-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tb74r/RHjaXoxFL06ql+YcSnMytbESBEbwKeQZ40HyPxUPNC12RPlFeQdpgCj/+f sHyfQJjVQ81vRu9Wg0/OZg== 0000837276-99-000185.txt : 19990503 0000837276-99-000185.hdr.sgml : 19990503 ACCESSION NUMBER: 0000837276-99-000185 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 32 FILED AS OF DATE: 19990430 EFFECTIVENESS DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-23351 FILM NUMBER: 99607979 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-05626 FILM NUMBER: 99607980 BUSINESS ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: SUITE 400 CITY: WEST CHESTER STATE: PA ZIP: 19380-1478 BUSINESS PHONE: 610-425-3516 MAIL ADDRESS: STREET 1: 1475 DUNWOODY DRIVE STREET 2: P. O. BOX 2700 CITY: WEST CHESTER STATE: PA ZIP: 19380-2700 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN CAPITAL SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19890914 485BPOS 1 POSTEFF 29/75 DVA As Filed with the Securities and Exchange Commission on April 30, 1999 Registration Nos. 33-23351, 811-5626 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 29 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 75 [X] (Check appropriate box or boxes) SEPARATE ACCOUNT B (Exact Name of Registrant) GOLDEN AMERICAN LIFE INSURANCE COMPANY (Name of Depositor) 1475 Dunwoody Drive West Chester, PA 19380-1478 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code (610) 425-3400 Marilyn Talman, Esq. COPY TO: Golden American Life Insurance Company Stephen E. Roth, Esq. 1475 Dunwoody Drive Sutherland Asbill & Brennan LLP West Chester, PA 19380-1478 1275 Pennsylvania Avenue, N.W. (Name and Address of Agent for Service) Washington, D.C. 20004-2404 Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration Statement It is proposed that this filing will become effective (check approporate box: [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [x] on April 30, 1999 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of Securities Being Registered: Deferred Combination Variable and Fixed Annuity Contracts - ------------------------------------------------------------------------------ PART A PROSPECTUS SUPPLEMENT Dated May 1, 1999 Supplement to the Profiles and Prospectuses dated May 1, 1999 for DEFERRED VARIABLE ANNUITY CONTRACTS issued by Golden American Life Insurance Company (the "GoldenSelect DVA and DVA Series 100 Prospectuses") __________ THIS SUPPLEMENT SHOULD BE RETAINED WITH YOUR PROFILE AND PROSPECTUS. A new Fixed Interest Division option is now available through the group and individual deferred variable annuity contracts offered by Golden American Life Insurance Company. The Fixed Interest Division is part of the Golden American General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933, and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of 1940. Interests in the Fixed Interest Division are offered through an Offering Brochure, dated May 1, 1999. When reading through the GoldenSelect DVA Prospectus, the Fixed Interest Division should be counted among the various subaccounts available for the allocation of your premiums. The Fixed Interest Division may not be available in some states. Some restrictions may apply. More complete information relating to the Fixed Interest Division is found in the Offering Brochure. Please read it carefully before you send money. G3107 FID 5/99 GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY [begin shaded block] PROFILE OF GOLDENSELECT DVA FIXED AND VARIABLE ANNUITY CONTRACT MAY 1, 1999 [inset within shaded block] This Profile is a summary of some of the more important points that you should know and consider before purchasing the Contract. The Contract is more fully described in the full prospectus which accompanies this Profile. Please read the prospectus carefully. [end within shaded block] [end shaded block] 1.THE ANNUITY CONTRACT The Contract offered in this prospectus is a deferred variable annuity contract between you and Golden American Life Insurance Company. The Contract provides a means for you to invest on a tax- deferred basis in one or more of 22 mutual fund investment portfolios (listed on the next page) through our Separate Account B listed on the next page. You may not make any money, and you can even lose the money you invest. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the date on which you start receiving the annuity payments under your Contract. The amounts you accumulate during the accumulation phase will generally determine the amount of annuity payments you will receive. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. You determine (1) the amount and frequency of premium payments, (2) the investments, (3) transfers between investments, (4) the type of annuity to be paid after the accumulation phase, (5) the beneficiary who will receive the death benefits, and (6) the amount and frequency of withdrawals. 2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE) Annuity payments are the periodic payments you will begin receiving on the annuity start date. You may choose one of the following annuity payment options: [Table with Shaded Heading] Annuity Options |------------------------------------------------------------------------| | Option 1 Income for a Payments are made for a specified | | fixed period number of years to you | | or your beneficiary. | |------------------------------------------------------------------------| | Option 2 Income for Payments are made for the rest of | | life with a your life or longer for a specified | | period certain period such as 10 or 20 years or | | until the total amount used to buy | | this option has been repaid. This | | option comes with an added guarantee| | that payments will continue to your | | beneficiary for the remainder of | | period if you should die during the | | period. | |------------------------------------------------------------------------| | Option 3 Joint life income Payments are made for your life | | and the life of another person | | (usually your spouse). | |------------------------------------------------------------------------| | Option 4 Annuity plan Any other annuitization plan that we| | choose to offer on the annuity | | start date. | |------------------------------------------------------------------------| Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under Option 4 may be fixed or variable. Once you elect an annuity option and begin to receive payments, it cannot be changed. 3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE) You may purchase the Contract with an initial payment of $10,000 or more ($1,500 for a qualified Contract) up to and including age 85. You may make additional payments of $500 or more ($250 for a qualified Contract) at any time before you turn age 85. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. Who may purchase this Contract? The Contract may be purchased by individuals as part of a personal retirement plan (a "non-qualified Contract"), or as a Contract that qualifies for special tax treatment when purchased as either an Individual Retirement Annuity (IRA) or in connection with a qualified retirement plan (each a "qualified Contract"). The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract if you are looking for a short-term investment or if you cannot risk getting back less money than you put in. 4.THE INVESTMENT PORTFOLIOS You can direct your money into any one or more of the following 22 mutual fund investment portfolios through our Separate Account B. The investment portfolios are described in the prospectuses for the GCG Trust and the PIMCO Variable Insurance Trust. But if you invest in any of the following investment portfolios, depending on market conditions, you may make or lose money: THE GCG TRUST Liquid Asset Series Growth & Income Series Small Cap Series Limited Maturity Bond Series Growth Series Real Estate Series Global Fixed Income Series Value Equity Series Hard Assets Series Total Return Series Research Series Managed Global Series Equity Income Series Strategic Equity Series Developing World Series Fully Managed Series Capital Appreciation Series Emerging Markets Series Rising Dividends Series Mid-Cap Growth Series THE PIMCO TRUST PIMCO High Yield Bond Portfolio PIMCO StocksPLUS Growth and Income Portfolio
2 5.EXPENSES The Contract has insurance features and investment features, and there are costs related to each. The Company deducts an annual contract administrative charge of $40. We also collect a mortality and expense risk charge and an asset-based administrative charge. These 2 charges are deducted daily directly from the amounts in the investment portfolios. The annual rate of the mortality and expense risk charge is 0.90%. The asset-based administrative charge is 0.10% annually. Mortality & Expense Risk Charge..............0.90% Asset-Based Administrative Charge............0.10% ---- Total.....................................1.00% Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.59% to 1.83% annually (see following table) of the portfolio's average daily net asset balance. If you withdraw money from your Contract, or if you begin receiving annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct a distribution fee (annual sales load) in an annual amount of 1.00% of each premium at the end of each contract year for a period of 6 years from the date we receive and accept each premium payment. We deduct a withdrawal charge for each regular withdrawal after the first in a contract year. The withdrawal charge is the lesser of $25 or 2% of each withdrawal. We deduct a surrender charge if you surrender your Contract or withdraw an amount exceeding the free withdrawal amount. The free withdrawal amount in any year is 15% of your contract value on the date of the withdrawal less any prior withdrawals during that contract year. The following table shows the schedule of the surrender charge that will apply. The surrender charge is a percent of each premium payment. COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+ SINCE PREMIUM PAYMENT | | | | | | SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0% The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column includes the mortality and expense risk charge, the asset-based administrative charge, and reflects the annual contract administrative charge as 0.06% (based on an average contract value of $65,000). The "Total Annual Investment Portfolio Charges" column reflects the portfolio charges for each portfolio and are based on actual expenses during 1998, except for portfolios that commenced operations as of December 31, 1998 where the charges have been annualized. The column "Total Annual Charges" reflects the sum of the previous two columns. The columns under the heading "Examples" show you how much you would pay under the Contract for a 1-year period and for a 10-year period. As required by the Securities and Exchange Commission, the examples assume that you invested $1,000 in a Contract that earns 5% annually and that you withdraw your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10, the examples show the total annual charges assessed during that time. For these examples, the premium tax is assumed to be 0%. 3 [Table with shaded heading and shaded lines for readability] TOTAL ANNUAL EXAMPLES: TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF: INSURANCE PORTFOLIO ANNUAL INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS THE GCG TRUST Liquid Asset 1.06% 0.59% 1.65% $86.79 $286.61 Limited Maturity Bond 1.06% 0.60% 1.66% $86.89 $287.65 Global Fixed Income 1.06% 1.60% 2.66% $96.93 $386.18 Total Return 1.06% 0.97% 2.03% $90.61 $325.36 Equity Income 1.06% 0.98% 2.04% $90.71 $326.36 Fully Managed 1.06% 0.98% 2.04% $90.71 $326.36 Rising Dividends 1.06% 0.98% 2.04% $90.71 $326.36 Growth & Income 1.06% 1.08% 2.14% $91.72 $336.29 Growth 1.06% 1.09% 2.15% $91.82 $337.27 Value Equity 1.06% 0.98% 2.04% $90.71 $326.36 Research 1.06% 0.94% 2.00% $90.31 $322.36 Strategic Equity 1.06% 0.99% 2.05% $90.81 $327.36 Capital Appreciation 1.06% 0.98% 2.04% $90.71 $326.36 Mid-Cap Growth 1.06% 0.95% 2.01% $90.41 $323.36 Small Cap 1.06% 0.99% 2.05% $90.81 $327.36 Real Estate 1.06% 0.99% 2.05% $90.81 $327.36 Hard Assets 1.06% 1.00% 2.06% $90.92 $328.36 Managed Global 1.06% 1.26% 2.32% $93.53 $353.88 Developing World 1.06% 1.83% 2.89% $99.22 $407.35 Emerging Markets 1.06% 1.83% 2.89% $99.22 $407.35 THE PIMCO TRUST PIMCO High Yield Bond 1.06% 0.75% 1.81% $88.40 $303.12 PIMCO StocksPLUS Growth and Income 1.06% 0.65% 1.71% $87.39 $292.83 For the newly formed portfolios, the charges have been estimated. The "Total Annual Investment Portfolio Charges" reflect current expense reimbursements for the Total Return and Global Fixed Income portfolios. The Examples above include the 1.00% distribution fee (annual sales load) and the Year 1 examples above include a 6% surrender charge. For more detailed information, see the fee table in the prospectus for the Contract. 6.TAXES Under a qualified Contract, your premiums are generally pre-tax contributions and accumulate on a tax-deferred basis. Premiums and earnings are generally taxed as income when you make a withdrawal or begin receiving annuity payments, presumably when you are in a lower tax bracket. Under a non-qualified Contract, premiums are paid with after-tax dollars, and any earnings will accumulate tax-deferred. You will be taxed on these earnings, but not on premiums, when you withdraw them from the Contract. For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some cases, retire), you will be required by federal tax laws to begin receiving payments from your annuity or risk paying a penalty tax. In those cases, we can calculate and pay you the minimum required distribution amounts. If you are younger than 59 1/2 when you take money out, in most cases, you will be charged a 10% federal penalty tax on the amount withdrawn. 7.WITHDRAWALS You can withdraw your money at any time during the accumulation phase. You may elect in advance to take systematic withdrawals which are described on page 7. Withdrawals above the free withdrawal amount may be subject to a surrender charge. In addition, if you take more than one withdrawal (other than a systematic withdrawal) during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional withdrawal. Income taxes and a penalty tax may apply to amounts withdrawn. 4 8.PERFORMANCE The value of your Contract will fluctuate depending on the investment performance of the portfolio(s) you choose. The following chart shows average annual total return for each portfolio for the time periods shown. These numbers reflect the deduction of the mortality and expense risk charge, the asset-based administrative charge and the annual contract fee, but do not reflect deductions for the distribution fee (annual sales load) and any withdrawal charges. If such charges were reflected, they would have the effect of reducing performance. Please keep in mind that past performance is not a guarantee of future results. CALENDAR YEAR INVESTMENT PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990 Managed by A I M Capital Management, Inc. Capital Appreciation(1) 11.49% 27.60% 18.98% 28.80% (2.64)% 7.16% -- -- -- Strategic Equity(2) (0.23) 21.86 18.13 -- -- -- -- -- -- Managed by T. Rowe Price Associates, Inc. Fully Managed 4.77 14.13 15.14 19.45 (8.26) 6.45 5.10 27.58 (4.21) Equity Income(2) 7.12 16.20 7.61 17.69 (2.22) 9.96 0.79 18.76 3.62 Managed by Kayne Anderson Investment Management, LLC Rising Dividends 12.93 28.46 19.37 29.70 (0.47) -- -- -- -- Managed by EII Realty Securities, Inc. Real Estate (14.38) 21.50 33.87 15.36 5.22 16.03 12.67 32.66 (21.64) Managed by Eagle Asset Management, Inc. Value Equity 0.48 25.95 9.44 33.85 Managed by Fred Alger Management, Inc. Small Cap 19.71 9.16 18.84 -- -- -- -- -- -- Managed by Putnam Investment Management, Inc. Emerging Markets (24.91) (10.34) 6.14 (11.06) (16.08) -- -- -- -- Managed Global 27.96 10.99 11.12 6.19 (13.63) 5.03 Managed by ING Investment Management, LLC Limited Maturity Bond 5.73 5.54 3.20 10.55 (2.24) 5.08 3.73 10.10 6.72 Liquid Asset 3.94 3.98 3.86 4.41 2.60 1.55 2.03 4.54 6.60 Managed by Pacific Investment Management Company PIMCO High Yield Bond -- -- -- -- -- -- -- -- -- PIMCO StocksPLUS Growth and Income -- -- -- -- -- -- -- -- -- Managed by Alliance Capital Management L.P. Growth & Income(2) 10.79 23.83 -- -- -- -- -- -- -- Managed by Janus Capital Corporation Growth(2) 25.49 14.55 Managed by Massachusetts Financial Services Company Mid-Cap Growth 21.52 18.40 19.40 28.10 -- -- -- -- -- Total Return 10.41 19.59 12.48 23.22 -- -- -- -- -- Research 21.76 18.86 22.03 35.15 -- -- -- -- -- Managed by Baring International Investment Limited Global Fixed Income 10.67 (0.41) 3.88 4.75 -- -- -- -- -- Hard Assets(2) (30.35) 5.04 31.84 9.53 1.45 48.37 (10.78) 3.60 (14.77) Developing World(2) -- -- -- -- -- -- -- -- -- - -------------------------- (1)Prior to April 1, 1999, a different firm managed the Portfolio. (2)Prior to March 1, 1999, a different firm managed the Portfolio.
5 9.DEATH BENEFIT If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1)the contract value; and 2)the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset investment portfolio will be the lesser of the 7% annual effective rate or the net rate of return for the portfolio during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1)the cash surrender value; and 2)the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value; and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the Contract after subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. If you die after the annuity start date and you are the annuitant, your beneficiary will receive the death benefit you chose under the annuity option then in effect. 10.OTHER INFORMATION FREE LOOK. You may cancel the Contract within 10 days after you receive it. If applicable state law requires a longer free look period, or the return of the premium paid, the Company will comply. If you exercise your right to cancel, we will return the greater of (a) the premium payments made and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your investment portfolios as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. Currently there is no charge for transfers, and we do not limit the number of transfers allowed. The Company may, in the future, charge a $25 fee for any transfer after the twelfth transfer in a contract year or limit the number of transfers allowed. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. 6 ADDITIONAL FEATURES. This Contract has other features you may be interested in. These include: Dollar Cost Averaging. This is a program that allows you to invest a fixed amount of money in the investment portfolios each month, which may give you a lower average cost per unit over time than a single one-time purchase. Dollar cost averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. This option is currently available only if you have $10,000 or more in the Limited Maturity Bond or the Liquid Asset investment portfolios. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. Within limits these withdrawals will not result in any withdrawal charge. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. 11.INQUIRIES If you need more information after reading this prospectus, please contact us at: Customer Service Center P.O. Box 2700 West Chester, Pennsylvania 19380 (800) 366-0066 or your registered representative. 7 [begin shaded block] GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY MAY 1, 1999 DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT DVA [end shaded block] - -------------------------------------------------------------------------- This prospectus describes GoldenSelect DVA, a group and individual deferred variable annuity contract (the "Contract") offered by Golden American Life Insurance Company (the "Company," "we" or "our"). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment ("qualified Contracts") as well as those that do not qualify for such treatment ("non-qualified Contracts"). The Contract provides a means for you to invest your premium payments in one or more of 22 mutual fund investment portfolios. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select. The investment portfolios available under your Contract and the portfolio managers are: T. ROWE PRICE ASSOCIATES, INC. ALLIANCE CAPITAL MANAGEMENT L. P. Fully Managed Series Growth & Income Series Equity Income Series JANUS CAPITAL CORPORATION A I M CAPITAL MANAGEMENT, INC. Growth Series Capital Appreciation Series MASSACHUSETTS FINANCIAL SERVICES COMPANY Strategic Equity Series Mid-Cap Growth Series KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC Total Return Series Rising Dividends Series Research Series EII REALTY SECURITIES, INC. ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE) Real Estate Series Limited Maturity Bond Series BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Liquid Asset Series Hard Assets Series PACIFIC INVESTMENT MANAGEMENT COMPANY Developing World Series PIMCO High Yield Bond Portfolio Global Fixed Income Series PIMCO StocksPLUS Growth and Income Portfolio EAGLE ASSET MANAGEMENT, INC. PUTNAM INVESTMENT MANAGEMENT, INC. Value Equity Series Emerging Markets Series FRED ALGER MANAGEMENT, INC. Managed Global Series Small Cap Series
The above mutual fund investment portfolios are purchased and held by corresponding divisions of our Separate Account B. We refer to the divisions as "subaccounts" in this prospectus. You have a right to return a Contract within 10 days after you receive it for a full refund of the contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states. This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information, dated May 1, 1999, has been filed with the Securities and Exchange Commission. It is available without charge upon request. To obtain a copy of this document, write to our Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website (http://www.sec.gov). The table of contents of the Statement of Additional Information ("SAI") is on the last page of this prospectus and the SAI is made part of this prospectus by reference. - -------------------------------------------------------------------------- THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE GCG TRUST OR THE PIMCO TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST AND THE PIMCO TRUST. [Shaded Section Header] - -------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------- PAGE Index of Special Terms.....................................1 Fees and Expenses..........................................2 Performance Information....................................5 Accumulation Unit.......................................5 Net Investment Factor...................................5 Condensed Financial Information.........................6 Financial Statements....................................6 Performance Information.................................6 Golden American Life Insurance Company.....................7 The Trusts.................................................7 Golden American Separate Account B.........................8 The Investment Portfolios..................................8 Investment Objectives...................................8 Investment Portfolio Management Fees...................10 The Annuity Contract......................................11 Contract Date and Contract Year........................11 Annuity Start Date.....................................11 Contract Owner.........................................11 Annuitant..............................................11 Beneficiary............................................12 Purchase and Availability of the Contract..............12 Crediting of Premium Payments..........................12 Contract Value.........................................13 Cash Surrender Value...................................16 Surrendering to Receive the Cash Surrender Value.......14 Addition, Deletion or Substitution of Subaccounts and Other Changes .....................................14 Other Contracts........................................14 Other Important Provisions.............................14 Withdrawals...............................................15 Regular Withdrawals....................................15 Systematic Withdrawals.................................15 IRA Withdrawals........................................16 Transfers Among Your Investments..........................16 Dollar Cost Averaging..................................17 Death Benefit.............................................17 Death Benefit During the Accumulation Phase............17 Death Benefit During the Income Phase..................18 Charges and Fees..........................................18 Charge Deduction Subaccount............................18 Charges Deducted from the Contract Value...............18 Distribution Fee.....................................19 Surrender Charge.....................................19 Free Withdrawal Amount...............................19 Surrender Charge for Excess Withdrawals..............19 Premium Taxes........................................19 Administrative Charge................................20 Transfer Charge......................................20 Charges Deducted from the Subaccounts..................20 Mortality and Expense Risk Charge....................20 i [Shaded Section Header] - -------------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - -------------------------------------------------------------------------- PAGE Asset-Based Administrative Charge....................20 Trust Expenses.........................................20 The Annuity Options.......................................20 Annuitization of Your Contract.........................20 Selecting the Annuity Start Date.......................21 Frequency of Annuity Payments..........................21 The Annuity Options....................................21 Income for a Fixed Period............................21 Income for Life with a Period Certain................22 Joint Life Income....................................22 Annuity Plan.........................................22 Payment When Named Person Dies.........................22 Other Contract Provisions.................................22 Reports to Contract Owners.............................22 Suspension of Payments.................................22 In Case of Errors in Your Application..................23 Assigning the Contract as Collateral...................23 Other Contract Changes.................................23 Contract Changes-Applicable Tax Law....................23 Free Look..............................................23 Group or Sponsored Arrangements........................23 Selling the Contract...................................23 Other Information.........................................24 Voting Rights..........................................24 Year 2000 Problem......................................24 State Regulation.......................................24 Legal Proceedings......................................24 Legal Matters..........................................25 Experts................................................25 Federal Tax Considerations................................25 Statement of Additional Information Table of Contents...................................... Appendix A Condensed Financial Information........................A1 Appendix B Surrender Charge for Excess Withdrawals Example........B1 ii [Shaded Section Header] - -------------------------------------------------------------------------- INDEX OF SPECIAL TERMS - -------------------------------------------------------------------------- The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term: SPECIAL TERM PAGE Accumulation Unit 5 Annuitant 11 Annuity Start Date 11 Cash Surrender Value 14 Contract Date 11 Contract Owner 11 Contract Value 13 Contract Year 11 Free Withdrawal Amount 19 Net Investment Factor 5 Death Benefit 17 The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract: TERMS USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT Accumulation Unit Value Index of Investment Experience Annuity Start Date Annuity Commencement Date Contract Owner Owner or Certificate Owner Contract Value Accumulation Value Transfer Charge Excess Allocation Charge Free Look Period Right to Examine Period Guaranteed Interest Period Guarantee Period Subaccount(s) Division(s) Net Investment Factor Experience Factor Regular Withdrawals Conventional Partial Withdrawals Withdrawals Partial Withdrawals 1 [Shaded Section Header] - ----------------------------------------------------------------------- FEES AND EXPENSES - ----------------------------------------------------------------------- OWNER TRANSACTION EXPENSE (deducted from contract value) Distribution Fee (annual sales load) as a percentage of the initial and each additional premium, deducted at the end of each contract year following receipt of each premium over a six year period from the date we receive and accept each premium payment...1.00%* * Contracts with a contract date prior to May 3, 1993 and the prospectus delivered in connection with such contracts described the sales load, which is equivalent to the combination of the distribution fee described above and surrender charge described below. Limited Edition contracts purchased through Golden American Separate Account D and the prospectus delivered in connection with such contracts also described the sales load as a deferred load. CONTRACT OWNER TRANSACTION EXPENSES Surrender Charge: COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+ SINCE PREMIUM PAYMENT | | | | | | SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0% Transfer Charge.........................................None** **We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year. ANNUAL CONTRACT ADMINISTRATIVE CHARGE Administrative Charge.....................................$40 (We waive this charge if premium payments paid in the first contract year are $100,000 or more.) WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal after the first in a contract year) not to exceed..............................$25 SEPARATE ACCOUNT ANNUAL CHARGES*** Mortality and Expense Risk Charge...........0.90% Asset-Based Administrative Charge...........0.10% ---- Total Separate Account Charges..............1.00% ***As a percentage of average assets in each subaccount. 2 THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of an investment portfolio or on the combined average daily net assets of the indicated groups of portfolios): [Table with Shaded Heading and Shaded Lines for readability] |-------------------------------------------------------------------------| | OTHER TOTAL | | EXPENSES(2) EXPENSES | | MANAGEMENT AFTER EXPENSE AFTER EXPENSE | | PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3)| |-------------------------------------------------------------------------| | Liquid Asset 0.59% 0.59% 0.59% | | Limited Maturity Bond 0.60% 0.00% 0.60% | | Global Fixed Income 1.60% 0.00% 1.60%(3) | | Total Return 0.94% 0.03% 0.97%(3) | | Equity Income 0.98% 0.00% 0.98% | | Fully Managed 0.98% 0.00% 0.98% | | Rising Dividends 0.98% 0.00% 0.98% | | Growth & Income 1.08% 0.00% 1.08% | | Growth 1.08% 0.01% 1.09% | | Value Equity 0.98% 0.00% 0.98% | | Research 0.94% 0.00% 0.94% | | Strategic Equity 0.98% 0.01% 0.99% | | Capital Appreciation 0.98% 0.00% 0.98% | | Mid-Cap Growth 0.94% 0.01% 0.95% | | Small Cap 0.98% 0.01% 0.99% | | Real Estate 0.98% 0.01% 0.99% | | Hard Assets 0.98% 0.02% 1.00% | | Managed Global 1.25% 0.01% 1.26% | | Developing World 1.75% 0.08% 1.83% | | Emerging Markets 1.75% 0.08% 1.83% | | All-Growth(4) 0.98% 0.01% 0.99% | | Growth Opportunities(4) 1.10% 0.05% 1.15% | |-------------------------------------------------------------------------| (1)Fees decline as combined assets increase. See the prospectus for the GCG Trust for more information. (2)Other expenses generally consist of independent trustees fees and certain expenses associated with investing in international markets. Other expenses are based on actual expenses for the year ended December 31, 1998, except for portfolios that commenced operations in 1998 where the charges have been annualized. (3)Directed Services, Inc. is currently reimbursing expenses to maintain total expenses at 0.97% for the Total Return portfolio and 1.60% for the Global Fixed Income portfolio as shown. Without this reimbursement, and based on current estimates, total expenses would be 0.98% for the Total Return portfolio and 1.74% for the Global Fixed Income portfolio. This reimbursement agreement will remain in place through December 31, 1999. (4)As of May 1, 1999, we no longer offer the All-Growth and Growth Opportunities portfolios. THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio): [Table with Shaded Heading and Shaded Lines for readability] |-------------------------------------------------------------------------| | OTHER TOTAL | | EXPENSES(2) EXPENSES | | MANAGEMENT AFTER EXPENSE AFTER EXPENSE | | PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(1)| |-------------------------------------------------------------------------| | | | PIMCO High Yield Bond 0.50% 0.25%(2) 0.75% | | PIMCO StocksPLUS Growth | | and Income 0.40% 0.25% 0.65% | |-------------------------------------------------------------------------| (1)PIMCO has agreed to waive some or all of its other expenses, subject to potential future reimbursement, to the extent that total expenses for the PIMCO High Yield Bond portfolio and PIMCO StocksPLUS Growth and Income portfolio would exceed 0.75% and 0.65%, respectively, due to payment by the portfolios of their pro rata portion of Trustees' fees. Without this agreement, and based on current estimates, total expenses would be 0.81% for the PIMCO High Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and Income portfolio. (2)Since the PIMCO High Yield Bond portfolio commenced operations on April 30, 1998, other expenses as shown has been annualized for the year ended December 31, 1998. The purpose of the foregoing tables is to help you understand the various costs and expenses that you will bear directly and indirectly. See the prospectuses of the GCG Trust and the PIMCO Trust for additional information on portfolio expenses. 3 Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the tables above or in the examples below. EXAMPLES: In the following examples, surrender charges may apply if you choose to annuitize within the first 7 contract years. The examples are based on an assumed 5% annual return. If you surrender your Contract at the end of the applicable time period, you would pay the following expenses for each $1,000 invested: - -------------------------------------------------------------------------- THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS Liquid Asset.............$86.79 $131.51 $167.86 $286.61 Limited Maturity Bond....$86.89 $131.82 $168.37 $287.65 Global Fixed Income .....$96.93 $161.85 $218.24 $386.18 Total Return.............$90.61 $143.03 $187.13 $325.36 Equity Income............$90.71 $143.34 $187.63 $326.36 Fully Managed............$90.71 $143.34 $187.63 $326.36 Rising Dividends.........$90.71 $143.34 $187.63 $326.36 Growth & Income..........$91.72 $146.35 $192.63 $336.29 Growth...................$91.82 $146.65 $193.13 $337.27 Value Equity.............$90.71 $143.34 $187.63 $326.36 Research.................$90.31 $142.13 $185.62 $322.36 Strategic Equity.........$90.81 $143.64 $188.13 $327.36 Capital Appreciation.....$90.71 $143.34 $187.63 $326.36 Mid-Cap Growth...........$90.41 $142.43 $186.12 $323.36 Small Cap................$90.81 $143.64 $188.13 $327.36 Real Estate..............$90.81 $143.64 $188.13 $327.36 Hard Assets..............$90.92 $143.94 $188.63 $328.36 Managed Global...........$93.53 $151.74 $201.58 $353.88 Developing World.........$99.22 $168.63 $229.35 $407.35 Emerging Markets.........$99.22 $168.63 $229.35 $407.35 All-Growth(1)............$90.81 $143.64 $188.13 $327.36 Growth Opportunities(1)..$92.42 $148.45 $196.12 $343.47 THE PIMCO TRUST PIMCO High Yield Bond....$88.40 $136.38 $176.02 $303.12 PIMCO StocksPLUS Growth and Income..............$87.39 $133.34 $170.93 $292.83 -------------------- (1)As of May 1, 1999, we no longer offer the All-Growth or Growth Opportunities portfolios. 4 If you do not surrender your Contract or if you annuitize on the annuity start date, you would pay the following expenses for each $1,000 invested: - -------------------------------------------------------------------------- THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS Liquid Asset............$26.79 $81.51 $137.86 $286.61 Limited Maturity Bond...$26.89 $81.82 $138.37 $287.65 Global Fixed Income.....$36.93 $111.85 $188.24 $386.18 Total Return............$30.61 $93.03 $157.13 $325.36 Equity Income...........$30.71 $93.94 $157.63 $326.36 Fully Managed...........$30.71 $93.94 $157.63 $326.36 Rising Dividends........$30.71 $93.94 $157.63 $326.36 Growth & Income.........$31.72 $96.35 $162.63 $336.29 Growth..................$31.82 $96.65 $163.13 $337.27 Value Equity............$30.71 $93.94 $157.63 $326.36 Research................$30.31 $92.13 $155.62 $322.36 Strategic Equity........$30.81 $93.64 $158.13 $327.36 Capital Appreciation....$30.71 $93.94 $157.63 $326.36 Mid-Cap Growth..........$30.41 $92.43 $156.12 $323.36 Small Cap...............$30.81 $93.64 $158.13 $327.36 Real Estate.............$30.81 $93.64 $158.13 $327.36 Hard Assets.............$30.92 $93.94 $158.63 $328.36 Managed Global..........$33.53 $101.74 $171.58 $353.88 Developing World........$39.22 $118.63 $199.63 $407.35 Emerging Markets........$39.22 $118.63 $199.35 $407.35 All-Growth(1)...........$30.81 $93.64 $158.13 $327.36 Growth Opportunities(1).$32.42 $98.45 $166.12 $343.47 THE PIMCO TRUST PIMCO High Yield Bond...$28.40 $86.38 $146.02 $303.12 PIMCO StocksPLUS Growth and Income.............$27.39 $83.34 $140.93 $292.83 -------------------- (1)As of May 1, 1999, we no longer offer the All-Growth or Growth Opportunities portfolios. The examples above include the annual administrative charge as an annual charge of 0.06% (based on an average contract value of $65,000). THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT. [Shaded Section Header] - ----------------------------------------------------------------------- PERFORMANCE INFORMATION - ----------------------------------------------------------------------- ACCUMULATION UNIT We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the investment portfolios are valued at their net asset value. THE NET INVESTMENT FACTOR The Net Investment Factor is an index number which reflects charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated as follows: 5 (1)We take the net asset value of the subaccount at the end of each business day. (2)We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any. (3)We divide (2) by the net asset value of the subaccount at the end of the preceding business day. (4)We then subtract the applicable daily mortality and expense risk charge and the daily asset based administrative charge from each subaccount. Calculations for the subaccounts are made on a per share basis. CONDENSED FINANCIAL INFORMATION Tables containing (i) the accumulation unit value history of each subaccount of Golden American Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A - Condensed Financial Information. FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the years ended December 31, 1998 and 1997 and the audited consolidated financial statements of Golden American for the years ended December 31, 1998, 1997 and 1996 are included in the Statement of Additional Information. PERFORMANCE INFORMATION From time to time, we may advertise or include in reports to contract owners performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC. Except for the Liquid Asset subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1, 5 and 10 year periods, or lesser periods depending on how long the subaccount has been in existence. We may show other total returns for periods less than one year. Total return figures will be based on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period, withdrawal of the investment at the end of the period, and the deduction of all applicable portfolio and contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges, but will not reflect the surrender charge. Quotations of average annual return for the Managed Global subaccount take into account the period before September 3, 1996, during which it was maintained as a subaccount of Golden American Separate Account D. In addition, we may present historic performance data for the mutual fund investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts. This data is designed to show the performance that would have resulted if the Contract had been in existence during that time. Current yield for the Liquid Asset subaccount is based on income received by hypothetical investment over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7- day yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Asset subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield" because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period. 6 We may compare performance information for a subaccount to: (i) the Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other applicable market indices, (ii) other variable annuity separate accounts or other investment products tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services. Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results. [Shaded Section Header] - ----------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY - ----------------------------------------------------------------------- Golden American Life Insurance Company is a Delaware stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. Golden American is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial services holding company with approximately $461.8 billion in assets as of December 31, 1998. Golden American is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. In May 1996, Golden American established a subsidiary, First Golden American Life Insurance Company of New York, which is authorized to sell annuities in New York and Delaware. Golden American's consolidated financial statements appear in the Statement of Additional Information. Equitable of Iowa is the holding company for Golden American, Directed Services, Inc., the investment manager of the GCG Trust and the distributor of the Contracts, and other interests. Equitable of Iowa and another ING affiliate own ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. [Shaded Section Header] - ----------------------------------------------------------------------- THE TRUSTS - ----------------------------------------------------------------------- The GCG Trust is a mutual fund whose shares are available to separate accounts funding variable annuity and variable life insurance policies offered by Golden American. The GCG Trust also sells its shares to separate accounts of other insurance companies, both affiliated and not affiliated with Golden American. Pending Securities and Exchange Commission approval, shares of the GCG Trust may also be sold to certain qualified pension and retirement plans. 7 The PIMCO Trust is also a mutual fund whose shares are available to separate accounts of insurance companies, including Golden American, for both variable annuity contracts and variable life insurance policies and by qualified pension and retirement plans. The principal address of the PIMCO Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660. In the event that, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts participating in the Trusts conflict, we, the Boards of Trustees of the GCG Trust and the PIMCO Trust, Directed Services, Inc., Pacific Investment Management Company and any other insurance companies participating in the Trusts will monitor events to identify and resolve any material conflicts that may arise. YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST AND THE PIMCO TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING. [Shaded Section Header] - ----------------------------------------------------------------------- GOLDEN AMERICAN SEPARATE ACCOUNT B - ----------------------------------------------------------------------- Golden American Separate Account B ("Account B") was established as a separate account of the Company on July 14, 1988. It is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Account B but such assets are kept separate from our other accounts. Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of the GCG Trust and the PIMCO Trust. Each investment portfolio has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of a portfolio are credited to or charged against the corresponding subaccount of Account B without regard to any other income, gains or losses of the Company. Assets equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable annuity contracts supported by Account B. If the assets in Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits and make all payments provided under the Contracts. We currently offer other variable annuity contracts that invest in Account B but are not discussed in this prospectus. Account B may also invest in other investment portfolios which are not available under your Contract. [Shaded Section Header] - ----------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - ----------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the 24 investment portfolios listed below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND MAY LOSE YOUR PRINCIPAL. INVESTMENT OBJECTIVES The investment objective of each investment portfolio is set forth below. You should understand that there is no guarantee that any portfolio will meet its investment objectives. Meeting objectives depends on various factors, including, in certain cases, how well the portfolio managers anticipate changing economic and market conditions. MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. 8 [Shaded Section Header] - ----------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - ----------------------------------------------------------------------- Liquid Asset Seeks high level of current income consistent with the preservation of capital and liquidity. Invests primarily in obligations of the U.S. Government and its agencies and instrumentalities, bank obligations, commercial paper and short-term corporate debt securities. All securities will mature in less than one year. ------------------------------------------------------- Limited Maturity Seeks highest current income consistent with low risk to principal and liquidity. Bond Also seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal. Invests primarily in diversified limited maturity debt securities with average maturity dates of five years or shorter and in no cases more than seven years. ------------------------------------------------------- Global Fixed Seeks high total return. Income Invests primarily in high-grade fixed income securities, both foreign and domestic. ------------------------------------------------------- Total Return Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Invests primarily in a combination of equity and fixed income securities. ------------------------------------------------------- Equity Income Seeks substantial dividend income as well as long- term growth of capital. Invests primarily in common stocks of well- established companies paying above-average dividends. ------------------------------------------------------- Fully Managed Seeks, over the long term, a high total investment return consistent with the preservation of capital and with prudent investment risk. Invests primarily in the common stocks of established companies believed by the portfolio manager to have above-average potential for capital growth. ------------------------------------------------------- Rising Dividends Seeks capital appreciation. A secondary objective is dividend income. Invests in equity securities that meet the following quality criteria: regular dividend increases; 35% of earnings reinvested annually; and a credit rating of "A" to "AAA". ------------------------------------------------------- Growth & Income Seeks long-term total return. Invests primarily in common stocks of companies where the potential for change (earnings acceleration) is significant. ------------------------------------------------------- Growth Seeks capital appreciation. Invests primarily in common stocks of growth companies that have favorable relationships between price/earnings ratios and growth rates in sectors offering the potential for above-average returns. ------------------------------------------------------- Value Equity Seeks capital appreciation. Dividend income is a secondary objective. Invests primarily in common stocks of domestic and foreign issuers which meet quantitative standards relating to financial soundness and high intrinsic value relative to price. ------------------------------------------------------- Research Seeks long-term growth of capital and future income. Invests primarily in common stocks or securities convertible into common stocks of companies believed to have better than average prospects for long-term growth. ------------------------------------------------------- Strategic Equity Seeks capital appreciation. Invests primarily in common stocks of medium- and small-sized companies. ------------------------------------------------------- Capital Seeks long-term capital growth. Appreciation Invests primarily in equity securities believed by the portfolio manager to be undervalued. ------------------------------------------------------- 9 Mid-Cap Growth Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential. ------------------------------------------------------- Small Cap Seeks long-term capital appreciation. Invests primarily in equity securities of companies that have a total market capitalization within the range of companies in the Russell 2000 Growth Index or the Standard & Poor's Small-Cap 600 Index. ------------------------------------------------------- Real Estate Seeks capital appreciation. Current income is a secondary objective. Invests primarily in publicly-traded real estate equity securities. ------------------------------------------------------- Hard Assets Seeks long-term capital appreciation. Invests primarily in hard asset securities. Hard asset companies produce a commodity which the portfolio manager is able to price on a daily or weekly basis. ------------------------------------------------------- Managed Global Seeks capital appreciation. Current income is only an incidental consideration. Invests primarily in common stocks traded in securities markets throughout the world. ------------------------------------------------------- Developing World Seeks capital appreciation. Invests primarily in equity securities of companies in developing or emerging countries. ------------------------------------------------------- Emerging Markets Seeks long-term capital appreciation. Invests primarily in equity securities of companies in at least six different emerging market countries. ------------------------------------------------------- PIMCO High Yield Seeks to maximize total return, consistent with preservation of capital and Bond prudent investment management. Invests in at least 65% of its assets in a diversified portfolio of junk bonds rated at least B by Moody's Investor Services, Inc. or Standard & Poor's or, if unrated, determined by the portfolio manager to be of comparable quality. ------------------------------------------------------- PIMCO StocksPLUS Seeks to achieve a total return which exceeds Growth and Income the total return performance of the S&P 500. Invests primarily in common stocks, options, futures, options on futures and swaps. ------------------------------------------------------- As of May 1, 1999, we no longer offer the following two portfolios: All-Growth Seeks capital appreciation. Invests primarily in growth securities of middle-range capitalization companies. ------------------------------------------------------- Growth Seeks capital appreciation. Opportunities Invests primarily in equity securities of domestic companies emphasizing companies with market capitalizations of $1 billion or more. ------------------------------------------------------- INVESTMENT PORTFOLIO MANAGEMENT FEES Directed Services, Inc. serves as the overall manager of the GCG Trust and PIMCO serves as the overall adviser to the PIMCO Trust. Directed Services, Inc. and PIMCO provide or procure, at their own expense, the services necessary for the operation of the portfolios. See the cover page of this prospectus for the names of the corresponding portfolio managers. Directed Services, Inc. and PIMCO do not bear the expense of brokerage fees and other transactional expenses for securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and expenses of the independent trustees, and extraordinary expenses, such as litigation or indemnification expenses. 10 The GCG Trust pays Directed Services, Inc. for its services a monthly fee based on the annual rates of the average daily net assets of the investment portfolios. Directed Services, Inc. (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios. The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly administrative fee of 0.25% based on the average daily net assets of each of the investment portfolios for managing the assets of the portfolios and for administering the PIMCO Trust. More detailed information about each portfolio's management fees can be found in the prospectuses for each Trust. You should read these prospectuses before investing. [Shaded Section Header] - ----------------------------------------------------------------------- THE ANNUITY CONTRACT - ----------------------------------------------------------------------- The Contract described in this prospectus is a deferred variable annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the GCG Trust and the PIMCO Trust funded by Account B. CONTRACT DATE AND CONTRACT YEAR The date the Contract became effective is the contract date. Each 12- month period following the contract date is a contract year. ANNUITY START DATE The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. CONTRACT OWNER You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. The death benefit becomes payable when you or the annuitant dies. In the case of a sole contract owner who dies before the income phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the income phase begins, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. JOINT OWNER. For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect. Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner. The age of the older owner will determine the applicable death benefit. ANNUITANT The annuitant is the person designated by you to be the measuring life in determining annuity payments. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the Contract is in effect. 11 The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start date. If the annuitant dies before the annuity start date, and a contingent annuitant has been named, the contingent annuitant becomes the annuitant (unless the contract owner is not an individual, in which case the death benefit becomes payable). If there is no contingent annuitant when the annuitant dies before the annuity start date and the contract owner is not an individual, we will pay the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no designated beneficiary living, the contract owner will be the beneficiary. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual, distribution rules under federal tax law will apply. You should consult your tax advisor for more information if you are not an individual. BENEFICIARY The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit proceeds and who becomes the successor contract owner if the contract owner or the annuitant dies before the annuity start date. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)). If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner's estate. One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries. You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit and the guaranteed death benefit. You may also change the beneficiary. All requests for changes must be in writing and submitted to our Customer Service Center in good order. The change will be effective as of the day you sign the request. The change will not affect any payment made or action taken by us before recording the change. PURCHASE AND AVAILABILITY OF THE CONTRACT We will issue a Contract only if both the annuitant and the contract owner are not older than age 85. The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of at least $500 or more ($250 for qualified Contracts) at any time after the free look period before you turn age 85. Under certain circumstances, we may waive the minimum premium payment requirement. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. CREDITING OF PREMIUM PAYMENTS We will allocate your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. Subsequent premium payments will be credited to a Contract within 1 business day if they are received in good order. In certain states we also accept initial and additional premium payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain premium payments for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment until the application is completed. Once the completed application is 12 received, we will allocate the payment to the subaccount(s) and/or Fixed Interest Allocation(s) specified by you within 2 business days. We will make inquiry to discover any missing information related to subsequent payments. For any subsequent premium payments, the payment will be credited at the accumulation unit value next determined after receipt of your premium payment. Once we allocate your premium payment to the subaccount(s) selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held with respect to your Contract. The net investment results of each subaccount vary with its investment performance. If your premium payment was transmitted by wire order from your broker-dealer, we will follow one of the following two procedures after we receive and accept the wire order and investment instructions. The procedure we follow depends on state availability and the procedures of your broker-dealer. (1)If either your state or broker-dealer do not permit us to issue a Contract without an application, we reserve the right to rescind the Contract if we do not receive and accept a properly completed application or enrollment form within 15 days of the premium payment. If we do not receive the application or form within 15 days of the premium payment, we will refund the contract value plus any charges we deducted, and the Contract will be voided. Some states require that we return the premium paid, in which case we will comply. (2)If your state and broker-dealer allow us to issue a Contract without an application, we will issue and mail the Contract to you, together with an Application Acknowledgement Statement for your execution. Until our Customer Service Center receives the executed Application Acknowledgement Statement, neither you nor the broker-dealer may execute any financial transactions on your Contract unless they are requested in writing by you. In some states, we may require that an initial premium designated for a subaccount of Account B be allocated to a subaccount specially designated by the Company (currently, the Liquid Asset subaccount) during the free look period. After the free look period, we will convert your contract value (your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected. The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount. CONTRACT VALUE We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of the contract value in each subaccount in which you are invested. CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period, in which case, the portion of your initial premium will be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Asset subaccount). On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows: (1)We take the contract value in the subaccount at the end of the preceding business day. (2)We multiply (1) by the subaccount's Net Investment Factor since the preceding business day. (3)We add (1) and (2). 13 (4)We add to (3) any additional premium payments, and then add or subtract transfers (and any associated charges) to or from that subaccount. (5)We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees, and distribution fee (annual sales load), and premium taxes. CASH SURRENDER VALUE The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, then we deduct any surrender charge, any charge for premium taxes, and any other charges incurred but not yet deducted. SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender will be effective on the date your written request and the Contract are received at our Customer Service Center. We will determine and pay the cash surrender value at the price next determined after receipt of your request. Once paid, all benefits under the Contract will be terminated. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Asset subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days. Consult your tax advisor regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59 1/2 may result in a 10% tax penalty. See "Federal Tax Considerations" for more details. ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the Securities and Exchange Commission (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii) operate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights as to Account B; and (v) combine Account B with other accounts. We will, of course, provide you with written notice before any of these changes are effected. OTHER CONTRACTS We offer other variable annuity contracts that also invest in the same portfolios of the Trusts. These contracts have different charges that could effect their performance, and may offer different benefits more suitable to your needs. To obtain more information about these other contracts, contact our Customer Service Center or your registered representative. OTHER IMPORTANT PROVISIONS See "Withdrawals," "Transfers Among Your Investments," "Death Benefit," "Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in this prospectus for information on other important provisions in your Contract. 14 [Shaded Section Header] - ----------------------------------------------------------------------- WITHDRAWALS - ----------------------------------------------------------------------- Any time during the accumulation phase and before the death of the annuitant, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than 90% of the cash surrender value, we will treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount in any contract year is 15% of your contract value on the date of withdrawal less any withdrawals during that contract year. You need to submit to us a written request specifying the subaccounts from which amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts in which you are invested. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made. For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Asset subaccount) prior to processing the withdrawal. This transfer will not effect the withdrawal amount you receive. We offer the following three withdrawal options: REGULAR WITHDRAWALS After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $1,000. If you take more than one regular withdrawal in a contract year, we impose a charge of the lesser of $25 and 2.0% of each additional amount withdrawn. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawals on a monthly or quarterly basis from the contract value in the subaccounts in which you are invested. You may elect payments to start as early as 28 days after the contract date. You choose the date on which the withdrawals will be made but this date cannot be later than the 28th day of the month. If you do not choose a date, we will make the withdrawals on the same calendar day of each month as the contract date. Each withdrawal payment must be at least $100. The amount of your withdrawal can either be a (i) fixed dollar amount, or (ii) an amount based on a percentage of your contract value from the subaccounts in which you are invested. Both options are subject to the following maximums: FREQUENCY MAXIMUM PERCENTAGE Monthly 1.25% Quarterly 3.75% If you select a fixed dollar amount and the amount to be systematically withdrawn would exceed the applicable maximum percentage of your contract value on the withdrawal date, we will reduce the amount withdrawn so that it equals such percentage. If you select a percentage and the amount to be systematically withdrawn based on that percentage would be less than the minimum of $100, we will increase the amount to $100 provided it does not exceed the maximum percentage. If it is below the maximum percentage we will send the $100. If it is above the maximum percentage we will send the amount, and then cancel the option. You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. You may elect to have this option commence in a contract year where a regular withdrawal has been taken, but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal. You may not elect this if you are taking IRA withdrawals. 15 IRA WITHDRAWALS If you have a non-Roth IRA Contract, and will be at least age 70 1/2 during the current calendar year, you may elect to have distributions made to you to satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout of amounts required to be distributed by the Internal Revenue Service rules governing mandatory distributions under qualified plans. We will send you a notice before your distributions commence. You may elect to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required by Federal tax law, distributions adequate to satisfy the requirements imposed by Federal tax law may be made. Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy the mandatory distribution rules imposed by federal tax law. You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. Under this option, you may elect payments to start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made, but it cannot be later than the 28th day of the month. If no date is selected, we will make the withdrawals on the same calendar day of the month as the contract date. You may request that we calculate for you the amount that is required to be withdrawn from your Contract each year based on the information you give us and various choices you make. For information regarding the calculation and choices you have to make, see the Statement of Additional Information. The minimum dollar amount you can withdraw is $100. When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the contract value, we will cancel the Contract and send you the amount of the cash surrender value. You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at any time by sending us satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING WITHDRAWALS. Your are responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See "Federal Tax Considerations" for more details. [Shaded Section Header] - ----------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - ----------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested at the end of the free look period until the annuity start date. We currently do not charge you for transfers made during a contract year, but reserve the right to charge $25 for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. Transfers will be based on values at the end of the business day in which the transfer request is received at our Customer Service Center. The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount. To make a transfer, you must notify our Customer Service Center and all other administrative requirements must be met. Any transfer request received after 4:00 p.m. eastern time or the close of the New York Stock Exchange will be effected on the next business day. 16 Account B and the Company will not be liable for following instructions communicated by telephone that we reasonably believe to be genuine. We require personal identifying information to process a request for transfer made over the telephone. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $10,000 of contract value in the Limited Maturity Bond subaccount or the Liquid Asset subaccount. These subaccounts serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and less units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $250. If your source account is the Limited Maturity Bond subaccount or the Liquid Asset subaccount, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date. We may in the future offer additional subaccounts or withdraw any subaccount to or from the dollar cost averaging program, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. [Shaded Section Header] - ----------------------------------------------------------------------- DEATH BENEFIT - ----------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless your beneficiary is the surviving spouse and elects to continue the Contract. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1)the contract value; and 2)the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset subaccount will be the lesser of the 7% annual effective rate or the net rate of return for the subaccount during the applicable period. 17 If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1)the cash surrender value; and 2)the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time or purchase, the death benefit is the greater of: (1) the contract value: and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of death, the amount of the benefit payable in the future may be affected. The proceeds may be received in a single sum or applied to any of the annuity options. If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. HOW TO CLAIM PAYMENTS TO BENEFICIARY We must receive due proof of the death of the annuitant or owner (such as an official death certificate) at our Customer Service Center before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. WHEN WE MAKE PAYMENTS We will pay death benefit proceeds and cash surrender value within seven days after our Customer Service Center receives all the information needed to process the payment. DEATH BENEFIT DURING THE INCOME PHASE If the contract owner or the annuitant dies after the annuity start date, the Company will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. [Shaded Section Header] - ----------------------------------------------------------------------- CHARGES AND FEES - ----------------------------------------------------------------------- We deduct the charges described below to cover our cost and expenses, services provided and risks assumed under the Contracts. We incur certain costs and expenses for distributing and administrating the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. The amount of a charge will not always correspond to the actual costs associated. For example, the surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or benefits provided. In the event there are any profits from fees and charges deducted under the Contract, we may use such profits to finance the distribution of contracts. CHARGE DEDUCTION SUBACCOUNT You may elect to have all charges against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Asset subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, the charges will be deducted as discussed below. You may cancel this option at any time by sending satisfactory notice to our Customer Service Center. CHARGES DEDUCTED FROM THE CONTRACT VALUE We deduct the following charges from your contract value: 18 DISTRIBUTION FEE. We deduct a sales load in an annual amount of 1.00% of each premium at the end of each contract year for a period of 6 years from the date we receive and accept each premium payment. SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a "surrender charge") if you surrender your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 7-year period from the date we receive and accept a premium payment. The surrender charge is based on a percentage of each premium payment. This charge is intended to cover sales expenses that we have incurred. We may in the future reduce or waive the surrender charge in certain situations, and will never charge more than the maximum surrender charges as designated in this prospectus. The percentage of premium payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have elapsed since that premium payment was made. We determine the surrender charge as a percentage of each premium payment as follows: COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+ SINCE PREMIUM PAYMENT | | | | | | SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0% We will waive the surrender charge in most states in the following events: (i) you begin receiving qualified extended medical care on or after the first contract anniversary for at least 45 days during a 60 day period and your request for the surrender or withdrawal, together with all required documentation is received at our Customer Service Center during the term of your care or within 90 days after the last day of your care; or (ii) you are first diagnosed by a qualifying medical professional, on or after the first contract anniversary, as having a qualifying terminal illness. We have the right to require an examination by a physician of our choice. If we require such an examination, we will pay for it. You are required to send us satisfactory written proof of illness. The waiver of surrender charge may not be available in all states. Contracts with a contract date prior to May 3, 1993 and the prospectus delivered in connection with such contracts, described the sales load as a deferred load, which is equivalent to the combination of the distribution fee and surrender charge described above. Limited Edition contracts purchased through Golden American Separate Account D and the prospectus delivered in connection with such contracts also described the sales load as a deferred load. FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is 15% of your contract value on the date of withdrawal less any withdrawals during that contract year. SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge for excess withdrawals. We consider a withdrawal to be an "excess withdrawal" when the amount you withdraw in any contract year exceeds the Free Withdrawal Amount. Where you are receiving systematic withdrawals, any combination of regular withdrawals taken and any systematic withdrawals expected to be received in a contract year will be included in determining the amount of the excess withdrawal. Such a withdrawal will be considered a partial surrender of the Contract and we will impose a surrender charge and any associated premium tax. We will deduct such charges from the contract value in proportion to the contract value in each subaccount from which the excess withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such subaccounts, we will deduct charges proportionately from all other subaccounts in which you are invested. For the purpose of calculating the surrender charge for an excess withdrawal: a) we treat premiums as being withdrawn on a first-in, first-out basis; and b) amounts withdrawn which are not considered an excess withdrawal are not considered a withdrawal of any premium payments. Although we treat premium payments as being withdrawn before earnings for purpose of calculating the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first. PREMIUM TAXES. We may make a charge for state and local premium taxes depending on the contract owner's state of residence. The tax can range from 0% to 3.5% of the premium. We have the right to change this amount to conform with changes in the law or if the contract owner changes state of residence. 19 We deduct the premium tax from your contract value on the annuity start date. However, some jurisdictions impose a premium tax at the time that initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it on surrender of the Contract, on excess withdrawals or on the annuity start date. ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each Contract anniversary, or if you surrender your Contract prior to a Contract anniversary, at the time we determine the cash surrender value payable to you. The amount deducted is $40 per Contract. This charge is waived if you have a contract value exceeding $100,000 at the end of a contract year or the sum of the premiums paid equals or exceeds $100,000. We deduct the annual administrative charge proportionately from all subaccounts in which you are invested. TRANSFER CHARGE. We deduct a $25 fee for each transfer after the twelfth transfer in a contract year. We deduct the charge from the subaccounts from which each such transfer is made in proportion to the amount being transferred from each such subaccount, unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply to any transfers due to the election of dollar cost averaging and transfers we make to and from any subaccount specially designated by the Company for such purpose. REGULAR WITHDRAWAL CHARGE. If you take more than one regular withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional regular withdrawal. The charge is deducted from the division(s) from which each such regular withdrawal is made in proportion to the amount being withdrawn from each division, unless you have chosen to use the Charge Deduction Division. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of 0.002477% (equivalent to an annual rate of 0.90%) of the assets you have in each subaccount. ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge from the assets in each subaccount, to compensate us for a portion of the administrative expenses under the Contract. The daily charge is at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the assets in each subaccount. TRUST EXPENSES There are fees and charges deducted from each investment portfolio of the Trusts. Please read the respective Trust prospectus for details. [Shaded Section Header] - ----------------------------------------------------------------------- THE ANNUITY OPTIONS - ----------------------------------------------------------------------- ANNUITIZATION OF YOUR CONTRACT If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the contract owner under an income plan. We will make these payments under the annuity option chosen. You may change an annuity option by making a written request to us at least 30 days before the annuity start date. The amount of the payments will be determined by applying your contract value on the annuity start date in accordance with the annuity option you chose. You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law. 20 The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20. For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios. Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a specified period of time or for the life of the annuitant. The amount of life income payments will depend on the form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate) and the applicable payment rate. Our approval is needed for any option where: (1)The person named to receive payment is other than the contract owner or beneficiary; (2)The person named is not a natural person, such as a corporation; or (3)Any income payment would be less than the minimum annuity income payment allowed. SELECTING THE ANNUITY START DATE You select the date on which the annuity payments commence. The annuity start date must be at least 3 years from the contract date, but before the month immediately following the annuitant's 90th birthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years. For Contracts with contract dates before May 3, 1993, different annuity commencement date limitations may apply. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday. If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. See "Federal Tax Considerations" and the Statement of Additional Information. For a Contract purchased in connection with a qualified plan, other than a Roth IRA, distributions must commence not later than April 1st of the calendar year following the calendar year in which you attain age 70 1/2 or, in some cases, retire. Distributions may be made through annuitization or withdrawals. Consult your tax advisor. FREQUENCY OF ANNUITY PAYMENTS You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on minimum payments that we will allow. THE ANNUITY OPTIONS We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity option, the contract value in the subaccounts is transferred to the Company's general account. OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly payments in equal installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the cash surrender value 21 or contract value is applied under this option, a 10% penalty tax may apply to the taxable portion of each income payment until the contract owner reaches age 59 1/2. OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the life of the annuitant in equal monthly installments and guaranteed for at least a period certain such as 10 or 20 years. Other periods certain may be available to you on request. You may choose a refund period instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee that each payment will be at least the amount specified in the Contract corresponding to the person's age on his or her last birthday before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them. OPTION 3. JOINT LIFE INCOME. This option is available when there are 2 persons named to determine annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living. There is no minimum number of payments. Monthly payment amounts are available if you ask for them. OPTION 4. ANNUITY PLAN. The contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. PAYMENT WHEN NAMED PERSON DIES When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and Golden American. The amounts we will pay are determined as follows: 1) For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments. Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is never less than 3% for Option 1 and 3.50% for Option 2 per year. We will, however, base the discount interest rate on the interest rate used to calculate the payments for Options 1 and 2 if such payments were not based on the tables in the Contract. 2) For Option 3, no amounts are payable after both named persons have died. 3) For Option 4, the annuity option agreement will state the amount we will pay, if any. [Shaded Section Header] - ----------------------------------------------------------------------- OTHER CONTRACT PROVISIONS - ----------------------------------------------------------------------- REPORTS TO CONTRACT OWNERS We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also show the allocation of your contract value and reflects the amounts deducted from or added to the contract value since the last report. We will also send you copies of any shareholder reports of the investment portfolios in which Account B invests, as well as any other reports, notices or documents we are required by law to furnish to you. SUSPENSION OF PAYMENTS The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (1) when the New York Stock Exchange is closed; (2) when trading on the New York Stock Exchange is restricted; (3) when an emergency exists as determined by the Securities and Exchange Commission so that the sale of securities held in Account B may not reasonably occur or so that the Company may not reasonably determine the value of Account B's net 22 assets; or (4) during any other period when the Securities and Exchange Commission so permits for the protection of security holders. IN CASE OF ERRORS IN YOUR APPLICATION If an age or sex given in the application or enrollment form is misstated, the amounts payable or benefits provided by the Contract shall be those that the premium payment would have bought at the correct age or sex. ASSIGNING THE CONTRACT AS COLLATERAL You may assign a non-qualified Contract as collateral security for a loan but understand that your rights and any beneficiary's rights may be subject to the terms of the assignment. An assignment may have federal tax consequences. You must give us satisfactory written notice at our Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any assignment. CONTRACT CHANGES APPLICABLE TAX LAW We have the right to make changes in the Contract to continue to qualify the Contract as an annuity. You will be given advance notice of such changes. OTHER CONTRACT CHANGES You may change the contract to another annuity plan subject to our rules at the time of the change. FREE LOOK You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value, including a refund of any charges deducted. The Contract will be void as of the day we receive your Contract and your request. Some states require that we return the premium paid rather than the contract value. In these states, your premiums designated for investment in the subaccounts will be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Asset subaccount). If you exercise your right to cancel, we will return the greater of (a) the premium invested, and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states be allocated to the specially designated subaccount during the free look period. If you keep your Contract after the free look period, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, chosen by you. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce any surrender, administration, and mortality and expense risk charges. We may also change the minimum initial and additional premium requirements, or offer an alternative or reduced death benefit. SELLING THE CONTRACT Directed Services, Inc. is principal underwriter and distributor of the Contract as well as for other contracts issued through Account B and other separate accounts of Golden American. We pay Directed Services Inc. for acting as principal underwriter under a distribution agreement which in turn pays the writing agent. The principal address of Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. Directed Services enters into sales agreements with broker-dealers to sell the Contracts through registered representatives who are licensed to sell securities and variable insurance products. These broker-dealers are registered with the SEC and are members of the National Association of Securities Dealers, Inc. DSI receives a maximum of 6% commission, and passes through 100% of the commission to the broker-dealer whose registered representative sold the contract. 23 [Shaded Table Header] Underwriter Compensation |----------------------------------------------------------------------------| | NAME OF PRINCIPAL | AMOUNT OF | OTHER | | UNDERWRITER | COMMISSION TO BE PAID | COMPENSATION | | | | | | Directed Services, Inc. | Maximum of 6% | Reimbursement of any | | | of any initial | covered expenses incurred| | | or additional | by registered | | | premium payments | representatives in | | | except when combined | connection with | | | with some annual | the distribution | | | trail commissions. | of the Contracts. | |----------------------------------------------------------------------------| Certain sales agreements may provide for a combination of a certain percentage of commission at the time of sale and an annual trail commission (which when combined could exceed 6% of total premium payments). [Shaded Section Header] - ----------------------------------------------------------------------- OTHER INFORMATION - ----------------------------------------------------------------------- VOTING RIGHTS We will vote the shares of a Trust owned by Account B according to your instructions. However, if the Investment Company Act of 1940 or any related regulations should change, or if interpretations of it or related regulations should change, and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so. We determine the number of shares that you have in a subaccount by dividing the Contract's contract value in that subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust's meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from all Contracts in that subaccount. We will also vote shares we hold in Account B which are not attributable to contract owners in the same proportion. YEAR 2000 PROBLEM Like other business organizations and individuals around the world, Golden American and Account B could be adversely affected if the computer systems doing the accounts processing or on which Golden American and/or Account B relies do not properly process and calculate date-related information related to the end of the year 1999. This is commonly known as the Year 2000 (or Y2K) Problem. Golden American is taking steps that it believes are reasonably designed to address the Year 2000 Problem with respect to the computer systems that it uses and to obtain satisfactory assurances that comparable steps are being taken by its and Account B's major service providers. At this time, however, we cannot guarantee that these steps will be sufficient to avoid any adverse impact on Golden American and Account B. STATE REGULATION We are regulated by the Insurance Department of the State of Delaware. We are also subject to the insurance laws and regulations of all jurisdictions where we do business. The variable Contract offered by this prospectus has been approved where required by those jurisdictions. We are required to submit annual statements of our operations, including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations. LEGAL PROCEEDINGS The Company, like other insurance companies, may be involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. We believe that currently there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Company or Account B. 24 LEGAL MATTERS The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire, Executive Vice President, General Counsel and Secretary of Golden American. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to federal securities laws. EXPERTS The audited financial statements of Golden American Life Insurance Company and Account B appearing or incorporated by reference in the Statement of Additional Information and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing or incorporated by reference in the Statement of Additional Information and in the Registration Statement and are included or incorporated by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. [Shaded Section Header] - ----------------------------------------------------------------------- FEDERAL TAX CONSIDERATIONS - ----------------------------------------------------------------------- The following summary provides a general description of the federal income tax considerations associated with this Contract and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. You should consult your counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the present federal income tax laws. We do not make any representations as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the IRS. TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED The Contract may be purchased on a non-tax-qualified basis or purchased on a tax-qualified basis. Qualified Contracts are designed for use by individuals whom premium payments are comprised solely of proceeds from and/or contributions under retirement plans that are intended to qualify as plans entitled to special income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code. The ultimate effect of federal income taxes on the amounts held under a Contract, or annuity payments, depends on the type of retirement plan, on the tax and employment status of the individual concerned, and on our tax status. In addition, certain requirements must be satisfied in purchasing a qualified Contract with proceeds from a tax- qualified plan and receiving distributions from a qualified Contract in order to continue receiving favorable tax treatment. Some retirement plans are subject to distribution and other requirements that are not incorporated into our Contract administration procedures. Contract owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the Contract comply with applicable law. Therefore, you should seek competent legal and tax advice regarding the suitability of a Contract for your particular situation. The following discussion assumes that qualified Contracts are purchased with proceeds from and/or contributions under retirement plans that qualify for the intended special federal income tax treatment. TAX STATUS OF THE CONTRACTS DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a variable account be "adequately diversified" in order for the Contracts to be treated as annuity contracts for federal income tax purposes. It is intended that Account B, through the subaccounts, will satisfy these diversification requirements. In certain circumstances, owners of variable annuity contracts have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the separate account assets. There 25 is little guidance in this area, and some features of the Contracts, such as the flexibility of a contract owner to allocate premium payments and transfer contract values, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give contract owners investment control over Account B assets, we reserve the right to modify the Contracts as necessary to prevent a contract owner from being treated as the owner of the Account B assets supporting the Contract. REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for federal income tax purposes, the Code requires any non- qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of your death. The non-qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise. Other rules may apply to Qualified Contracts. The following discussion assumes that the Contracts will qualify as annuity contracts for federal income tax purposes. TAX TREATMENT OF ANNUITIES IN GENERAL. We believe that if you are a natural person you will generally not be taxed on increases in the value of a Contract until a distribution occurs or until annuity payments begin. (For these purposes, the agreement to assign or pledge any portion of the contract value, and, in the case of a qualified Contract, any portion of an interest in the qualified plan, generally will be treated as a distribution.) TAXATION OF NON-QUALIFIED CONTRACTS NON-NATURAL PERSON. The owner of any annuity contract who is not a natural person generally must include in income any increase in the excess of the contract value over the "investment in the contract" (generally, the premiums or other consideration paid for the contract) during the taxable year. There are some exceptions to this rule and a prospective contract owner that is not a natural person may wish to discuss these with a tax adviser. The following discussion generally applies to Contracts owned by natural persons. WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner's investment in the Contract at that time. The tax treatment of market value adjustments is uncertain. You should consult a tax adviser if you are considering taking a withdrawal from your Contract in circumstances where a market value adjustment would apply. In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the extent it exceeds the contract owner's investment in the Contract. PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a non-qualified Contract, there may be imposed a federal tax penalty equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions: o made on or after the taxpayer reaches age 59 1/2; o made on or after the death of a contract owner; o attributable to the taxpayer's becoming disabled; or o made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer. 26 Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax. ANNUITY PAYMENTS. Although tax consequences may vary depending on the payment option elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the Contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income. TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract because of your death or the death of the annuitant. Generally, such amounts are includible in the income of recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payment option, they are taxed in the same way as annuity payments. TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A transfer or assignment of ownership of a Contract, the designation of an annuitant, the selection of certain dates for commencement of the annuity phase, or the exchange of a Contract may result in certain tax consequences to you that are not discussed herein. A contract owner contemplating any such transfer, assignment or exchange, should consult a tax advisor as to the tax consequences. WITHHOLDING. Annuity distributions are generally subject to withholding for the recipient's federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions. MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are issued by us (or our affiliates) to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner's income when a taxable distribution occurs. TAXATION OF QUALIFIED CONTRACTS The Contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and contributions of the plan itself. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59 1/2 (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Therefore, no attempt is made to provide more than general information about the use of the Contracts with the various types of qualified retirement plans. Contract owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under these qualified retirement plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract, but we shall not be bound by the terms and conditions of such plans to the extent such terms contradict the Contract, unless the Company consents. DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as under a non-qualified Contract. When a withdrawal from a qualified Contract occurs, a pro rata portion of the amount received is taxable, generally based on the ratio of the contract owner's investment in the Contract (generally, the premiums or other consideration paid for the Contract) to the participant's total accrued benefit balance under the retirement plan. For Qualified Contracts, the investment in the Contract can be zero. For Roth IRAs, distributions are generally not taxed, except as described below. For qualified plans under Section 401(a) and 403(b), the Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the contract owner (or plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a specified form or manner. If the plan participant is a "5 percent owner" (as defined in the Code), distributions generally must begin no later than April 1 of the calendar year following the calendar year in which the contract owner 27 (or plan participant) reaches age 70 1/2. For IRAs described in Section 408, distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the contract owner (or plan participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require distributions at any time before the contract owner's death. WITHHOLDING. Distributions from certain qualified plans generally are subject to withholding for the contract owner's federal income tax liability. The withholding rates vary according to the type of distribution and the contract owner's tax status. The contract owner may be provided the opportunity to elect not to have tax withheld from distributions. "Eligible rollover distributions" from section 401(a) plans and section 403(b) tax-sheltered annuities are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is the taxable portion of any distribution from such a plan, except certain distributions that are required by the Code or distributions in a specified annuity form. The 20% withholding does not apply, however, if the contract owner chooses a "direct rollover" from the plan to another tax-qualified plan or IRA. Brief descriptions of the various types of qualified retirement plans in connection with a Contract follow. We will endorse the Contract as necessary to conform it to the requirements of such plan. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under the Contract which do not satisfy the requirements of Section 72(s) of the Code. If any owner of a non-qualified contract dies before the annuity start date, the death benefit payable to the beneficiary will be distributed as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner's date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner's date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner's date of death. Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is the deceased owner's surviving spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner's death. Upon receipt of such election from the spouse at our Customer Service Center: (1) all rights of the spouse as contract owner's beneficiary under the Contract in effect prior to such election will cease; (2) the spouse will become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and only if the deceased owner was the annuitant; and (3) all rights and privileges granted by the Contract or allowed by Golden American will belong to the spouse as contract owner of the Contract. This election will be deemed to have been made by the spouse if such spouse makes a premium payment to the Contract or fails to make a timely election as described in this paragraph. If the owner's beneficiary is a nonspouse, the distribution provisions described in subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner's death. If we do not receive an election from a nonspouse owner's beneficiary within the 1-year period after the contract owner's date of death, then we will pay the death benefit to the owner's beneficiary in a cash payment within five years from date of death. We will determine the death benefit as of the date we receive proof of death. We will make payment of the proceeds on or before the end of the 5-year period starting on the owner's date of death. Such cash payment will be in full settlement of all our liability under the Contract. If the contract owner dies after the annuity start date, we will continue to distribute any benefit payable at least as rapidly as under the annuity option then in effect. All of the contract owner's rights granted under the Contract or allowed by us will pass to the contract owner's beneficiary. If the Contract has joint owners we will consider the date of death of the first joint owner as the death of the contract owner and the surviving joint owner will become the contract owner of the Contract. 28 CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS Section 401(a) of the Code permits corporate employers to establish various types of retirement plans for employees, and permits self- employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of the Contracts to accumulate retirement savings under the plans. Adverse tax or other legal consequences to the plan, to the participant, or to both may result if this Contract is assigned or transferred to any individual as a means to provide benefit payments, unless the plan complies with all legal requirements applicable to such benefits before transfer of the Contract. Employers intending to use the Contract with such plans should seek competent advice. INDIVIDUAL RETIREMENT ANNUITIES Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an "Individual Retirement Annuity" or "IRA." These IRAs are subject to limits on the amount that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the time when distributions commence. Also, distributions from certain other types of qualified retirement plans may be "rolled over" or transferred on a tax- deferred basis into an IRA. There are significant restrictions on rollover or transfer contributions from Savings Incentive Match Plans (SIMPLE), under which certain employers may provide contributions to IRAs on behalf of their employees, subject to special restrictions. Employers may establish Simplified Employee Pension (SEP) Plans to provide IRA contributions on behalf of their employees. Sales of the Contract for use with IRAs may be subject to special requirements of the IRS. ROTH IRAS Section 408A of the Code permits certain eligible individuals to contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations, are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject to tax, and other special rules may apply. 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 the Roth IRA. TAX SHELTERED ANNUITIES Section 403(b) of the Code allows 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 1/2, separation from service, death or disability. Salary reduction contributions may also be distributed upon hardship, but would generally be subject to penalties. OTHER TAX CONSEQUENCES As noted above, the foregoing comments about the federal tax consequences under the Contracts are not exhaustive, and special rules are provided with respect to other tax situations not discussed in this prospectus. Further, the federal income tax consequences discussed herein reflect our understanding of current law, and the law may change. Federal estate and state and local estate, inheritance and other tax consequences of ownership or receipt of distributions under a Contract depend on the individual circumstances of each contract owner or recipient of the distribution. A competent tax adviser should be consulted for further information. POSSIBLE CHANGES IN TAXATION Although the likelihood of legislative change is uncertain, there is always the possibility that the tax treatment of the Contracts could change by legislation or other means. It is also possible that any change could be retroactive (that is, effective before the date of the change). A tax adviser should be consulted with respect to legislative developments and their effect on the Contract. 29 30 [Shaded Section Header] - ----------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION - ----------------------------------------------------------------------- TABLE OF CONTENTS ITEM PAGE Introduction............................................1 Description of Golden American Life Insurance Company...1 Safekeeping of Assets...................................1 The Administrator.......................................1 Independent Auditors....................................1 Distribution of Contracts...............................1 Performance Information.................................2 IRA Withdrawal Option...................................6 Other Information.......................................6 Financial Statements of Separate Account B..............6 Appendix Description of Bond Ratings.................A-1 - -------------------------------------------------------------------------- PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS COVER. - -------------------------------------------------------------------------- PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B. Please Print or Type: -------------------------------------------------- NAME -------------------------------------------------- SOCIAL SECURITY NUMBER -------------------------------------------------- STREET ADDRESS -------------------------------------------------- CITY, STATE, ZIP (DVA 5/99 6%) 91 This page intentionally left blank. 92 APPENDIX A CONDENSED FINANCIAL INFORMATION The following tables give (1) the accumulation unit value ("AUV"), (2) the total number of accumulation units, and (3) the total accumulation unit value for each subaccount of Golden American Separate Account B available under the Contract for the indicated periods. The commencement date of each subaccount and the starting accumulation unit value is noted on the last row of each table. The Managed Global subaccount commenced operations initially as a subaccount of another separate account, the Managed Global Account of Separate Account D of Golden American; however, at the time of conversion the value of an accumulation unit did not change. As of May 1, 1999, we no longer accept new allocations into the All-Growth and Growth Opportunities subaccounts. LIQUID ASSET [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.89 1,767,965 $26,328 | | 1997 14.32 1,598,949 22,894 | | 1996 13.76 1,707,724 23,502 | | 1995 13.24 2,096,044 27,757 | | 1994 12.68 2,794,493 35,422 | | 1993 12.35 914,801 11,295 | | 1992 12.15 499,686 6,072 | | 1991 11.90 64,151 764 | | 1990 11.38 8,420 | | 1989 10.68 2,191 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| LIMITED MATURITY BOND [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $17.42 2,087,318 $36,352 | | 1997 16.46 2,370,299 39,020 | | 1996 15.59 2,887,112 45,004 | | 1995 15.10 4,103,020 61,935 | | 1994 13.65 4,956,843 67,647 | | 1993 13.95 4,541,627 63,358 | | 1992 13.27 2,156,633 28,616 | | 1991 12.78 327,992 4,193 | | 1990 11.61 8,010 | | 1989 10.88 2,596 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| A1 GLOBAL FIXED INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $13.31 13,446 $ 179 | | 5/1/89 12.28 -- -- | |-------------------------------------------------------------| TOTAL RETURN [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $18.02 431,678 $ 7,778 | | 1997 16.31 206,943 3,375 | | 1/20/97 13.93 -- -- | |-------------------------------------------------------------| EQUITY INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.80 7,799,102 $177,844 | | 1997 21.28 9,651,400 205,341 | | 1996 18.30 12,399,943 226,919 | | 1995 17.00 16,134,381 274,218 | | 1994 14.43 18,607,114 268,575 | | 1993 14.75 15,891,397 234,442 | | 1992 13.41 5,539,622 74,284 | | 1991 13.30 1,341,835 17,841 | | 1990 11.19 23,963 | | 1989 10.82 15,556 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| A2 FULLY MANAGED [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $21.34 4,133,650 $ 88,227 | | 1997 20.36 5,032,148 102,451 | | 1996 17.83 6,069,822 108,215 | | 1995 15.48 7,054,994 109,184 | | 1994 12.95 7,157,931 92,695 | | 1993 14.11 6,925,734 97,693 | | 1992 13.24 2,028,812 26,869 | | 1991 12.59 186,207 2,345 | | 1990 9.87 5,414 | | 1989 10.38 5,334 | | 1/24/89 10.00 -- | |-------------------------------------------------------------| RISING DIVIDENDS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $23.06 4,465,604 $102,983 | | 1997 20.41 4,885,378 99,708 | | 1996 15.88 5,296,367 84,105 | | 1995 13.30 5,536,766 73,617 | | 1994 4,783,551 49,016 | | 1993 1,347,635 13,866 | | 10/4/93 10.00 -- -- | |-------------------------------------------------------------| GROWTH & INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $17.20 486,360 $ 8,365 | | 1997 15.51 559,791 8,685 | | 1996 12.52 389,432 4,877 | | 9/3/96 10.97 -- -- | |-------------------------------------------------------------| A3 GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $16.47 299,829 $ 4,940 | | 1997 13.12 230,798 3,028 | | 1/20/97 12.05 -- -- | |-------------------------------------------------------------| VALUE EQUITY [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $18.58 1,052,008 $19,542 | | 1997 18.48 1,369,251 25,301 | | 1996 14.66 1,387,641 20,348 | | 1995 13.39 1,676,442 22,449 | | 1/1/95 10.00 -- -- | |-------------------------------------------------------------| RESEARCH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $23.27 488,822 $11,377 | | 1997 19.11 310,066 5,924 | | 1/20/97 16.31 -- -- | |-------------------------------------------------------------| STRATEGIC EQUITY [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.40 772,105 $11,117 | | 1997 14.42 1,011,370 14,587 | | 1996 11.83 830,804 9,828 | | 1995 10.01 362,606 3,629 | | 10/2/95 10.00 -- -- | |-------------------------------------------------------------| A4 CAPITAL APPRECIATION [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $25.13 4,689,939 $117,875 | | 1997 22.53 5,724,823 128,989 | | 1996 17.65 6,704,917 118,334 | | 1995 14.83 7,627,317 113,076 | | 1994 11.50 7,419,377 85,356 | | 1993 11.81 6,989,513 82,535 | | 1992 11.01 1,421,494 15,655 | | 5/4/92 10.00 -- -- | |-------------------------------------------------------------| MID-CAP GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.84 315,603 $ 7,210 | | 1997 18.79 239,052 4,492 | | 1996 15.86 167,020 2,649 | | 9/3/96 14.79 -- -- | |-------------------------------------------------------------| SMALL CAP [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $15.55 701,203 $10,908 | | 1997 12.99 895,702 11,632 | | 1996 11.89 922,560 10,970 | | 1/2/96 10.00 -- -- | |-------------------------------------------------------------| A5 REAL ESTATE [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.60 1,158,462 $26,182 | | 1997 26.38 1,522,527 40,160 | | 1996 21.70 1,740,369 37,764 | | 1995 16.20 1,965,015 31,835 | | 1994 14.04 2,403,805 33,740 | | 1993 13.33 1,879,946 25,064 | | 1992 11.48 180,596 2,074 | | 1991 10.19 15,424 157 | | 1990 7.68 310 | | 1989 9.90 650 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| HARD ASSETS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.85 752,885 $11,178 | | 1997 21.30 1,137,136 24,217 | | 1996 20.26 1,426,490 28,904 | | 1995 15.36 1,433,795 22,026 | | 1994 14.02 1,917,571 26,880 | | 1993 13.81 1,081,745 14,939 | | 1992 9.30 52,270 486 | | 1991 10.42 14,155 148 | | 1990 10.05 2,460 | | 1989 11.86 2,321 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| MANAGED GLOBAL [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $15.27 3,944,829 $ 60,230 | | 1997 11.93 5,055,107 60,290 | | 1996 10.74 6,082,208 65,322 | | 1995 9.66 72,375 | | 1994 9.09 9,146,015 83,148 | | 1993 10.52 8,037,403 84,537 | | 1992 10.01 3,869,327 38,724 | | 10/21/92 10.00 -- -- | |-------------------------------------------------------------| A6 DEVELOPING WORLD [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ 7.31 4,598 $ 34 | | 5/1/89 10.43 -- -- | |-------------------------------------------------------------| EMERGING MARKETS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ 6.64 1,548,999 $ 10,288 | | 1997 8.84 2,213,928 19,566 | | 1996 9.85 2,752,396 27,112 | | 1995 9.27 3,533,661 32,775 | | 1994 10.42 5,090,502 53,052 | | 1993 12.41 2,094,301 25,990 | | 10/4/93 10.00 -- -- | |-------------------------------------------------------------| PIMCO HIGH YIELD BOND [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $10.11 107,998 $ 1,092 | | 5/1/98 10.00 -- -- | |-------------------------------------------------------------| PIMCO STOCKSPLUS GROWTH AND INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $11.14 160,283 $ 1,786 | | 5/1/98 10.00 -- -- | |-------------------------------------------------------------| A7 ALL-GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $16.03 2,394,552 $38,396 | | 1997 14.79 3,158,455 46,708 | | 1996 14.11 4,275,253 60,324 | | 1995 14.34 5,828,945 83,560 | | 1994 11.83 5,569,278 65,874 | | 1993 13.39 3,755,633 50,290 | | 1992 12.69 1,230,777 15,623 | | 1991 13.16 225,266 2,965 | | 1990 9.74 4,528 | | 1989 10.71 3,078 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| GROWTH OPPORTUNITIES [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ 9.69 13,050 $ 126 | | 5/1/89 10.79 -- -- | |-------------------------------------------------------------| A8 GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware - -------------------------------------------------------------------------- G 3107 5/99 GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY [begin shaded block] PROFILE OF GOLDENSELECT DVA SERIES 100 FIXED AND VARIABLE ANNUITY CONTRACT MAY 1, 1999 [inset within shaded block] This Profile is a summary of some of the more important points that you should know and consider before purchasing the Contract. The Contract is more fully described in the full prospectus which accompanies this Profile. Please read the prospectus carefully. [end inset within shaded block] [end shaded block] 1.THE ANNUITY CONTRACT The Contract offered in this prospectus is a deferred variable annuity contract between you and Golden American Life Insurance Company. The Contract provides a means for you to invest on a tax- deferred basis in one or more of 22 mutual fund investment portfolios (listed on the next page) through our Separate Account B listed on the next page. You may not make any money, and you can even lose the money you invest. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the date on which you start receiving the annuity payments under your Contract. The amounts you accumulate during the accumulation phase will generally determine the amount of annuity payments you will receive. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. You determine (1) the amount and frequency of premium payments, (2) the investments, (3) transfers between investments, (4) the type of annuity to be paid after the accumulation phase, (5) the beneficiary who will receive the death benefits, and (6) the amount and frequency of withdrawals. 2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE) Annuity payments are the periodic payments you will begin receiving on the annuity start date. You may choose one of the following annuity payment options: [Table with Shaded Heading] Annuity Options |------------------------------------------------------------------------| | Option 1 Income for a Payments are made for a specified | | fixed period number of years to you | | or your beneficiary. | |------------------------------------------------------------------------| | Option 2 Income for Payments are made for the rest of | | life with a your life or longer for a specified | | period certain period such as 10 or 20 years or | | until the total amount used to buy | | this option has been repaid. This | | option comes with an added guarantee| | that payments will continue to your | | beneficiary for the remainder of | | period if you should die during the | | period. | |------------------------------------------------------------------------| | Option 3 Joint life income Payments are made for your life | | and the life of another person | | (usually your spouse). | |------------------------------------------------------------------------| | Option 4 Annuity plan Any other annuitization plan that we| | choose to offer on the annuity | | start date. | |------------------------------------------------------------------------| Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under Option 4 may be fixed or variable. Once you elect an annuity option and begin to receive payments, it cannot be changed. 3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE) You may purchase the Contract with an initial payment of $25,000 or more for qualified and non-qualified contracts up to and including age 85. We will only accept a rollover contribution of $25,000 or more for qualified plans. You may make additional payments of $500 or more ($250 for a qualified Contract) at any time before you turn 85. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. Who may purchase this Contract? The Contract may be purchased by individuals as part of a personal retirement plan (a "non-qualified Contract"), or as a Contract that qualifies for special tax treatment when purchased as either an Individual Retirement Annuity (IRA) or in connection with a qualified retirement plan (each a "qualified Contract"). The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract if you are looking for a short-term investment or if you cannot risk getting back less money than you put in. 4.THE INVESTMENT PORTFOLIOS You can direct your money into any one or more of the following 24 mutual fund investment portfolios through our Separate Account B. The investment portfolios are described in the prospectuses for the GCG Trust and the PIMCO Variable Insurance Trust. But if you invest in any of the following investment portfolios, depending on market conditions, you may make or lose money: THE GCG TRUST Liquid Asset Series Growth & Income Series Small Cap Series Limited Maturity Bond Series Growth Series Real Estate Series Global Fixed Income Series Value Equity Series Hard Assets Series Total Return Series Research Series Managed Global Series Equity Income Series Strategic Equity Series Developing World Series Fully Managed Series Capital Appreciation Series Emerging Markets Series Rising Dividends Series Mid-Cap Growth Series THE PIMCO TRUST PIMCO High Yield Bond Portfolio PIMCO StocksPLUS Growth and Income Portfolio
2 5.EXPENSES The Contract has insurance features and investment features, and there are costs related to each. We also collect a mortality and expense risk charge and an asset-based administrative charge. These 2 charges are deducted daily directly from the amounts in the investment portfolios. The annual rate of the mortality and expense risk charge is 1.25%. The asset-based administrative charge is 0.10% annually. Mortality & Expense Risk Charge.......1.25% Asset-Based Administrative Charge.....0.10% Total..............................1.35% Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.59% to 1.83% annually (see following table) of the portfolio's average daily net asset balance. If you withdraw money from your Contract, or if you begin receiving annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct a distribution fee (annual sales load) in an annual amount of 0.65% of each premium at the end of each contract year for a period of 10 years from the date we receive and accept each premium payment. We deduct a withdrawal charge for each regular withdrawal after the first in a contract year. The withdrawal charge is the lesser of $25 or 2% of each withdrawal. The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column includes the mortality and expense risk charge and the asset-based administrative charge. The "Total Annual Investment Portfolio Charges" column reflects the portfolio charges for each portfolio and are based on actual expenses during 1998, except for portfolios that commenced operations as of during 1998 where the charges have been annualized. The column "Total Annual Charges" reflects the sum of the previous two columns. The columns under the heading "Examples" show you how much you would pay under the Contract for a 1-year period and for a 10-year period. As required by the Securities and Exchange Commission, the examples assume that you invested $1,000 in a Contract that earns 5% annually and that you withdraw your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10, the examples show the total annual charges assessed during that time. For these examples, the premium tax is assumed to be 0%. 3 [Table with shaded heading and shaded lines for readability] TOTAL ANNUAL EXAMPLES: TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF: INSURANCE PORTFOLIO ANNUAL INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS THE GCG TRUST Liquid Asset 1.35% 0.59% 1.94% $26.20 $285.17 Limited Maturity Bond 1.35% 0.60% 1.95% $26.30 $286.19 Global Fixed Income 1.35% 1.60% 2.95% $36.30 $382.86 Total Return 1.35% 0.97% 2.32% $30.01 $323.20 Equity Income 1.35% 0.98% 2.33% $30.11 $324.17 Fully Managed 1.35% 0.98% 2.33% $30.11 $324.17 Rising Dividends 1.35% 0.98% 2.33% $30.11 $324.17 Growth & Income 1.35% 1.08% 2.43% $31.11 $333.91 Growth 1.35% 1.09% 2.44% $31.21 $334.88 Value Equity 1.35% 0.98% 2.33% $30.11 $324.17 Research 1.35% 0.94% 2.29% $29.71 $320.25 Strategic Equity 1.35% 0.99% 2.34% $30.21 $325.15 Capital Appreciation 1.35% 0.98% 2.33% $30.11 $324.17 Mid-Cap Growth 1.35% 0.95% 2.30% $29.81 $321.23 Small Cap 1.35% 0.99% 2.34% $30.21 $325.15 Real Estate 1.35% 0.99% 2.34% $30.21 $325.15 Hard Assets 1.35% 1.00% 2.35% $30.31 $326.13 Managed Global 1.35% 1.26% 2.61% $32.91 $351.17 Developing World 1.35% 1.83% 3.18% $38.59 $403.64 Emerging Markets 1.35% 1.83% 3.18% $38.59 $403.64 THE PIMCO TRUST PIMCO High Yield Bond 1.35% 0.75% 2.10% $27.80 $301.37 PIMCO StocksPLUS Growth and Income 1.35% 0.65% 2.00% $26.80 $291.28 The "Total Annual Investment Portfolio Charges" reflect current expense reimbursements for the Total Return and Global Fixed Income portfolios. The 1 Year and 10 Year Examples above include the 0.65% distribution fee (annual sales load). For more detailed information, see the fee table in the prospectus for the Contract. 6.TAXES Under a qualified Contract, your premiums are generally pre-tax contributions and accumulate on a tax-deferred basis. Premiums and earnings are generally taxed as income when you make a withdrawal or begin receiving annuity payments, presumably when you are in a lower tax bracket. Under a non-qualified Contract, premiums are paid with after-tax dollars, and any earnings will accumulate tax-deferred. You will be taxed on these earnings, but not on premiums, when you withdraw them from the Contract. For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some cases, retire), you will be required by federal tax laws to begin receiving payments from your annuity or risk paying a penalty tax. In those cases, we can calculate and pay you the minimum required distribution amounts. If you are younger than 59 1/2 when you take money out, in most cases, you will be charged a 10% federal penalty tax on the amount withdrawn. 7.WITHDRAWALS You can withdraw your money at any time during the accumulation phase. You may elect in advance to take systematic withdrawals which are described on page 7. If you take more than one withdrawal (other than a systematic withdrawal) during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional withdrawal. In no event may a withdrawal or a combination of regular withdrawals and systematic withdrawals received or expected to be received during the contract year, exceed 25% of the 4 accumulation value as of the date of the current withdrawal. Income taxes and a penalty tax may apply to amounts withdrawn. 8.PERFORMANCE The value of your Contract will fluctuate depending on the investment performance of the portfolio(s) you choose. The following chart shows average annual total return for 1998. These numbers reflect the deduction of the mortality and expense risk charge and the asset- based administrative charge, but do not reflect deductions for the distribution fee (annual sales load) and any withdrawal charges. If withdrawal charges were reflected, they would have the effect of reducing performance. Please keep in mind that past performance is not a guarantee of future results. CALENDAR YEAR INVESTMENT PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990 Managed by A I M Capital Management, Inc. Capital Appreciation(1) 11.55% 27.67% 19.05% 28.86% (2.57)% 7.22% -- -- -- Strategic Equity(2) (0.17) 21.92 18.19 -- -- -- -- -- -- Managed by T. Rowe Price Associates, Inc. Fully Managed 4.84 14.20 15.20 19.51 (8.20) 6.51 5.16 27.64 (4.15) Equity Income(2) 7.18 16.26 7.67 17.75 (2.16) 10.02 0.86 18.83 3.68 Managed by Kayne Anderson Investment Management, LLC Rising Dividends 12.99 28.53 19.43 29.76 (0.41) -- -- -- -- Managed by EII Realty Securities, Inc. Real Estate (14.32) 21.56 33.94 15.42 5.28 16.10 12.73 32.72 (21.58) Managed by Eagle Asset Management, Inc. Value Equity 0.54 26.01 9.51 33.91 -- -- -- -- -- Managed by Fred Alger Management, Inc. Small Cap 19.77 9.22 18.91 -- -- -- -- -- -- Managed by Putnam Investment Management, Inc. Emerging Markets (24.85) (10.28) 6.20 (11.00)(16.02) -- -- -- -- Managed Global 28.02 11.05 11.19 6.25 (13.57) 5.10 -- -- -- Managed by ING Investment Management, LLC Limited Maturity Bond 5.79 5.60 3.27 10.61 (2.17) 5.14 3.79 10.16 6.79 Liquid Asset 4.00 4.04 3.92 4.47 2.66 1.61 2.09 4.60 6.67 Managed by Pacific Investment Management Company PIMCO High Yield Bond -- -- -- -- -- -- -- -- -- PIMCO StocksPLUS Growth and Income -- -- -- -- -- -- -- -- -- Managed by Alliance Capital Management L.P. Growth & Income(2) 10.85 23.89 -- -- -- -- -- -- -- Managed by Janus Capital Corporation Growth(2) 25.56 14.61 -- -- -- -- -- -- -- Managed by Massachusetts Financial Services Company Mid-Cap Growth 21.58 18.46 19.46 28.16 -- -- -- -- -- Total Return 10.48 19.65 12.54 23.29 -- -- -- -- -- Research 21.82 18.92 22.10 35.21 -- -- -- -- -- Managed by Baring International Investment Limited Global Fixed Income 10.73 (0.34) 3.94 4.81 -- -- -- -- -- Hard Assets(2) (30.29) 5.10 31.90 9.59 1.51 48.43 (10.71) 3.66 (14.70) Developing World(2) -- -- -- -- -- -- -- -- -- __________________________ (1)Prior to April 1, 1999, a different firm managed the Portfolio. (2)Prior to March 1, 1999, a different firm managed the Portfolio.
5 9.DEATH BENEFIT If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset investment portfolio will be the lesser of the 7% annual effective rate or the net rate of return for the portfolio during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value: and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract after subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. If you die after the annuity start date and you are the annuitant, your beneficiary will receive the death benefit you chose under the annuity option then in effect. 10.OTHER INFORMATION FREE LOOK. You may cancel the Contract within 10 days after you receive it. If applicable state law requires a longer free look period, or the return of the premium paid, the Company will comply. If you exercise your right to cancel, we will return the greater of (a) the premium payments made, and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your investment as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. Currently there is no charge for transfers, and we do not limit the number or transfers allowed. The Company may, in the future, charge a $25 fee for any transfer after the twelfth transfer in a contract year or limit the number of transfers allowed. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. 6 ADDITIONAL FEATURES. This Contract has other features you may be interested in. These include: Dollar Cost Averaging. This is a program that allows you to invest a fixed amount of money in the investment portfolios each month, which may give you a lower average cost per unit over time than a single one-time purchase. Dollar cost averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. This option is currently available only if you have $10,000 or more in the Limited Maturity Bond or the Liquid Asset investment. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. Within limits these withdrawals will not result in any withdrawal charge. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. 11.INQUIRIES If you need more information after reading this prospectus, please contact us at: Customer Service Center P.O. BOX 2700 WEST CHESTER, PENNSYLVANIA 19380 (800) 366-0066 or your registered representative. 7 [begin shaded block] GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY MAY 1, 1999 DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT DVA SERIES 100 [end shaded block] - ------------------------------------------------------------------------ This prospectus describes GoldenSelect DVA Series 100, a group and individual deferred variable annuity contract (the "Contract") offered by Golden American Life Insurance Company (the "Company," "we" or "our"). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment ("qualified Contracts") as well as those that do not qualify for such treatment ("non-qualified Contracts"). The Contract provides a means for you to invest your premium payments in one or more of 22 mutual fund investment portfolios. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select. The investment portfolios available under your Contract and the portfolio managers are: T. ROWE PRICE ASSOCIATES, INC. ALLIANCE CAPITAL MANAGEMENT L. P. Fully Managed Series Growth & Income Series Equity Income Series JANUS CAPITAL CORPORATION A I M CAPITAL MANAGEMENT, INC. Growth Series Capital Appreciation Series MASSACHUSETTS FINANCIAL SERVICES COMPANY Strategic Equity Series Mid-Cap Growth Series KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC Total Return Series Rising Dividends Series Research Series EII REALTY SECURITIES, INC. ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE) Real Estate Series Limited Maturity Bond Series BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Liquid Asset Series Hard Assets Series PACIFIC INVESTMENT MANAGEMENT COMPANY Developing World Series PIMCO High Yield Bond Portfolio Global Fixed Income Series PIMCO StocksPLUS Growth and Income Portfolio EAGLE ASSET MANAGEMENT, INC. PUTNAM INVESTMENT MANAGEMENT, INC. Value Equity Series Emerging Markets Series FRED ALGER MANAGEMENT, INC. Managed Global Series Small Cap Series
The above mutual fund investment portfolios are purchased and held by corresponding divisions of our Separate Account B. We refer to the divisions as "subaccounts" in this prospectus. You have a right to return a Contract within 10 days after you receive it for a full refund of the contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states. This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information, dated May 1, 1999 has been filed with the Securities and Exchange Commission. It is available without charge upon request. To obtain a copy of this document, write to our Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website (http://www.sec.gov). The table of contents of the Statement of Additional Information ("SAI") is on the last page of this prospectus and the SAI is made part of this prospectus by reference. - ------------------------------------------------------------------------ THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE GCG TRUST OR THE PIMCO TRUST IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST AND THE PIMCO TRUST. - ----------------------------------------------------------------------- TABLE OF CONTENTS - ----------------------------------------------------------------------- PAGE Index of Special Terms.....................................1 Fees and Expenses..........................................2 Performance Information....................................4 Accumulation Unit.......................................4 Net Investment Factor...................................4 Condensed Financial Information.........................5 Financial Statements....................................5 Performance Information.................................5 Golden American Life Insurance Company.....................6 The Trusts.................................................6 Golden American Separate Account B.........................7 The Investment Portfolios..................................7 Investment Objectives...................................7 Investment Portfolio Management Fees....................9 The Annuity Contract......................................10 Contract Date and Contract Year........................10 Annuity Start Date.....................................10 Contract Owner.........................................10 Annuitant..............................................11 Beneficiary............................................11 Purchase and Availability of the Contract..............11 Crediting of Premium Payments..........................12 Contract Value.........................................12 Cash Surrender Value...................................13 Surrendering to Receive the Cash Surrender Value.......13 Addition, Deletion or Substitution of Subaccounts and Other Changes......................................13 Other Contracts........................................13 Other Important Provisions.............................14 Withdrawals...............................................14 Regular Withdrawals....................................14 Systematic Withdrawals.................................14 IRA Withdrawals........................................15 Transfers Among Your Investments..........................16 Dollar Cost Averaging..................................16 Death Benefit.............................................17 Death Benefit During the Accumulation Phase............17 Death Benefit During the Income Phase..................18 Charges and Fees..........................................18 Charge Deduction Subaccount............................18 Charges Deducted from the Contract Value...............18 Distribution Fee.....................................18 Premium Taxes........................................18 Transfer Charge......................................18 Withdrawal Charge......................................18 Charges Deducted from the Subaccounts..................18 Mortality and Expense Risk Charge....................18 Asset-Based Administrative Charge....................19 Trust Expenses.........................................19 i - ----------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - ----------------------------------------------------------------------- PAGE The Annuity Options.......................................19 Annuitization of Your Contract.........................19 Selecting the Annuity Start Date.......................19 Frequency of Annuity Payments..........................20 The Annuity Options....................................20 Income for a Fixed Period............................20 Income for Life with a Period Certain................20 Joint Life Income....................................20 Annuity Plan.........................................20 Payment When Named Person Dies.........................20 Other Contract Provisions.................................21 Reports to Contract Owners.............................21 Suspension of Payments.................................21 In Case of Errors in Your Application..................21 Assigning the Contract as Collateral...................21 Contract Changes-Applicable Tax Law....................21 Free Look..............................................21 Group or Sponsored Arrangements........................22 Selling the Contract...................................22 Other Information.........................................22 Voting Rights..........................................22 Year 2000 Problem......................................23 State Regulation.......................................23 Legal Proceedings......................................23 Legal Matters..........................................23 Experts................................................23 Federal Tax Considerations................................23 Statement of Additional Information Table of Contents...................................... Appendix A Condensed Financial Information........................A1 ii [Shaded Section Header] - ----------------------------------------------------------------------- INDEX OF SPECIAL TERMS - ----------------------------------------------------------------------- The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term: SPECIAL TERM PAGE Accumulation Unit 4 Annuitant 10 Annuity Start Date 10 Cash Surrender Value 12 Contract Date 10 Contract Owner 10 Contract Value 12 Contract Year 10 Net Investment Factor 4 Death Benefit 16 The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract: TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT Accumulation Unit Value Index of Investment Experience Annuity Start Date Annuity Commencement Date Contract Owner Owner or Certificate Owner Contract Value Accumulation Value Transfer Charge Excess Allocation Charge Free Look Period Right to Examine Period Subaccount(s) Division(s) Net Investment Factor Experience Factor Regular Withdrawals Conventional Partial Withdrawals Withdrawals Partial Withdrawals 1 [Shaded Section Header] - ----------------------------------------------------------------------- FEES AND EXPENSES - ----------------------------------------------------------------------- OWNER TRANSACTION EXPENSE Distribution Fee (annual sales load) as a percentage of the initial and each additional premium, deducted at the end of each contract year following receipt of each premium over a 10 year period from the date we receive and accept each premium payment.........0.65% CONTRACT OWNER TRANSACTION EXPENSES Transfer Charge...............................................None* * We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year. ANNUAL CONTRACT ADMINISTRATIVE CHARGE Administrative Charge............................................$0 WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal after the first in a contract year) not to exceed.......$25 SEPARATE ACCOUNT ANNUAL CHARGES** Mortality and Expense Risk Charge....................1.25% Asset-Based Administrative Charge....................0.10% Total Separate Account Charges.......................1.35% ** As a percentage of average assets in each subaccount. THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of an investment portfolio or on the combined average daily net assets of the indicated groups of portfolios): [Table with Shaded Heading and Shaded Lines for readability] |-------------------------------------------------------------------------| | OTHER TOTAL | | EXPENSES(2) EXPENSES | | MANAGEMENT AFTER EXPENSE AFTER EXPENSE | | PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3)| |-------------------------------------------------------------------------| | Liquid Asset 0.59% 0.00% 0.59% | | Limited Maturity Bond 0.60% 0.00% 0.60% | | Global Fixed Income 1.60% 0.00% 1.60%(3) | | Total Return 0.94% 0.03% 0.97%(3) | | Equity Income 0.98% 0.00% 0.98% | | Fully Managed 0.98% 0.00% 0.98% | | Capital Appreciation 0.98% 0.00% 0.98% | | Rising Dividends 0.98% 0.00% 0.98% | | Real Estate 0.98% 0.01% 0.99% | | Value Equity 0.98% 0.00% 0.98% | | Strategic Equity 0.98% 0.01% 0.99% | | Small Cap 0.98% 0.01% 0.99% | | Hard Assets 0.98% 0.02% 1.00% | | Growth & Income 1.08% 0.00% 1.08% | | Growth 1.08% 0.01% 1.09% | | Managed Global 1.25% 0.01% 1.26% | | Emerging Markets 1.75% 0.08% 1.83% | | Developing World 1.75% 0.08% 1.83% | | Research 0.94% 0.00% 0.94% | | Mid-Cap Growth 0.94% 0.01% 0.95% | | All-Growth(4) 0.98% 0.01% 0.99% | | Growth Opportunities(4) 1.10% 0.05% 1.15% | |-------------------------------------------------------------------------| (1)Fees decline as combined assets increase. See the prospectus for the GCG Trust for more information. (2)Other expenses generally consist of independent trustees fees and certain expenses associated with investing in international markets. Other expenses are based on actual expenses for the year ended December 31, 1998, except for portfolios that commenced operations in 1998 where the charges have been annualized. 2 (3)Directed Services, Inc. is currently reimbursing expenses to maintain total expenses at 0.97% for the Total Return portfolio and 1.60% for the Global Fixed Income portfolio as shown. Without this reimbursement, and based on current estimates, total expenses would be 0.98% for the Total Return portfolio and 1.74% for the Global Fixed Income portfolio. This reimbursement agreement will remain in place through December 31, 1999. (4)As of May 1, 1999, we no longer offer the All-Growth and Growth Opportunities portfolios. THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio): [Table with Shaded Heading and Shaded Lines for readability] |-----------------------------------------------------------------------------| | OTHER TOTAL | | EXPENSES EXPENSES | | MANAGEMENT AFTER EXPENSE AFTER EXPENSE | | PORTFOLIO FEES(1) REIMBURSEMENT(1)REIMBURSEMENT(1)| |-----------------------------------------------------------------------------| | PIMCO High Yield Bond 0.50% 0.25%(2) 0.75% | | PIMCO StocksPLUS Growth and Income 0.40% 0.25% 0.65% | |f---| (1)PIMCO has agreed to waive some or all of its other expenses, subject to potential future reimbursement, to the extent that total expenses for the PIMCO High Yield Bond portfolio and PIMCO StocksPLUS Growth and Income portfolio would exceed 0.75% and 0.65%, respectively, due to payment by the portfolios of their pro rata portion of Trustees' fees. Without this agreement, and based on current estimates, total expenses would be 0.81% for the PIMCO High Yield Bond portfolio and 0.72% for the PIMCO StocksPLUS Growth and Income portfolio. (2)Since the PIMCO High Yield Bond portfolio commenced operations on April 30, 1998, other expenses as shown has been annualized for the year ended December 31, 1998. The purpose of the foregoing tables is to help you understand the various costs and expenses that you will bear directly and indirectly. See the prospectuses of the GCG Trust and the PIMCO Trust for additional information on portfolio expenses. Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the tables above or in the examples below. 3 EXAMPLES: Whether you surrender or do not surrender your contract at the end of the applicable time period, you would pay the following expenses for each $1,000 of initial premium, assuming a 5% annual return on assets: - --------------------------------------------------------------------------- THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS Liquid Asset............$26.20 $80.03 $135.88 $285.17 Limited Maturity Bond...$26.30 $80.33 $136.39 $286.19 Global Fixed Income.....$36.30 $110.17 $185.77 $382.86 Total Return............$30.01 $91.48 $154.96 $323.20 Equity Income...........$30.11 $91.78 $155.45 $324.17 Fully Managed...........$30.11 $91.78 $155.45 $324.17 Rising Dividends........$30.11 $91.78 $155.45 $324.17 Growth & Income.........$31.11 $94.77 $160.41 $333.91 Growth..................$31.21 $95.07 $160.90 $334.88 Value Equity............$30.11 $91.78 $155.45 $324.17 Research................$29.71 $90.58 $153.46 $320.25 Strategic Equity........$30.21 $92.08 $155.95 $325.15 Capital Appreciation....$30.11 $91.78 $155.45 $324.17 Mid-Cap Growth..........$29.81 $90.88 $153.96 $321.23 Small Cap...............$30.21 $92.08 $155.95 $325.15 Real Estate.............$30.21 $92.08 $155.95 $325.15 Hard Assets.............$30.31 $92.38 $156.45 $326.13 Managed Global..........$32.91 $100.13 $169.27 $351.17 Developing World........$38.59 $116.90 $196.77 $403.64 Emerging Markets........$38.59 $116.90 $196.77 $403.64 All-Growth(1)...........$30.21 $92.08 $155.95 $325.15 Growth Opportunities(1).$31.81 $96.85 $163.86 $340.67 THE PIMCO TRUST PIMCO High Yield Bond...$27.80 $84.87 $143.96 $301.37 PIMCO StocksPLUS Growth and Income..............$26.80 $81.85 $138.92 $291.28 -------------------- (1)As of May 1, 1999, we no longer offer the All-Growth or Growth Opportunities portfolios. THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT. [Shaded Section Header] - ----------------------------------------------------------------------- PERFORMANCE INFORMATION - ----------------------------------------------------------------------- ACCUMULATION UNIT We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the subaccounts are valued at their net asset value. THE NET INVESTMENT FACTOR The Net Investment Factor is an index number which reflects charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated as follows: 4 (1)We take the net asset value of the subaccount at the end of each business day. (2)We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any. (3)We divide (2) by the net asset value of the subaccount at the end of the preceding business day. (4)We then subtract the applicable daily mortality and expense risk charge and the daily asset based administrative charge from each subaccount. Calculations for the subaccounts are made on a per share basis. CONDENSED FINANCIAL INFORMATION Tables containing (i) the accumulation unit value history of each subaccount of Golden American Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A - Condensed Financial Information. FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the years ended December 31, 1998 and 1997 and the audited consolidated financial statements of Golden American for the years ended December 31, 1998, 1997 and 1996 are included in the Statement of Additional Information. PERFORMANCE INFORMATION From time to time, we may advertise or include in reports to contract owners performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC. Except for the Liquid Asset subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1, 5 and 10 year periods, or lesser periods depending on how long the subaccount has been in existence. We may show other total returns for periods less than one year. Total return figures will be based on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period, withdrawal of the investment at the end of the period, and the deduction of all applicable portfolio and contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges, but will not reflect the surrender charge. Quotations of average annual return for the Managed Global subaccount take into account the period before September 3, 1996, during which it was maintained as a subaccount of Golden American Separate Account D. In addition, we may present historic performance data for the mutual fund investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts. This data is designed to show the performance that would have resulted if the Contract had been in existence during that time. Current yield for the Liquid Asset subaccount is based on income received by a hypothetical investment over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7- day yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Asset subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield" because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period. 5 We may compare performance information for a subaccount to: (i) the Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other applicable market indices, (ii) other variable annuity separate accounts or other investment products tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services. Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results. [Shaded Section Header] - ----------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY - ----------------------------------------------------------------------- Golden American Life Insurance Company is a Delaware stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. Golden American is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global financial services holding company with approximately $461.8 billion in assets as of December 31, 1998. Golden American is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. In May 1996, Golden American established a subsidiary, First Golden American Life Insurance Company of New York, which is authorized to sell annuities in New York and Delaware. Golden American's consolidated financial statements appear in the Statement of Additional Information. Equitable of Iowa is the holding company for Golden American, Directed Services, Inc., the investment manager of the GCG Trust and the distributor of the Contracts, and other interests. Equitable of Iowa and another ING affiliate own ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. [Shaded Section Header] - ----------------------------------------------------------------------- THE TRUSTS - ----------------------------------------------------------------------- The GCG Trust is a mutual fund whose shares are available to separate accounts funding variable annuity and variable life insurance policies offered by Golden American. The GCG Trust also sells its shares to separate accounts of other insurance companies, both affiliated and not affiliated with Golden American. Pending Securities and Exchange Commission approval, shares of the GCG Trust may also be sold to certain qualified pension and retirement plans. The PIMCO Trust is also a mutual fund whose shares are available to separate accounts of insurance companies, including Golden American, for both variable annuity contracts and variable life insurance policies and by qualified pension and retirement plans. The principal address of the PIMCO Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660. In the event that, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts participating in the Trusts conflict, we, the Boards of Trustees of the GCG Trust and the PIMCO Trust, Directed Services, Inc., Pacific Investment Management Company and any other insurance companies participating in the Trusts will monitor events to identify and resolve any material conflicts that may arise. You will find complete information about the GCG Trust and the PIMCO Trust in the accompanying Trusts' prospectuses. You should read them carefully before investing. 6 [Shaded Section Header] - ----------------------------------------------------------------------- GOLDEN AMERICAN SEPARATE ACCOUNT B - ----------------------------------------------------------------------- Golden American Separate Account B ("Account B") was established as a separate account of the Company on July 14, 1988. It is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Account B but such assets are kept separate from our other accounts. Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of the GCG Trust and the PIMCO Trust. Each investment portfolio has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of a portfolio are credited to or charged against the corresponding subaccount of Account B without regard to any other income, gains or losses of the Company. Assets equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable annuity contracts supported by Account B. If the assets in Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits and make all payments provided under the Contracts. We currently offer other variable annuity contracts that invest in Account B but are not discussed in this prospectus. Account B may also invest in other investment portfolios which are not available under your Contract. [Shaded Section Header] - ----------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - ----------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the 24 investment portfolios listed below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND MAY LOSE YOUR PRINCIPAL. INVESTMENT OBJECTIVES The investment objective of each investment portfolio is set forth below. You should understand that there is no guarantee that any portfolio will meet its investment objectives. Meeting objectives depends on various factors, including, in certain cases, how well the portfolio managers anticipate changing economic and market conditions. MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. 7 [Shaded Section Header] - ----------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - ----------------------------------------------------------------------- Liquid Asset Seeks high level of current income consistent with the preservation of capital and liquidity. Invests primarily in obligations of the U.S. Government and its agencies and instrumentalities, bank obligations, commercial paper and short-term corporate debt securities. All securities will mature in less than one year. ------------------------------------------------------- Limited Maturity Seeks highest current income consistent with Bond low risk to principal and liquidity. Also seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal. Invests primarily in diversified limited maturity debt securities with average maturity dates of five years or shorter and in no cases more than seven years. ------------------------------------------------------- Global Fixed Seeks high total return. Income Invests primarily in high-grade fixed income securities, both foreign and domestic. ------------------------------------------------------- Total Return Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Invests primarily in a combination of equity and fixed income securities. ------------------------------------------------------- Equity Income Seeks substantial dividend income as well as long- term growth of capital. Invests primarily in common stocks of well- established companies paying above-average dividends. ------------------------------------------------------- Fully Managed Seeks, over the long term, a high total investment return consistent with the preservation of capital and with prudent investment risk. Invests primarily in the common stocks of established companies believed by the portfolio manager to have above-average potential for capital growth. ------------------------------------------------------- Rising Dividends Seeks capital appreciation. A secondary objective is dividend income. Invests in equity securities that meet the following quality criteria: regular dividend increases; 35% of earnings reinvested annually; and a credit rating of "A" to "AAA". ------------------------------------------------------- Growth & Income Seeks long-term total return. Invests primarily in common stocks of companies where the potential for change (earnings acceleration) is significant. ------------------------------------------------------- Growth Seeks capital appreciation. Invests primarily in common stocks of growth companies that have favorable relationships between price/earnings ratios and growth rates in sectors offering the potential for above-average returns. ------------------------------------------------------- Value Equity Seeks capital appreciation. Dividend income is a secondary objective. Invests primarily in common stocks of domestic and foreign issuers which meet quantitative standards relating to financial soundness and high intrinsic value relative to price. ------------------------------------------------------- Research Seeks long-term growth of capital and future income. Invests primarily in common stocks or securities convertible into common stocks of companies believed to have better than average prospects for long-term growth. ------------------------------------------------------- Strategic Equity Seeks capital appreciation. Invests primarily in common stocks of medium- and small-sized companies. ------------------------------------------------------- 8 Capital Seeks long-term capital growth. Appreciation Invests primarily in equity securities believed by the portfolio manager to be undervalued. ------------------------------------------------------- Mid-Cap Growth Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential. ------------------------------------------------------- Small Cap Seeks long-term capital appreciation. Invests primarily in equity securities of companies that have a total market capitalization within the range of companies in the Russell 2000 Growth Index or the Standard & Poor's Small-Cap 600 Index. ------------------------------------------------------- Real Estate Seeks capital appreciation. Current income is a secondary objective. Invests primarily in publicly-traded real estate equity securities. ------------------------------------------------------- Hard Assets Seeks long-term capital appreciation. Invests primarily in hard asset securities. Hard asset companies produce a commodity which the portfolio manager is able to price on a daily or weekly basis. ------------------------------------------------------- Managed Global Seeks capital appreciation. Current income is only an incidental consideration. Invests primarily in common stocks traded in securities markets throughout the world. ------------------------------------------------------- Developing World Seeks capital appreciation. Invests primarily in equity securities of companies in developing or emerging countries. ------------------------------------------------------- Emerging Markets Seeks long-term capital appreciation. Invests primarily in equity securities of companies in at least six different emerging market countries. ------------------------------------------------------- PIMCO High Yield Seeks to maximize total return, consistent with Bond preservation of capital and prudent investment management. Invests in at least 65% of its assets in a diversified portfolio of junk bonds rated at least B by Moody's Investor Services, Inc. or Standard & Poor's or, if unrated, determined by the portfolio manager to be of comparable quality. ------------------------------------------------------- PIMCO StocksPLUS Seeks to achieve a total return which exceeds Growth and Income the total return performance of the S&P 500. Invests primarily in common stocks, options, futures, options on futures and swaps. ------------------------------------------------------- As of May 1, 1999, we no longer offer the following two portfolios: All-Growth Seeks capital appreciation. Invests primarily in growth securities of middle-range capitalization companies. ------------------------------------------------------- Growth Seeks capital appreciation. Opportunities Invests primarily in equity securities of domestic companies emphasizing companies with market capitalizations of $1 billion or more. ------------------------------------------------------- INVESTMENT PORTFOLIO MANAGEMENT FEES Directed Services, Inc. serves as the overall manager of the GCG Trust and PIMCO serves as the overall adviser to the PIMCO Trust. Directed Services, Inc. and PIMCO provide or procure, at their own expense, the services necessary for the operation of the portfolios. See the cover page of this prospectus for the names of the corresponding portfolio managers. Directed Services, Inc. and PIMCO do not bear the expense of brokerage fees and other transactional expenses for securities, taxes (if any) paid by a portfolio, interest 9 on borrowing, fees and expenses of the independent trustees, and extraordinary expenses, such as litigation or indemnification expenses. The GCG Trust pays Directed Services, Inc. for its services a monthly fee based on the annual rates of the average daily net assets of the investment portfolios. Directed Services, Inc. (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios. The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly administrative fee of 0.25% based on the average daily net assets of each of the investment portfolios for managing the assets of the portfolios and for administering the PIMCO Trust. MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S MANAGEMENT FEES CAN BE FOUND IN THE PROSPECTUSES FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. [Shaded Section Header] - ----------------------------------------------------------------------- THE ANNUITY CONTRACT - ----------------------------------------------------------------------- The Contract described in this prospectus is a deferred variable annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the GCG Trust and the PIMCO Trust funded by Account B. CONTRACT DATE AND CONTRACT YEAR The date the Contract became effective is the contract date. Each 12- month period following the contract date is a contract year. ANNUITY START DATE The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. CONTRACT OWNER You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. The death benefit becomes payable when you or the annuitant dies. In the case of a sole contract owner who dies before the income phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the income phase begins, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. JOINT OWNER. For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect. Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner. The age of the older owner will determine the applicable death benefit. 10 ANNUITANT The annuitant is the person designated by you to be the measuring life in determining annuity payments. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the Contract is in effect. The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start date. If the annuitant dies before the annuity start date, and a contingent annuitant has been named, the contingent annuitant becomes the annuitant (unless the contract owner is not an individual, in which case the death benefit becomes payable). If there is no contingent annuitant when the annuitant dies before the annuity start date and the contract owner is not an individual, we will pay the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no designated beneficiary living, the contract owner will be the beneficiary. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual, distribution rules under federal tax law will apply. You should consult your tax advisor for more information if you are not an individual. BENEFICIARY The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit proceeds and who becomes the successor contract owner if the contract owner or the annuitant dies before the annuity start date. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)). If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner's estate. One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries. You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit and the guaranteed death benefit. You may also change the beneficiary. All requests for changes must be in writing and submitted to our Customer Service Center in good order. The change will be effective as of the day you sign the request. The change will not affect any payment made or action taken by us before recording the change. PURCHASE AND AVAILABILITY OF THE CONTRACT We will issue a Contract only if both the annuitant and the contract owner are not older than age 85. The initial premium payment must be $25,000 or more. You may make additional payments of at least $500 or more ($250 for qualified Contracts) at any time after the free look period before you turn age 85. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. 11 CREDITING OF PREMIUM PAYMENTS We will allocate your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. Subsequent premium payments will be credited to a Contract within 1 business day if they are received in good order. In certain states we also accept initial and additional premium payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain premium payments for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment until the application is completed. Once the completed application is received, we will allocate the payment to the subaccount(s) and/or Fixed Interest Allocation(s) specified by you within 2 business days. We will make inquiry to discover any missing information related to subsequent payments. For any subsequent premium payments, the payment will be credited at the accumulation unit value next determined after receipt of your premium payment. Once we allocate your premium payment to the subaccounts selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held with respect to the Contract. The net investment results of each subaccount vary with its investment performance. If your premium payment was transmitted by wire order from your broker-dealer, we will follow one of the following two procedures after we receive and accept the wire order and investment instructions. The procedure we follow depends on state availability and the procedures of your broker-dealer. (1)If either your state or broker-dealer do not permit us to issue a Contract without an application, we reserve the right to rescind the Contract if we do not receive and accept a properly completed application or enrollment form within 15 days of the premium payment. If we do not receive the application or form within 15 days of the premium payment, we will refund the contract value plus any charges we deducted, and the Contract will be voided. Some states require that we return the premium paid, in which case we will comply. (2)If your state and broker-dealer allow us to issue a Contract without an application, we will issue and mail the Contract to you, together with an Application Acknowledgement Statement for your execution. Until our Customer Service Center receives the executed Application Acknowledgement Statement, neither you nor the broker-dealer may execute any financial transactions on your Contract unless they are requested in writing by you. In some states, we may require that an initial premium designated for a subaccount of Account B be allocated to a subaccount specially designated by the Company (currently, the Liquid Asset subaccount) during the free look period. After the free look period, we will convert your contract value (your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected. The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount. CONTRACT VALUE We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of the contract value in each subaccount in which you are invested. CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period, in which case, the portion of your initial premium will be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Asset subaccount). 12 On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows: (1)We take the contract value in the subaccount at the end of the preceding business day. (2)We multiply (1) by the subaccount's Net Investment Factor since the preceding business day. (3)We add (1) and (2). (4)We add to (3) any additional premium payments, and then add or subtract transfers (and any related charges) to or from that subaccount. (5)We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees, any distribution fee, and any charge for premium taxes. CASH SURRENDER VALUE The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, then we deduct any incurred distribution fee (annual sales load), any charge for premium taxes, and any other charges incurred but not yet deducted. SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender will be effective on the date your written request and the Contract are received at our Customer Service Center. We will determine and pay the cash surrender value at the price next determined after receipt of your request. Once paid, all benefits under the Contract will be terminated. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Asset subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days. Consult your tax advisor regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59 1/2 may result in a 10% tax penalty. See "Federal Tax Considerations" for more details. ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the Securities and Exchange Commission (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii) operate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights as to Account B; and (v) combine Account B with other accounts. We will, of course, provide you with written notice before any of these changes are effected. OTHER CONTRACTS We offer other variable annuity contracts that also invest in the same portfolios of the Trusts. These contracts have different charges that could effect their performance, and may offer different benefits more suitable to your needs. To obtain more information 13 about these other contracts, contact our Customer Service Center or your registered representative. OTHER IMPORTANT PROVISIONS See "Withdrawals," "Transfers Among Your Investments," "Death Benefit," "Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in this prospectus for information on other important provisions in your Contract. [Shaded Section Header] - -------------------------------------------------------------------------- WITHDRAWALS - -------------------------------------------------------------------------- Any time during the accumulation phase and before the death of the annuitant, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than 90% of the cash surrender value, we will treat it as a request to surrender the Contract. If you take more than one regular withdrawal during a contract year, we impose a withdrawal charge for each additional withdrawal. See "Charges and Fees Withdrawal Charge." You need to submit to us a written request specifying the subaccounts from which amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts in which you are invested. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made. For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Asset subaccount) prior to processing the withdrawal. This transfer will not effect the withdrawal amount you receive. We offer the following three withdrawal options: REGULAR WITHDRAWALS After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $1,000. If you take more than one regular withdrawal in a contract year, we impose a charge of the lesser of $25 and 2.0% of each additional amount withdrawn. A regular withdrawal or a combination of a regular withdrawal or a combination of a regular withdrawal and systematic withdrawals received or expected to be received during the contract year may not exceed 25% of the contract value as of the date of the current withdrawal. Also, any combination of a regular withdrawal and IRA withdrawals received or expected to be received during a contract year may not exceed 25% of the contract value as of the date of the regular withdrawal. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawals on a monthly or quarterly basis from the contract value in the subaccounts in which you are invested. You may elect payments to start as early as 28 days after the contract date. You choose the date on which the withdrawals will be made but this date cannot be later than the 28th day of the month. If you do not choose a date, we will make the withdrawals on the same calendar day of each month as the contract date. Each withdrawal payment must be at least $100. The amount of your withdrawal can either be a (i) fixed dollar amount, or (ii) an amount based on a percentage of the contract value from the subaccounts in which you are invested. Both options are subject to the following maximums: FREQUENCY MAXIMUM PERCENTAGE --------- ------------------ Monthly 1.25% Quarterly 3.75% 14 If you select a fixed dollar amount and the amount to be systematically withdrawn would exceed the applicable maximum percentage of your contract value on the withdrawal date, we will reduce the amount withdrawn so that it equals such percentage. If you select a percentage and the amount to be systematically withdrawn based on that percentage would be less than the minimum of $100, we will increase the amount to $100 provided it does not exceed the maximum percentage. If it is below the maximum percentage we will send the $100. If it is above the maximum percentage we will send the amount, and then cancel the option. You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. You may elect to have this option commence in a contract year where a regular withdrawal has been taken, but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal. You may not elect this if you are taking IRA withdrawals. In no event may a systematic partial withdrawal or a combination of a regular withdrawal and systematic partial withdrawals received or expected to be received during the contract year, exceed 25% of the accumulation value as of the date of the current withdrawal. IRA WITHDRAWALS If you have a non-Roth IRA Contract, and will be at least age 70 1/2 during the current calendar year, you may elect to have distributions made to you to satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout of amounts required to be distributed by the Internal Revenue Service rules governing mandatory distributions under qualified plans. We will send you a notice before your distributions commence. You may elect to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required by Federal tax law, distributions adequate to satisfy the requirements imposed by Federal tax law may be made. Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy the mandatory distribution rules imposed by federal tax law. You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. Under this option, you may elect payments to start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made, but it cannot be later than the 28th day of the month. If no date is selected, we will make the withdrawals on the same calendar day of the month as the contract date. You may request that we calculate for you the amount that is required to be withdrawn from your Contract each year based on the information you give us and various choices you make. For information regarding the calculation and choices you have to make, see the Statement of Additional Information. The minimum dollar amount you can withdraw is $100. When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the contract value, we will cancel the Contract and send you the amount of the cash surrender value. You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at any time by sending us satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING WITHDRAWALS. You are responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See "Federal Tax Considerations" for more details. 15 [Shaded Section Header] - -------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested at the end of the free look period until the annuity start date. We currently do not charge you for transfers made during a contract year, but reserve the right to charge $25 for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. Transfers will be based on values at the end of the business day in which the transfer request is received at our Customer Service Center. The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount. To make a transfer, you must notify our Customer Service Center and all other administrative requirements must be met. Any transfer request received after 4:00 p.m. eastern time or the close of the New York Stock Exchange will be effected on the next business day. Account B and the Company will not be liable for following instructions communicated by telephone that we reasonably believe to be genuine. We require personal identifying information to process a request for transfer made over the telephone. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $10,000 of contract value in the Limited Maturity Bond subaccount or the Liquid Asset subaccount. These subaccounts serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and less units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $250. If your source account is the Limited Maturity Bond subaccount or the Liquid Asset subaccount, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date. We may in the future offer additional subaccounts or withdraw any subaccount to or from the dollar cost averaging program, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. 16 [Shaded Section Header] - -------------------------------------------------------------------------- DEATH BENEFIT - -------------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE If the contract owner or the annuitant die before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless the beneficiary is the surviving spouse and elects to continue the Contract. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate for calculating the death benefit for the Liquid Asset subaccount will be the lesser of the 7% annual effective rate or the net rate of return for the subaccount during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value: and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. The proceeds may be received in a single sum or applied to any of the annuity options. If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. We will generally pay death proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. HOW TO CLAIM PAYMENTS TO BENEFICIARY We must receive due proof of the death of the annuitant or owner (such as an official death certificate) at our Customer Service Center before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. WHEN WE MAKE PAYMENTS We will pay death benefit proceeds and cash surrender value within seven days after our Customer Service Center receives all the information needed to process the payment. 17 DEATH BENEFIT DURING THE INCOME PHASE If the contract owner or the annuitant dies after the annuity start date, the Company will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. [Shaded Section Header] - -------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------- We deduct the charges described below to cover our cost and expenses, services provided and risks assumed under the Contracts. We incur certain costs and expenses for distributing and administrating the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. The amount of a charge will not always correspond to the actual costs associated. For example, the surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or benefits provided. In the event there are any profits from fees and charges deducted under the Contract, we may use such profits to finance the distribution of contracts. CHARGE DEDUCTION SUBACCOUNT You may elect to have all charges against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Asset subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, the charges will be deducted as discussed below. You may cancel this option at any time by sending satisfactory notice to our Customer Service Center. CHARGES DEDUCTED FROM THE CONTRACT VALUE We deduct the following charges from your contract value: DISTRIBUTION FEE. We deduct a sales load in an annual amount of 0.65% of each premium at the end of each contract year for a period of 10 years from the date we receive and accept each premium payment. PREMIUM TAXES. We may make a charge for state and local premium taxes depending on the contract owner's state of residence. The tax can range from 0% to 3.5% of the premium. We have the right to change this amount to conform with changes in the law or if the contract owner changes state of residence. We deduct the premium tax from your contract value on the annuity start date. However, some jurisdictions impose a premium tax at the time that initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it on surrender of the Contract, on excess withdrawals or on the annuity start date. TRANSFER CHARGE. We currently do not deduct any charges for transfers made during a contract year. We have the right, however, to assess up to $25 fee for each transfer after the twelfth transfer in a contract year. If such charge is assessed, we would deduct the charge from the subaccounts from which each such transfer is made in proportion to the amount being transferred from each such subaccount, unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply to any transfers due to the election of dollar cost averaging and confirm the automatic rebalancing is not available transfers we make to and from any subaccount specially designated by the Company for such purpose. WITHDRAWAL CHARGE. If you take more than one regular withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional regular withdrawal. The charge is deducted from the subaccounts from which each such regular withdrawal is made in proportion to the amount being withdrawn from each subaccount, unless you have chosen to use the Liquid Asset subaccount. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of 0.003446% (equivalent to an annual rate of 1.25%) of the assets you have in each subaccount. 18 ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge from the assets in each subaccount, to compensate us for a portion of the administrative expenses under the Contract. The daily charge is at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the assets in each subaccount. TRUST EXPENSES There are fees and charges deducted from each investment portfolio of the Trusts. Please read the respective Trust prospectus for details. [Shaded Section Header] - -------------------------------------------------------------------------- THE ANNUITY OPTIONS - -------------------------------------------------------------------------- ANNUITIZATION OF YOUR CONTRACT If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the contract owner under an income plan. We will make these payments under the annuity option chosen. You may change an annuity option by making a written request to us at least 30 days before the annuity start date. The amount of the payments will be determined by applying your contract value on the annuity start date in accordance with the annuity option you chose. You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law. The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20. For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios. Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a specified period of time or for the life of the annuitant. The amount of life income payments will depend on the form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate) and the applicable payment rate. Our approval is needed for any option where: (1)The person named to receive payment is other than the contract owner or beneficiary; (2)The person named is not a natural person, such as a corporation; or (3)Any income payment would be less than the minimum annuity income payment allowed. SELECTING THE ANNUITY START DATE You select the date on which the annuity payments commence. The annuity start date must be at least 3 years from the contract date, but before the month immediately following the annuitant's 90th birthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years. 19 If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday. If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. See "Federal Tax Considerations" and the Statement of Additional Information. For a Contract purchased in connection with a qualified plan, other than a Roth IRA, distributions must commence not later than April 1st of the calendar year following the calendar year in which you attain age 70 1/2 or, in some cases, retire. Distributions may be made through annuitization or withdrawals. Consult your tax advisor. FREQUENCY OF ANNUITY PAYMENTS You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on minimum payments that we will allow. THE ANNUITY OPTIONS We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity option, the contract value in the subaccounts is transferred to the Company's general account. OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly payments in equal installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the cash surrender value or contract value is applied under this option, a 10% penalty tax may apply to the taxable portion of each income payment until the contract owner reaches age 59 1/2. OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the life of the annuitant in equal monthly installments and guaranteed for at least a period certain such as 10 or 20 years. Other periods certain may be available to you on request. You may choose a refund period instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee that each payment will be at least the amount specified in the Contract corresponding to the person's age on his or her last birthday before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them. OPTION 3. JOINT LIFE INCOME. This option is available when there are 2 persons named to determine annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living. There is no minimum number of payments. Monthly payment amounts are available if you ask for them. OPTION 4. ANNUITY PLAN. The contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. PAYMENT WHEN NAMED PERSON DIES When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and Golden American. The amounts we will pay are determined as follows: (1)For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments. Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is never less than 3% for Option 1 and 3.50% for Option 2 per year. We will, however, base the discount interest rate on the interest 20 rate used to calculate the payments for Options 1 and 2 if such payments were not based on the tables in the Contract. (2)For Option 3, no amounts are payable after both named persons have died. (3)For Option 4, the annuity option agreement will state the amount we will pay, if any. [Shaded Section Header] - -------------------------------------------------------------------------- OTHER CONTRACT PROVISIONS - -------------------------------------------------------------------------- REPORTS TO CONTRACT OWNERS We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also show the allocation of your contract value and reflects the amounts deducted from or added to the contract value since the last report. We will also send you copies of any shareholder reports of the investment portfolios in which Account B invests, as well as any other reports, notices or documents we are required by law to furnish to you. SUSPENSION OF PAYMENTS The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (1) when the New York Stock Exchange is closed; (2) when trading on the New York Stock Exchange is restricted; (3) when an emergency exists as determined by the Securities and Exchange Commission so that the sale of securities held in Account B may not reasonably occur or so that the Company may not reasonably determine the value of Account B's net assets; or (4) during any other period when the Securities and Exchange Commission so permits for the protection of security holders. IN CASE OF ERRORS IN YOUR APPLICATION If an age or sex given in the application or enrollment form is misstated, the amounts payable or benefits provided by the Contract shall be those that the premium payment would have bought at the correct age or sex. ASSIGNING THE CONTRACT AS COLLATERAL You may assign a non-qualified Contract as collateral security for a loan but understand that your rights and any beneficiary's rights may be subject to the terms of the assignment. An assignment may have federal tax consequences. You must give us satisfactory written notice at our Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any assignment. CONTRACT CHANGES APPLICABLE TAX LAW We have the right to make changes in the Contract to continue to qualify the Contract as an annuity. You will be given advance notice of such changes. OTHER CONTRACT CHANGES You may change the contract to another annuity plan subject to our rules at the time of the change. FREE LOOK You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value, including a refund of any charges deducted. The Contract will be void as of the day we receive your Contract and your request. Some states require that we return the premium paid rather than the contract value. In these states, your premiums designated for investment in the subaccounts will be allocated during the free look period to a subaccount specially designated by the Company for 21 this purpose (currently, the Liquid Asset subaccount). If you exercise your right to cancel, we will return the greater of (a) the premium invested and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states be allocated to the specially designated subaccount during the free look period. If you keep your Contract after the free look period, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, chosen by you. GROUP OR SPONSORED ARRANGEMENTS For certain group or sponsored arrangements, we may reduce any administration, and mortality and expense risk charges. We may also change the minimum initial and additional premium requirements, or offer an alternative or reduced death benefit. SELLING THE CONTRACT Directed Services, Inc. is principal underwriter and distributor of the Contract as well as for other contracts issued through Account B and other separate accounts of Golden American. We pay Directed Services Inc. for acting as principal underwriter under a distribution agreement who in turn pays the writing agent. Directed Services enters into sales agreements with broker-dealers to sell the Contracts through registered representatives who are licensed to sell securities and variable insurance products. These broker-dealers are registered with the SEC and are members of the National Association of Securities Dealers, Inc. Directed Services receives commissions of up to 0.75% of average annual contact assets per year over the life of the contract, and passes through 100% of the commission to the broker-dealer whose registered representative sold the contract. [Shaded Table Header] Underwriter Compensation |----------------------------------------------------------------------------| | NAME OF PRINCIPAL | AMOUNT OF | OTHER | | UNDERWRITER | COMMISSION TO BE PAID | COMPENSATION | |-------------------------|-----------------------|--------------------------| | Directed Services, Inc. | Maximum of 0.75% | Reimbursement of any | | | of average annual | covered expenses incurred| | | contract assets | by registered | | | per year | representatives in | | | over the life of the | connection with | | | contract. | the distribution | | | | of the Contracts. | |----------------------------------------------------------------------------| Certain sales agreements may provide for a combination of a certain percentage of commission at the time of sale and an annual trail commission (which when combined could exceed the above maximum). [Shaded Section Header] - -------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------- VOTING RIGHTS We will vote the shares of a Trust owned by Account B according to your instructions. However, if the Investment Company Act of 1940 or any related regulations should change, or if interpretations of it or related regulations should change, and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so. We determine the number of shares that you have in a subaccount by dividing the Contract's contract value in that subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust's meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive your instructions in time, we will vote the shares in the same proportion as the 22 instructions received from all Contracts in that subaccount. We will also vote shares we hold in Account B which are not attributable to contract owners in the same proportion. YEAR 2000 PROBLEM Like other business organizations and individuals around the world, Golden American and Account B could be adversely affected if the computer systems doing the accounts processing or on which Golden American and/or Account B relies do not properly process and calculate date-related information related to the end of the year 1999. This is commonly known as the Year 2000 (or Y2K) Problem. Golden American is taking steps that it believes are reasonably designed to address the Year 2000 Problem with respect to the computer systems that it uses and to obtain satisfactory assurances that comparable steps are being taken by its and Account B's major service providers. At this time, however, we cannot guarantee that these steps will be sufficient to avoid any adverse impact on Golden American and Account B. STATE REGULATION We are regulated by the Insurance Department of the State of Delaware. We are also subject to the insurance laws and regulations of all jurisdictions where we do business. The variable Contract offered by this prospectus has been approved where required by those jurisdictions. We are required to submit annual statements of our operations, including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations. LEGAL PROCEEDINGS The Company, like other insurance companies, may be involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. We believe that currently there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Company or Account B. LEGAL MATTERS The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire, Executive Vice President, General Counsel and Secretary of Golden American. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on certain matters relating to federal securities laws. EXPERTS The audited financial statements of Golden American Life Insurance Company and Account B appearing or incorporated by reference in the Statement of Additional Information and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing or incorporated by reference in the Statement of Additional Information and in the Registration Statement and are included or incorporated by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. [Shaded Section Header] - -------------------------------------------------------------------------- FEDERAL TAX CONSIDERATIONS - -------------------------------------------------------------------------- The following summary provides a general description of the federal income tax considerations associated with this Contract and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. You should consult your counsel or other competent tax advisers for more complete information. This discussion is based upon our understanding of the present federal income tax laws. We do not make any representations as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the IRS. 23 TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED The Contract may be purchased on a non-tax-qualified basis or purchased on a tax-qualified basis. Qualified Contracts are designed for use by individuals whom premium payments are comprised solely of proceeds from and/or contributions under retirement plans that are intended to qualify as plans entitled to special income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code. The ultimate effect of federal income taxes on the amounts held under a Contract, or annuity payments, depends on the type of retirement plan, on the tax and employment status of the individual concerned, and on our tax status. In addition, certain requirements must be satisfied in purchasing a qualified Contract with proceeds from a tax- qualified plan and receiving distributions from a qualified Contract in order to continue receiving favorable tax treatment. Some retirement plans are subject to distribution and other requirements that are not incorporated into our Contract administration procedures. Contract owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the Contract comply with applicable law. Therefore, you should seek competent legal and tax advice regarding the suitability of a Contract for your particular situation. The following discussion assumes that qualified Contracts are purchased with proceeds from and/or contributions under retirement plans that qualify for the intended special federal income tax treatment. TAX STATUS OF THE CONTRACTS DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a variable account be "adequately diversified" in order for the Contracts to be treated as annuity contracts for federal income tax purposes. It is intended that Account B, through the subaccounts, will satisfy these diversification requirements. In certain circumstances, owners of variable annuity contracts have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the separate account assets. There is little guidance in this area, and some features of the Contracts, such as the flexibility of a contract owner to allocate premium payments and transfer contract values, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give contract owners investment control over Account B assets, we reserve the right to modify the Contracts as necessary to prevent a contract owner from being treated as the owner of the Account B assets supporting the Contract. REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for federal income tax purposes, the Code requires any non- qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of your death. The non-qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise. Other rules may apply to Qualified Contracts. The following discussion assumes that the Contracts will qualify as annuity contracts for federal income tax purposes. TAX TREATMENT OF ANNUITIES IN GENERAL. We believe that if you are a natural person you will generally not be taxed on increases in the value of a Contract until a distribution occurs or until annuity payments begin. (For these purposes, the agreement to assign or pledge any portion of the contract value, and, in the case of a qualified Contract, any portion of an interest in the qualified plan, generally will be treated as a distribution.) TAXATION OF NON-QUALIFIED CONTRACTS NON-NATURAL PERSON. The owner of any annuity contract who is not a natural person generally must include in income any increase in the excess of the contract value over the "investment in the contract" 24 (generally, the premiums or other consideration paid for the contract) during the taxable year. There are some exceptions to this rule and a prospective contract owner that is not a natural person may wish to discuss these with a tax adviser. The following discussion generally applies to Contracts owned by natural persons. WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner's investment in the Contract at that time. The tax treatment of market value adjustments is uncertain. You should consult a tax adviser if you are considering taking a withdrawal from your Contract in circumstances where a market value adjustment would apply. In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the extent it exceeds the contract owner's investment in the Contract. PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a non-qualified Contract, there may be imposed a federal tax penalty equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions: o made on or after the taxpayer reaches age 59 1/2; o made on or after the death of a contract owner; o attributable to the taxpayer's becoming disabled; or o made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer. Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax. ANNUITY PAYMENTS. Although tax consequences may vary depending on the payment option elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the Contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income. TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract because of your death or the death of the annuitant. Generally, such amounts are includible in the income of recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payment option, they are taxed in the same way as annuity payments. TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A transfer or assignment of ownership of a Contract, the designation of an annuitant, the selection of certain dates for commencement of the annuity phase, or the exchange of a Contract may result in certain tax consequences to you that are not discussed herein. A contract owner contemplating any such transfer, assignment or exchange, should consult a tax advisor as to the tax consequences. WITHHOLDING. Annuity distributions are generally subject to withholding for the recipient's federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions. MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are issued by us (or our affiliates) to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner's income when a taxable distribution occurs. 25 TAXATION OF QUALIFIED CONTRACTS The Contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and contributions of the plan itself. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59 1/2 (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Therefore, no attempt is made to provide more than general information about the use of the Contracts with the various types of qualified retirement plans. Contract owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under these qualified retirement plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract, but we shall not be bound by the terms and conditions of such plans to the extent such terms contradict the Contract, unless the Company consents. DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as under a non-qualified Contract. When a withdrawal from a qualified Contract occurs, a pro rata portion of the amount received is taxable, generally based on the ratio of the contract owner's investment in the Contract (generally, the premiums or other consideration paid for the Contract) to the participant's total accrued benefit balance under the retirement plan. For Qualified Contracts, the investment in the Contract can be zero. For Roth IRAs, distributions are generally not taxed, except as described below. For qualified plans under Section 401(a) and 403(b), the Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the contract owner (or plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a specified form or manner. If the plan participant is a "5 percent owner" (as defined in the Code), distributions generally must begin no later than April 1 of the calendar year following the calendar year in which the contract owner (or plan participant) reaches age 70 1/2. For IRAs described in Section 408, distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the contract owner (or plan participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require distributions at any time before the contract owner's death. WITHHOLDING. Distributions from certain qualified plans generally are subject to withholding for the contract owner's federal income tax liability. The withholding rates vary according to the type of distribution and the contract owner's tax status. The contract owner may be provided the opportunity to elect not to have tax withheld from distributions. "Eligible rollover distributions" from section 401(a) plans and section 403(b) tax-sheltered annuities are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is the taxable portion of any distribution from such a plan, except certain distributions that are required by the Code or distributions in a specified annuity form. The 20% withholding does not apply, however, if the contract owner chooses a "direct rollover" from the plan to another tax-qualified plan or IRA. Brief descriptions of the various types of qualified retirement plans in connection with a Contract follow. We will endorse the Contract as necessary to conform it to the requirements of such plan. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under the Contract which do not satisfy the requirements of Section 72(s) of the Code. If any owner of a non-qualified Contract dies before the annuity start date, the death benefit payable to the beneficiary will be distributed as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner's date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner's date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner's date of death. 26 Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is the deceased owner's surviving spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner's death. Upon receipt of such election from the spouse at our Customer Service Center: (1) all rights of the spouse as contract owner's beneficiary under the Contract in effect prior to such election will cease; (2) the spouse will become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and only if the deceased owner was the annuitant; and (3) all rights and privileges granted by the Contract or allowed by Golden American will belong to the spouse as contract owner of the Contract. This election will be deemed to have been made by the spouse if such spouse makes a premium payment to the Contract or fails to make a timely election as described in this paragraph. If the owner's beneficiary is a nonspouse, the distribution provisions described in subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner's death. If we do not receive an election from a nonspouse owner's beneficiary within the 1-year period after the contract owner's date of death, then we will pay the death benefit to the owner's beneficiary in a cash payment within five years from date of death. We will determine the death benefit as of the date we receive proof of death. We will make payment of the proceeds on or before the end of the 5-year period starting on the owner's date of death. Such cash payment will be in full settlement of all our liability under the Contract. If the contract owner dies after the annuity start date, we will continue to distribute any benefit payable at least as rapidly as under the annuity option then in effect. All of the contract owner's rights granted under the Contract or allowed by us will pass to the contract owner's beneficiary. If the Contract has joint owners we will consider the date of death of the first joint owner as the death of the contract owner and the surviving joint owner will become the contract owner of the Contract. CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS Section 401(a) of the Code permits corporate employers to establish various types of retirement plans for employees, and permits self- employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of the Contracts to accumulate retirement savings under the plans. Adverse tax or other legal consequences to the plan, to the participant, or to both may result if this Contract is assigned or transferred to any individual as a means to provide benefit payments, unless the plan complies with all legal requirements applicable to such benefits before transfer of the Contract. Employers intending to use the Contract with such plans should seek competent advice. INDIVIDUAL RETIREMENT ANNUITIES Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an "Individual Retirement Annuity" or "IRA." These IRAs are subject to limits on the amount that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the time when distributions commence. Also, distributions from certain other types of qualified retirement plans may be "rolled over" or transferred on a tax- deferred basis into an IRA. There are significant restrictions on rollover or transfer contributions from Savings Incentive Match Plans (SIMPLE), under which certain employers may provide contributions to IRAs on behalf of their employees, subject to special restrictions. Employers may establish Simplified Employee Pension (SEP) Plans to provide IRA contributions on behalf of their employees. Sales of the Contract for use with IRAs may be subject to special requirements of the IRS. ROTH IRAS Section 408A of the Code permits certain eligible individuals to contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations, are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject to tax, and other special rules may apply. 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 the Roth IRA. 27 TAX SHELTERED ANNUITIES Section 403(b) of the Code allows 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 1/2, separation from service, death or disability. Salary reduction contributions may also be distributed upon hardship, but would generally be subject to penalties. OTHER TAX CONSEQUENCES As noted above, the foregoing comments about the federal tax consequences under the Contracts are not exhaustive, and special rules are provided with respect to other tax situations not discussed in this prospectus. Further, the federal income tax consequences discussed herein reflect our understanding of current law, and the law may change. Federal estate and state and local estate, inheritance and other tax consequences of ownership or receipt of distributions under a Contract depend on the individual circumstances of each contract owner or recipient of the distribution. A competent tax adviser should be consulted for further information. POSSIBLE CHANGES IN TAXATION Although the likelihood of legislative change is uncertain, there is always the possibility that the tax treatment of the Contracts could change by legislation or other means. It is also possible that any change could be retroactive (that is, effective before the date of the change). A tax adviser should be consulted with respect to legislative developments and their effect on the Contract. 28 [Shaded Section Header] - -------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION - -------------------------------------------------------------------------- TABLE OF CONTENTS ITEM PAGE Introduction..............................................1 Description of Golden American Life Insurance Company.....1 Safekeeping of Assets.....................................1 The Administrator.........................................1 Independent Auditors......................................1 Distribution of Contracts.................................1 Performance Information...................................2 IRA Withdrawal Option.....................................6 Other Information.........................................6 Financial Statements of Separate Account B................6 Appendix Description of Bond Ratings.................. A-1 - -------------------------------------------------------------------------- PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS COVER. - -------------------------------------------------------------------------- PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B. Please Print or Type: -------------------------------------------------- NAME -------------------------------------------------- SOCIAL SECURITY NUMBER -------------------------------------------------- STREET ADDRESS -------------------------------------------------- CITY, STATE, ZIP (6.0% 5/99 DVA100) 91 This page intentionally left blank. 92 APPENDIX A CONDENSED FINANCIAL INFORMATION The following tables give (1) the accumulation unit value ("AUV"), (2) the total number of accumulation units, and (3) the total accumulation unit value, for each subaccount of Golden American Separate Account B available under the Contract for the indicated periods. The date on which the subaccount became available to investors and the starting accumulation unit value are indicated on the last row of each table. The Managed Global subaccount commenced operations initially as a subaccount of another separate account, the Managed Global Account of Separate Account D of Golden American; however, at the time of conversion the value of an accumulation unit did not change). As of May 1, 1999, we no longer accept new allocations into the All-Growth and Growth Opportunities subaccounts. LIQUID ASSET [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 14.83 50,601 $ 727 | | 1997 13.87 37,946 526 | | 1996 13.38 19,543 262 | | 1995 12.92 70,999 917 | | 1994 12.41 71,013 881 | | 1993 12.13 11,507 140 | | 1992 11.98 12,770 | | 1991 11.78 9,224 | | 1990 11.31 8,420 | | 1989 10.64 2,191 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| LIMITED MATURITY BOND [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $16.81 22,995 $ 387 | | 1997 15.95 22,582 360 | | 1996 15.10 32,874 498 | | 1995 14.13 14,356 212 | | 1994 13.36 20,243 271 | | 1993 13.71 55,281 758 | | 1992 13.09 39,861 | | 1991 12.65 15,935 | | 1990 11.55 8,010 | | 1989 10.83 2,596 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| A1 GLOBAL FIXED INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ -- $ | | 5/1/98 12.08 -- -- | |-------------------------------------------------------------| TOTAL RETURN [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $17.75 6,695 $ 119 | | 1997 16.12 4,909 79 | | 1/20/97 13.82 -- -- | |-------------------------------------------------------------| EQUITY INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.01 64,749 $ 1,425 | | 1997 20.61 86,050 1,773 | | 1996 17.79 99,857 1,777 | | 1995 16.58 140,336 2,327 | | 1994 14.13 136,683 1,933 | | 1993 14.50 36,280 527 | | 1992 13.22 115,125 | | 1991 13.16 57,739 | | 1990 11.12 23,963 | | 1989 10.76 15,556 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| A2 FULLY MANAGED [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $20.61 33,313 $ 686 | | 1997 19.72 36,340 717 | | 1996 17.33 21,625 375 | | 1995 15.10 29,312 443 | | 1994 12.68 32,224 410 | | 1993 13.86 38,509 534 | | 1992 13.06 37,353 | | 1991 12.46 9,834 | | 1990 9.78 5,414 | | 1989 10.38 5,334 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| RISING DIVIDENDS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.64 92,161 $ 2,086 | | 1997 20.11 85,890 1,727 | | 1996 15.70 77,854 1,222 | | 1995 13.19 50,637 668 | | 1994 10.20 45,055 460 | | 1993 10.28 11,960 123 | | 10/4/93 10.00 -- -- | |-------------------------------------------------------------| GROWTH & INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $17.03 9,399 $ 160 | | 1997 15.42 9,355 144 | | 1996 12.49 2,225 28 | | 9/3/96 10.95 -- -- | |-------------------------------------------------------------| A3 GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $16.31 11,112 $ 181 | | 1997 13.04 2,137 28 | | 1/20/97 12.01 -- -- | |-------------------------------------------------------------| VALUE EQUITY [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $18.32 20,539 $ 376 | | 1997 18.28 24,986 457 | | 1996 14.56 27,355 398 | | 1995 13.34 10,226 136 | | 1/3/95 10.00 -- -- | |-------------------------------------------------------------| RESEARCH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.93 20,718 $ 475 | | 1997 18.89 10,225 193 | | 1/20/97 16.51 -- -- | |-------------------------------------------------------------| STRATEGIC EQUITY [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.23 22,096 $ 315 | | 1997 14.31 34,778 498 | | 1996 11.78 35,219 415 | | 1995 10.00 26,760 267 | | 10/2/95 10.00 -- -- | |-------------------------------------------------------------| A4 CAPITAL APPRECIATION [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $24.55 49,076 $ 1,205 | | 1997 22.08 46,932 1,036 | | 1996 17.36 35,436 615 | | 1995 14.63 26,783 392 | | 1994 11.40 31,314 357 | | 1993 11.74 48,394 568 | | 1992 10.99 18,366 | | 5/4/92 10.00 -- -- | |-------------------------------------------------------------| MID-CAP GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $22.50 12,309 $ 277 | | 1997 18.57 10,361 193 | | 1996 15.74 5,670 89 | | 9/3/96 14.69 -- -- | |-------------------------------------------------------------| SMALL CAP [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $15.39 18,405 $ 283 | | 1997 12.90 38,537 497 | | 1996 11.85 40,332 478 | | 1/2/96 10.00 -- -- | |-------------------------------------------------------------| A5 REAL ESTATE [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $21.82 9,562 $ 209 | | 1997 25.55 22,395 572 | | 1996 21.10 14,864 314 | | 1995 15.80 14,556 230 | | 1994 13.74 16,064 221 | | 1993 13.10 7,264 95 | | 1992 11.32 3,600 | | 1991 10.08 696 | | 1990 7.65 310 | | 1989 9.85 650 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| HARD ASSETS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.33 23,997 $ 344 | | 1997 20.63 32,428 669 | | 1996 19.70 36,118 712 | | 1995 14.99 19,158 287 | | 1994 13.73 22,343 307 | | 1993 13.57 3,478 47 | | 1992 9.17 2,882 | | 1991 10.31 2,646 | | 1990 9.91 2,460 | | 1989 11.71 2,321 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| MANAGED GLOBAL [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $14.95 47,894 $ 716 | | 1997 11.72 76,803 900 | | 1996 10.59 64,797 686 | | 1995 9.56 72,375 | | 1994 9.03 69,795 630 | | 1993 10.48 63,254 663 | | 1992 10.01 38,699 | |10/21/92 10.00 -- -- | |-------------------------------------------------------------| A6 DEVELOPING WORLD [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ -- $ | | 5/1/98 10.42 -- -- | |-------------------------------------------------------------| EMERGING MARKETS [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ 6.52 23,813 $ 155 | | 1997 8.71 34,350 299 | | 1996 9.74 28,101 274 | | 1995 9.20 30,591 281 | | 1994 10.38 219,810 2,281 | | 1993 12.40 52,093 646 | | 10/4/93 10.00 -- -- | |-------------------------------------------------------------| PIMCO HIGH YIELD BOND [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ $ | | 5/1/98 10.00 -- -- | |-------------------------------------------------------------| PIMCO STOCKSPLUS GROWTH AND INCOME [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ $ | | 5/1/98 10.00 -- -- | |-------------------------------------------------------------| A7 ALL-GROWTH [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $15.48 23,147 $ 358 | | 1997 14.33 26,286 377 | | 1996 13.72 23,840 327 | | 1995 13.98 46,215 647 | | 1994 11.58 48,963 567 | | 1993 13.16 10,867 143 | | 1992 12.52 23,419 | | 1991 13.03 11,160 | | 1990 9.74 4,528 | | 1989 10.71 3,078 | | 1/24/89 10.00 -- -- | |-------------------------------------------------------------| GROWTH OPPORTUNITIES [Table with shaded headings] |-------------------------------------------------------------| | TOTAL # OF | | ACCUMULATION | | AUV AT UNITS AT TOTAL | | YEAR END (AND YEAR END (AND AUV AT | | AT BEGINNING OF AT BEGINNING OF YEAR END | | FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) | |-------------------------------------------------------------| | 1998 $ -- $ | | 5/1/98 10.78 -- -- | |-------------------------------------------------------------| A8 GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware - -------------------------------------------------------------------------- G3207 5/99 PART B Statement of Additional Information GOLDENSELECT DVA DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT ISSUED BY SEPARATE ACCOUNT B ("Account B") OF GOLDEN AMERICAN LIFE INSURANCE COMPANY This Statement of Additional Information is not a prospectus. The information contained herein should be read in conjunction with the Prospectus for the Golden American Life Insurance Company Deferred Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a prospective investor ought to know before investing. For a copy of the Prospectus, send a written request to Golden American Life Insurance Company, Customer Service Center, P.O. Box 2700, West Chester, Pennsylvania 19380-1478 or telephone 1-800-366-0066. DATE OF PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 1999 TABLE OF CONTENTS ITEM PAGE Introduction 1 Description of Golden American Life Insurance Company 1 Safekeeping of Assets 1 The Administrator 1 Independent Auditors 1 Distribution of Contracts 1 Performance Information 2 IRA Partial Withdrawal Option 6 Other Information 6 Financial Statements of Account B 6 Appendix - Description of Bond Ratings A-1 i INTRODUCTION This Statement of Additional Information provides background information regarding Account B. DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company ("Golden American") is a stock life insurance company organized under the laws of the State of Delaware. On August 13, 1996, Equitable of Iowa Companies, Inc. (formerly Equitable of Iowa Companies) ("Equitable of Iowa") acquired all of the interest in Golden American and Directed Services, Inc. On October 24, 1997, Equitable of Iowa and ING Groep N.V. ("ING") completed a merger agreement, and Equitable of Iowa became a wholly owned subsidiary of ING. ING, headquartered in The Netherlands, is a global financial services holding company with over $461.8 billion in assets as of December 31, 1998. As of December 31, 1998, Golden American had approximately $353.9 million in stockholder's equity and approximately $4.8 billion in total assets, including approximately $3.4 billion of separate account assets. Golden American is authorized to do business in all jurisdictions except New York. Golden American offers variable annuities and variable life insurance. Golden American formed a subsidiary, First Golden American Life Insurance Company of New York ("First Golden"), who is licensed to do variable annuity business in the states of New York and Delaware. SAFEKEEPING OF ASSETS Golden American acts as its own custodian for Account B. THE ADMINISTRATOR Effective January 1, 1997, Equitable Life Insurance Company of Iowa ("Equitable Life") and Golden American became parties to a service agreement pursuant to which Equitable Life agreed to provide certain accounting, actuarial, tax, underwriting, sales, management and other services to Golden American. Expenses incurred by Equitable Life in relation to this service agreement were reimbursed by Golden American on an allocated cost basis. No charges were billed to Golden American by Equitable Life pursuant to the service agreement in 1997. Equitable Life billed Golden American $892,903 pursuant to the service agreement in 1998. INDEPENDENT AUDITORS Ernst & Young LLP, independent auditors, performs annual audits of Golden American and Account B. DISTRIBUTION OF CONTRACTS The offering of contracts under the prospectus associated with this Statement of Additional Information is continuous. Directed Services, Inc., an affiliate of Golden American, acts as the principal underwriter (as defined in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable insurance products (the "variable insurance products") issued by Golden American. The variable insurance products were sold primarly through two broker/dealer institutions, during the year ended December 31, 1996, through two broker/dealer institutions during the year ended December 31, 1997 and through two broker/dealer institutions during the year ended December 31, 1998. For the years ended 1998, 1997 and 1996 commissions paid by Golden American to Directed Services, Inc. aggregated $117,470,000, $36,350,000 and $27,065,000, respectively. Directed Services, Inc. is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478. Under a management services agreement, last amended in 1995, Golden American provides to Directed Services, Inc. certain of its personnel to perform management, administrative and clerical services and the use of certain facilities. Golden American charges Directed Services, Inc. for such expenses and all other general and administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated based on the estimated amount of time spent by Golden American's employees on behalf of Directed Services, Inc. In the 1 opinion of management, this method of cost allocation is reasonable. This fee, calculated as a percentage of average assets in the variable separate accounts, was $4,771,000, $2,770,000 and $2,267,000 for the years ended 1998, 1997 and 1996, respectively. PERFORMANCE INFORMATION Performance information for the subaccounts of Account B, including yields, standard annual returns and other non-standard measures of performance of all subaccounts, may appear in reports or promotional literature to current or prospective owners. Such non-standard measures of performance will be computed, or accompanied by performance data computed, in accordance with criteria defined by the SEC. Negative values are denoted by minus signs ("-"). Performance information for measures other than total return do not reflect any applicable premium tax that can range from 0% to 3.5%. As described in the prospectus, three death benefit options are available. The following performance values reflect the election at issue of the 7% Solution Enhanced Death Benefit Option providing values reflecting the highest aggregate contract charges. If one of the other death benefit options had been elected, the historical performance values would be higher than those represented in the examples. SEC STANDARD MONEY MARKET SUBACCOUNT YIELDS Current yield for the Liquid Asset Subaccount will be based on the change in the value of a hypothetical investment (exclusive of capital changes or income other than investment income) over a particular 7-day period, less a pro rata share of subaccount expenses accrued over that period (the "base period"), and stated as a percentage of the investment at the start of the base period (the "base period return"). The base period return is then annualized by multiplying by 365/7, with the resulting yield figure carried to at least the nearest hundredth of one percent. Calculation of "effective yield" begins with the same "base period return" used in the calculation of yield, which is then annualized to reflect weekly compounding pursuant to the following formula: Effective Yield = [(Base Period Return) +1)^365/7] - 1 The current yield and effective yield of the Liquid Asset Subaccount for the 7-day period December 25, 1998 to December 31, 1998 were 3.65% and 3.71%, respectively. SEC STANDARD 30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS Quotations of yield for the remaining subaccounts will be based on all investment income per subaccount earned during a particular 30- day period, less expenses accrued during the period ("net investment income"), and will be computed by dividing net investment income by the value of an accumulation unit on the last day of the period, according to the following formula: Yield = 2 [ ( a - b +1)^(6) - 1] ------ cd Where: [a] equals the net investment income earned during the period by the investment portfolio attributable to shares owned by a subaccount [b] equals the expenses accrued for the period (net of reimbursements) [c] equals the average daily number of units outstanding during the period based on the accumulation unit value [d] equals the value (maximum offering price) per accumulation unit value on the last day of the period Yield on subaccounts of Account B is earned from the increase in net asset value of shares of the portfolio in which the subaccount invests and from dividends declared and paid by the portfolio, which are automatically reinvested in shares of the portfolio. SEC STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS Quotations of average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: 2 P(1+T)^(n)=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) All total return figures reflect the deduction of the maximum sales load, the administrative charges, and the mortality and expense risk charges. The Securities and Exchange Commission (the "SEC") requires that an assumption be made that the contract owner surrenders the entire contract at the end of the one, five and 10 year periods (or, if less, up to the life of the security) for which performance is required to be calculated. This assumption may not be consistent with the typical contract owner's intentions in purchasing a contract and may adversely affect returns. Quotations of total return may simultaneously be shown for other periods, as well as quotations of total return that do not take into account certain contractual charges such as sales load. Average Annual Total Return for the subaccounts presented on a standardized basis, which includes deductions for the mortality and expense risk charge, administrative charge, contract charge and surrender charge for the year ending December 31, 1998 were as follows:
Average Annual Total Return for Periods Ending 12/31/98 - Standardized - ---------------------------------------------------------------------- One Year Period Five Year Period Inception to Inception Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date - ---------- --------------- --------------- --------------- ---- Equity Income 1.12% 8.77% 8.62%* 1/25/89 Fully Managed -1.23% 8.01% 7.90%* 1/25/89 Capital Appreciation 5.49% 16.05% 14.72%* 5/4/92 Rising Dividends 6.93% 17.25% 17.05% 10/4/93 All-Growth 2.36% 3.26% 4.83%* 1/25/89 Real Estate -20.38% 10.82% 8.52%* 1/25/89 Hard Assets -36.35% 1.02% 4.02%* 1/25/89 Value Equity -5.53% n/a 16.11% 1/1/95 Strategic Equity -6.23% n/a 10.86% 10/2/95 Small Cap 13.71% n/a 14.59% 1/2/96 Emerging Markets -16.66% -12.52% -3.11% 10/4/93 Managed Global 21.96% 7.39%* 6.91%* 10/21/92 Growth Opportunities n/a n/a -9.19%# 2/19/98 Developing World n/a n/a -33.97%# 2/19/98 Mid-Cap Growth 15.52% n/a 21.13%* 10/7/94 Research 15.76% n/a 21.76%* 10/7/94 Total Return 4.41%* n/a 14.42%* 10/7/94 Growth & Income 4.79% n/a 20.52% 4/1/96 Growth 19.49% n/a 19.08%* 4/1/96 Global Fixed Income 4.67%* n/a 6.38%* 10/7/94 High Yield Bond n/a n/a -4.99%*# 5/1/98 StocksPLUS Growth and n/a n/a 5.35%*# 5/1/98 Income Limited Maturity Bond -0.27% 4.14% 5.71%* 1/25/89 Liquid Asset -2.06% 3.42% 4.05%* 1/25/89
- ---------------------- * Total return calculation reflects partial waiver of fees and expenses. # Non-annualized. 3 Non-Standard Average Annual Total Return for All Subaccounts Quotations of non-standard average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: P(1+T)^(n)]=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) assuming certain loading and charges are zero. All total return figures reflect the deduction of the mortality and expense risk charge and the administrative charges, but not the deduction of the maximum sales load and the annual contract fee. Average Annual Total Return for the subaccounts presented on a non- standardized basis, which includes deductions for the mortality and expense risk charge and the administrative charge for the year ending December 31, 1998 were as follows:
Average Annual Total Return for Periods Ending 12/31/98 - Non-Standardized - -------------------------------------------------------------------------- One Year Period Five Year Period Inception to Inception Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date - ---------- --------------- --------------- --------------- ---- Equity Income 7.18% 9.09% 8.65%* 1/25/89 Fully Managed 4.84% 8.63% 7.93%* 1/25/89 Capital Appreciation 11.55% 16.30% 14.81%* 5/4/92 Rising Dividends 12.99% 17.51% 17.27% 10/4/93 All-Growth 8.43% 3.67% 4.87%* 1/25/89 Real Estate -14.32% 11.13% 8.55%* 1/25/89 Hard Assets -30.29% 1.46% 4.06%* 1/25/89 Value Equity 0.54% n/a 16.77% 1/1/95 Strategic Equity -0.17% n/a 11.87% 10/2/95 Small Cap 19.77% n/a 15.88% 1/2/96 Emerging Markets -10.60% -11.75% -2.61% 10/4/93 Managed Global 28.02% 7.73%* 7.07%* 10/21/92 Growth Opportunities n/a n/a -3.13%# 2/19/98 Developing World n/a n/a -26.91%# 2/19/98 Mid-Cap Growth 21.58% n/a 21.54%* 10/7/94 Research 21.82% n/a 22.07%* 10/7/94 Total Return 10.48%* n/a 14.91%* 10/7/94 Growth & Income 10.85% n/a 21.86% 4/1/96 Growth 25.56% n/a 19.92%* 4/1/96 Global Fixed Income 10.73%* n/a 7.00%* 10/7/94 High Yield Bond n/a n/a 10.70%*# 5/1/98 StocksPLUS Growth and n/a n/a 11.41%*# 5/1/98 Income Limited Maturity Bond 5.79% 4.53% 5.74%* 1/25/89 Liquid Asset 4.00% 3.82% 4.09%* 1/25/89
- --------------------- * Total return calculation reflects partial waiver of fees and expenses. # Non-annualized. Performance information for a subaccount may be compared, in reports and promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue Money Market Institutional Averages, or other indices that measure performance of a pertinent group of securities so that investors may compare a subaccount's results with those of a group of securities widely regarded by investors as 4 representative of the securities markets in general; (ii) other groups of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services, a widely used independent research firm which ranks mutual funds and other investment companies by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, or persons who rank such investment companies on overall performance or other criteria; and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the contract. Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for administrative and management costs and expenses. Performance information for any subaccount reflects only the performance of a hypothetical contract under which contract value is allocated to a subaccount during a particular time period on which the calculations are based. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the investment portfolio of the Trust in which the Account B subaccounts invest, and the market conditions during the given time period, and should not be considered as a representation of what may be achieved in the future. Reports and promotional literature may also contain other information including the ranking of any subaccount derived from rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by other rating services, companies, publications, or other persons who rank separate accounts or other investment products on overall performance or other criteria. PUBLISHED RATINGS From time to time, the rating of Golden American as an insurance company by A.M. Best may be referred to in advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best's Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. Best's ratings range from A+ + to F. An A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest ability to meet its respective policyholder and other contractual obligations. ACCUMULATION UNIT VALUE The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus for the Contracts under Performance Information. Note that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical examples): ILLUSTRATION OF CALCULATION OF AUV EXAMPLE 1. 1. AUV, beginning of period $1.80000000 2. Value of securities, beginning of period $21.20 3. Change in value of securities $ .50 4. Gross investment return (3) divided by (2) 02358491 5. Less daily mortality and expense charge 00002477 6. Less asset based administrative charge 00000276 7. Net investment return (4) minus (5) minus (6) 02355738 8. Net investment factor (1.000000) plus (7) 1.02355738 9. AUV, end of period (1) multiplied by (8) $1.84240328 ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX) EXAMPLE 2. 1. Initial Premium Payment $100.00 2. AUV on effective date of purchase (see Example 1) $1.8000000 3. Number of Units purchased [(1) divided by (2)] 55.55556 4. AUV for valuation date following purchase (see Example 1) $1.84240328 5 5. Contract Value in account for valuation date following purchase [(3) multiplied by (4)] $102.36 IRA PARTIAL WITHDRAWAL OPTION If the contract owner has an IRA contract and will attain age 70 1/2 in the current calendar year, distributions will be made in accordance with the requirements of Federal tax law. This option is available to assure that the required minimum distributions from qualified plans under the Internal Revenue Code (the "Code") are made. Under the Code, distributions must begin no later than April 1st of the calendar year following the calendar year in which the contract owner attains age 70 1/2. If the required minimum distribution is not withdrawn, there may be a penalty tax in an amount equal to 50% of the difference between the amount required to be withdrawn and the amount actually withdrawn. Even if the IRA Partial Withdrawal Option is not elected, distributions must nonetheless be made in accordance with the requirements of Federal tax law. Golden American notifies the contract owner of these regulations with a letter mailed on January 1st of the calendar year in which the contract owner reaches age 70 1/2 which explains the IRA Partial Withdrawal Option and supplies an election form. If electing this option, the owner specifies whether the withdrawal amount will be based on a life expectancy calculated on a single life basis (contract owner's life only) or, if the contract owner is married, on a joint life basis (contract owner's and spouse's lives combined). The contract owner selects the payment mode on a monthly, quarterly or annual basis. If the payment mode selected on the election form is more frequent than annually, the payments in the first calendar year in which the option is in effect will be based on the amount of payment modes remaining when Golden American receives the completed election form. Golden American calculates the IRA Partial Withdrawal amount each year based on the minimum distribution rules. We do this by dividing the contract value by the life expectancy. In the first year withdrawals begin, we use the contract value as of the date of the first payment. Thereafter, we use the contract value on December 31st of each year. The life expectancy is recalculated each year. Certain minimum distribution rules govern payouts if the designated beneficiary is other than the contract owner's spouse and the beneficiary is more than ten years younger than the contract owner. OTHER INFORMATION Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Contracts discussed in this Statement of Additional Information. Not all of the information set forth in the registration statements, amendments and exhibits thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information concerning the content of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC. FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B The audited financial statements of Separate Account B are listed below and are included in this Statement of Additional Information: Report of Independent Auditors Audited Financial Statements Statement of Assets and Liability as of December 31, 1998 Statement of Operations for the year ended December 31, 1998 Statements of Changes in Net Assets for the years ended December 31, 1998 and 1997 Notes to Financial Statements 6 FINANCIAL STATEMENTS GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B YEARS ENDED DECEMBER 31, 1998 AND 1997 WITH REPORT OF INDEPENDENT AUDITORS GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998 AND 1997 TABLE OF CONTENTS Report of Independent Auditors Audited Financial Statements Statement of Assets and Liability Statement of Operations Statements of Changes in Net Assets Notes to Financial Statements Report of Independent Auditors The Board of Directors Golden American Life Insurance Company We have audited the accompanying statement of assets and liability of Golden American Life Insurance Company Separate Account B as of December 31, 1998, and the related statements of operations for the year then ended and the changes in net assets for each of the two years in the period then ended. These financial statements are the responsibility of the Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 1998, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden American Life Insurance Company Separate Account B at December 31, 1998, and the results of its operations for the year then ended and the changes in its net assets for each of the two years in the period then ended in conformity with generally accepted accounting principles. /S/ Ernst & Young LLP Des Moines, Iowa February 25, 1999 GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF ASSETS AND LIABILITY DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)
COMBINED ____________ ASSETS Investments at net asset value: The GCG Trust: Liquid Asset Series, 175,698,298 shares (cost - $175,698) $175,698 Limited Maturity Bond Series, 9,632,216 shares (cost - $103,588) 102,872 Hard Assets Series, 3,095,761 shares (cost - $44,073) 29,719 All-Growth Series, 5,460,140 shares (cost - $72,614) 81,847 Real Estate Series, 5,082,757 shares (cost - $77,307) 69,024 Fully Managed Series, 14,869,764 shares (cost - $216,245) 226,467 Multiple Allocation Series, 21,629,600 shares (cost - $268,930) 274,047 Capital Appreciation Series, 14,189,481 shares (cost - $221,707) 256,687 Rising Dividends Series, 22,754,116 shares (cost - $421,987) 500,818 Emerging Markets Series, 3,333,290 shares (cost - $31,776) 22,267 Market Manager Series, 414,851 shares (cost - $4,663) 8,068 Value Equity Series, 7,950,210 shares (cost - $122,857) 126,249 Strategic Equity Series, 5,567,699 shares (cost - $69,933) 71,377 Small Cap Series, 7,754,062 shares (cost - $103,129) 124,298 Managed Global Series, 9,213,401 shares (cost - $110,591) 130,738 Mid-Cap Growth Series, 6,458,180 shares (cost - $109,532) 116,893 Growth & Income Series, 11,461,829 shares (cost - $170,105) 179,033 Research Series, 13,965,668 shares (cost - $266,377) 283,643 Total Return Series, 14,425,794 shares (cost - $226,488) 227,928 Value + Growth Series, 9,163,078 shares (cost - $129,140) 143,127 Global Fixed Income Series, 853,224 shares (cost - $9,541) 9,531
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF ASSETS AND LIABILITY DECEMBER 31, 1998 (CONTINUED) (DOLLARS IN THOUSANDS)
COMBINED ____________ ASSETS - CONTINUED Investments at net asset value: The GCG Trust: Developing World Series, 612,452 shares (cost - $4,365) $4,514 Growth Opportunities Series, 425,552 shares (cost - $3,783) 4,132 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio, 4,770,792 shares (cost - $46,152) 46,134 PIMCO StocksPLUS Growth and Income Portfolio, 4,119,171 shares (cost - $47,564) 51,819 Greenwich Street Series Fund Inc.: Appreciation Portfolio, 46,082 shares (cost - $932) 975 Travelers Series Fund Inc.: Smith Barney High Income Portfolio, 63,707 shares (cost - $870) 807 Smith Barney Large Cap Value Portfolio, 34,717 shares (cost - $692) 702 Smith Barney International Equity Portfolio, 23,707 shares (cost - $333) 326 Smith Barney Money Market Portfolio, 317,907 shares (cost - $318) 318 Warburg Pincus Trust: International Equity Portfolio, 4,529,941 shares (cost - $48,231) 49,785 ____________ TOTAL ASSETS (cost - $3,109,521) 3,319,843 LIABILITY Payable to Golden American Life Insurance Company for charges and fees 1,638 ____________ TOTAL NET ASSETS $3,318,205 ============ NET ASSETS For variable annuity insurance contracts $3,309,202 Retained in Separate Account B by Golden American Life Insurance Company 9,003 ____________ TOTAL NET ASSETS $3,318,205 ============
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (DOLLARS IN THOUSANDS)
Limited Liquid Maturity Hard Asset Bond Assets Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $5,783 $3,217 $1,662 Capital gains distributions -- -- 1,065 ______________________________ TOTAL INVESTMENT INCOME 5,783 3,217 2,727 Expenses: Mortality and expense risk and other charges 1,619 939 461 Annual administrative charges 62 41 13 Minimum death benefit guarantee charges 7 1 2 Contingent deferred sales charges 342 65 53 Other contract charges 9 3 2 Amortization of deferred charges related to: Deferred sales load 615 389 164 Premium taxes 3 6 3 ______________________________ TOTAL EXPENSES BEFORE WAIVER 2,657 1,444 698 Fees waived by Golden American Life Insurance Company 5 9 4 ______________________________ NET EXPENSES 2,652 1,435 694 ______________________________ NET INVESTMENT INCOME (LOSS) 3,131 1,782 2,033 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments -- 872 (6,941) Net unrealized appreciation (depreciation) of investments -- 739 (8,620) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $3,131 $3,393 ($13,528) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All- Real Fully Growth Estate Managed Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends -- $3,321 $6,674 Capital gains distributions $470 6,244 12,408 ______________________________ TOTAL INVESTMENT INCOME 470 9,565 19,082 Expenses: Mortality and expense risk and other charges 879 964 2,417 Annual administrative charges 41 28 105 Minimum death benefit guarantee charges 1 1 2 Contingent deferred sales charges 46 38 64 Other contract charges 2 1 5 Amortization of deferred charges related to: Deferred sales load 409 290 866 Premium taxes 7 5 16 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,385 1,327 3,475 Fees waived by Golden American Life Insurance Company 10 6 19 ______________________________ NET EXPENSES 1,375 1,321 3,456 ______________________________ NET INVESTMENT INCOME (LOSS) (905) 8,244 15,626 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 330 3,708 1,704 Net unrealized appreciation (depreciation) of investments 6,240 (24,689) (10,501) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $5,665 ($12,737) $6,829 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Capital Alloca- Apprecia- Rising tion tion Dividends Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $13,875 $3,355 $2,240 Capital gains distributions 14,968 19,519 16,632 ______________________________ TOTAL INVESTMENT INCOME 28,843 22,874 18,872 Expenses: Mortality and expense risk and other charges 2,985 2,656 4,670 Annual administrative charges 144 110 212 Minimum death benefit guarantee charges 10 2 4 Contingent deferred sales charges 89 59 128 Other contract charges 9 9 13 Amortization of deferred charges related to: Deferred sales load 1,784 1,083 934 Premium taxes 33 25 11 ______________________________ TOTAL EXPENSES BEFORE WAIVER 5,054 3,944 5,972 Fees waived by Golden American Life Insurance Company 26 26 20 ______________________________ NET EXPENSES 5,028 3,918 5,952 ______________________________ NET INVESTMENT INCOME (LOSS) 23,815 18,956 12,920 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 2,288 6,551 3,842 Net unrealized appreciation (depreciation) of investments (10,125) (3,987) 17,344 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $15,978 $21,520 $34,106 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Market Value Markets Manager Equity Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends -- $129 $2,766 Capital gains distributions -- 214 1,018 ______________________________ TOTAL INVESTMENT INCOME -- 343 3,784 Expenses: Mortality and expense risk and other charges $336 -- 1,442 Annual administrative charges 10 1 57 Minimum death benefit guarantee charges 1 -- 1 Contingent deferred sales charges 16 -- 57 Other contract charges 1 -- 2 Amortization of deferred charges related to: Deferred sales load 160 43 231 Premium taxes 2 -- 3 ______________________________ TOTAL EXPENSES BEFORE WAIVER 526 44 1,793 Fees waived by Golden American Life Insurance Company 2 -- 3 ______________________________ NET EXPENSES 524 44 1,790 ______________________________ NET INVESTMENT INCOME (LOSS) (524) 299 1,994 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (3,524) 135 1,237 Net unrealized appreciation (depreciation) of investments (4,266) 1,090 (4,208) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($8,314) $1,524 ($977) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Small Managed Equity Cap Global Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $1,941 -- $1,806 Capital gains distributions 2,711 -- 3,627 ______________________________ TOTAL INVESTMENT INCOME 4,652 -- 5,433 Expenses: Mortality and expense risk and other charges 851 $1,114 1,445 Annual administrative charges 29 55 59 Minimum death benefit guarantee charges 1 1 1 Contingent deferred sales charges 52 59 50 Other contract charges 1 3 4 Amortization of deferred charges related to: Deferred sales load 135 112 579 Premium taxes 1 1 8 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,070 1,345 2,146 Fees waived by Golden American Life Insurance Company 4 2 9 ______________________________ NET EXPENSES 1,066 1,343 2,137 ______________________________ NET INVESTMENT INCOME (LOSS) 3,586 (1,343) 3,296 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 1,365 2,148 7,634 Net unrealized appreciation (depreciation) of investments (6,078) 15,952 16,611 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($1,127) $16,757 $27,541 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth & Growth Income Research Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $4,999 $4,745 $12,283 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 4,999 4,745 12,283 Expenses: Mortality and expense risk and other charges 880 1,599 1,941 Annual administrative charges 51 88 120 Minimum death benefit guarantee charges 1 -- -- Contingent deferred sales charges 20 62 71 Other contract charges 2 1 4 Amortization of deferred charges related to: Deferred sales load 55 92 79 Premium taxes -- 2 1 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,009 1,844 2,216 Fees waived by Golden American Life Insurance Company 1 3 1 ______________________________ NET EXPENSES 1,008 1,841 2,215 ______________________________ NET INVESTMENT INCOME (LOSS) 3,991 2,904 10,068 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 899 911 972 Net unrealized appreciation (depreciation) of investments 6,574 7,679 16,878 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $11,464 $11,494 $27,918 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Total Value + Fixed Return Growth Income Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $11,048 $5,950 $237 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 11,048 5,950 237 Expenses: Mortality and expense risk and other charges 1,714 1,099 57 Annual administrative charges 98 62 4 Minimum death benefit guarantee charges -- 1 -- Contingent deferred sales charges 62 42 2 Other contract charges 1 1 -- Amortization of deferred charges related to: Deferred sales load 75 49 -- Premium taxes 1 1 -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,951 1,255 63 Fees waived by Golden American Life Insurance Company 2 2 -- ______________________________ NET EXPENSES 1,949 1,253 63 ______________________________ NET INVESTMENT INCOME (LOSS) 9,099 4,697 174 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 185 (807) 216 Net unrealized appreciation (depreciation) of investments 1,028 15,417 -- ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $10,312 $19,307 $390 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO Growth High Developing Oppor- Yield World tunities Bond Division Division Division (a) (a) (c) ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $2 $25 $1,050 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 2 25 1,050 Expenses: Mortality and expense risk and other charges 22 31 197 Annual administrative charges 2 1 17 Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges -- 1 15 Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load -- -- 4 Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 24 33 233 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 24 33 233 ______________________________ NET INVESTMENT INCOME (LOSS) (22) (8) 817 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (266) (235) (318) Net unrealized appreciation (depreciation) of investments 149 349 (18) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($139) $106 $481 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Smith Growth Barney and Appre- High Income ciation Income Division Division Division (b) ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $1,005 $8 $37 Capital gains distributions -- 33 8 ______________________________ TOTAL INVESTMENT INCOME 1,005 41 45 Expenses: Mortality and expense risk and other charges 162 10 8 Annual administrative charges 18 1 1 Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges 9 -- -- Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load 2 -- -- Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 191 11 9 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 191 11 9 ______________________________ NET INVESTMENT INCOME (LOSS) 814 30 36 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (97) 3 8 Net unrealized appreciation (depreciation) of investments 4,255 52 (66) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $4,972 $85 ($22) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Smith Barney Smith Barney Inter- Barney Large Cap national Money Value Equity Market Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $6 -- $20 Capital gains distributions 16 -- -- ______________________________ TOTAL INVESTMENT INCOME 22 -- 20 Expenses: Mortality and expense risk and other charges 7 $3 6 Annual administrative charges 1 -- -- Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges -- -- -- Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load -- -- -- Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 8 3 6 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 8 3 6 ______________________________ NET INVESTMENT INCOME (LOSS) 14 (3) 14 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 2 (1) -- Net unrealized appreciation (depreciation) of investments 3 (2) -- ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $19 ($6) $14 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division Combined ____________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $251 $88,435 Capital gains distributions -- 78,933 ____________________ TOTAL INVESTMENT INCOME 251 167,368 Expenses: Mortality and expense risk and other charges 398 30,912 Annual administrative charges 20 1,451 Minimum death benefit guarantee charges -- 37 Contingent deferred sales charges 12 1,414 Other contract charges -- 73 Amortization of deferred charges related to: Deferred sales load -- 8,150 Premium taxes -- 129 ____________________ TOTAL EXPENSES BEFORE WAIVER 430 42,166 Fees waived by Golden American Life Insurance Company -- 154 ____________________ NET EXPENSES 430 42,012 ____________________ NET INVESTMENT INCOME (LOSS) (179) 125,356 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (556) 22,265 Net unrealized appreciation (depreciation) of investments 1,647 39,447 ____________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $912 $187,068 ==================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (DOLLARS IN THOUSANDS)
Liquid Asset Division ____________ NET ASSETS AT JANUARY 1, 1997 $37,476 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 970 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 970 Changes from principal transactions: Purchase payments 29,455 Contract distributions and terminations (18,096) Transfer payments from (to) Fixed Accounts and other Divisions 7,253 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 196 ____________ Increase (decrease) in net assets derived from principal transactions 18,808 ____________ Total increase (decrease) 19,778 ____________ NET ASSETS AT DECEMBER 31, 1997 57,254
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Liquid Asset Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,131 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 3,131 Changes from principal transactions: Purchase payments 227,924 Contract distributions and terminations (38,803) Transfer payments from (to) Fixed Accounts and other Divisions (73,759) Addition to assets retained in the Account by Golden American Life Insurance Company 12 ____________ Increase (decrease) in net assets derived from principal transactions 115,374 ____________ Total increase (decrease) 118,505 ____________ NET ASSETS AT DECEMBER 31, 1998 $175,759 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Limited Maturity Bond Division ____________ NET ASSETS AT JANUARY 1, 1997 $54,334 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 2,703 Net realized gain (loss) on investments 139 Net unrealized appreciation (depreciation) of investments (690) ____________ Net increase (decrease) in net assets resulting from operations 2,152 Changes from principal transactions: Purchase payments 5,847 Contract distributions and terminations (8,648) Transfer payments from (to) Fixed Accounts and other Divisions (1,150) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (68) ____________ Increase (decrease) in net assets derived from principal transactions (4,019) ____________ Total increase (decrease) (1,867) ____________ NET ASSETS AT DECEMBER 31, 1997 52,467
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Limited Maturity Bond Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $1,782 Net realized gain (loss) on investments 872 Net unrealized appreciation (depreciation) of investments 739 ____________ Net increase (decrease) in net assets resulting from operations 3,393 Changes from principal transactions: Purchase payments 42,180 Contract distributions and terminations (9,265) Transfer payments from (to) Fixed Accounts and other Divisions 14,051 Addition to assets retained in the Account by Golden American Life Insurance Company 6 ____________ Increase (decrease) in net assets derived from principal transactions 46,972 ____________ Total increase (decrease) 50,365 ____________ NET ASSETS AT DECEMBER 31, 1998 $102,832 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Hard Assets Division ____________ NET ASSETS AT JANUARY 1, 1997 $43,301 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 8,570 Net realized gain (loss) on investments 3,106 Net unrealized appreciation (depreciation) of investments (9,738) ____________ Net increase (decrease) in net assets resulting from operations 1,938 Changes from principal transactions: Purchase payments 6,936 Contract distributions and terminations (5,699) Transfer payments from (to) Fixed Accounts and other Divisions (886) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (87) ____________ Increase (decrease) in net assets derived from principal transactions 264 ____________ Total increase (decrease) 2,202 ____________ NET ASSETS AT DECEMBER 31, 1997 45,503
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Hard Assets Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $2,033 Net realized gain (loss) on investments (6,941) Net unrealized appreciation (depreciation) of investments (8,620) ____________ Net increase (decrease) in net assets resulting from operations (13,528) Changes from principal transactions: Purchase payments 7,508 Contract distributions and terminations (4,524) Transfer payments from (to) Fixed Accounts and other Divisions (5,266) Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions (2,272) ____________ Total increase (decrease) (15,800) ____________ NET ASSETS AT DECEMBER 31, 1998 $29,703 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All-Growth Division ____________ NET ASSETS AT JANUARY 1, 1997 $76,842 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 490 Net realized gain (loss) on investments 556 Net unrealized appreciation (depreciation) of investments 1,550 ____________ Net increase (decrease) in net assets resulting from operations 2,596 Changes from principal transactions: Purchase payments 7,441 Contract distributions and terminations (10,832) Transfer payments from (to) Fixed Accounts and other Divisions (4,053) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (256) ____________ Increase (decrease) in net assets derived from principal transactions (7,700) ____________ Total increase (decrease) (5,104) ____________ NET ASSETS AT DECEMBER 31, 1997 71,738
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All-Growth Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($905) Net realized gain (loss) on investments 330 Net unrealized appreciation (depreciation) of investments 6,240 ____________ Net increase (decrease) in net assets resulting from operations 5,665 Changes from principal transactions: Purchase payments 15,762 Contract distributions and terminations (9,206) Transfer payments from (to) Fixed Accounts and other Divisions (2,159) Addition to assets retained in the Account by Golden American Life Insurance Company 7 ____________ Increase (decrease) in net assets derived from principal transactions 4,404 ____________ Total increase (decrease) 10,069 ____________ NET ASSETS AT DECEMBER 31, 1998 $81,807 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Real Estate Division ____________ NET ASSETS AT JANUARY 1, 1997 $50,681 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 3,901 Net realized gain (loss) on investments 2,621 Net unrealized appreciation (depreciation) of investments 5,391 ____________ Net increase (decrease) in net assets resulting from operations 11,913 Changes from principal transactions: Purchase payments 14,095 Contract distributions and terminations (5,798) Transfer payments from (to) Fixed Accounts and other Divisions 3,766 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 43 ____________ Increase (decrease) in net assets derived from principal transactions 12,106 ____________ Total increase (decrease) 24,019 ____________ NET ASSETS AT DECEMBER 31, 1997 74,700
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Real Estate Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $8,244 Net realized gain (loss) on investments 3,708 Net unrealized appreciation (depreciation) of investments (24,689) ____________ Net increase (decrease) in net assets resulting from operations (12,737) Changes from principal transactions: Purchase payments 24,639 Contract distributions and terminations (6,988) Transfer payments from (to) Fixed Accounts and other Divisions (10,631) Addition to assets retained in the Account by Golden American Life Insurance Company 12 ____________ Increase (decrease) in net assets derived from principal transactions 7,032 ____________ Total increase (decrease) (5,705) ____________ NET ASSETS AT DECEMBER 31, 1998 $68,995 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Fully Managed Division ____________ NET ASSETS AT JANUARY 1, 1997 $134,431 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 9,632 Net realized gain (loss) on investments 2,407 Net unrealized appreciation (depreciation) of investments 5,898 ____________ Net increase (decrease) in net assets resulting from operations 17,937 Changes from principal transactions: Purchase payments 19,633 Contract distributions and terminations (17,687) Transfer payments from (to) Fixed Accounts and other Divisions 4,389 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (53) ____________ Increase (decrease) in net assets derived from principal transactions 6,282 ____________ Total increase (decrease) 24,219 ____________ NET ASSETS AT DECEMBER 31, 1997 158,650
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Fully Managed Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $15,626 Net realized gain (loss) on investments 1,704 Net unrealized appreciation (depreciation) of investments (10,501) ____________ Net increase (decrease) in net assets resulting from operations 6,829 Changes from principal transactions: Purchase payments 74,467 Contract distributions and terminations (19,367) Transfer payments from (to) Fixed Accounts and other Divisions 5,756 Addition to assets retained in the Account by Golden American Life Insurance Company 31 ____________ Increase (decrease) in net assets derived from principal transactions 60,887 ____________ Total increase (decrease) 67,716 ____________ NET ASSETS AT DECEMBER 31, 1998 $226,366 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Allocation Division ____________ NET ASSETS AT JANUARY 1, 1997 $270,427 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 21,419 Net realized gain (loss) on investments 5,773 Net unrealized appreciation (depreciation) of investments 9,866 ____________ Net increase (decrease) in net assets resulting from operations 37,058 Changes from principal transactions: Purchase payments 9,404 Contract distributions and terminations (45,162) Transfer payments from (to) Fixed Accounts and other Divisions (9,649) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (209) ____________ Increase (decrease) in net assets derived from principal transactions (45,616) ____________ Total increase (decrease) (8,558) ____________ NET ASSETS AT DECEMBER 31, 1997 261,869
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Allocation Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $23,815 Net realized gain (loss) on investments 2,288 Net unrealized appreciation (depreciation) of investments (10,125) ____________ Net increase (decrease) in net assets resulting from operations 15,978 Changes from principal transactions: Purchase payments 34,793 Contract distributions and terminations (39,339) Transfer payments from (to) Fixed Accounts and other Divisions 581 Addition to assets retained in the Account by Golden American Life Insurance Company 28 ____________ Increase (decrease) in net assets derived from principal transactions (3,937) ____________ Total increase (decrease) 12,041 ____________ NET ASSETS AT DECEMBER 31, 1998 $273,910 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Capital Appreciation Division ____________ NET ASSETS AT JANUARY 1, 1997 $145,989 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 13,819 Net realized gain (loss) on investments 8,242 Net unrealized appreciation (depreciation) of investments 16,323 ____________ Net increase (decrease) in net assets resulting from operations 38,384 Changes from principal transactions: Purchase payments 17,440 Contract distributions and terminations (20,143) Transfer payments from (to) Fixed Accounts and other Divisions 5,915 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 232 ____________ Increase (decrease) in net assets derived from principal transactions 3,444 ____________ Total increase (decrease) 41,828 ____________ NET ASSETS AT DECEMBER 31, 1997 187,817
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Capital Appreciation Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $18,956 Net realized gain (loss) on investments 6,551 Net unrealized appreciation (depreciation) of investments (3,987) ____________ Net increase (decrease) in net assets resulting from operations 21,520 Changes from principal transactions: Purchase payments 63,892 Contract distributions and terminations (26,711) Transfer payments from (to) Fixed Accounts and other Divisions 10,035 Addition to assets retained in the Account by Golden American Life Insurance Company 25 ____________ Increase (decrease) in net assets derived from principal transactions 47,241 ____________ Total increase (decrease) 68,761 ____________ NET ASSETS AT DECEMBER 31, 1998 $256,578 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Rising Dividends Division ____________ NET ASSETS AT JANUARY 1, 1997 $123,573 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 1,726 Net realized gain (loss) on investments 3,602 Net unrealized appreciation (depreciation) of investments 33,738 ____________ Net increase (decrease) in net assets resulting from operations 39,066 Changes from principal transactions: Purchase payments 45,995 Contract distributions and terminations (18,620) Transfer payments from (to) Fixed Accounts and other Divisions 25,458 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 471 ____________ Increase (decrease) in net assets derived from principal transactions 53,304 ____________ Total increase (decrease) 92,370 ____________ NET ASSETS AT DECEMBER 31, 1997 215,943
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Rising Dividends Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $12,920 Net realized gain (loss) on investments 3,842 Net unrealized appreciation (depreciation) of investments 17,344 ____________ Net increase (decrease) in net assets resulting from operations 34,106 Changes from principal transactions: Purchase payments 216,682 Contract distributions and terminations (26,449) Transfer payments from (to) Fixed Accounts and other Divisions 60,274 Addition to assets retained in the Account by Golden American Life Insurance Company 60 ____________ Increase (decrease) in net assets derived from principal transactions 250,567 ____________ Total increase (decrease) 284,673 ____________ NET ASSETS AT DECEMBER 31, 1998 $500,616 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Markets Division ____________ NET ASSETS AT JANUARY 1, 1997 $37,153 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) (826) Net realized gain (loss) on investments (1,134) Net unrealized appreciation (depreciation) of investments (2,698) ____________ Net increase (decrease) in net assets resulting from operations (4,658) Changes from principal transactions: Purchase payments 5,427 Contract distributions and terminations (5,304) Transfer payments from (to) Fixed Accounts and other Divisions 2,002 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (119) ____________ Increase (decrease) in net assets derived from principal transactions 2,006 ____________ Total increase (decrease) (2,652) ____________ NET ASSETS AT DECEMBER 31, 1997 34,501
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Markets Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($524) Net realized gain (loss) on investments (3,524) Net unrealized appreciation (depreciation) of investments (4,266) ____________ Net increase (decrease) in net assets resulting from operations (8,314) Changes from principal transactions: Purchase payments 2,520 Contract distributions and terminations (2,973) Transfer payments from (to) Fixed Accounts and other Divisions (3,483) Addition to assets retained in the Account by Golden American Life Insurance Company 3 ____________ Increase (decrease) in net assets derived from principal transactions (3,933) ____________ Total increase (decrease) (12,247) ____________ NET ASSETS AT DECEMBER 31, 1998 $22,254 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Market Manager Division ____________ NET ASSETS AT JANUARY 1, 1997 $5,479 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 424 Net realized gain (loss) on investments 238 Net unrealized appreciation (depreciation) of investments 1,127 ____________ Net increase (decrease) in net assets resulting from operations 1,789 Changes from principal transactions: Purchase payments (59) Contract distributions and terminations (189) Transfer payments from (to) Fixed Accounts and other Divisions (303) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (1) ____________ Increase (decrease) in net assets derived from principal transactions (552) ____________ Total increase (decrease) 1,237 ____________ NET ASSETS AT DECEMBER 31, 1997 6,716
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Market Manager Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $299 Net realized gain (loss) on investments 135 Net unrealized appreciation (depreciation) of investments 1,090 ____________ Net increase (decrease) in net assets resulting from operations 1,524 Changes from principal transactions: Purchase payments (36) Contract distributions and terminations (188) Transfer payments from (to) Fixed Accounts and other Divisions (309) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions (533) ____________ Total increase (decrease) 991 ____________ NET ASSETS AT DECEMBER 31, 1998 $7,707 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value Equity Division ____________ NET ASSETS AT JANUARY 1, 1997 $42,861 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 5,696 Net realized gain (loss) on investments 898 Net unrealized appreciation (depreciation) of investments 5,129 ____________ Net increase (decrease) in net assets resulting from operations 11,723 Changes from principal transactions: Purchase payments 16,881 Contract distributions and terminations (5,181) Transfer payments from (to) Fixed Accounts and other Divisions 10,573 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 168 ____________ Increase (decrease) in net assets derived from principal transactions 22,441 ____________ Total increase (decrease) 34,164 ____________ NET ASSETS AT DECEMBER 31, 1997 77,025
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value Equity Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $1,994 Net realized gain (loss) on investments 1,237 Net unrealized appreciation (depreciation) of investments (4,208) ____________ Net increase (decrease) in net assets resulting from operations (977) Changes from principal transactions: Purchase payments 51,484 Contract distributions and terminations (7,869) Transfer payments from (to) Fixed Accounts and other Divisions 6,521 Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions 50,146 ____________ Total increase (decrease) 49,169 ____________ NET ASSETS AT DECEMBER 31, 1998 $126,194 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Equity Division ____________ NET ASSETS AT JANUARY 1, 1997 $29,858 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 1,752 Net realized gain (loss) on investments 1,180 Net unrealized appreciation (depreciation) of investments 4,847 ____________ Net increase (decrease) in net assets resulting from operations 7,779 Changes from principal transactions: Purchase payments 9,853 Contract distributions and terminations (4,107) Transfer payments from (to) Fixed Accounts and other Divisions 6,920 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 134 ____________ Increase (decrease) in net assets derived from principal transactions 12,800 ____________ Total increase (decrease) 20,579 ____________ NET ASSETS AT DECEMBER 31, 1997 50,437
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Equity Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,586 Net realized gain (loss) on investments 1,365 Net unrealized appreciation (depreciation) of investments (6,078) ____________ Net increase (decrease) in net assets resulting from operations (1,127) Changes from principal transactions: Purchase payments 25,972 Contract distributions and terminations (5,201) Transfer payments from (to) Fixed Accounts and other Divisions 1,265 Addition to assets retained in the Account by Golden American Life Insurance Company 2 ____________ Increase (decrease) in net assets derived from principal transactions 22,038 ____________ Total increase (decrease) 20,911 ____________ NET ASSETS AT DECEMBER 31, 1998 $71,348 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Small Cap Division ____________ NET ASSETS AT JANUARY 1, 1997 $33,056 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) (754) Net realized gain (loss) on investments (174) Net unrealized appreciation (depreciation) of investments 4,543 ____________ Net increase (decrease) in net assets resulting from operations 3,615 Changes from principal transactions: Purchase payments 13,691 Contract distributions and terminations (3,143) Transfer payments from (to) Fixed Accounts and other Divisions 5,487 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 19 ____________ Increase (decrease) in net assets derived from principal transactions 16,054 ____________ Total increase (decrease) 19,669 ____________ NET ASSETS AT DECEMBER 31, 1997 52,725
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Small Cap Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1,343) Net realized gain (loss) on investments 2,148 Net unrealized appreciation (depreciation) of investments 15,952 ____________ Net increase (decrease) in net assets resulting from operations 16,757 Changes from principal transactions: Purchase payments 44,851 Contract distributions and terminations (6,104) Transfer payments from (to) Fixed Accounts and other Divisions 16,010 Addition to assets retained in the Account by Golden American Life Insurance Company 6 ____________ Increase (decrease) in net assets derived from principal transactions 54,763 ____________ Total increase (decrease) 71,520 ____________ NET ASSETS AT DECEMBER 31, 1998 $124,245 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Managed Global Division ____________ NET ASSETS AT JANUARY 1, 1997 $86,266 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 6,640 Net realized gain (loss) on investments 2,841 Net unrealized appreciation (depreciation) of investments (883) ____________ Net increase (decrease) in net assets resulting from operations 8,598 Changes from principal transactions: Purchase payments 17,472 Contract distributions and terminations (12,081) Transfer payments from (to) Fixed Accounts and other Divisions 4,438 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (12) ____________ Increase (decrease) in net assets derived from principal transactions 9,817 ____________ Total increase (decrease) 18,415 ____________ NET ASSETS AT DECEMBER 31, 1997 104,681
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Managed Global Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,296 Net realized gain (loss) on investments 7,634 Net unrealized appreciation (depreciation) of investments 16,611 ____________ Net increase (decrease) in net assets resulting from operations 27,541 Changes from principal transactions: Purchase payments 11,958 Contract distributions and terminations (13,329) Transfer payments from (to) Fixed Accounts and other Divisions (176) Addition to assets retained in the Account by Golden American Life Insurance Company 9 ____________ Increase (decrease) in net assets derived from principal transactions (1,538) ____________ Total increase (decrease) 26,003 ____________ NET ASSETS AT DECEMBER 31, 1998 $130,684 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth Division ____________ NET ASSETS AT JANUARY 1, 1997 $4,571 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 612 Net realized gain (loss) on investments 57 Net unrealized appreciation (depreciation) of investments 912 ____________ Net increase (decrease) in net assets resulting from operations 1,581 Changes from principal transactions: Purchase payments 8,980 Contract distributions and terminations (580) Transfer payments from (to) Fixed Accounts and other Divisions 5,763 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 46 ____________ Increase (decrease) in net assets derived from principal transactions 14,209 ____________ Total increase (decrease) 15,790 ____________ NET ASSETS AT DECEMBER 31, 1997 20,361
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,991 Net realized gain (loss) on investments 899 Net unrealized appreciation (depreciation) of investments 6,574 ____________ Net increase (decrease) in net assets resulting from operations 11,464 Changes from principal transactions: Purchase payments 66,121 Contract distributions and terminations (3,065) Transfer payments from (to) Fixed Accounts and other Divisions 21,962 Addition to assets retained in the Account by Golden American Life Insurance Company 1 ____________ Increase (decrease) in net assets derived from principal transactions 85,019 ____________ Total increase (decrease) 96,483 ____________ NET ASSETS AT DECEMBER 31, 1998 $116,844 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth & Income Division ____________ NET ASSETS AT JANUARY 1, 1997 $8,275 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 3,057 Net realized gain (loss) on investments 177 Net unrealized appreciation (depreciation) of investments 980 ____________ Net increase (decrease) in net assets resulting from operations 4,214 Changes from principal transactions: Purchase payments 22,706 Contract distributions and terminations (1,861) Transfer payments from (to) Fixed Accounts and other Divisions 11,481 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 107 ____________ Increase (decrease) in net assets derived from principal transactions 32,433 ____________ Total increase (decrease) 36,647 ____________ NET ASSETS AT DECEMBER 31, 1997 44,922
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth & Income Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $2,904 Net realized gain (loss) on investments 911 Net unrealized appreciation (depreciation) of investments 7,679 ____________ Net increase (decrease) in net assets resulting from operations 11,494 Changes from principal transactions: Purchase payments 105,760 Contract distributions and terminations (7,503) Transfer payments from (to) Fixed Accounts and other Divisions 24,270 Addition to assets retained in the Account by Golden American Life Insurance Company 7 ____________ Increase (decrease) in net assets derived from principal transactions 122,534 ____________ Total increase (decrease) 134,028 ____________ NET ASSETS AT DECEMBER 31, 1998 $178,950 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Research Division (b) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $801 Net realized gain (loss) on investments 19 Net unrealized appreciation (depreciation) of investments 388 ____________ Net increase (decrease) in net assets resulting from operations 1,208 Changes from principal transactions: Purchase payments 19,514 Contract distributions and terminations (534) Transfer payments from (to) Fixed Accounts and other Divisions 14,044 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 170 ____________ Increase (decrease) in net assets derived from principal transactions 33,194 ____________ Total increase (decrease) 34,402 ____________ NET ASSETS AT DECEMBER 31, 1997 34,402
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Research Division (b) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $10,068 Net realized gain (loss) on investments 972 Net unrealized appreciation (depreciation) of investments 16,878 ____________ Net increase (decrease) in net assets resulting from operations 27,918 Changes from principal transactions: Purchase payments 167,295 Contract distributions and terminations (6,740) Transfer payments from (to) Fixed Accounts and other Divisions 60,643 Addition to assets retained in the Account by Golden American Life Insurance Company 11 ____________ Increase (decrease) in net assets derived from principal transactions 221,209 ____________ Total increase (decrease) 249,127 ____________ NET ASSETS AT DECEMBER 31, 1998 $283,529 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Total Return Division (a) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $687 Net realized gain (loss) on investments 18 Net unrealized appreciation (depreciation) of investments 412 ____________ Net increase (decrease) in net assets resulting from operations 1,117 Changes from principal transactions: Purchase payments 15,427 Contract distributions and terminations (602) Transfer payments from (to) Fixed Accounts and other Divisions 10,193 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 96 ____________ Increase (decrease) in net assets derived from principal transactions 25,114 ____________ Total increase (decrease) 26,231 ____________ NET ASSETS AT DECEMBER 31, 1997 26,231
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Total Return Division (a) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $9,099 Net realized gain (loss) on investments 185 Net unrealized appreciation (depreciation) of investments 1,028 ____________ Net increase (decrease) in net assets resulting from operations 10,312 Changes from principal transactions: Purchase payments 156,492 Contract distributions and terminations (7,889) Transfer payments from (to) Fixed Accounts and other Divisions 42,666 Addition to assets retained in the Account by Golden American Life Insurance Company 23 ____________ Increase (decrease) in net assets derived from principal transactions 191,292 ____________ Total increase (decrease) 201,604 ____________ NET ASSETS AT DECEMBER 31, 1998 $227,835 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value + Growth Division (b) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($137) Net realized gain (loss) on investments 515 Net unrealized appreciation (depreciation) of investments (1,430) ____________ Net increase (decrease) in net assets resulting from operations (1,052) Changes from principal transactions: Purchase payments 15,158 Contract distributions and terminations (431) Transfer payments from (to) Fixed Accounts and other Divisions 9,404 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 99 ____________ Increase (decrease) in net assets derived from principal transactions 24,230 ____________ Total increase (decrease) 23,178 ____________ NET ASSETS AT DECEMBER 31, 1997 23,178
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value + Growth Division (b) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $4,697 Net realized gain (loss) on investments (807) Net unrealized appreciation (depreciation) of investments 15,417 ____________ Net increase (decrease) in net assets resulting from operations 19,307 Changes from principal transactions: Purchase payments 77,977 Contract distributions and terminations (3,834) Transfer payments from (to) Fixed Accounts and other Divisions 26,430 Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions 100,583 ____________ Total increase (decrease) 119,890 ____________ NET ASSETS AT DECEMBER 31, 1998 $143,068 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Fixed Income Division (g) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $9 Net realized gain (loss) on investments (1) Net unrealized appreciation (depreciation) of investments (10) ____________ Net increase (decrease) in net assets resulting from operations (2) Changes from principal transactions: Purchase payments 190 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 18 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 208 ____________ Total increase (decrease) 206 ____________ NET ASSETS AT DECEMBER 31, 1997 206
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Fixed Income Division (g) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $174 Net realized gain (loss) on investments 216 Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 390 Changes from principal transactions: Purchase payments 5,820 Contract distributions and terminations (219) Transfer payments from (to) Fixed Accounts and other Divisions 3,331 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 8,932 ____________ Total increase (decrease) 9,322 ____________ NET ASSETS AT DECEMBER 31, 1998 $9,528 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Develop- ing World Division (h) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Develop- ing World Division (h) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($22) Net realized gain (loss) on investments (266) Net unrealized appreciation (depreciation) of investments 149 ____________ Net increase (decrease) in net assets resulting from operations (139) Changes from principal transactions: Purchase payments 2,757 Contract distributions and terminations (34) Transfer payments from (to) Fixed Accounts and other Divisions 1,928 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 4,651 ____________ Total increase (decrease) 4,512 ____________ NET ASSETS AT DECEMBER 31, 1998 $4,512 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth Oppor- tunities Division (h) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth Oppor- tunities Division (h) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($8) Net realized gain (loss) on investments (235) Net unrealized appreciation (depreciation) of investments 349 ____________ Net increase (decrease) in net assets resulting from operations 106 Changes from principal transactions: Purchase payments 4,097 Contract distributions and terminations (45) Transfer payments from (to) Fixed Accounts and other Divisions (27) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 4,025 ____________ Total increase (decrease) 4,131 ____________ NET ASSETS AT DECEMBER 31, 1998 $4,131 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO High Yield Bond Division (j) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO High Yield Bond Division (j) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $817 Net realized gain (loss) on investments (318) Net unrealized appreciation (depreciation) of investments (18) ____________ Net increase (decrease) in net assets resulting from operations 481 Changes from principal transactions: Purchase payments 32,399 Contract distributions and terminations (912) Transfer payments from (to) Fixed Accounts and other Divisions 14,150 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 45,637 ____________ Total increase (decrease) 46,118 ____________ NET ASSETS AT DECEMBER 31, 1998 $46,118 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Growth and Income Division (i) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Growth and Income Division (i) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $814 Net realized gain (loss) on investments (97) Net unrealized appreciation (depreciation) of investments 4,255 ____________ Net increase (decrease) in net assets resulting from operations 4,972 Changes from principal transactions: Purchase payments 29,368 Contract distributions and terminations (361) Transfer payments from (to) Fixed Accounts and other Divisions 17,822 Addition to assets retained in the Account by Golden American Life Insurance Company 1 ____________ Increase (decrease) in net assets derived from principal transactions 46,830 ____________ Total increase (decrease) 51,802 ____________ NET ASSETS AT DECEMBER 31, 1998 $51,802 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Appre- ciation Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $15 Net realized gain (loss) on investments 1 Net unrealized appreciation (depreciation) of investments (9) ____________ Net increase (decrease) in net assets resulting from operations 7 Changes from principal transactions: Purchase payments 256 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 256 ____________ Total increase (decrease) 263 ____________ NET ASSETS AT DECEMBER 31, 1997 263
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Appre- ciation Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $30 Net realized gain (loss) on investments 3 Net unrealized appreciation (depreciation) of investments 52 ____________ Net increase (decrease) in net assets resulting from operations 85 Changes from principal transactions: Purchase payments 595 Contract distributions and terminations (21) Transfer payments from (to) Fixed Accounts and other Divisions 52 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 626 ____________ Total increase (decrease) 711 ____________ NET ASSETS AT DECEMBER 31, 1998 $974 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney High Income Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1) Net realized gain (loss) on investments 1 Net unrealized appreciation (depreciation) of investments 3 ____________ Net increase (decrease) in net assets resulting from operations 3 Changes from principal transactions: Purchase payments 206 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 206 ____________ Total increase (decrease) 209 ____________ NET ASSETS AT DECEMBER 31, 1997 209
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney High Income Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $36 Net realized gain (loss) on investments 8 Net unrealized appreciation (depreciation) of investments (66) ____________ Net increase (decrease) in net assets resulting from operations (22) Changes from principal transactions: Purchase payments 530 Contract distributions and terminations (15) Transfer payments from (to) Fixed Accounts and other Divisions 104 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 619 ____________ Total increase (decrease) 597 ____________ NET ASSETS AT DECEMBER 31, 1998 $806 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Large Cap Value Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1) Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments 7 ____________ Net increase (decrease) in net assets resulting from operations 6 Changes from principal transactions: Purchase payments 204 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 5 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 209 ____________ Total increase (decrease) 215 ____________ NET ASSETS AT DECEMBER 31, 1997 215
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Large Cap Value Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $14 Net realized gain (loss) on investments 2 Net unrealized appreciation (depreciation) of investments 3 ____________ Net increase (decrease) in net assets resulting from operations 19 Changes from principal transactions: Purchase payments 429 Contract distributions and terminations (5) Transfer payments from (to) Fixed Accounts and other Divisions 43 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 467 ____________ Total increase (decrease) 486 ____________ NET ASSETS AT DECEMBER 31, 1998 $701 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Inter- national Equity Division (d) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments ($5) ____________ Net increase (decrease) in net assets resulting from operations (5) Changes from principal transactions: Purchase payments 99 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 2 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 101 ____________ Total increase (decrease) 96 ____________ NET ASSETS AT DECEMBER 31, 1997 96
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Inter- national Equity Division (d) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($3) Net realized gain (loss) on investments (1) Net unrealized appreciation (depreciation) of investments (2) ____________ Net increase (decrease) in net assets resulting from operations (6) Changes from principal transactions: Purchase payments 178 Contract distributions and terminations (4) Transfer payments from (to) Fixed Accounts and other Divisions 62 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 236 ____________ Total increase (decrease) 230 ____________ NET ASSETS AT DECEMBER 31, 1998 $326 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Money Market Division (e) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments $183 Contract distributions and terminations (1) Transfer payments from (to) Fixed Accounts and other Divisions (1) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 181 ____________ Total increase (decrease) 181 ____________ NET ASSETS AT DECEMBER 31, 1997 181
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Money Market Division (e) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $14 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 14 Changes from principal transactions: Purchase payments 565 Contract distributions and terminations (25) Transfer payments from (to) Fixed Accounts and other Divisions (417) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 123 ____________ Total increase (decrease) 137 ____________ NET ASSETS AT DECEMBER 31, 1998 $318 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division (f) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $81 Net realized gain (loss) on investments (12) Net unrealized appreciation (depreciation) of investments (93) ____________ Net increase (decrease) in net assets resulting from operations (24) Changes from principal transactions: Purchase payments 1,825 Contract distributions and terminations (2) Transfer payments from (to) Fixed Accounts and other Divisions 182 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 2,005 ____________ Total increase (decrease) 1,981 ____________ NET ASSETS AT DECEMBER 31, 1997 1,981
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division (f) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($179) Net realized gain (loss) on investments (556) Net unrealized appreciation (depreciation) of investments 1,647 ____________ Net increase (decrease) in net assets resulting from operations 912 Changes from principal transactions: Purchase payments 41,775 Contract distributions and terminations (940) Transfer payments from (to) Fixed Accounts and other Divisions 6,037 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 46,872 ____________ Total increase (decrease) 47,784 ____________ NET ASSETS AT DECEMBER 31, 1998 $49,765 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Combined ____________ NET ASSETS AT JANUARY 1, 1997 $1,184,573 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 81,285 Net realized gain (loss) on investments 31,070 Net unrealized appreciation (depreciation) of investments 75,558 ____________ Net increase (decrease) in net assets resulting from operations 187,913 Changes from principal transactions: Purchase payments 304,259 Contract distributions and terminations (184,701) Transfer payments from (to) Fixed Accounts and other Divisions 111,251 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 976 ____________ Increase (decrease) in net assets derived from principal transactions 231,785 ____________ Total increase (decrease) 419,698 ____________ NET ASSETS AT DECEMBER 31, 1997 1,604,271
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Combined ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $125,356 Net realized gain (loss) on investments 22,265 Net unrealized appreciation (depreciation) of investments 39,447 ____________ Net increase (decrease) in net assets resulting from operations 187,068 Changes from principal transactions: Purchase payments 1,536,754 Contract distributions and terminations (247,928) Transfer payments from (to) Fixed Accounts and other Divisions 237,766 Addition to assets retained in the Account by Golden American Life Insurance Company 274 ____________ Increase (decrease) in net assets derived from principal transactions 1,526,866 ____________ Total increase (decrease) 1,713,934 ____________ NET ASSETS AT DECEMBER 31, 1998 $3,318,205 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 1 - ORGANIZATION Golden American Life Insurance Company Separate Account B (the "Account") was established by Golden American Life Insurance Company ("Golden American") to support the operations of variable annuity contracts ("Contracts"). Golden American is primarily engaged in the issuance of variable insurance products and is licensed as a life insurance company in the District of Columbia and all states except New York. The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. Golden American provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the Golden American Guaranteed Interest Division, the Golden American Fixed Interest Division and the Fixed Separate Account, which are not part of the Account, as directed by the Contractowners. The portion of the Account's assets applicable to Contracts will not be chargeable with liabilities arising out of any other business Golden American may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of Golden American. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of Golden American. During 1998, the Account had GoldenSelect Contracts and Granite PrimElite Contracts. GoldenSelect Contracts sold by Golden American during 1998 include DVA 100, DVA Series 100, DVA PLUS, ACCESS, PREMIUM PLUS and ESII. During 1998, the Account had GoldenSelect Contracts (DVA 80) which were no longer being sold. At December 31, 1998, the Account had, under GoldenSelect Contracts, twenty- six investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets, All-Growth, Real Estate, Fully Managed, Multiple Allocation, Capital Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth (formerly OTC), Growth & Income, Research, Total Return, Value + Growth, Global Fixed Income, Developing World, Growth Opportunities, PIMCO High Yield Bond, PIMCO StocksPLUS Growth and Income and International Equity Divisions ("Divisions"). The Account also had, under Granite PrimElite Contracts, eight investment divisions: Mid-Cap Growth (formerly OTC), Research, Total Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value (formerly Smith Barney Income and Growth), Smith Barney International Equity and Smith Barney Money Market Divisions (collectively with the divisions noted above, "Divisions"). The assets in each Division are invested in shares of a designated series ("Series," which may also be referred to as "Portfolio") of mutual funds, The GCG Trust, the Travelers Series Fund Inc., the Greenwich Street Series Fund Inc. (formerly the Smith Barney Series Fund Inc.), the Warburg Pincus Trust or the PIMCO Variable Insurance Trust (the "Trusts"). The Account also includes The Fund For Life Division, which is not included in the accompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994. Prior to August 14, 1998, the Account also had certain investment divisions available from the Equi-Select Series Trust. In an effort to consolidate operations, Golden American requested permission from the Securities and Exchange Commission ("SEC") to substitute shares of each Portfolio of the Equi-Select Series Trust with shares of a similar Series of The GCG Trust. On August 14, 1998, after approval from the SEC, shares of each Portfolio of the Equi-Select Series Trust were substituted with shares of a similar Series of The GCG Trust. The consolidation resulted in the following Series being substituted from The GCG Trust:
Equi-Select Series Trust The GCG Trust Investment Division Investment Division ___________________________ ___________________________ International Fixed Income Global Fixed Income OTC Mid-Cap Growth Research Research Total Return Total Return Value + Growth Value + Growth Growth & Income Growth & Income
The Market Manager Division was open for investment for only a brief period during 1994 and 1995. This Division is now closed and Contractowners are not permitted to direct their investments into this Division. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of the Account: USE OF ESTIMATES: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. INVESTMENTS: Investments are made in shares of a Series or Portfolio of the Trusts and are valued at the net asset value per share of the respective Series or Portfolio of the Trusts. Investment transactions in each Series or Portfolio of the Trusts are recorded on the trade date. Distributions of net investment income and capital gains from each Series or Portfolio of the Trusts are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Series or Portfolio of the Trusts are determined on the specific identification basis. FEDERAL INCOME TAXES: Operations of the Account form a part of, and are taxed with, the total operations of Golden American which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the Contractowners are excluded in the determination of the federal income tax liability of Golden American. NOTE 3 - CHARGES AND FEES The DVA PLUS, ACCESS and the PREMIUM PLUS each have three different death benefit options referred to as Standard, Annual Ratchet and 7% Solution; however, in the state of Washington, the 5.5% Solution is offered instead of the 7% Solution. Granite PrimElite has two death benefit options referred to as Standard and Annual Ratchet. Golden American discontinued external sales of DVA 80 in May 1991. In December 1995, Golden American also discontinued external sales of DVA 100, however, the DVA 100 contracts continue to be available to Golden American employees and agents. Under the terms of the Contracts, certain charges are allocated to the Contracts to cover Golden American's expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges: MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge from the assets of the Account. Daily charges deducted at annual rates to cover these risks are as follows:
Series Annual Rates __________________________________ __________________ DVA 80 0.80% DVA 100 0.90 DVA Series 100 1.25 DVA PLUS - Standard 1.10 DVA PLUS - Annual Ratchet 1.25 DVA PLUS - 5.5% Solution 1.25 DVA PLUS - 7% Solution 1.40 ACCESS - Standard 1.25 ACCESS - Annual Ratchet 1.40 ACCESS - 5.5% Solution 1.40 ACCESS - 7% Solution 1.55 PREMIUM PLUS - Standard 1.25 PREMIUM PLUS - Annual Ratchet 1.40 PREMIUM PLUS - 5.5% Solution 1.40 PREMIUM PLUS - 7% Solution 1.55 ES II 1.25 Granite PrimElite - Standard 1.10 Granite PrimElite - Annual Ratchet 1.25
ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of .10% is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts. A daily charge at an annual rate of .15% is deducted from the assets attributable to the DVA PLUS, ACCESS, PREMIUM PLUS, ESII and Granite PrimElite Contracts. ADMINISTRATIVE CHARGES: An administrative charge is deducted from the accumulation value of Deferred Annuity Contracts to cover ongoing administrative expenses. The charge is $30 per Contract year for ES II contracts. For all other Contracts the charge is $40. The charge is incurred at the beginning of the Contract processing period and deducted at the end of the Contract processing period. This charge has been waived for certain offerings of the Contracts. MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a minimum death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death benefit per Contract year is deducted from the accumulation value of Deferred Annuity Contracts on each Contract anniversary date. CONTINGENT DEFERRED SALES CHARGES: Under DVA PLUS, PREMIUM PLUS, ES II and Granite PrimElite Contracts, a contingent deferred sales charge ("Surrender Charge") is imposed as a percentage of each premium payment if the Contract is surrendered or an excess partial withdrawal is taken. The following table reflects the surrender charge that is assessed, based upon the date a premium payment is received.
Complete Years Elapsed Since Premium Payment Surrender Charge _____________________ _______________________________________________________ PREMIUM Granite DVA PLUS PLUS ES II PrimElite _____________ _____________ _____________ _____________ 0 7% 8% 8% 7% 1 7 8 7 7 2 6 8 6 6 3 5 8 5 5 4 4 7 4 4 5 3 6 3 3 6 1 5 2 1 7 -- 3 1 -- 8 -- 1 -- -- 9+ -- -- -- --
OTHER CONTRACT CHARGES: Under DVA 80, DVA 100 and DVA Series 100 Contracts, a charge is deducted from the accumulation value for Contracts taking more than one conventional partial withdrawal during a Contract year. For DVA 80 and DVA 100 Contracts, annual distribution fees are deducted from the Contract accumulation values. DEFERRED SALES LOAD: Under Contracts offered prior to October 1995, a sales load of up to 7.5% was assessed against each premium payment for sales- related expenses as specified in the Contracts. For DVA Series 100, the sales load is deducted in equal annual installments over the period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA 100 Contracts, although the sales load is chargeable to each premium when it is received by Golden American, the amount of such charge is initially advanced by Golden American to Contractowners and included in the accumulation value and then deducted in equal installments on each Contract anniversary date over a period of six years. Upon surrender of the Contract, the unamortized deferred sales load is deducted from the accumulation value by Golden American. In addition, when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales load is deducted. PREMIUM TAXES: For certain Contracts, premium taxes are deducted, where applicable, from the accumulation value of each Contract. The amount and timing of the deduction depend on the annuitant's state of residence and currently ranges up to 3.5% of premiums. FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various types of Contracts are currently waived by Golden American. Golden American reserves the right to discontinue these waivers at its discretion or to conform with changes in the law. A summary of the net assets retained in the Account, representing the unamortized deferred sales load and premium taxes advanced by Golden American previously noted, follows:
YEAR ENDED DECEMBER 31 ___________________________________ 1998 1997 _______________ _________________ (DOLLARS IN THOUSANDS) Balance at beginning of year $17,009 $26,612 Sales load advanced 274 616 Premium tax advanced -- 7 Net transfer from Fixed Account and other Divisions -- 353 Amortization of deferred sales load and premium tax (8,280) (10,579) _______________ _________________ Balance at end of year $9,003 $17,009 =============== =================
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES The aggregate cost of purchases and proceeds from sales of investments were as follows:
YEAR ENDED DECEMBER 31 _________________________ 1998 _________________________ PURCHASES SALES _________________________ (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $570,537 $452,115 Limited Maturity Bond Series 71,742 22,970 Hard Assets Series 17,730 17,975 All-Growth Series 16,647 13,146 Real Estate Series 29,007 13,733 Fully Managed Series 83,688 7,148 Multiple Allocation Series 52,037 32,159 Capital Appreciation Series 83,259 17,034 Rising Dividends Series 270,955 7,361 Emerging Markets Series 2,644 7,107 Market Manager Series 342 292 Value Equity Series 58,297 6,136 Strategic Equity Series 31,008 5,375 Small Cap Series 63,182 9,735 Managed Global Series 41,119 39,355 Mid-Cap Growth Series 97,494 8,444 Growth & Income Series 132,350 6,850 Research Series 237,915 6,540 Total Return Series 202,032 1,560 Value + Growth Series 119,241 13,912 Global Fixed Income Series 14,270 5,161 Developing World Series 7,293 2,662 Growth Opportunities Series 7,214 3,196 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio 52,726 6,256 PIMCO StocksPLUS Growth and Income Portfolio 49,898 2,237 Greenwich Street Series Fund Inc.: Appreciation Portfolio 739 82 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 878 222 Smith Barney Large Cap Value Porfolio 513 32 Smith Barney International Equity Portfolio 245 12 Smith Barney Money Market Portfolio 630 494 Warburg Pincus Trust: International Equity Portfolio 370,938 324,226 _________________________ COMBINED $2,686,570 $1,033,527 =========================
YEAR ENDED DECEMBER 31 _________________________ 1997 _________________________ PURCHASES SALES _________________________ (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $94,848 $75,062 Limited Maturity Bond Series 12,572 13,891 Hard Assets Series 21,526 12,693 All-Growth Series 7,468 14,683 Real Estate Series 24,254 8,239 Fully Managed Series 27,691 11,768 Multiple Allocation Series 30,819 55,031 Capital Appreciation Series 41,409 24,135 Rising Dividends Series 63,949 8,887 Emerging Markets Series 8,023 6,846 Market Manager Series 467 623 Value Equity Series 32,557 4,409 Strategic Equity Series 19,475 4,918 Small Cap Series 25,870 10,563 Managed Global Series 37,985 21,524 Mid-Cap Growth Series 18,373 3,328 Growth & Income Series 37,291 1,763 Research Series 34,430 419 Total Return Series 26,167 354 Value + Growth Series 30,053 5,950 Global Fixed Income Series 224 7 Developing World Series -- -- Growth Opportunities Series -- -- PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio -- -- PIMCO StocksPLUS Growth and Income Portfolio -- -- Greenwich Street Series Fund Inc.: Appreciation Portfolio 283 12 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 216 11 Smith Barney Large Cap Value Porfolio 210 1 Smith Barney International Equity Portfolio 103 2 Smith Barney Money Market Portfolio 194 12 Warburg Pincus Trust: International Equity Portfolio 2,146 59 _________________________ COMBINED $598,603 $285,190 =========================
NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS Contractowners' transactions shown in the following table reflect gross inflows ("Purchases") and outflows ("Sales") in units for each Division. The activity includes Contractowners electing to update a DVA 100 or DVA Series 100 Contract to a DVA PLUS Contract. Updates to DVA PLUS Contracts resulted in both a sale (surrender of the old Contract) and a purchase (acquisition of the new Contract). All of the purchase transactions for the Market Manager Division resulted from such updates.
YEAR ENDED DECEMBER 31 _________________________ 1998 _________________________ PURCHASES SALES _________________________ Liquid Asset Division 46,713,872 38,496,936 Limited Maturity Bond Division 5,263,273 2,390,944 Hard Assets Division 1,390,271 1,503,254 All-Growth Division 1,876,296 1,557,867 Real Estate Division 1,269,259 1,003,769 Fully Managed Division 4,432,536 1,393,191 Multiple Allocation Division 2,439,316 2,628,892 Capital Appreciation Division 3,704,327 1,712,022 Rising Dividends Division 13,285,423 1,798,264 Emerging Markets Division 737,697 1,279,884 Market Manager Division 16,579 26,443 Value Equity Division 3,639,566 936,377 Strategic Equity Division 2,329,825 828,876 Small Cap Division 5,737,867 1,727,666 Managed Global Division 3,637,963 3,808,355 Mid-Cap Growth Division 5,201,859 1,073,702 Growth & Income Division 8,700,243 1,061,928 Research Division 11,776,149 1,145,700 Total Return Division 11,841,572 542,519 Value + Growth Division 8,862,606 1,834,396 Global Fixed Income Division 1,199,981 486,199 Developing World Division 1,034,819 414,729 Growth Opportunities Division 801,993 373,469 PIMCO High Yield Bond Division 5,575,890 995,489 PIMCO StocksPLUS Growth and Income Division 5,235,676 567,893 Appreciation Division 45,518 5,062 Smith Barney High Income Division 59,777 15,706 Smith Barney Large Cap Value Division 25,818 1,496 Smith Barney International Equity Division 13,627 659 Smith Barney Money Market Division 55,074 43,687 International Equity Division 34,755,360 31,779,305 _________________________ COMBINED 191,660,032 101,434,679 =========================
YEAR ENDED DECEMBER 31 _________________________ 1997 _________________________ PURCHASES SALES _________________________ Liquid Asset Division 8,859,035 7,508,736 Limited Maturity Bond Division 814,102 1,099,923 Hard Assets Division 955,532 934,748 All-Growth Division 902,597 1,467,510 Real Estate Division 1,165,038 633,059 Fully Managed Division 1,588,523 1,271,492 Multiple Allocation Division 858,882 3,296,283 Capital Appreciation Division 1,899,517 1,801,059 Rising Dividends Division 4,263,972 1,391,248 Emerging Markets Division 1,231,916 1,082,071 Market Manager Division -- 31,196 Value Equity Division 1,792,574 522,420 Strategic Equity Division 1,539,555 551,638 Small Cap Division 3,022,647 1,720,403 Managed Global Division 3,674,935 2,873,007 Mid-Cap Growth Division 1,166,129 357,910 Growth & Income Division 2,623,649 368,883 Research Division 1,962,393 137,427 Total Return Division 1,683,989 52,603 Value + Growth Division 2,598,824 818,375 Global Fixed Income Division 18,902 1,482 Developing World Division -- -- Growth Opportunities Division -- -- PIMCO High Yield Bond Division -- -- PIMCO StocksPLUS Growth and Income Division -- -- Appreciation Division 19,581 822 Smith Barney High Income Division 15,972 739 Smith Barney Large Cap Value Division 12,176 39 Smith Barney International Equity Division 7,216 138 Smith Barney Money Market Division 17,685 1,114 International Equity Division 208,851 9,015 _________________________ COMBINED 42,904,192 27,933,340 =========================
NOTE 6 - NET ASSETS Investments at net asset value less the payable to Golden American Life Insurance Company for charges and fees at December 31, 1998 consisted of the following:
Limited Liquid Maturity Hard All- Asset Bond Assets Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $166,620 $85,663 $27,056 $64,169 Accumulated net investment income (loss) and net realized gain (loss) on investments 9,139 17,885 17,001 8,405 Net unrealized appreciation (depreciation) of investments -- (716) (14,354) 9,233 _____________________________________________________ $175,759 $102,832 $29,703 $81,807 =====================================================
Real Fully Multiple Capital Estate Managed Allocation Appreciation Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $51,262 $167,589 $134,591 $146,874 Accumulated net investment income (loss) and net realized gain (loss) on investments 26,016 48,555 134,202 74,724 Net unrealized appreciation (depreciation) of investments (8,283) 10,222 5,117 34,980 _____________________________________________________ $68,995 $226,366 $273,910 $256,578 =====================================================
Rising Emerging Market Value Dividends Markets Manager Equity Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $394,953 $46,675 $2,242 $109,242 Accumulated net investment income (loss) and net realized gain (loss) on investments 26,832 (14,912) 2,060 13,560 Net unrealized appreciation (depreciation) of investments 78,831 (9,509) 3,405 3,392 _____________________________________________________ $500,616 $22,254 $7,707 $126,194 =====================================================
Strategic Small Managed Mid-Cap Equity Cap Global Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $61,578 $103,543 $90,360 $103,719 Accumulated net investment income (loss) and net realized gain (loss) on investments 8,326 (467) 20,177 5,764 Net unrealized appreciation (depreciation) of investments 1,444 21,169 20,147 7,361 _____________________________________________________ $71,348 $124,245 $130,684 $116,844 =====================================================
Growth & Total Value + Income Research Return Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $162,972 $254,403 $216,406 $124,813 Accumulated net investment income (loss) and net realized gain (loss) on investments 7,050 11,860 9,989 4,268 Net unrealized appreciation (depreciation) of investments 8,928 17,266 1,440 13,987 _____________________________________________________ $178,950 $283,529 $227,835 $143,068 =====================================================
PIMCO Global Growth High Fixed Developing Oppor- Yield Income World tunities Bond Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $9,140 $4,651 $4,025 $45,637 Accumulated net investment income (loss) and net realized gain (loss) on investments 398 (288) (243) 499 Net unrealized appreciation (depreciation) of investments (10) 149 349 (18) _____________________________________________________ $9,528 $4,512 $4,131 $46,118 =====================================================
PIMCO Smith Smith StocksPLUS Barney Barney Growth and Appre- High Large Cap Income ciation Income Value Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $46,830 $882 $825 $676 Accumulated net investment income (loss) and net realized gain (loss) on investments 717 49 44 15 Net unrealized appreciation (depreciation) of investments 4,255 43 (63) 10 _____________________________________________________ $51,802 $974 $806 $701 =====================================================
Smith Barney Smith Inter- Barney Inter- national Money national Equity Market Equity Division Division Division Combined _____________________________________________________ (Dollars in thousands) Unit transactions $337 $304 $48,877 $2,676,914 Accumulated net investment income (loss) and net realized gain (loss) on investments (4) 14 (666) 430,969 Net unrealized appreciation (depreciation) of investments (7) -- 1,554 210,322 _____________________________________________________ $326 $318 $49,765 $3,318,205 =====================================================
NOTE 7 - UNIT VALUES Accumulation unit value information (which is based on total assets) for units outstanding by Contract type as of December 31, 1998 were as follows:
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) LIQUID ASSET Currently payable annuity products: DVA 80 2,728 $15.19 $41 DVA 100 2,657 14.89 40 Contracts in accumulation period: DVA 80 371,896 15.19 5,650 DVA 100 1,765,308 14.89 26,288 DVA Series 100 50,601 14.38 727 DVA PLUS - Standard 489,531 14.54 7,118 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,587,645 14.33 51,394 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,964,038 14.11 41,830 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,069,965 13.88 42,610 ____________ 175,698 LIMITED MATURITY BOND Currently payable annuity products: DVA 80 8,126 17.77 144 DVA 100 17,655 17.42 307 Contracts in accumulation period: DVA 80 91,829 17.77 1,632 DVA 100 2,069,663 17.42 36,045 DVA Series 100 22,995 16.81 387 DVA PLUS - Standard 263,074 17.02 4,478 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,557,946 16.77 26,124 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,121,400 16.52 18,525 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 937,378 16.25 15,230 ____________ 102,872
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) HARD ASSETS Currently payable annuity products: DVA 80 365 $15.15 $6 DVA 100 8,649 14.85 128 Contracts in accumulation period: DVA 80 58,984 15.15 893 DVA 100 744,236 14.85 11,050 DVA Series 100 23,997 14.33 344 DVA PLUS - Standard 146,678 14.50 2,126 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 258,034 14.28 3,685 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 609,087 14.07 8,570 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 210,821 13.84 2,917 ____________ 29,719 ALL-GROWTH Currently payable annuity products: DVA 80 474 16.36 8 DVA 100 11,790 16.03 189 Contracts in accumulation period: DVA 80 72,780 16.36 1,191 DVA 100 2,382,762 16.03 38,207 DVA Series 100 23,147 15.48 358 DVA PLUS - Standard 208,260 15.66 3,261 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 645,591 15.43 9,958 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,471,156 15.20 22,355 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 422,889 14.95 6,320 ____________ 81,847
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) REAL ESTATE Currently payable annuity products: DVA 80 1,101 $23.06 $25 DVA 100 21,684 22.60 490 Contracts in accumulation period: DVA 80 33,563 23.06 774 DVA 100 1,136,778 22.60 25,692 DVA Series 100 9,562 21.82 209 DVA PLUS - Standard 170,494 22.07 3,763 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 436,867 21.74 9,498 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 914,501 21.42 19,588 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 426,516 21.07 8,985 ____________ 69,024 FULLY MANAGED Currently payable annuity products: DVA 80 2,737 21.78 60 DVA 100 60,779 21.34 1,297 Contracts in accumulation period: DVA 80 96,116 21.78 2,093 DVA 100 4,072,871 21.34 86,930 DVA Series 100 33,313 20.61 686 DVA PLUS - Standard 544,623 20.84 11,351 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,628,157 20.53 33,431 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,780,652 20.23 56,246 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,727,706 19.90 34,373 ____________ 226,467
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MULTIPLE ALLOCATION Currently payable annuity products: DVA 80 14,541 $23.26 $338 DVA 100 90,029 22.80 2,053 Contracts in accumulation period: DVA 80 405,816 23.26 9,440 DVA 100 7,709,073 22.80 175,791 DVA Series 100 64,749 22.01 1,425 DVA PLUS - Standard 395,764 22.27 8,812 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 800,489 21.94 17,560 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,980,779 21.61 42,806 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 744,366 21.26 15,822 ____________ 274,047 CAPITAL APPRECIATION Currently payable annuity products: DVA 80 7,669 25.47 195 DVA 100 44,548 25.13 1,119 Contracts in accumulation period: DVA 80 83,297 25.47 2,122 DVA 100 4,645,391 25.13 116,756 DVA Series 100 49,076 24.55 1,205 DVA PLUS - Standard 413,115 24.75 10,223 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,342,757 24.50 32,897 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,787,732 24.26 67,619 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,023,964 23.98 24,551 ____________ 256,687
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) RISING DIVIDENDS Currently payable annuity products: DVA 80 12,379 $23.31 $289 DVA 100 15,367 23.06 355 Contracts in accumulation period: DVA 80 127,116 23.31 2,962 DVA 100 4,450,237 23.06 102,628 DVA Series 100 92,161 22.64 2,086 DVA PLUS - Standard 1,199,087 22.79 27,323 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 4,591,470 22.61 103,810 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 7,386,288 22.43 165,696 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 4,305,084 22.22 95,669 ____________ 500,818 EMERGING MARKETS Currently payable annuity products: DVA 80 304 6.71 2 DVA 100 9,591 6.64 64 Contracts in accumulation period: DVA 80 68,213 6.71 458 DVA 100 1,539,408 6.64 10,224 DVA Series 100 23,813 6.52 155 DVA PLUS - Standard 266,800 6.56 1,751 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 271,025 6.51 1,765 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,177,915 6.46 7,610 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 37,134 6.40 238 ____________ 22,267
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MARKET MANAGER Contracts in accumulation period: DVA 100 332,519 $23.71 $7,884 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 7,958 23.14 184 ____________ 8,068 VALUE EQUITY Currently payable annuity products: DVA 80 409 18.73 8 DVA 100 2,145 18.58 40 Contracts in accumulation period: DVA 80 29,033 18.73 544 DVA 100 1,049,863 18.58 19,502 DVA Series 100 20,539 18.32 376 DVA PLUS - Standard 454,942 18.41 8,377 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,415,540 18.31 25,913 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,736,310 18.20 49,797 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,201,314 18.06 21,692 ____________ 126,249 STRATEGIC EQUITY Currently payable annuity products: DVA 100 34,850 14.40 502 Contracts in accumulation period: DVA 80 53,353 14.49 773 DVA 100 737,255 14.40 10,615 DVA Series 100 22,096 14.23 315 DVA PLUS - Standard 508,588 14.30 7,272 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,105,850 14.23 15,735 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,731,615 14.16 24,521 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 827,477 14.07 11,644 ____________ 71,377
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) SMALL CAP Currently payable annuity products: DVA 100 6,856 $15.55 $107 Contracts in accumulation period: DVA 80 46,417 15.65 726 DVA 100 694,347 15.55 10,801 DVA Series 100 18,405 15.39 283 DVA PLUS - Standard 446,934 15.44 6,900 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 2,476,498 15.37 38,058 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,086,639 15.30 47,219 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,326,706 15.23 20,204 ____________ 124,298 MANAGED GLOBAL Currently payable annuity products: DVA 80 295 15.46 5 DVA 100 16,286 15.27 249 Contracts in accumulation period: DVA 80 31,668 15.46 489 DVA 100 3,928,543 15.27 59,981 DVA Series 100 47,894 14.95 716 DVA PLUS - Standard 649,216 15.02 9,753 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 610,300 14.88 9,084 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,354,682 14.75 49,469 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 67,979 14.59 992 ____________ 130,738
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MID-CAP GROWTH Contracts in accumulation period: DVA 80 31,935 $23.04 $736 DVA 100 315,603 22.84 7,210 DVA Series 100 12,309 22.50 277 DVA PLUS - Standard 173,070 22.60 3,912 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,905,008 22.43 42,722 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,527,664 22.31 34,087 Granite PrimElite - Standard 981 22.60 22 Granite PrimElite - Annual Ratchet 23,659 22.43 531 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,235,724 22.17 27,396 ____________ 116,893 GROWTH & INCOME Contracts in accumulation period: DVA 80 9,045 17.29 156 DVA 100 486,360 17.20 8,365 DVA Series 100 9,399 17.03 160 DVA PLUS - Standard 537,480 17.08 9,180 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,297,314 17.01 56,089 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,474,459 16.94 58,850 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 2,741,015 16.87 46,233 ____________ 179,033
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) RESEARCH Contracts in accumulation period: DVA 80 14,054 $23.47 $330 DVA 100 488,822 23.27 11,377 DVA Series 100 20,718 22.93 475 DVA PLUS - Standard 437,189 23.03 10,068 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,902,974 22.89 89,339 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,875,695 22.73 88,107 Granite PrimElite - Standard 3,070 23.03 71 Granite PrimElite - Annual Ratchet 38,692 22.89 886 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,674,201 22.59 82,990 ____________ 283,643 TOTAL RETURN Contracts in accumulation period: DVA 80 2,035 18.17 37 DVA 100 431,678 18.02 7,778 DVA Series 100 6,695 17.75 119 DVA PLUS - Standard 616,433 17.83 10,989 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,982,960 17.72 70,569 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,973,034 17.60 69,922 Granite PrimElite - Standard 10,098 17.83 180 Granite PrimElite - Annual Ratchet 32,769 17.72 581 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,874,737 17.49 67,753 ____________ 227,928
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) VALUE + GROWTH Contracts in accumulation period: DVA 80 35,295 $16.57 $585 DVA 100 299,829 16.47 4,940 DVA Series 100 11,112 16.31 181 DVA PLUS - Standard 362,210 16.36 5,926 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,293,704 16.29 53,670 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,452,149 16.22 39,786 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 2,354,360 16.16 38,039 ____________ 143,127 GLOBAL FIXED INCOME Contracts in accumulation period: DVA 80 1,419 13.42 19 DVA 100 13,446 13.31 179 DVA PLUS - Standard 6,337 13.17 83 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 396,068 13.09 5,184 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 119,924 13.00 1,560 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 194,008 12.92 2,506 ____________ 9,531
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) DEVELOPING WORLD Contracts in accumulation period: DVA 80 3,368 $7.32 $25 DVA 100 4,598 7.31 34 DVA PLUS - Standard 617 7.29 5 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 417,221 7.28 3,039 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 82,414 7.27 599 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 111,872 7.26 812 ____________ 4,514 GROWTH OPPORTUNITIES Contracts in accumulation period: DVA 100 13,050 9.69 126 DVA PLUS - Standard 5,235 9.67 51 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 141,597 9.65 1,367 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 126,683 9.64 1,221 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 141,959 9.63 1,367 ____________ 4,132
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) PIMCO HIGH YIELD BOND Contracts in accumulation period: DVA 80 2,973 $10.12 $30 DVA 100 107,998 10.11 1,092 DVA PLUS - Standard 213,774 10.09 2,157 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,630,971 10.08 16,440 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,066,219 10.07 10,737 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,558,466 10.06 15,678 ____________ 46,134 PIMCO STOCKSPLUS GROWTH AND INCOME Contracts in accumulation period: DVA 80 13,664 11.16 152 DVA 100 160,283 11.14 1,786 DVA PLUS - Standard 112,706 11.12 1,253 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,527,697 11.11 16,975 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 942,738 11.10 10,465 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,910,695 11.09 21,188 ____________ 51,819
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) APPRECIATION Contracts in accumulation period: Granite PrimElite - Standard 1,108 $16.53 $18 Granite PrimElite - Annual Ratchet 58,107 16.47 957 ____________ 975 SMITH BARNEY HIGH INCOME Contracts in accumulation period: Granite PrimElite - Standard 12,711 13.66 174 Granite PrimElite - Annual Ratchet 46,593 13.58 633 ____________ 807 SMITH BARNEY LARGE CAP VALUE Contracts in accumulation period: Granite PrimElite - Standard 1,600 19.35 31 Granite PrimElite - Annual Ratchet 34,859 19.24 671 ____________ 702 SMITH BARNEY INTERNATIONAL EQUITY Contracts in accumulation period: Granite PrimElite - Standard 2,885 14.35 41 Granite PrimElite - Annual Ratchet 19,916 14.28 285 ____________ 326 SMITH BARNEY MONEY MARKET Contracts in accumulation period: Granite PrimElite - Standard 2,017 11.43 23 Granite PrimElite - Annual Ratchet 25,941 11.37 295 ____________ 318 INTERNATIONAL EQUITY Contracts in accumulation period: DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 2,422,075 10.29 24,919 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 680,861 10.32 7,025 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,736,713 10.27 17,841 ____________ 49,785 _____________ ____________ COMBINED 183,098,947 $3,319,843 ============= ============
7 APPENDIX: DESCRIPTION OF BOND RATINGS Excerpts from Moody's Investors Service, Inc. ("Moody's) description of its bond ratings: Aaa: Judged to be the best quality; they carry the smallest degree of investment risk. Aa: Judged to be of high quality by all standards; together with the Aaa group, they comprise what are generally known as high grade bonds. A: Possess many favorable investment attributes and are to be considered as "upper medium grade obligations." Baa: Considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured; interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Ba: Judged to have speculative elements; their future cannot be considered as well assured. B: Generally lack characteristics of the desirable investment. Caa: Are of poor standing; such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Speculative in a high degree; often in default. C: Lowest rate class of bonds; regarded as having extremely poor prospects. Moody's also applies numerical indicators 1, 2 and 3 to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category; 2 indicates a mid-range ranking; and 3 indicates a ranking toward the lower end of the category. Excerpts from Standard & Poor's Rating Group ("Standard & Poor's") description of its bond ratings: AAA: Highest grade obligations; capacity to pay interest and repay principal is extremely strong. AA: Also qualify as high grade obligations; a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree. A: Regarded as upper medium grade; they have a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Regarded as having an adequate capacity to pay interest and repay principal; whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity than in higher rated categories - this group is the lowest which qualifies for commercial bank investment. BB, B, CCC, CC: Predominantly speculative with respect to capacity to pay interest and repay principal in accordance with terms of the obligation: BB indicates the lowest degree of speculation and CC the highest. Standard & Poor's applies indicators "+," no character, and "-" to its rating categories. The indicators show relative standing within the major rating categories. A-1 Statement of Additional Information GOLDENSELECT DVA100 DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT ISSUED BY SEPARATE ACCOUNT B ("Account B") OF GOLDEN AMERICAN LIFE INSURANCE COMPANY This Statement of Additional Information is not a prospectus. The information contained herein should be read in conjunction with the Prospectus for the Golden American Life Insurance Company Deferred Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a prospective investor ought to know before investing. For a copy of the Prospectus, send a written request to Golden American Life Insurance Company, Customer Service Center, P.O. Box 2700, West Chester, Pennsylvania 19380-1478 or telephone 1-800-366-0066. DATE OF PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 1999 TABLE OF CONTENTS ITEM PAGE Introduction 1 Description of Golden American Life Insurance Company 1 Safekeeping of Assets 1 The Administrator 1 Independent Auditors 1 Distribution of Contracts 1 Performance Information 2 IRA Partial Withdrawal Option 6 Other Information 6 Financial Statements of Account B 6 Appendix - Description of Bond Ratings A-1 i INTRODUCTION This Statement of Additional Information provides background information regarding Account B. DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company ("Golden American") is a stock life insurance company organized under the laws of the State of Delaware. On August 13, 1996, Equitable of Iowa Companies, Inc. (formerly Equitable of Iowa Companies) ("Equitable of Iowa") acquired all of the interest in Golden American and Directed Services, Inc. On October 24, 1997, Equitable of Iowa and ING Groep N.V. ("ING") completed a merger agreement, and Equitable of Iowa became a wholly owned subsidiary of ING. ING, headquartered in The Netherlands, is a global financial services holding company with over $461.8 billion in assets as of December 31, 1998. As of December 31, 1998, Golden American had approximately $353.9 million in stockholder's equity and approximately $4.8 billion in total assets, including approximately $3.4 billion of separate account assets. Golden American is authorized to do business in all jurisdictions except New York. Golden American offers variable annuities and variable life insurance. Golden American formed a subsidiary, First Golden American Life Insurance Company of New York ("First Golden"), who is licensed to do variable annuity business in the states of New York and Delaware. SAFEKEEPING OF ASSETS Golden American acts as its own custodian for Account B. THE ADMINISTRATOR Effective January 1, 1997, Equitable Life Insurance Company of Iowa ("Equitable Life") and Golden American became parties to a service agreement pursuant to which Equitable Life agreed to provide certain accounting, actuarial, tax, underwriting, sales, management and other services to Golden American. Expenses incurred by Equitable Life in relation to this service agreement were reimbursed by Golden American on an allocated cost basis. No charges were billed to Golden American by Equitable Life pursuant to the service agreement in 1997. Equitable Life billed Golden American $892,903 pursuant to the service agreement in 1998. INDEPENDENT AUDITORS Ernst & Young LLP, independent auditors, performs annual audits of Golden American and Account B. DISTRIBUTION OF CONTRACTS The offering of contracts under the prospectus associated with this Statement of Additional Information is continuous. Directed Services, Inc., an affiliate of Golden American, acts as the principal underwriter (as defined in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable insurance products (the "variable insurance products") issued by Golden American. The variable insurance products were sold primarily through two broker/dealer institutions, during the year ended December 31, 1996, through two broker/dealer institutions during the year ended December 31, 1997 and through two broker/dealer institutions during the year ended December 31, 1998. For the years ended 1998, 1997 and 1996 commissions paid by Golden American to Directed Services, Inc. aggregated $117,470,000, $36,350,000 and $27,065,000, respectively. Directed Services, Inc. is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478. Under a management services agreement, last amended in 1995, Golden American provides to Directed Services, Inc. certain of its personnel to perform management, administrative and clerical services and the use of certain facilities. Golden American charges Directed Services, Inc. for such expenses and all other general and administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated based on the estimated amount of time spent by Golden American's employees on behalf of Directed Services, Inc. In the 1 opinion of management, this method of cost allocation is reasonable. This fee, calculated as a percentage of average assets in the variable separate accounts, was $4,771,000, $2,770,000 and $2,267,000 for the years ended 1998, 1997 and 1996, respectively. PERFORMANCE INFORMATION Performance information for the subaccounts of Account B, including yields, standard annual returns and other non-standard measures of performance of all subaccounts, may appear in reports or promotional literature to current or prospective owners. Such non-standard measures of performance will be computed, or accompanied by performance data computed, in accordance with criteria defined by the SEC. Negative values are denoted by minus signs ("-"). Performance information for measures other than total return do not reflect any applicable premium tax that can range from 0% to 3.5%. As described in the prospectus, three death benefit options are available. The following performance values reflect the election at issue of the 7% Solution Enhanced Death Benefit Option providing values reflecting the highest aggregate contract charges. If one of the other death benefit options had been elected, the historical performance values would be higher than those represented in the examples. SEC STANDARD MONEY MARKET SUBACCOUNT YIELDS Current yield for the Liquid Asset Subaccount will be based on the change in the value of a hypothetical investment (exclusive of capital changes or income other than investment income) over a particular 7-day period, less a pro rata share of subaccount expenses accrued over that period (the "base period"), and stated as a percentage of the investment at the start of the base period (the "base period return"). The base period return is then annualized by multiplying by 365/7, with the resulting yield figure carried to at least the nearest hundredth of one percent. Calculation of "effective yield" begins with the same "base period return" used in the calculation of yield, which is then annualized to reflect weekly compounding pursuant to the following formula: Effective Yield = [(Base Period Return) +1)^365/7] - 1 The current yield and effective yield of the Liquid Asset Subaccount for the 7-day period December 25, 1998 to December 31, 1998 were 3.30% and 3.35%, respectively. SEC Standard 30-Day Yield for Non-Money Market Subaccounts Quotations of yield for the remaining subaccounts will be based on all investment income per subaccount earned during a particular 30-day period, less expenses accrued during the period ("net investment income"), and will be computed by dividing net investment income by the value of an accumulation unit on the last day of the period, according to the following formula: Yield = 2 [ ( a - b +1)^(6) - 1] ----- cd Where: [a] equals the net investment income earned during the period by the investment portfolio attributable to shares owned by a subaccount [b] equals the expenses accrued for the period (net of reimbursements) [c] equals the average daily number of units outstanding during the period based on the accumulation unit value [d] equals the value (maximum offering price) per accumulation unit value on the last day of the period Yield on subaccounts of Account B is earned from the increase in net asset value of shares of the investmenr portfolio in which the subaccount invests and from dividends declared and paid by the investment portfolio, which are automatically reinvested in shares of the investment portfolio. SEC STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS Quotations of average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: 2 P(1+T)^(n)=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) All total return figures reflect the deduction of the maximum sales load, the administrative charges, and the mortality and expense risk charges. The Securities and Exchange Commission (the "SEC") requires that an assumption be made that the contract owner surrenders the entire contract at the end of the one, five and 10 year periods (or, if less, up to the life of the security) for which performance is required to be calculated. This assumption may not be consistent with the typical contract owner's intentions in purchasing a contract and may adversely affect returns. Quotations of total return may simultaneously be shown for other periods, as well as quotations of total return that do not take into account certain contractual charges such as sales load. Average Annual Total Return for the subaccounts presented on a standardized basis, which includes deductions for the mortality and expense risk charge, administrative charge, contract charge and surrender charge for the year ending December 31, 1998 were as follows:
Average Annual Total Return for Periods Ending 12/31/98 - Standardized - ---------------------------------------------------------------------- One Year Period Five Year Period Inception to Inception Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date - ---------- --------------- --------------- --------------- ---- Equity Income 6.77% 8.69% 8.25%* 1/25/89 Fully Managed 4.44% 8.23% 7.53%* 1/25/89 Capital Appreciation 11.13% 15.87% 14.40%* 5/4/92 Rising Dividends 12.57% 17.09% 16.85% 10/4/93 All-Growth 8.02% 3.28% 4.48%* 1/25/89 Real Estate -14.65% 10.18% 8.16%* 1/25/89 Hard Assets -30.56% 1.07% 3.67%* 1/25/89 Value Equity 0.16% n/a 16.35% 1/1/95 Strategic Equity -0.55% n/a 11.46% 10/2/95 Small Cap 19.32% n/a 15.46% 1/2/96 Emerging Markets -25.14% -12.06% -7.87% 10/4/93 Managed Global 27.54% 7.33%* 6.68%* 10/21/92 Growth Opportunities n/a n/a -3.45%# 2/19/98 Developing World n/a n/a -27.16%# 2/19/98 Mid-Cap Growth 21.13% n/a 21.09%* 10/7/94 Research 21.36% n/a 21.63%* 10/7/94 Total Return 10.06% n/a 14.49%* 10/7/94 Growth & Income 10.44% n/a 21.41% 4/1/96 Growth 25.09% n/a 19.52%* 4/1/96 Global Fixed Income 10.32% n/a 6.60%* 10/7/94 High Yield Bond n/a n/a 0.82%*# 5/1/98 Stocksplus Growth and n/a n/a 11.13%*# 5/1/98 Income Limited Maturity Bond 5.39% 0.41% 5.35%* 1/25/89 Liquid Asset 3.60% 3.43% 3.70%* 1/25/89
- --------------------- * Total return calculation reflects partial waiver of fees and expenses. # Non-annualized. 3 NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS Quotations of non-standard average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: P(1+T)^(n)]=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) assuming certain loading and charges are zero. All total return figures reflect the deduction of the mortality and expense risk charge and the administrative charges, but not the deduction of the maximum sales load and the annual contract fee. Average Annual Total Return for the subaccounts presented on a non-standardized basis, which includes deductions for the mortality and expense risk charge and the administrative charge for the year ending December 31, 1998 were as follows:
Average Annual Total Return for Periods Ending 12/31/98 - Non-Standardized - -------------------------------------------------------------------------- One Year Period Five Year Period Inception to Inception Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date - ---------- --------------- ---------------- --------------- ---- Equity Income 6.80% 8.71% 8.26%* 1/25/89 Fully Managed 4.46% 8.25% 7.55%* 1/25/89 Capital Appreciation 11.16% 15.89% 14.41%* 5/4/92 Rising Dividends 12.60% 17.09% 16.86% 10/4/93 All-Growth 8.04% 3.30% 4.50%* 1/25/89 Real Estate -14.62% 10.73% 8.17%* 1/25/89 Hard Assets -30.53% 1.10% 3.69%* 1/25/89 Value Equity 0.18% n/a 16.36% 1/1/95 Strategic Equity -0.52% n/a 11.48% 10/2/95 Small Cap 19.35% n/a 15.47% 1/2/96 Emerging Markets -25.14% -12.06% 7.87% 10/4/93 Managed Global 27.57% 7.35%* 6.70%* 10/21/92 Growth Opportunities % n/a -3.42%# 2/18/98 Developing World % n/a -27.13%# 2/18/98 Mid-Cap Growth 21.15% n/a 21.11%* 10/7/94 Research 21.39% n/a 21.64%* 10/7/94 Total Return 10.08%* n/a 14.51%* 10/7/94 Growth & Income 10.46% n/a 21.42% 4/1/96 Growth 25.11% n/a 19.53%* 4/1/96 Global Fixed Income 10.34%* n/a 6.62%* 10/7/94 High Yield Bond % n/a 0.89%*# 5/1/98 Stocksplus Growth and % n/a 11.15%*# 5/1/98 Income Limited Maturity Bond 5.42% 4.16% 5.37%* 1/25/89 Liquid Asset 3.63% 3.45% 3.72%* 1/25/89
- ---------------------- * Total return calculation reflects partial waiver of fees and expenses. # Non-annualized. Performance information for a subaccount may be compared, in reports and promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue Money Market Institutional Averages, or other indices that measure performance of a pertinent group of securities so that investors may compare a subaccount's results with those of a group of securities widely regarded by investors as 4 representative of the securities markets in general; (ii) other groups of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services, a widely used independent research firm which ranks mutual funds and other investment companies by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, or persons who rank such investment companies on overall performance or other criteria; and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the contract. Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for administrative and management costs and expenses. Performance information for any subaccount reflects only the performance of a hypothetical contract under which contract value is allocated to a subaccount during a particular time period on which the calculations are based. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the investment portfolio of the Trust in which the Account B subaccounts invest, and the market conditions during the given time period, and should not be considered as a representation of what may be achieved in the future. Reports and promotional literature may also contain other information including the ranking of any subaccount derived from rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by other rating services, companies, publications, or other persons who rank separate accounts or other investment products on overall performance or other criteria. PUBLISHED RATINGS From time to time, the rating of Golden American as an insurance company by A.M. Best may be referred to in advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best's Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. Best's ratings range from A+ + to F. An A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest ability to meet its respective policyholder and other contractual obligations. ACCUMULATION UNIT VALUE The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus for the Contracts under Performance Information. Note that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical examples): ILLUSTRATION OF CALCULATION OF AUV EXAMPLE 1. 1. AUV, beginning of period .................. $1.80000000 2. Value of securities, beginning of period ............ $21.20 3. Change in value of securities.................. $.50 4. Gross investment return (3) divided by (2).............. 02358491 5. Less daily mortality and expense charge............... 00003446 6. Less asset based administrative charge ............. 00000276 7. Net investment return (4) minus (5) minus (6)........... 02355738 8. Net investment factor (1.000000) plus (7)........... 1.02355738 9. AUV, end of period (1) multiplied by (8)............. $1.84240328 ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX) EXAMPLE 2. 1. Initial Premium Payment................. $100.00 2. AUV on effective date of purchase (see Example 1)....... $1.8000000 3. Number of Units purchased [(1) divided by (2)]......... 55.55556 4. AUV for valuation date following purchase (see Example 1)... $1.84240328 5 5. Accumulation Value in account for valuation date following purchase [(3) multiplied by (4)]........... $102.36 IRA PARTIAL WITHDRAWAL OPTION If the contract owner has an IRA contract and will attain age 70 1/2 in the current calendar year, distributions will be made in accordance with the requirements of Federal tax law. This option is available to assure that the required minimum distributions from qualified plans under the Internal Revenue Code (the "Code") are made. Under the Code, distributions must begin no later than April 1st of the calendar year following the calendar year in which the contract owner attains age 70 1/2. If the required minimum distribution is not withdrawn, there may be a penalty tax in an amount equal to 50% of the difference between the amount required to be withdrawn and the amount actually withdrawn. Even if the IRA Partial Withdrawal Option is not elected, distributions must nonetheless be made in accordance with the requirements of Federal tax law. Golden American notifies the contract owner of these regulations with a letter mailed on January 1st of the calendar year in which the contract owner reaches age 70 1/2 which explains the IRA Partial Withdrawal Option and supplies an election form. If electing this option, the owner specifies whether the withdrawal amount will be based on a life expectancy calculated on a single life basis (contract owner's life only) or, if the contract owner is married, on a joint life basis (contract owner's and spouse's lives combined). The contract owner selects the payment mode on a monthly, quarterly or annual basis. If the payment mode selected on the election form is more frequent than annually, the payments in the first calendar year in which the option is in effect will be based on the amount of payment modes remaining when Golden American receives the completed election form. Golden American calculates the IRA Partial Withdrawal amount each year based on the minimum distribution rules. We do this by dividing the contract value by the life expectancy. In the first year withdrawals begin, we use the contract value as of the date of the first payment. Thereafter, we use the contract value on December 31st of each year. The life expectancy is recalculated each year. Certain minimum distribution rules govern payouts if the designated beneficiary is other than the contract owner's spouse and the beneficiary is more than ten years younger than the contract owner. OTHER INFORMATION Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Contracts discussed in this Statement of Additional Information. Not all of the information set forth in the registration statements, amendments and exhibits thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information concerning the content of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC. FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B The audited financial statements of Separate Account B are listed below and are included in this Statement of Additional Information: Report of Independent Auditors Audited Financial Statements Statement of Assets and Liability as of December 31, 1998 Statement of Operations for the year ended December 31, 1998 Statements of Changes in Net Assets for the years ended December 31, 1998 and 1997 Notes to Financial Statements 6 FINANCIAL STATEMENTS GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B YEARS ENDED DECEMBER 31, 1998 AND 1997 WITH REPORT OF INDEPENDENT AUDITORS GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998 AND 1997 TABLE OF CONTENTS Report of Independent Auditors Audited Financial Statements Statement of Assets and Liability Statement of Operations Statements of Changes in Net Assets Notes to Financial Statements Report of Independent Auditors The Board of Directors Golden American Life Insurance Company We have audited the accompanying statement of assets and liability of Golden American Life Insurance Company Separate Account B as of December 31, 1998, and the related statements of operations for the year then ended and the changes in net assets for each of the two years in the period then ended. These financial statements are the responsibility of the Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 1998, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden American Life Insurance Company Separate Account B at December 31, 1998, and the results of its operations for the year then ended and the changes in its net assets for each of the two years in the period then ended in conformity with generally accepted accounting principles. /S/ Ernst & Young LLP Des Moines, Iowa February 25, 1999 GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF ASSETS AND LIABILITY DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)
COMBINED ____________ ASSETS Investments at net asset value: The GCG Trust: Liquid Asset Series, 175,698,298 shares (cost - $175,698) $175,698 Limited Maturity Bond Series, 9,632,216 shares (cost - $103,588) 102,872 Hard Assets Series, 3,095,761 shares (cost - $44,073) 29,719 All-Growth Series, 5,460,140 shares (cost - $72,614) 81,847 Real Estate Series, 5,082,757 shares (cost - $77,307) 69,024 Fully Managed Series, 14,869,764 shares (cost - $216,245) 226,467 Multiple Allocation Series, 21,629,600 shares (cost - $268,930) 274,047 Capital Appreciation Series, 14,189,481 shares (cost - $221,707) 256,687 Rising Dividends Series, 22,754,116 shares (cost - $421,987) 500,818 Emerging Markets Series, 3,333,290 shares (cost - $31,776) 22,267 Market Manager Series, 414,851 shares (cost - $4,663) 8,068 Value Equity Series, 7,950,210 shares (cost - $122,857) 126,249 Strategic Equity Series, 5,567,699 shares (cost - $69,933) 71,377 Small Cap Series, 7,754,062 shares (cost - $103,129) 124,298 Managed Global Series, 9,213,401 shares (cost - $110,591) 130,738 Mid-Cap Growth Series, 6,458,180 shares (cost - $109,532) 116,893 Growth & Income Series, 11,461,829 shares (cost - $170,105) 179,033 Research Series, 13,965,668 shares (cost - $266,377) 283,643 Total Return Series, 14,425,794 shares (cost - $226,488) 227,928 Value + Growth Series, 9,163,078 shares (cost - $129,140) 143,127 Global Fixed Income Series, 853,224 shares (cost - $9,541) 9,531
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF ASSETS AND LIABILITY DECEMBER 31, 1998 (CONTINUED) (DOLLARS IN THOUSANDS)
COMBINED ____________ ASSETS - CONTINUED Investments at net asset value: The GCG Trust: Developing World Series, 612,452 shares (cost - $4,365) $4,514 Growth Opportunities Series, 425,552 shares (cost - $3,783) 4,132 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio, 4,770,792 shares (cost - $46,152) 46,134 PIMCO StocksPLUS Growth and Income Portfolio, 4,119,171 shares (cost - $47,564) 51,819 Greenwich Street Series Fund Inc.: Appreciation Portfolio, 46,082 shares (cost - $932) 975 Travelers Series Fund Inc.: Smith Barney High Income Portfolio, 63,707 shares (cost - $870) 807 Smith Barney Large Cap Value Portfolio, 34,717 shares (cost - $692) 702 Smith Barney International Equity Portfolio, 23,707 shares (cost - $333) 326 Smith Barney Money Market Portfolio, 317,907 shares (cost - $318) 318 Warburg Pincus Trust: International Equity Portfolio, 4,529,941 shares (cost - $48,231) 49,785 ____________ TOTAL ASSETS (cost - $3,109,521) 3,319,843 LIABILITY Payable to Golden American Life Insurance Company for charges and fees 1,638 ____________ TOTAL NET ASSETS $3,318,205 ============ NET ASSETS For variable annuity insurance contracts $3,309,202 Retained in Separate Account B by Golden American Life Insurance Company 9,003 ____________ TOTAL NET ASSETS $3,318,205 ============
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (DOLLARS IN THOUSANDS)
Limited Liquid Maturity Hard Asset Bond Assets Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $5,783 $3,217 $1,662 Capital gains distributions -- -- 1,065 ______________________________ TOTAL INVESTMENT INCOME 5,783 3,217 2,727 Expenses: Mortality and expense risk and other charges 1,619 939 461 Annual administrative charges 62 41 13 Minimum death benefit guarantee charges 7 1 2 Contingent deferred sales charges 342 65 53 Other contract charges 9 3 2 Amortization of deferred charges related to: Deferred sales load 615 389 164 Premium taxes 3 6 3 ______________________________ TOTAL EXPENSES BEFORE WAIVER 2,657 1,444 698 Fees waived by Golden American Life Insurance Company 5 9 4 ______________________________ NET EXPENSES 2,652 1,435 694 ______________________________ NET INVESTMENT INCOME (LOSS) 3,131 1,782 2,033 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments -- 872 (6,941) Net unrealized appreciation (depreciation) of investments -- 739 (8,620) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $3,131 $3,393 ($13,528) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All- Real Fully Growth Estate Managed Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends -- $3,321 $6,674 Capital gains distributions $470 6,244 12,408 ______________________________ TOTAL INVESTMENT INCOME 470 9,565 19,082 Expenses: Mortality and expense risk and other charges 879 964 2,417 Annual administrative charges 41 28 105 Minimum death benefit guarantee charges 1 1 2 Contingent deferred sales charges 46 38 64 Other contract charges 2 1 5 Amortization of deferred charges related to: Deferred sales load 409 290 866 Premium taxes 7 5 16 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,385 1,327 3,475 Fees waived by Golden American Life Insurance Company 10 6 19 ______________________________ NET EXPENSES 1,375 1,321 3,456 ______________________________ NET INVESTMENT INCOME (LOSS) (905) 8,244 15,626 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 330 3,708 1,704 Net unrealized appreciation (depreciation) of investments 6,240 (24,689) (10,501) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $5,665 ($12,737) $6,829 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Capital Alloca- Apprecia- Rising tion tion Dividends Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $13,875 $3,355 $2,240 Capital gains distributions 14,968 19,519 16,632 ______________________________ TOTAL INVESTMENT INCOME 28,843 22,874 18,872 Expenses: Mortality and expense risk and other charges 2,985 2,656 4,670 Annual administrative charges 144 110 212 Minimum death benefit guarantee charges 10 2 4 Contingent deferred sales charges 89 59 128 Other contract charges 9 9 13 Amortization of deferred charges related to: Deferred sales load 1,784 1,083 934 Premium taxes 33 25 11 ______________________________ TOTAL EXPENSES BEFORE WAIVER 5,054 3,944 5,972 Fees waived by Golden American Life Insurance Company 26 26 20 ______________________________ NET EXPENSES 5,028 3,918 5,952 ______________________________ NET INVESTMENT INCOME (LOSS) 23,815 18,956 12,920 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 2,288 6,551 3,842 Net unrealized appreciation (depreciation) of investments (10,125) (3,987) 17,344 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $15,978 $21,520 $34,106 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Market Value Markets Manager Equity Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends -- $129 $2,766 Capital gains distributions -- 214 1,018 ______________________________ TOTAL INVESTMENT INCOME -- 343 3,784 Expenses: Mortality and expense risk and other charges $336 -- 1,442 Annual administrative charges 10 1 57 Minimum death benefit guarantee charges 1 -- 1 Contingent deferred sales charges 16 -- 57 Other contract charges 1 -- 2 Amortization of deferred charges related to: Deferred sales load 160 43 231 Premium taxes 2 -- 3 ______________________________ TOTAL EXPENSES BEFORE WAIVER 526 44 1,793 Fees waived by Golden American Life Insurance Company 2 -- 3 ______________________________ NET EXPENSES 524 44 1,790 ______________________________ NET INVESTMENT INCOME (LOSS) (524) 299 1,994 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (3,524) 135 1,237 Net unrealized appreciation (depreciation) of investments (4,266) 1,090 (4,208) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($8,314) $1,524 ($977) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Small Managed Equity Cap Global Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $1,941 -- $1,806 Capital gains distributions 2,711 -- 3,627 ______________________________ TOTAL INVESTMENT INCOME 4,652 -- 5,433 Expenses: Mortality and expense risk and other charges 851 $1,114 1,445 Annual administrative charges 29 55 59 Minimum death benefit guarantee charges 1 1 1 Contingent deferred sales charges 52 59 50 Other contract charges 1 3 4 Amortization of deferred charges related to: Deferred sales load 135 112 579 Premium taxes 1 1 8 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,070 1,345 2,146 Fees waived by Golden American Life Insurance Company 4 2 9 ______________________________ NET EXPENSES 1,066 1,343 2,137 ______________________________ NET INVESTMENT INCOME (LOSS) 3,586 (1,343) 3,296 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 1,365 2,148 7,634 Net unrealized appreciation (depreciation) of investments (6,078) 15,952 16,611 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($1,127) $16,757 $27,541 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth & Growth Income Research Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $4,999 $4,745 $12,283 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 4,999 4,745 12,283 Expenses: Mortality and expense risk and other charges 880 1,599 1,941 Annual administrative charges 51 88 120 Minimum death benefit guarantee charges 1 -- -- Contingent deferred sales charges 20 62 71 Other contract charges 2 1 4 Amortization of deferred charges related to: Deferred sales load 55 92 79 Premium taxes -- 2 1 ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,009 1,844 2,216 Fees waived by Golden American Life Insurance Company 1 3 1 ______________________________ NET EXPENSES 1,008 1,841 2,215 ______________________________ NET INVESTMENT INCOME (LOSS) 3,991 2,904 10,068 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 899 911 972 Net unrealized appreciation (depreciation) of investments 6,574 7,679 16,878 ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $11,464 $11,494 $27,918 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Total Value + Fixed Return Growth Income Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $11,048 $5,950 $237 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 11,048 5,950 237 Expenses: Mortality and expense risk and other charges 1,714 1,099 57 Annual administrative charges 98 62 4 Minimum death benefit guarantee charges -- 1 -- Contingent deferred sales charges 62 42 2 Other contract charges 1 1 -- Amortization of deferred charges related to: Deferred sales load 75 49 -- Premium taxes 1 1 -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 1,951 1,255 63 Fees waived by Golden American Life Insurance Company 2 2 -- ______________________________ NET EXPENSES 1,949 1,253 63 ______________________________ NET INVESTMENT INCOME (LOSS) 9,099 4,697 174 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 185 (807) 216 Net unrealized appreciation (depreciation) of investments 1,028 15,417 -- ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $10,312 $19,307 $390 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO Growth High Developing Oppor- Yield World tunities Bond Division Division Division (a) (a) (c) ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $2 $25 $1,050 Capital gains distributions -- -- -- ______________________________ TOTAL INVESTMENT INCOME 2 25 1,050 Expenses: Mortality and expense risk and other charges 22 31 197 Annual administrative charges 2 1 17 Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges -- 1 15 Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load -- -- 4 Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 24 33 233 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 24 33 233 ______________________________ NET INVESTMENT INCOME (LOSS) (22) (8) 817 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (266) (235) (318) Net unrealized appreciation (depreciation) of investments 149 349 (18) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($139) $106 $481 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Smith Growth Barney and Appre- High Income ciation Income Division Division Division (b) ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $1,005 $8 $37 Capital gains distributions -- 33 8 ______________________________ TOTAL INVESTMENT INCOME 1,005 41 45 Expenses: Mortality and expense risk and other charges 162 10 8 Annual administrative charges 18 1 1 Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges 9 -- -- Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load 2 -- -- Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 191 11 9 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 191 11 9 ______________________________ NET INVESTMENT INCOME (LOSS) 814 30 36 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (97) 3 8 Net unrealized appreciation (depreciation) of investments 4,255 52 (66) ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $4,972 $85 ($22) ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Smith Barney Smith Barney Inter- Barney Large Cap national Money Value Equity Market Division Division Division ______________________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $6 -- $20 Capital gains distributions 16 -- -- ______________________________ TOTAL INVESTMENT INCOME 22 -- 20 Expenses: Mortality and expense risk and other charges 7 $3 6 Annual administrative charges 1 -- -- Minimum death benefit guarantee charges -- -- -- Contingent deferred sales charges -- -- -- Other contract charges -- -- -- Amortization of deferred charges related to: Deferred sales load -- -- -- Premium taxes -- -- -- ______________________________ TOTAL EXPENSES BEFORE WAIVER 8 3 6 Fees waived by Golden American Life Insurance Company -- -- -- ______________________________ NET EXPENSES 8 3 6 ______________________________ NET INVESTMENT INCOME (LOSS) 14 (3) 14 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 2 (1) -- Net unrealized appreciation (depreciation) of investments 3 (2) -- ______________________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $19 ($6) $14 ============================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division Combined ____________________ NET INVESTMENT INCOME (LOSS) Income: Dividends $251 $88,435 Capital gains distributions -- 78,933 ____________________ TOTAL INVESTMENT INCOME 251 167,368 Expenses: Mortality and expense risk and other charges 398 30,912 Annual administrative charges 20 1,451 Minimum death benefit guarantee charges -- 37 Contingent deferred sales charges 12 1,414 Other contract charges -- 73 Amortization of deferred charges related to: Deferred sales load -- 8,150 Premium taxes -- 129 ____________________ TOTAL EXPENSES BEFORE WAIVER 430 42,166 Fees waived by Golden American Life Insurance Company -- 154 ____________________ NET EXPENSES 430 42,012 ____________________ NET INVESTMENT INCOME (LOSS) (179) 125,356 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (556) 22,265 Net unrealized appreciation (depreciation) of investments 1,647 39,447 ____________________ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $912 $187,068 ==================== (a) Commencement of operations, March 2, 1998 (b) Commencement of operations, May 8, 1998 (c) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (DOLLARS IN THOUSANDS)
Liquid Asset Division ____________ NET ASSETS AT JANUARY 1, 1997 $37,476 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 970 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 970 Changes from principal transactions: Purchase payments 29,455 Contract distributions and terminations (18,096) Transfer payments from (to) Fixed Accounts and other Divisions 7,253 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 196 ____________ Increase (decrease) in net assets derived from principal transactions 18,808 ____________ Total increase (decrease) 19,778 ____________ NET ASSETS AT DECEMBER 31, 1997 57,254
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Liquid Asset Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,131 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 3,131 Changes from principal transactions: Purchase payments 227,924 Contract distributions and terminations (38,803) Transfer payments from (to) Fixed Accounts and other Divisions (73,759) Addition to assets retained in the Account by Golden American Life Insurance Company 12 ____________ Increase (decrease) in net assets derived from principal transactions 115,374 ____________ Total increase (decrease) 118,505 ____________ NET ASSETS AT DECEMBER 31, 1998 $175,759 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Limited Maturity Bond Division ____________ NET ASSETS AT JANUARY 1, 1997 $54,334 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 2,703 Net realized gain (loss) on investments 139 Net unrealized appreciation (depreciation) of investments (690) ____________ Net increase (decrease) in net assets resulting from operations 2,152 Changes from principal transactions: Purchase payments 5,847 Contract distributions and terminations (8,648) Transfer payments from (to) Fixed Accounts and other Divisions (1,150) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (68) ____________ Increase (decrease) in net assets derived from principal transactions (4,019) ____________ Total increase (decrease) (1,867) ____________ NET ASSETS AT DECEMBER 31, 1997 52,467
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Limited Maturity Bond Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $1,782 Net realized gain (loss) on investments 872 Net unrealized appreciation (depreciation) of investments 739 ____________ Net increase (decrease) in net assets resulting from operations 3,393 Changes from principal transactions: Purchase payments 42,180 Contract distributions and terminations (9,265) Transfer payments from (to) Fixed Accounts and other Divisions 14,051 Addition to assets retained in the Account by Golden American Life Insurance Company 6 ____________ Increase (decrease) in net assets derived from principal transactions 46,972 ____________ Total increase (decrease) 50,365 ____________ NET ASSETS AT DECEMBER 31, 1998 $102,832 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Hard Assets Division ____________ NET ASSETS AT JANUARY 1, 1997 $43,301 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 8,570 Net realized gain (loss) on investments 3,106 Net unrealized appreciation (depreciation) of investments (9,738) ____________ Net increase (decrease) in net assets resulting from operations 1,938 Changes from principal transactions: Purchase payments 6,936 Contract distributions and terminations (5,699) Transfer payments from (to) Fixed Accounts and other Divisions (886) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (87) ____________ Increase (decrease) in net assets derived from principal transactions 264 ____________ Total increase (decrease) 2,202 ____________ NET ASSETS AT DECEMBER 31, 1997 45,503
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Hard Assets Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $2,033 Net realized gain (loss) on investments (6,941) Net unrealized appreciation (depreciation) of investments (8,620) ____________ Net increase (decrease) in net assets resulting from operations (13,528) Changes from principal transactions: Purchase payments 7,508 Contract distributions and terminations (4,524) Transfer payments from (to) Fixed Accounts and other Divisions (5,266) Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions (2,272) ____________ Total increase (decrease) (15,800) ____________ NET ASSETS AT DECEMBER 31, 1998 $29,703 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All-Growth Division ____________ NET ASSETS AT JANUARY 1, 1997 $76,842 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 490 Net realized gain (loss) on investments 556 Net unrealized appreciation (depreciation) of investments 1,550 ____________ Net increase (decrease) in net assets resulting from operations 2,596 Changes from principal transactions: Purchase payments 7,441 Contract distributions and terminations (10,832) Transfer payments from (to) Fixed Accounts and other Divisions (4,053) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (256) ____________ Increase (decrease) in net assets derived from principal transactions (7,700) ____________ Total increase (decrease) (5,104) ____________ NET ASSETS AT DECEMBER 31, 1997 71,738
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
All-Growth Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($905) Net realized gain (loss) on investments 330 Net unrealized appreciation (depreciation) of investments 6,240 ____________ Net increase (decrease) in net assets resulting from operations 5,665 Changes from principal transactions: Purchase payments 15,762 Contract distributions and terminations (9,206) Transfer payments from (to) Fixed Accounts and other Divisions (2,159) Addition to assets retained in the Account by Golden American Life Insurance Company 7 ____________ Increase (decrease) in net assets derived from principal transactions 4,404 ____________ Total increase (decrease) 10,069 ____________ NET ASSETS AT DECEMBER 31, 1998 $81,807 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Real Estate Division ____________ NET ASSETS AT JANUARY 1, 1997 $50,681 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 3,901 Net realized gain (loss) on investments 2,621 Net unrealized appreciation (depreciation) of investments 5,391 ____________ Net increase (decrease) in net assets resulting from operations 11,913 Changes from principal transactions: Purchase payments 14,095 Contract distributions and terminations (5,798) Transfer payments from (to) Fixed Accounts and other Divisions 3,766 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 43 ____________ Increase (decrease) in net assets derived from principal transactions 12,106 ____________ Total increase (decrease) 24,019 ____________ NET ASSETS AT DECEMBER 31, 1997 74,700
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Real Estate Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $8,244 Net realized gain (loss) on investments 3,708 Net unrealized appreciation (depreciation) of investments (24,689) ____________ Net increase (decrease) in net assets resulting from operations (12,737) Changes from principal transactions: Purchase payments 24,639 Contract distributions and terminations (6,988) Transfer payments from (to) Fixed Accounts and other Divisions (10,631) Addition to assets retained in the Account by Golden American Life Insurance Company 12 ____________ Increase (decrease) in net assets derived from principal transactions 7,032 ____________ Total increase (decrease) (5,705) ____________ NET ASSETS AT DECEMBER 31, 1998 $68,995 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Fully Managed Division ____________ NET ASSETS AT JANUARY 1, 1997 $134,431 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 9,632 Net realized gain (loss) on investments 2,407 Net unrealized appreciation (depreciation) of investments 5,898 ____________ Net increase (decrease) in net assets resulting from operations 17,937 Changes from principal transactions: Purchase payments 19,633 Contract distributions and terminations (17,687) Transfer payments from (to) Fixed Accounts and other Divisions 4,389 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (53) ____________ Increase (decrease) in net assets derived from principal transactions 6,282 ____________ Total increase (decrease) 24,219 ____________ NET ASSETS AT DECEMBER 31, 1997 158,650
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Fully Managed Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $15,626 Net realized gain (loss) on investments 1,704 Net unrealized appreciation (depreciation) of investments (10,501) ____________ Net increase (decrease) in net assets resulting from operations 6,829 Changes from principal transactions: Purchase payments 74,467 Contract distributions and terminations (19,367) Transfer payments from (to) Fixed Accounts and other Divisions 5,756 Addition to assets retained in the Account by Golden American Life Insurance Company 31 ____________ Increase (decrease) in net assets derived from principal transactions 60,887 ____________ Total increase (decrease) 67,716 ____________ NET ASSETS AT DECEMBER 31, 1998 $226,366 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Allocation Division ____________ NET ASSETS AT JANUARY 1, 1997 $270,427 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 21,419 Net realized gain (loss) on investments 5,773 Net unrealized appreciation (depreciation) of investments 9,866 ____________ Net increase (decrease) in net assets resulting from operations 37,058 Changes from principal transactions: Purchase payments 9,404 Contract distributions and terminations (45,162) Transfer payments from (to) Fixed Accounts and other Divisions (9,649) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (209) ____________ Increase (decrease) in net assets derived from principal transactions (45,616) ____________ Total increase (decrease) (8,558) ____________ NET ASSETS AT DECEMBER 31, 1997 261,869
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Multiple Allocation Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $23,815 Net realized gain (loss) on investments 2,288 Net unrealized appreciation (depreciation) of investments (10,125) ____________ Net increase (decrease) in net assets resulting from operations 15,978 Changes from principal transactions: Purchase payments 34,793 Contract distributions and terminations (39,339) Transfer payments from (to) Fixed Accounts and other Divisions 581 Addition to assets retained in the Account by Golden American Life Insurance Company 28 ____________ Increase (decrease) in net assets derived from principal transactions (3,937) ____________ Total increase (decrease) 12,041 ____________ NET ASSETS AT DECEMBER 31, 1998 $273,910 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Capital Appreciation Division ____________ NET ASSETS AT JANUARY 1, 1997 $145,989 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 13,819 Net realized gain (loss) on investments 8,242 Net unrealized appreciation (depreciation) of investments 16,323 ____________ Net increase (decrease) in net assets resulting from operations 38,384 Changes from principal transactions: Purchase payments 17,440 Contract distributions and terminations (20,143) Transfer payments from (to) Fixed Accounts and other Divisions 5,915 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 232 ____________ Increase (decrease) in net assets derived from principal transactions 3,444 ____________ Total increase (decrease) 41,828 ____________ NET ASSETS AT DECEMBER 31, 1997 187,817
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Capital Appreciation Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $18,956 Net realized gain (loss) on investments 6,551 Net unrealized appreciation (depreciation) of investments (3,987) ____________ Net increase (decrease) in net assets resulting from operations 21,520 Changes from principal transactions: Purchase payments 63,892 Contract distributions and terminations (26,711) Transfer payments from (to) Fixed Accounts and other Divisions 10,035 Addition to assets retained in the Account by Golden American Life Insurance Company 25 ____________ Increase (decrease) in net assets derived from principal transactions 47,241 ____________ Total increase (decrease) 68,761 ____________ NET ASSETS AT DECEMBER 31, 1998 $256,578 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Rising Dividends Division ____________ NET ASSETS AT JANUARY 1, 1997 $123,573 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 1,726 Net realized gain (loss) on investments 3,602 Net unrealized appreciation (depreciation) of investments 33,738 ____________ Net increase (decrease) in net assets resulting from operations 39,066 Changes from principal transactions: Purchase payments 45,995 Contract distributions and terminations (18,620) Transfer payments from (to) Fixed Accounts and other Divisions 25,458 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 471 ____________ Increase (decrease) in net assets derived from principal transactions 53,304 ____________ Total increase (decrease) 92,370 ____________ NET ASSETS AT DECEMBER 31, 1997 215,943
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Rising Dividends Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $12,920 Net realized gain (loss) on investments 3,842 Net unrealized appreciation (depreciation) of investments 17,344 ____________ Net increase (decrease) in net assets resulting from operations 34,106 Changes from principal transactions: Purchase payments 216,682 Contract distributions and terminations (26,449) Transfer payments from (to) Fixed Accounts and other Divisions 60,274 Addition to assets retained in the Account by Golden American Life Insurance Company 60 ____________ Increase (decrease) in net assets derived from principal transactions 250,567 ____________ Total increase (decrease) 284,673 ____________ NET ASSETS AT DECEMBER 31, 1998 $500,616 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Markets Division ____________ NET ASSETS AT JANUARY 1, 1997 $37,153 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) (826) Net realized gain (loss) on investments (1,134) Net unrealized appreciation (depreciation) of investments (2,698) ____________ Net increase (decrease) in net assets resulting from operations (4,658) Changes from principal transactions: Purchase payments 5,427 Contract distributions and terminations (5,304) Transfer payments from (to) Fixed Accounts and other Divisions 2,002 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (119) ____________ Increase (decrease) in net assets derived from principal transactions 2,006 ____________ Total increase (decrease) (2,652) ____________ NET ASSETS AT DECEMBER 31, 1997 34,501
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Emerging Markets Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($524) Net realized gain (loss) on investments (3,524) Net unrealized appreciation (depreciation) of investments (4,266) ____________ Net increase (decrease) in net assets resulting from operations (8,314) Changes from principal transactions: Purchase payments 2,520 Contract distributions and terminations (2,973) Transfer payments from (to) Fixed Accounts and other Divisions (3,483) Addition to assets retained in the Account by Golden American Life Insurance Company 3 ____________ Increase (decrease) in net assets derived from principal transactions (3,933) ____________ Total increase (decrease) (12,247) ____________ NET ASSETS AT DECEMBER 31, 1998 $22,254 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Market Manager Division ____________ NET ASSETS AT JANUARY 1, 1997 $5,479 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 424 Net realized gain (loss) on investments 238 Net unrealized appreciation (depreciation) of investments 1,127 ____________ Net increase (decrease) in net assets resulting from operations 1,789 Changes from principal transactions: Purchase payments (59) Contract distributions and terminations (189) Transfer payments from (to) Fixed Accounts and other Divisions (303) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (1) ____________ Increase (decrease) in net assets derived from principal transactions (552) ____________ Total increase (decrease) 1,237 ____________ NET ASSETS AT DECEMBER 31, 1997 6,716
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Market Manager Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $299 Net realized gain (loss) on investments 135 Net unrealized appreciation (depreciation) of investments 1,090 ____________ Net increase (decrease) in net assets resulting from operations 1,524 Changes from principal transactions: Purchase payments (36) Contract distributions and terminations (188) Transfer payments from (to) Fixed Accounts and other Divisions (309) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions (533) ____________ Total increase (decrease) 991 ____________ NET ASSETS AT DECEMBER 31, 1998 $7,707 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value Equity Division ____________ NET ASSETS AT JANUARY 1, 1997 $42,861 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 5,696 Net realized gain (loss) on investments 898 Net unrealized appreciation (depreciation) of investments 5,129 ____________ Net increase (decrease) in net assets resulting from operations 11,723 Changes from principal transactions: Purchase payments 16,881 Contract distributions and terminations (5,181) Transfer payments from (to) Fixed Accounts and other Divisions 10,573 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 168 ____________ Increase (decrease) in net assets derived from principal transactions 22,441 ____________ Total increase (decrease) 34,164 ____________ NET ASSETS AT DECEMBER 31, 1997 77,025
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value Equity Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $1,994 Net realized gain (loss) on investments 1,237 Net unrealized appreciation (depreciation) of investments (4,208) ____________ Net increase (decrease) in net assets resulting from operations (977) Changes from principal transactions: Purchase payments 51,484 Contract distributions and terminations (7,869) Transfer payments from (to) Fixed Accounts and other Divisions 6,521 Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions 50,146 ____________ Total increase (decrease) 49,169 ____________ NET ASSETS AT DECEMBER 31, 1998 $126,194 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Equity Division ____________ NET ASSETS AT JANUARY 1, 1997 $29,858 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 1,752 Net realized gain (loss) on investments 1,180 Net unrealized appreciation (depreciation) of investments 4,847 ____________ Net increase (decrease) in net assets resulting from operations 7,779 Changes from principal transactions: Purchase payments 9,853 Contract distributions and terminations (4,107) Transfer payments from (to) Fixed Accounts and other Divisions 6,920 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 134 ____________ Increase (decrease) in net assets derived from principal transactions 12,800 ____________ Total increase (decrease) 20,579 ____________ NET ASSETS AT DECEMBER 31, 1997 50,437
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Strategic Equity Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,586 Net realized gain (loss) on investments 1,365 Net unrealized appreciation (depreciation) of investments (6,078) ____________ Net increase (decrease) in net assets resulting from operations (1,127) Changes from principal transactions: Purchase payments 25,972 Contract distributions and terminations (5,201) Transfer payments from (to) Fixed Accounts and other Divisions 1,265 Addition to assets retained in the Account by Golden American Life Insurance Company 2 ____________ Increase (decrease) in net assets derived from principal transactions 22,038 ____________ Total increase (decrease) 20,911 ____________ NET ASSETS AT DECEMBER 31, 1998 $71,348 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Small Cap Division ____________ NET ASSETS AT JANUARY 1, 1997 $33,056 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) (754) Net realized gain (loss) on investments (174) Net unrealized appreciation (depreciation) of investments 4,543 ____________ Net increase (decrease) in net assets resulting from operations 3,615 Changes from principal transactions: Purchase payments 13,691 Contract distributions and terminations (3,143) Transfer payments from (to) Fixed Accounts and other Divisions 5,487 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 19 ____________ Increase (decrease) in net assets derived from principal transactions 16,054 ____________ Total increase (decrease) 19,669 ____________ NET ASSETS AT DECEMBER 31, 1997 52,725
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Small Cap Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1,343) Net realized gain (loss) on investments 2,148 Net unrealized appreciation (depreciation) of investments 15,952 ____________ Net increase (decrease) in net assets resulting from operations 16,757 Changes from principal transactions: Purchase payments 44,851 Contract distributions and terminations (6,104) Transfer payments from (to) Fixed Accounts and other Divisions 16,010 Addition to assets retained in the Account by Golden American Life Insurance Company 6 ____________ Increase (decrease) in net assets derived from principal transactions 54,763 ____________ Total increase (decrease) 71,520 ____________ NET ASSETS AT DECEMBER 31, 1998 $124,245 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Managed Global Division ____________ NET ASSETS AT JANUARY 1, 1997 $86,266 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 6,640 Net realized gain (loss) on investments 2,841 Net unrealized appreciation (depreciation) of investments (883) ____________ Net increase (decrease) in net assets resulting from operations 8,598 Changes from principal transactions: Purchase payments 17,472 Contract distributions and terminations (12,081) Transfer payments from (to) Fixed Accounts and other Divisions 4,438 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company (12) ____________ Increase (decrease) in net assets derived from principal transactions 9,817 ____________ Total increase (decrease) 18,415 ____________ NET ASSETS AT DECEMBER 31, 1997 104,681
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Managed Global Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,296 Net realized gain (loss) on investments 7,634 Net unrealized appreciation (depreciation) of investments 16,611 ____________ Net increase (decrease) in net assets resulting from operations 27,541 Changes from principal transactions: Purchase payments 11,958 Contract distributions and terminations (13,329) Transfer payments from (to) Fixed Accounts and other Divisions (176) Addition to assets retained in the Account by Golden American Life Insurance Company 9 ____________ Increase (decrease) in net assets derived from principal transactions (1,538) ____________ Total increase (decrease) 26,003 ____________ NET ASSETS AT DECEMBER 31, 1998 $130,684 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth Division ____________ NET ASSETS AT JANUARY 1, 1997 $4,571 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 612 Net realized gain (loss) on investments 57 Net unrealized appreciation (depreciation) of investments 912 ____________ Net increase (decrease) in net assets resulting from operations 1,581 Changes from principal transactions: Purchase payments 8,980 Contract distributions and terminations (580) Transfer payments from (to) Fixed Accounts and other Divisions 5,763 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 46 ____________ Increase (decrease) in net assets derived from principal transactions 14,209 ____________ Total increase (decrease) 15,790 ____________ NET ASSETS AT DECEMBER 31, 1997 20,361
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Mid-Cap Growth Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $3,991 Net realized gain (loss) on investments 899 Net unrealized appreciation (depreciation) of investments 6,574 ____________ Net increase (decrease) in net assets resulting from operations 11,464 Changes from principal transactions: Purchase payments 66,121 Contract distributions and terminations (3,065) Transfer payments from (to) Fixed Accounts and other Divisions 21,962 Addition to assets retained in the Account by Golden American Life Insurance Company 1 ____________ Increase (decrease) in net assets derived from principal transactions 85,019 ____________ Total increase (decrease) 96,483 ____________ NET ASSETS AT DECEMBER 31, 1998 $116,844 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth & Income Division ____________ NET ASSETS AT JANUARY 1, 1997 $8,275 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 3,057 Net realized gain (loss) on investments 177 Net unrealized appreciation (depreciation) of investments 980 ____________ Net increase (decrease) in net assets resulting from operations 4,214 Changes from principal transactions: Purchase payments 22,706 Contract distributions and terminations (1,861) Transfer payments from (to) Fixed Accounts and other Divisions 11,481 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 107 ____________ Increase (decrease) in net assets derived from principal transactions 32,433 ____________ Total increase (decrease) 36,647 ____________ NET ASSETS AT DECEMBER 31, 1997 44,922
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth & Income Division ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $2,904 Net realized gain (loss) on investments 911 Net unrealized appreciation (depreciation) of investments 7,679 ____________ Net increase (decrease) in net assets resulting from operations 11,494 Changes from principal transactions: Purchase payments 105,760 Contract distributions and terminations (7,503) Transfer payments from (to) Fixed Accounts and other Divisions 24,270 Addition to assets retained in the Account by Golden American Life Insurance Company 7 ____________ Increase (decrease) in net assets derived from principal transactions 122,534 ____________ Total increase (decrease) 134,028 ____________ NET ASSETS AT DECEMBER 31, 1998 $178,950 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Research Division (b) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $801 Net realized gain (loss) on investments 19 Net unrealized appreciation (depreciation) of investments 388 ____________ Net increase (decrease) in net assets resulting from operations 1,208 Changes from principal transactions: Purchase payments 19,514 Contract distributions and terminations (534) Transfer payments from (to) Fixed Accounts and other Divisions 14,044 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 170 ____________ Increase (decrease) in net assets derived from principal transactions 33,194 ____________ Total increase (decrease) 34,402 ____________ NET ASSETS AT DECEMBER 31, 1997 34,402
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Research Division (b) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $10,068 Net realized gain (loss) on investments 972 Net unrealized appreciation (depreciation) of investments 16,878 ____________ Net increase (decrease) in net assets resulting from operations 27,918 Changes from principal transactions: Purchase payments 167,295 Contract distributions and terminations (6,740) Transfer payments from (to) Fixed Accounts and other Divisions 60,643 Addition to assets retained in the Account by Golden American Life Insurance Company 11 ____________ Increase (decrease) in net assets derived from principal transactions 221,209 ____________ Total increase (decrease) 249,127 ____________ NET ASSETS AT DECEMBER 31, 1998 $283,529 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Total Return Division (a) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $687 Net realized gain (loss) on investments 18 Net unrealized appreciation (depreciation) of investments 412 ____________ Net increase (decrease) in net assets resulting from operations 1,117 Changes from principal transactions: Purchase payments 15,427 Contract distributions and terminations (602) Transfer payments from (to) Fixed Accounts and other Divisions 10,193 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 96 ____________ Increase (decrease) in net assets derived from principal transactions 25,114 ____________ Total increase (decrease) 26,231 ____________ NET ASSETS AT DECEMBER 31, 1997 26,231
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Total Return Division (a) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $9,099 Net realized gain (loss) on investments 185 Net unrealized appreciation (depreciation) of investments 1,028 ____________ Net increase (decrease) in net assets resulting from operations 10,312 Changes from principal transactions: Purchase payments 156,492 Contract distributions and terminations (7,889) Transfer payments from (to) Fixed Accounts and other Divisions 42,666 Addition to assets retained in the Account by Golden American Life Insurance Company 23 ____________ Increase (decrease) in net assets derived from principal transactions 191,292 ____________ Total increase (decrease) 201,604 ____________ NET ASSETS AT DECEMBER 31, 1998 $227,835 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value + Growth Division (b) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($137) Net realized gain (loss) on investments 515 Net unrealized appreciation (depreciation) of investments (1,430) ____________ Net increase (decrease) in net assets resulting from operations (1,052) Changes from principal transactions: Purchase payments 15,158 Contract distributions and terminations (431) Transfer payments from (to) Fixed Accounts and other Divisions 9,404 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 99 ____________ Increase (decrease) in net assets derived from principal transactions 24,230 ____________ Total increase (decrease) 23,178 ____________ NET ASSETS AT DECEMBER 31, 1997 23,178
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Value + Growth Division (b) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $4,697 Net realized gain (loss) on investments (807) Net unrealized appreciation (depreciation) of investments 15,417 ____________ Net increase (decrease) in net assets resulting from operations 19,307 Changes from principal transactions: Purchase payments 77,977 Contract distributions and terminations (3,834) Transfer payments from (to) Fixed Accounts and other Divisions 26,430 Addition to assets retained in the Account by Golden American Life Insurance Company 10 ____________ Increase (decrease) in net assets derived from principal transactions 100,583 ____________ Total increase (decrease) 119,890 ____________ NET ASSETS AT DECEMBER 31, 1998 $143,068 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Fixed Income Division (g) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $9 Net realized gain (loss) on investments (1) Net unrealized appreciation (depreciation) of investments (10) ____________ Net increase (decrease) in net assets resulting from operations (2) Changes from principal transactions: Purchase payments 190 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 18 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 208 ____________ Total increase (decrease) 206 ____________ NET ASSETS AT DECEMBER 31, 1997 206
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Global Fixed Income Division (g) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $174 Net realized gain (loss) on investments 216 Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 390 Changes from principal transactions: Purchase payments 5,820 Contract distributions and terminations (219) Transfer payments from (to) Fixed Accounts and other Divisions 3,331 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 8,932 ____________ Total increase (decrease) 9,322 ____________ NET ASSETS AT DECEMBER 31, 1998 $9,528 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Develop- ing World Division (h) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Develop- ing World Division (h) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($22) Net realized gain (loss) on investments (266) Net unrealized appreciation (depreciation) of investments 149 ____________ Net increase (decrease) in net assets resulting from operations (139) Changes from principal transactions: Purchase payments 2,757 Contract distributions and terminations (34) Transfer payments from (to) Fixed Accounts and other Divisions 1,928 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 4,651 ____________ Total increase (decrease) 4,512 ____________ NET ASSETS AT DECEMBER 31, 1998 $4,512 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth Oppor- tunities Division (h) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Growth Oppor- tunities Division (h) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($8) Net realized gain (loss) on investments (235) Net unrealized appreciation (depreciation) of investments 349 ____________ Net increase (decrease) in net assets resulting from operations 106 Changes from principal transactions: Purchase payments 4,097 Contract distributions and terminations (45) Transfer payments from (to) Fixed Accounts and other Divisions (27) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 4,025 ____________ Total increase (decrease) 4,131 ____________ NET ASSETS AT DECEMBER 31, 1998 $4,131 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO High Yield Bond Division (j) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO High Yield Bond Division (j) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $817 Net realized gain (loss) on investments (318) Net unrealized appreciation (depreciation) of investments (18) ____________ Net increase (decrease) in net assets resulting from operations 481 Changes from principal transactions: Purchase payments 32,399 Contract distributions and terminations (912) Transfer payments from (to) Fixed Accounts and other Divisions 14,150 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 45,637 ____________ Total increase (decrease) 46,118 ____________ NET ASSETS AT DECEMBER 31, 1998 $46,118 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Growth and Income Division (i) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments -- Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions -- ____________ Total increase (decrease) -- ____________ NET ASSETS AT DECEMBER 31, 1997 --
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
PIMCO StocksPLUS Growth and Income Division (i) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $814 Net realized gain (loss) on investments (97) Net unrealized appreciation (depreciation) of investments 4,255 ____________ Net increase (decrease) in net assets resulting from operations 4,972 Changes from principal transactions: Purchase payments 29,368 Contract distributions and terminations (361) Transfer payments from (to) Fixed Accounts and other Divisions 17,822 Addition to assets retained in the Account by Golden American Life Insurance Company 1 ____________ Increase (decrease) in net assets derived from principal transactions 46,830 ____________ Total increase (decrease) 51,802 ____________ NET ASSETS AT DECEMBER 31, 1998 $51,802 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Appre- ciation Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $15 Net realized gain (loss) on investments 1 Net unrealized appreciation (depreciation) of investments (9) ____________ Net increase (decrease) in net assets resulting from operations 7 Changes from principal transactions: Purchase payments 256 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 256 ____________ Total increase (decrease) 263 ____________ NET ASSETS AT DECEMBER 31, 1997 263
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Appre- ciation Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $30 Net realized gain (loss) on investments 3 Net unrealized appreciation (depreciation) of investments 52 ____________ Net increase (decrease) in net assets resulting from operations 85 Changes from principal transactions: Purchase payments 595 Contract distributions and terminations (21) Transfer payments from (to) Fixed Accounts and other Divisions 52 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 626 ____________ Total increase (decrease) 711 ____________ NET ASSETS AT DECEMBER 31, 1998 $974 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney High Income Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1) Net realized gain (loss) on investments 1 Net unrealized appreciation (depreciation) of investments 3 ____________ Net increase (decrease) in net assets resulting from operations 3 Changes from principal transactions: Purchase payments 206 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions -- Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 206 ____________ Total increase (decrease) 209 ____________ NET ASSETS AT DECEMBER 31, 1997 209
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney High Income Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $36 Net realized gain (loss) on investments 8 Net unrealized appreciation (depreciation) of investments (66) ____________ Net increase (decrease) in net assets resulting from operations (22) Changes from principal transactions: Purchase payments 530 Contract distributions and terminations (15) Transfer payments from (to) Fixed Accounts and other Divisions 104 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 619 ____________ Total increase (decrease) 597 ____________ NET ASSETS AT DECEMBER 31, 1998 $806 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Large Cap Value Division (c) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($1) Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments 7 ____________ Net increase (decrease) in net assets resulting from operations 6 Changes from principal transactions: Purchase payments 204 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 5 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 209 ____________ Total increase (decrease) 215 ____________ NET ASSETS AT DECEMBER 31, 1997 215
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Large Cap Value Division (c) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $14 Net realized gain (loss) on investments 2 Net unrealized appreciation (depreciation) of investments 3 ____________ Net increase (decrease) in net assets resulting from operations 19 Changes from principal transactions: Purchase payments 429 Contract distributions and terminations (5) Transfer payments from (to) Fixed Accounts and other Divisions 43 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 467 ____________ Total increase (decrease) 486 ____________ NET ASSETS AT DECEMBER 31, 1998 $701 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Inter- national Equity Division (d) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments ($5) ____________ Net increase (decrease) in net assets resulting from operations (5) Changes from principal transactions: Purchase payments 99 Contract distributions and terminations -- Transfer payments from (to) Fixed Accounts and other Divisions 2 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 101 ____________ Total increase (decrease) 96 ____________ NET ASSETS AT DECEMBER 31, 1997 96
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Inter- national Equity Division (d) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($3) Net realized gain (loss) on investments (1) Net unrealized appreciation (depreciation) of investments (2) ____________ Net increase (decrease) in net assets resulting from operations (6) Changes from principal transactions: Purchase payments 178 Contract distributions and terminations (4) Transfer payments from (to) Fixed Accounts and other Divisions 62 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 236 ____________ Total increase (decrease) 230 ____________ NET ASSETS AT DECEMBER 31, 1998 $326 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Money Market Division (e) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) -- Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations -- Changes from principal transactions: Purchase payments $183 Contract distributions and terminations (1) Transfer payments from (to) Fixed Accounts and other Divisions (1) Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 181 ____________ Total increase (decrease) 181 ____________ NET ASSETS AT DECEMBER 31, 1997 181
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Smith Barney Money Market Division (e) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $14 Net realized gain (loss) on investments -- Net unrealized appreciation (depreciation) of investments -- ____________ Net increase (decrease) in net assets resulting from operations 14 Changes from principal transactions: Purchase payments 565 Contract distributions and terminations (25) Transfer payments from (to) Fixed Accounts and other Divisions (417) Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 123 ____________ Total increase (decrease) 137 ____________ NET ASSETS AT DECEMBER 31, 1998 $318 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division (f) ____________ NET ASSETS AT JANUARY 1, 1997 -- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $81 Net realized gain (loss) on investments (12) Net unrealized appreciation (depreciation) of investments (93) ____________ Net increase (decrease) in net assets resulting from operations (24) Changes from principal transactions: Purchase payments 1,825 Contract distributions and terminations (2) Transfer payments from (to) Fixed Accounts and other Divisions 182 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 2,005 ____________ Total increase (decrease) 1,981 ____________ NET ASSETS AT DECEMBER 31, 1997 1,981
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Inter- national Equity Division (f) ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) ($179) Net realized gain (loss) on investments (556) Net unrealized appreciation (depreciation) of investments 1,647 ____________ Net increase (decrease) in net assets resulting from operations 912 Changes from principal transactions: Purchase payments 41,775 Contract distributions and terminations (940) Transfer payments from (to) Fixed Accounts and other Divisions 6,037 Addition to assets retained in the Account by Golden American Life Insurance Company -- ____________ Increase (decrease) in net assets derived from principal transactions 46,872 ____________ Total increase (decrease) 47,784 ____________ NET ASSETS AT DECEMBER 31, 1998 $49,765 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Combined ____________ NET ASSETS AT JANUARY 1, 1997 $1,184,573 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) 81,285 Net realized gain (loss) on investments 31,070 Net unrealized appreciation (depreciation) of investments 75,558 ____________ Net increase (decrease) in net assets resulting from operations 187,913 Changes from principal transactions: Purchase payments 304,259 Contract distributions and terminations (184,701) Transfer payments from (to) Fixed Accounts and other Divisions 111,251 Addition to (reallocation from) assets retained in the Account by Golden American Life Insurance Company 976 ____________ Increase (decrease) in net assets derived from principal transactions 231,785 ____________ Total increase (decrease) 419,698 ____________ NET ASSETS AT DECEMBER 31, 1997 1,604,271
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED (CONTINUED) (DOLLARS IN THOUSANDS)
Combined ____________ INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss) $125,356 Net realized gain (loss) on investments 22,265 Net unrealized appreciation (depreciation) of investments 39,447 ____________ Net increase (decrease) in net assets resulting from operations 187,068 Changes from principal transactions: Purchase payments 1,536,754 Contract distributions and terminations (247,928) Transfer payments from (to) Fixed Accounts and other Divisions 237,766 Addition to assets retained in the Account by Golden American Life Insurance Company 274 ____________ Increase (decrease) in net assets derived from principal transactions 1,526,866 ____________ Total increase (decrease) 1,713,934 ____________ NET ASSETS AT DECEMBER 31, 1998 $3,318,205 ============ (a) Commencement of operations, February 3, 1997 (b) Commencement of operations, February 4, 1997 (c) Commencement of operations, August 26, 1997 (d) Commencement of operations, September 18, 1997 (e) Commencement of operations, September 24, 1997 (f) Commencement of operations, October 9, 1997 (g) Commencement of operations, October 24, 1997 (h) Commencement of operations, March 2, 1998 (i) Commencement of operations, May 8, 1998 (j) Commencement of operations, May 11, 1998
See accompanying notes. GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 1 - ORGANIZATION Golden American Life Insurance Company Separate Account B (the "Account") was established by Golden American Life Insurance Company ("Golden American") to support the operations of variable annuity contracts ("Contracts"). Golden American is primarily engaged in the issuance of variable insurance products and is licensed as a life insurance company in the District of Columbia and all states except New York. The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. Golden American provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the Golden American Guaranteed Interest Division, the Golden American Fixed Interest Division and the Fixed Separate Account, which are not part of the Account, as directed by the Contractowners. The portion of the Account's assets applicable to Contracts will not be chargeable with liabilities arising out of any other business Golden American may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of Golden American. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of Golden American. During 1998, the Account had GoldenSelect Contracts and Granite PrimElite Contracts. GoldenSelect Contracts sold by Golden American during 1998 include DVA 100, DVA Series 100, DVA PLUS, ACCESS, PREMIUM PLUS and ESII. During 1998, the Account had GoldenSelect Contracts (DVA 80) which were no longer being sold. At December 31, 1998, the Account had, under GoldenSelect Contracts, twenty- six investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets, All-Growth, Real Estate, Fully Managed, Multiple Allocation, Capital Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth (formerly OTC), Growth & Income, Research, Total Return, Value + Growth, Global Fixed Income, Developing World, Growth Opportunities, PIMCO High Yield Bond, PIMCO StocksPLUS Growth and Income and International Equity Divisions ("Divisions"). The Account also had, under Granite PrimElite Contracts, eight investment divisions: Mid-Cap Growth (formerly OTC), Research, Total Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value (formerly Smith Barney Income and Growth), Smith Barney International Equity and Smith Barney Money Market Divisions (collectively with the divisions noted above, "Divisions"). The assets in each Division are invested in shares of a designated series ("Series," which may also be referred to as "Portfolio") of mutual funds, The GCG Trust, the Travelers Series Fund Inc., the Greenwich Street Series Fund Inc. (formerly the Smith Barney Series Fund Inc.), the Warburg Pincus Trust or the PIMCO Variable Insurance Trust (the "Trusts"). The Account also includes The Fund For Life Division, which is not included in the accompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994. Prior to August 14, 1998, the Account also had certain investment divisions available from the Equi-Select Series Trust. In an effort to consolidate operations, Golden American requested permission from the Securities and Exchange Commission ("SEC") to substitute shares of each Portfolio of the Equi-Select Series Trust with shares of a similar Series of The GCG Trust. On August 14, 1998, after approval from the SEC, shares of each Portfolio of the Equi-Select Series Trust were substituted with shares of a similar Series of The GCG Trust. The consolidation resulted in the following Series being substituted from The GCG Trust:
Equi-Select Series Trust The GCG Trust Investment Division Investment Division ___________________________ ___________________________ International Fixed Income Global Fixed Income OTC Mid-Cap Growth Research Research Total Return Total Return Value + Growth Value + Growth Growth & Income Growth & Income
The Market Manager Division was open for investment for only a brief period during 1994 and 1995. This Division is now closed and Contractowners are not permitted to direct their investments into this Division. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of the Account: USE OF ESTIMATES: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. INVESTMENTS: Investments are made in shares of a Series or Portfolio of the Trusts and are valued at the net asset value per share of the respective Series or Portfolio of the Trusts. Investment transactions in each Series or Portfolio of the Trusts are recorded on the trade date. Distributions of net investment income and capital gains from each Series or Portfolio of the Trusts are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Series or Portfolio of the Trusts are determined on the specific identification basis. FEDERAL INCOME TAXES: Operations of the Account form a part of, and are taxed with, the total operations of Golden American which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the Contractowners are excluded in the determination of the federal income tax liability of Golden American. NOTE 3 - CHARGES AND FEES The DVA PLUS, ACCESS and the PREMIUM PLUS each have three different death benefit options referred to as Standard, Annual Ratchet and 7% Solution; however, in the state of Washington, the 5.5% Solution is offered instead of the 7% Solution. Granite PrimElite has two death benefit options referred to as Standard and Annual Ratchet. Golden American discontinued external sales of DVA 80 in May 1991. In December 1995, Golden American also discontinued external sales of DVA 100, however, the DVA 100 contracts continue to be available to Golden American employees and agents. Under the terms of the Contracts, certain charges are allocated to the Contracts to cover Golden American's expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges: MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge from the assets of the Account. Daily charges deducted at annual rates to cover these risks are as follows:
Series Annual Rates __________________________________ __________________ DVA 80 0.80% DVA 100 0.90 DVA Series 100 1.25 DVA PLUS - Standard 1.10 DVA PLUS - Annual Ratchet 1.25 DVA PLUS - 5.5% Solution 1.25 DVA PLUS - 7% Solution 1.40 ACCESS - Standard 1.25 ACCESS - Annual Ratchet 1.40 ACCESS - 5.5% Solution 1.40 ACCESS - 7% Solution 1.55 PREMIUM PLUS - Standard 1.25 PREMIUM PLUS - Annual Ratchet 1.40 PREMIUM PLUS - 5.5% Solution 1.40 PREMIUM PLUS - 7% Solution 1.55 ES II 1.25 Granite PrimElite - Standard 1.10 Granite PrimElite - Annual Ratchet 1.25
ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of .10% is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts. A daily charge at an annual rate of .15% is deducted from the assets attributable to the DVA PLUS, ACCESS, PREMIUM PLUS, ESII and Granite PrimElite Contracts. ADMINISTRATIVE CHARGES: An administrative charge is deducted from the accumulation value of Deferred Annuity Contracts to cover ongoing administrative expenses. The charge is $30 per Contract year for ES II contracts. For all other Contracts the charge is $40. The charge is incurred at the beginning of the Contract processing period and deducted at the end of the Contract processing period. This charge has been waived for certain offerings of the Contracts. MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a minimum death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death benefit per Contract year is deducted from the accumulation value of Deferred Annuity Contracts on each Contract anniversary date. CONTINGENT DEFERRED SALES CHARGES: Under DVA PLUS, PREMIUM PLUS, ES II and Granite PrimElite Contracts, a contingent deferred sales charge ("Surrender Charge") is imposed as a percentage of each premium payment if the Contract is surrendered or an excess partial withdrawal is taken. The following table reflects the surrender charge that is assessed, based upon the date a premium payment is received.
Complete Years Elapsed Since Premium Payment Surrender Charge _____________________ _______________________________________________________ PREMIUM Granite DVA PLUS PLUS ES II PrimElite _____________ _____________ _____________ _____________ 0 7% 8% 8% 7% 1 7 8 7 7 2 6 8 6 6 3 5 8 5 5 4 4 7 4 4 5 3 6 3 3 6 1 5 2 1 7 -- 3 1 -- 8 -- 1 -- -- 9+ -- -- -- --
OTHER CONTRACT CHARGES: Under DVA 80, DVA 100 and DVA Series 100 Contracts, a charge is deducted from the accumulation value for Contracts taking more than one conventional partial withdrawal during a Contract year. For DVA 80 and DVA 100 Contracts, annual distribution fees are deducted from the Contract accumulation values. DEFERRED SALES LOAD: Under Contracts offered prior to October 1995, a sales load of up to 7.5% was assessed against each premium payment for sales- related expenses as specified in the Contracts. For DVA Series 100, the sales load is deducted in equal annual installments over the period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA 100 Contracts, although the sales load is chargeable to each premium when it is received by Golden American, the amount of such charge is initially advanced by Golden American to Contractowners and included in the accumulation value and then deducted in equal installments on each Contract anniversary date over a period of six years. Upon surrender of the Contract, the unamortized deferred sales load is deducted from the accumulation value by Golden American. In addition, when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales load is deducted. PREMIUM TAXES: For certain Contracts, premium taxes are deducted, where applicable, from the accumulation value of each Contract. The amount and timing of the deduction depend on the annuitant's state of residence and currently ranges up to 3.5% of premiums. FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various types of Contracts are currently waived by Golden American. Golden American reserves the right to discontinue these waivers at its discretion or to conform with changes in the law. A summary of the net assets retained in the Account, representing the unamortized deferred sales load and premium taxes advanced by Golden American previously noted, follows:
YEAR ENDED DECEMBER 31 ___________________________________ 1998 1997 _______________ _________________ (DOLLARS IN THOUSANDS) Balance at beginning of year $17,009 $26,612 Sales load advanced 274 616 Premium tax advanced -- 7 Net transfer from Fixed Account and other Divisions -- 353 Amortization of deferred sales load and premium tax (8,280) (10,579) _______________ _________________ Balance at end of year $9,003 $17,009 =============== =================
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES The aggregate cost of purchases and proceeds from sales of investments were as follows:
YEAR ENDED DECEMBER 31 _________________________ 1998 _________________________ PURCHASES SALES _________________________ (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $570,537 $452,115 Limited Maturity Bond Series 71,742 22,970 Hard Assets Series 17,730 17,975 All-Growth Series 16,647 13,146 Real Estate Series 29,007 13,733 Fully Managed Series 83,688 7,148 Multiple Allocation Series 52,037 32,159 Capital Appreciation Series 83,259 17,034 Rising Dividends Series 270,955 7,361 Emerging Markets Series 2,644 7,107 Market Manager Series 342 292 Value Equity Series 58,297 6,136 Strategic Equity Series 31,008 5,375 Small Cap Series 63,182 9,735 Managed Global Series 41,119 39,355 Mid-Cap Growth Series 97,494 8,444 Growth & Income Series 132,350 6,850 Research Series 237,915 6,540 Total Return Series 202,032 1,560 Value + Growth Series 119,241 13,912 Global Fixed Income Series 14,270 5,161 Developing World Series 7,293 2,662 Growth Opportunities Series 7,214 3,196 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio 52,726 6,256 PIMCO StocksPLUS Growth and Income Portfolio 49,898 2,237 Greenwich Street Series Fund Inc.: Appreciation Portfolio 739 82 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 878 222 Smith Barney Large Cap Value Porfolio 513 32 Smith Barney International Equity Portfolio 245 12 Smith Barney Money Market Portfolio 630 494 Warburg Pincus Trust: International Equity Portfolio 370,938 324,226 _________________________ COMBINED $2,686,570 $1,033,527 =========================
YEAR ENDED DECEMBER 31 _________________________ 1997 _________________________ PURCHASES SALES _________________________ (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $94,848 $75,062 Limited Maturity Bond Series 12,572 13,891 Hard Assets Series 21,526 12,693 All-Growth Series 7,468 14,683 Real Estate Series 24,254 8,239 Fully Managed Series 27,691 11,768 Multiple Allocation Series 30,819 55,031 Capital Appreciation Series 41,409 24,135 Rising Dividends Series 63,949 8,887 Emerging Markets Series 8,023 6,846 Market Manager Series 467 623 Value Equity Series 32,557 4,409 Strategic Equity Series 19,475 4,918 Small Cap Series 25,870 10,563 Managed Global Series 37,985 21,524 Mid-Cap Growth Series 18,373 3,328 Growth & Income Series 37,291 1,763 Research Series 34,430 419 Total Return Series 26,167 354 Value + Growth Series 30,053 5,950 Global Fixed Income Series 224 7 Developing World Series -- -- Growth Opportunities Series -- -- PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio -- -- PIMCO StocksPLUS Growth and Income Portfolio -- -- Greenwich Street Series Fund Inc.: Appreciation Portfolio 283 12 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 216 11 Smith Barney Large Cap Value Porfolio 210 1 Smith Barney International Equity Portfolio 103 2 Smith Barney Money Market Portfolio 194 12 Warburg Pincus Trust: International Equity Portfolio 2,146 59 _________________________ COMBINED $598,603 $285,190 =========================
NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS Contractowners' transactions shown in the following table reflect gross inflows ("Purchases") and outflows ("Sales") in units for each Division. The activity includes Contractowners electing to update a DVA 100 or DVA Series 100 Contract to a DVA PLUS Contract. Updates to DVA PLUS Contracts resulted in both a sale (surrender of the old Contract) and a purchase (acquisition of the new Contract). All of the purchase transactions for the Market Manager Division resulted from such updates.
YEAR ENDED DECEMBER 31 _________________________ 1998 _________________________ PURCHASES SALES _________________________ Liquid Asset Division 46,713,872 38,496,936 Limited Maturity Bond Division 5,263,273 2,390,944 Hard Assets Division 1,390,271 1,503,254 All-Growth Division 1,876,296 1,557,867 Real Estate Division 1,269,259 1,003,769 Fully Managed Division 4,432,536 1,393,191 Multiple Allocation Division 2,439,316 2,628,892 Capital Appreciation Division 3,704,327 1,712,022 Rising Dividends Division 13,285,423 1,798,264 Emerging Markets Division 737,697 1,279,884 Market Manager Division 16,579 26,443 Value Equity Division 3,639,566 936,377 Strategic Equity Division 2,329,825 828,876 Small Cap Division 5,737,867 1,727,666 Managed Global Division 3,637,963 3,808,355 Mid-Cap Growth Division 5,201,859 1,073,702 Growth & Income Division 8,700,243 1,061,928 Research Division 11,776,149 1,145,700 Total Return Division 11,841,572 542,519 Value + Growth Division 8,862,606 1,834,396 Global Fixed Income Division 1,199,981 486,199 Developing World Division 1,034,819 414,729 Growth Opportunities Division 801,993 373,469 PIMCO High Yield Bond Division 5,575,890 995,489 PIMCO StocksPLUS Growth and Income Division 5,235,676 567,893 Appreciation Division 45,518 5,062 Smith Barney High Income Division 59,777 15,706 Smith Barney Large Cap Value Division 25,818 1,496 Smith Barney International Equity Division 13,627 659 Smith Barney Money Market Division 55,074 43,687 International Equity Division 34,755,360 31,779,305 _________________________ COMBINED 191,660,032 101,434,679 =========================
YEAR ENDED DECEMBER 31 _________________________ 1997 _________________________ PURCHASES SALES _________________________ Liquid Asset Division 8,859,035 7,508,736 Limited Maturity Bond Division 814,102 1,099,923 Hard Assets Division 955,532 934,748 All-Growth Division 902,597 1,467,510 Real Estate Division 1,165,038 633,059 Fully Managed Division 1,588,523 1,271,492 Multiple Allocation Division 858,882 3,296,283 Capital Appreciation Division 1,899,517 1,801,059 Rising Dividends Division 4,263,972 1,391,248 Emerging Markets Division 1,231,916 1,082,071 Market Manager Division -- 31,196 Value Equity Division 1,792,574 522,420 Strategic Equity Division 1,539,555 551,638 Small Cap Division 3,022,647 1,720,403 Managed Global Division 3,674,935 2,873,007 Mid-Cap Growth Division 1,166,129 357,910 Growth & Income Division 2,623,649 368,883 Research Division 1,962,393 137,427 Total Return Division 1,683,989 52,603 Value + Growth Division 2,598,824 818,375 Global Fixed Income Division 18,902 1,482 Developing World Division -- -- Growth Opportunities Division -- -- PIMCO High Yield Bond Division -- -- PIMCO StocksPLUS Growth and Income Division -- -- Appreciation Division 19,581 822 Smith Barney High Income Division 15,972 739 Smith Barney Large Cap Value Division 12,176 39 Smith Barney International Equity Division 7,216 138 Smith Barney Money Market Division 17,685 1,114 International Equity Division 208,851 9,015 _________________________ COMBINED 42,904,192 27,933,340 =========================
NOTE 6 - NET ASSETS Investments at net asset value less the payable to Golden American Life Insurance Company for charges and fees at December 31, 1998 consisted of the following:
Limited Liquid Maturity Hard All- Asset Bond Assets Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $166,620 $85,663 $27,056 $64,169 Accumulated net investment income (loss) and net realized gain (loss) on investments 9,139 17,885 17,001 8,405 Net unrealized appreciation (depreciation) of investments -- (716) (14,354) 9,233 _____________________________________________________ $175,759 $102,832 $29,703 $81,807 =====================================================
Real Fully Multiple Capital Estate Managed Allocation Appreciation Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $51,262 $167,589 $134,591 $146,874 Accumulated net investment income (loss) and net realized gain (loss) on investments 26,016 48,555 134,202 74,724 Net unrealized appreciation (depreciation) of investments (8,283) 10,222 5,117 34,980 _____________________________________________________ $68,995 $226,366 $273,910 $256,578 =====================================================
Rising Emerging Market Value Dividends Markets Manager Equity Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $394,953 $46,675 $2,242 $109,242 Accumulated net investment income (loss) and net realized gain (loss) on investments 26,832 (14,912) 2,060 13,560 Net unrealized appreciation (depreciation) of investments 78,831 (9,509) 3,405 3,392 _____________________________________________________ $500,616 $22,254 $7,707 $126,194 =====================================================
Strategic Small Managed Mid-Cap Equity Cap Global Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $61,578 $103,543 $90,360 $103,719 Accumulated net investment income (loss) and net realized gain (loss) on investments 8,326 (467) 20,177 5,764 Net unrealized appreciation (depreciation) of investments 1,444 21,169 20,147 7,361 _____________________________________________________ $71,348 $124,245 $130,684 $116,844 =====================================================
Growth & Total Value + Income Research Return Growth Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $162,972 $254,403 $216,406 $124,813 Accumulated net investment income (loss) and net realized gain (loss) on investments 7,050 11,860 9,989 4,268 Net unrealized appreciation (depreciation) of investments 8,928 17,266 1,440 13,987 _____________________________________________________ $178,950 $283,529 $227,835 $143,068 =====================================================
PIMCO Global Growth High Fixed Developing Oppor- Yield Income World tunities Bond Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $9,140 $4,651 $4,025 $45,637 Accumulated net investment income (loss) and net realized gain (loss) on investments 398 (288) (243) 499 Net unrealized appreciation (depreciation) of investments (10) 149 349 (18) _____________________________________________________ $9,528 $4,512 $4,131 $46,118 =====================================================
PIMCO Smith Smith StocksPLUS Barney Barney Growth and Appre- High Large Cap Income ciation Income Value Division Division Division Division _____________________________________________________ (Dollars in thousands) Unit transactions $46,830 $882 $825 $676 Accumulated net investment income (loss) and net realized gain (loss) on investments 717 49 44 15 Net unrealized appreciation (depreciation) of investments 4,255 43 (63) 10 _____________________________________________________ $51,802 $974 $806 $701 =====================================================
Smith Barney Smith Inter- Barney Inter- national Money national Equity Market Equity Division Division Division Combined _____________________________________________________ (Dollars in thousands) Unit transactions $337 $304 $48,877 $2,676,914 Accumulated net investment income (loss) and net realized gain (loss) on investments (4) 14 (666) 430,969 Net unrealized appreciation (depreciation) of investments (7) -- 1,554 210,322 _____________________________________________________ $326 $318 $49,765 $3,318,205 =====================================================
NOTE 7 - UNIT VALUES Accumulation unit value information (which is based on total assets) for units outstanding by Contract type as of December 31, 1998 were as follows:
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) LIQUID ASSET Currently payable annuity products: DVA 80 2,728 $15.19 $41 DVA 100 2,657 14.89 40 Contracts in accumulation period: DVA 80 371,896 15.19 5,650 DVA 100 1,765,308 14.89 26,288 DVA Series 100 50,601 14.38 727 DVA PLUS - Standard 489,531 14.54 7,118 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,587,645 14.33 51,394 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,964,038 14.11 41,830 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,069,965 13.88 42,610 ____________ 175,698 LIMITED MATURITY BOND Currently payable annuity products: DVA 80 8,126 17.77 144 DVA 100 17,655 17.42 307 Contracts in accumulation period: DVA 80 91,829 17.77 1,632 DVA 100 2,069,663 17.42 36,045 DVA Series 100 22,995 16.81 387 DVA PLUS - Standard 263,074 17.02 4,478 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,557,946 16.77 26,124 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,121,400 16.52 18,525 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 937,378 16.25 15,230 ____________ 102,872
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) HARD ASSETS Currently payable annuity products: DVA 80 365 $15.15 $6 DVA 100 8,649 14.85 128 Contracts in accumulation period: DVA 80 58,984 15.15 893 DVA 100 744,236 14.85 11,050 DVA Series 100 23,997 14.33 344 DVA PLUS - Standard 146,678 14.50 2,126 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 258,034 14.28 3,685 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 609,087 14.07 8,570 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 210,821 13.84 2,917 ____________ 29,719 ALL-GROWTH Currently payable annuity products: DVA 80 474 16.36 8 DVA 100 11,790 16.03 189 Contracts in accumulation period: DVA 80 72,780 16.36 1,191 DVA 100 2,382,762 16.03 38,207 DVA Series 100 23,147 15.48 358 DVA PLUS - Standard 208,260 15.66 3,261 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 645,591 15.43 9,958 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,471,156 15.20 22,355 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 422,889 14.95 6,320 ____________ 81,847
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) REAL ESTATE Currently payable annuity products: DVA 80 1,101 $23.06 $25 DVA 100 21,684 22.60 490 Contracts in accumulation period: DVA 80 33,563 23.06 774 DVA 100 1,136,778 22.60 25,692 DVA Series 100 9,562 21.82 209 DVA PLUS - Standard 170,494 22.07 3,763 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 436,867 21.74 9,498 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 914,501 21.42 19,588 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 426,516 21.07 8,985 ____________ 69,024 FULLY MANAGED Currently payable annuity products: DVA 80 2,737 21.78 60 DVA 100 60,779 21.34 1,297 Contracts in accumulation period: DVA 80 96,116 21.78 2,093 DVA 100 4,072,871 21.34 86,930 DVA Series 100 33,313 20.61 686 DVA PLUS - Standard 544,623 20.84 11,351 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,628,157 20.53 33,431 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,780,652 20.23 56,246 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,727,706 19.90 34,373 ____________ 226,467
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MULTIPLE ALLOCATION Currently payable annuity products: DVA 80 14,541 $23.26 $338 DVA 100 90,029 22.80 2,053 Contracts in accumulation period: DVA 80 405,816 23.26 9,440 DVA 100 7,709,073 22.80 175,791 DVA Series 100 64,749 22.01 1,425 DVA PLUS - Standard 395,764 22.27 8,812 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 800,489 21.94 17,560 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,980,779 21.61 42,806 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 744,366 21.26 15,822 ____________ 274,047 CAPITAL APPRECIATION Currently payable annuity products: DVA 80 7,669 25.47 195 DVA 100 44,548 25.13 1,119 Contracts in accumulation period: DVA 80 83,297 25.47 2,122 DVA 100 4,645,391 25.13 116,756 DVA Series 100 49,076 24.55 1,205 DVA PLUS - Standard 413,115 24.75 10,223 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,342,757 24.50 32,897 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,787,732 24.26 67,619 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,023,964 23.98 24,551 ____________ 256,687
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) RISING DIVIDENDS Currently payable annuity products: DVA 80 12,379 $23.31 $289 DVA 100 15,367 23.06 355 Contracts in accumulation period: DVA 80 127,116 23.31 2,962 DVA 100 4,450,237 23.06 102,628 DVA Series 100 92,161 22.64 2,086 DVA PLUS - Standard 1,199,087 22.79 27,323 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 4,591,470 22.61 103,810 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 7,386,288 22.43 165,696 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 4,305,084 22.22 95,669 ____________ 500,818 EMERGING MARKETS Currently payable annuity products: DVA 80 304 6.71 2 DVA 100 9,591 6.64 64 Contracts in accumulation period: DVA 80 68,213 6.71 458 DVA 100 1,539,408 6.64 10,224 DVA Series 100 23,813 6.52 155 DVA PLUS - Standard 266,800 6.56 1,751 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 271,025 6.51 1,765 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,177,915 6.46 7,610 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 37,134 6.40 238 ____________ 22,267
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MARKET MANAGER Contracts in accumulation period: DVA 100 332,519 $23.71 $7,884 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 7,958 23.14 184 ____________ 8,068 VALUE EQUITY Currently payable annuity products: DVA 80 409 18.73 8 DVA 100 2,145 18.58 40 Contracts in accumulation period: DVA 80 29,033 18.73 544 DVA 100 1,049,863 18.58 19,502 DVA Series 100 20,539 18.32 376 DVA PLUS - Standard 454,942 18.41 8,377 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,415,540 18.31 25,913 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,736,310 18.20 49,797 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,201,314 18.06 21,692 ____________ 126,249 STRATEGIC EQUITY Currently payable annuity products: DVA 100 34,850 14.40 502 Contracts in accumulation period: DVA 80 53,353 14.49 773 DVA 100 737,255 14.40 10,615 DVA Series 100 22,096 14.23 315 DVA PLUS - Standard 508,588 14.30 7,272 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,105,850 14.23 15,735 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,731,615 14.16 24,521 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 827,477 14.07 11,644 ____________ 71,377
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) SMALL CAP Currently payable annuity products: DVA 100 6,856 $15.55 $107 Contracts in accumulation period: DVA 80 46,417 15.65 726 DVA 100 694,347 15.55 10,801 DVA Series 100 18,405 15.39 283 DVA PLUS - Standard 446,934 15.44 6,900 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 2,476,498 15.37 38,058 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,086,639 15.30 47,219 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,326,706 15.23 20,204 ____________ 124,298 MANAGED GLOBAL Currently payable annuity products: DVA 80 295 15.46 5 DVA 100 16,286 15.27 249 Contracts in accumulation period: DVA 80 31,668 15.46 489 DVA 100 3,928,543 15.27 59,981 DVA Series 100 47,894 14.95 716 DVA PLUS - Standard 649,216 15.02 9,753 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 610,300 14.88 9,084 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,354,682 14.75 49,469 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 67,979 14.59 992 ____________ 130,738
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) MID-CAP GROWTH Contracts in accumulation period: DVA 80 31,935 $23.04 $736 DVA 100 315,603 22.84 7,210 DVA Series 100 12,309 22.50 277 DVA PLUS - Standard 173,070 22.60 3,912 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,905,008 22.43 42,722 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,527,664 22.31 34,087 Granite PrimElite - Standard 981 22.60 22 Granite PrimElite - Annual Ratchet 23,659 22.43 531 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,235,724 22.17 27,396 ____________ 116,893 GROWTH & INCOME Contracts in accumulation period: DVA 80 9,045 17.29 156 DVA 100 486,360 17.20 8,365 DVA Series 100 9,399 17.03 160 DVA PLUS - Standard 537,480 17.08 9,180 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,297,314 17.01 56,089 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,474,459 16.94 58,850 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 2,741,015 16.87 46,233 ____________ 179,033
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) RESEARCH Contracts in accumulation period: DVA 80 14,054 $23.47 $330 DVA 100 488,822 23.27 11,377 DVA Series 100 20,718 22.93 475 DVA PLUS - Standard 437,189 23.03 10,068 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,902,974 22.89 89,339 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,875,695 22.73 88,107 Granite PrimElite - Standard 3,070 23.03 71 Granite PrimElite - Annual Ratchet 38,692 22.89 886 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,674,201 22.59 82,990 ____________ 283,643 TOTAL RETURN Contracts in accumulation period: DVA 80 2,035 18.17 37 DVA 100 431,678 18.02 7,778 DVA Series 100 6,695 17.75 119 DVA PLUS - Standard 616,433 17.83 10,989 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,982,960 17.72 70,569 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 3,973,034 17.60 69,922 Granite PrimElite - Standard 10,098 17.83 180 Granite PrimElite - Annual Ratchet 32,769 17.72 581 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 3,874,737 17.49 67,753 ____________ 227,928
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) VALUE + GROWTH Contracts in accumulation period: DVA 80 35,295 $16.57 $585 DVA 100 299,829 16.47 4,940 DVA Series 100 11,112 16.31 181 DVA PLUS - Standard 362,210 16.36 5,926 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 3,293,704 16.29 53,670 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 2,452,149 16.22 39,786 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 2,354,360 16.16 38,039 ____________ 143,127 GLOBAL FIXED INCOME Contracts in accumulation period: DVA 80 1,419 13.42 19 DVA 100 13,446 13.31 179 DVA PLUS - Standard 6,337 13.17 83 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 396,068 13.09 5,184 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 119,924 13.00 1,560 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 194,008 12.92 2,506 ____________ 9,531
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) DEVELOPING WORLD Contracts in accumulation period: DVA 80 3,368 $7.32 $25 DVA 100 4,598 7.31 34 DVA PLUS - Standard 617 7.29 5 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 417,221 7.28 3,039 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 82,414 7.27 599 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 111,872 7.26 812 ____________ 4,514 GROWTH OPPORTUNITIES Contracts in accumulation period: DVA 100 13,050 9.69 126 DVA PLUS - Standard 5,235 9.67 51 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 141,597 9.65 1,367 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 126,683 9.64 1,221 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 141,959 9.63 1,367 ____________ 4,132
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) PIMCO HIGH YIELD BOND Contracts in accumulation period: DVA 80 2,973 $10.12 $30 DVA 100 107,998 10.11 1,092 DVA PLUS - Standard 213,774 10.09 2,157 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,630,971 10.08 16,440 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 1,066,219 10.07 10,737 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,558,466 10.06 15,678 ____________ 46,134 PIMCO STOCKSPLUS GROWTH AND INCOME Contracts in accumulation period: DVA 80 13,664 11.16 152 DVA 100 160,283 11.14 1,786 DVA PLUS - Standard 112,706 11.12 1,253 DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 1,527,697 11.11 16,975 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 942,738 11.10 10,465 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,910,695 11.09 21,188 ____________ 51,819
UNIT TOTAL UNIT DIVISION/CONTRACT UNITS VALUE VALUE ______________________________________________________________________________ (IN THOUSANDS) APPRECIATION Contracts in accumulation period: Granite PrimElite - Standard 1,108 $16.53 $18 Granite PrimElite - Annual Ratchet 58,107 16.47 957 ____________ 975 SMITH BARNEY HIGH INCOME Contracts in accumulation period: Granite PrimElite - Standard 12,711 13.66 174 Granite PrimElite - Annual Ratchet 46,593 13.58 633 ____________ 807 SMITH BARNEY LARGE CAP VALUE Contracts in accumulation period: Granite PrimElite - Standard 1,600 19.35 31 Granite PrimElite - Annual Ratchet 34,859 19.24 671 ____________ 702 SMITH BARNEY INTERNATIONAL EQUITY Contracts in accumulation period: Granite PrimElite - Standard 2,885 14.35 41 Granite PrimElite - Annual Ratchet 19,916 14.28 285 ____________ 326 SMITH BARNEY MONEY MARKET Contracts in accumulation period: Granite PrimElite - Standard 2,017 11.43 23 Granite PrimElite - Annual Ratchet 25,941 11.37 295 ____________ 318 INTERNATIONAL EQUITY Contracts in accumulation period: DVA PLUS - Annual Ratchet & 5.5% Solution, ACCESS - Standard, PREMIUM PLUS - Standard, ES II 2,422,075 10.29 24,919 DVA PLUS - 7% Solution, ACCESS - Annual Ratchet & 5.5% Solution, PREMIUM PLUS - Annual Ratchet & 5.5% Solution 680,861 10.32 7,025 ACCESS - 7% Solution, PREMIUM PLUS - 7% Solution 1,736,713 10.27 17,841 ____________ 49,785 _____________ ____________ COMBINED 183,098,947 $3,319,843 ============= ============
7 APPENDIX: DESCRIPTION OF BOND RATINGS Excerpts from Moody's Investors Service, Inc. ("Moody's) description of its bond ratings: Aaa: Judged to be the best quality; they carry the smallest degree of investment risk. Aa: Judged to be of high quality by all standards; together with the Aaa group, they comprise what are generally known as high grade bonds. A: Possess many favorable investment attributes and are to be considered as "upper medium grade obligations." Baa: Considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured; interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Ba: Judged to have speculative elements; their future cannot be considered as well assured. B: Generally lack characteristics of the desirable investment. Caa: Are of poor standing; such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Speculative in a high degree; often in default. C: Lowest rate class of bonds; regarded as having extremely poor prospects. Moody's also applies numerical indicators 1, 2 and 3 to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category; 2 indicates a mid-range ranking; and 3 indicates a ranking toward the lower end of the category. Excerpts from Standard & Poor's Rating Group ("Standard & Poor's") description of its bond ratings: AAA: Highest grade obligations; capacity to pay interest and repay principal is extremely strong. AA: Also qualify as high grade obligations; a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree. A: Regarded as upper medium grade; they have a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Regarded as having an adequate capacity to pay interest and repay principal; whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity than in higher rated categories - this group is the lowest which qualifies for commercial bank investment. BB, B, CCC, CC: Predominantly speculative with respect to capacity to pay interest and repay principal in accordance with terms of the obligation: BB indicates the lowest degree of speculation and CC the highest. Standard & Poor's applies indicators "+," no character, and "-" to its rating categories. The indicators show relative standing within the major rating categories. A-1 PART C -- OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS (a) (1) All financial statements are included in either the Prospectuses or the Statements of Additional Information, as indicated therein. (2) Schedules I, III, and IV follow: SCHEDULE I SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES (Dollars in thousands)
Balance Sheet December 31, 1998 Cost 1 Value Amount _______________________________________________________________________________ TYPE OF INVESTMENT Fixed maturities, available for sale: Bonds: United States government and govern- mental agencies and authorities $13,568 $13,742 $13,742 Foreign governments 2,028 2,036 2,036 Public utilities 67,710 67,809 67,809 Corporate securities 365,569 367,489 367,489 Other asset-backed securities 99,877 99,112 99,112 Mortgage-backed securities 191,020 191,797 191,797 ___________ ___________ ___________ Total fixed maturities, available for sale 739,772 741,985 741,985 Equity securities: Common stocks: industrial, miscel- laneous and all other 14,437 11,514 11,514 Mortgage loans on real estate 97,322 97,322 Policy loans 11,772 11,772 Short-term investments 41,152 41,152 ___________ ___________ Total investments $904,455 $903,745 =========== =========== Note 1: Cost is defined as original cost for common stocks, amortized cost for bonds and short-term investments, and unpaid principal for policy loans and mortgage loans on real estate, adjusted for amortization of premiums and accrual of discounts.
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION (Dollars in thousands)
Column Column Column Column Column Column A B C D E F ________________________________________________________________________________ Future Policy Other De- Benefits, Policy ferred Losses, Claims Insur- Policy Claims Un- and ance Acqui- and earned Bene- Premiums sition Loss Revenue fits and Segment Costs Expenses Reserve Payable Charges ________________________________________________________________________________ POST-MERGER ________________________________________________________________________________ Year ended December 31, 1998: Life insurance $204,979 $881,112 $3,840 -- $39,119 Period October 25, 1997 through December 31, 1997: Life insurance 12,752 505,304 1,189 $10 3,834 POST-ACQUISITION ________________________________________________________________________________ Period January 1, 1997 through October 24, 1997: Life insurance N/A N/A N/A N/A 18,288 Period August 14, 1996 through December 31, 1996: Life insurance 11,468 285,287 2,063 -- 8,768 PRE-ACQUISITION ________________________________________________________________________________ Period January 1, 1996 through August 13, 1996: Life insurance N/A N/A N/A N/A 12,259
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED (Dollars in thousands)
Column Column Column Column Column Column A G H I J K ________________________________________________________________________________ Amorti- Benefits zation Claims, of Losses Deferred Net and Policy Other Invest- Settle- Acqui- Opera- ment ment sition ting Premiums Segment Income Expenses Costs Expenses* Written ________________________________________________________________________________ POST-MERGER ________________________________________________________________________________ Year ended December 31, 1998: Life insurance $42,485 $96,968 $5,148 ($26,406) -- Period October 25, 1997 through December 31, 1997: Life insurance 5,127 7,413 892 1,137 -- POST-ACQUISITION ________________________________________________________________________________ Period January 1, 1997 through October 24, 1997: Life insurance 21,656 19,401 1,674 20,234 -- Period August 14, 1996 through December 31, 1996: Life insurance 5,795 7,003 244 8,066 -- PRE-ACQUISITION ________________________________________________________________________________ Period January 1, 1996 through August 13, 1996: Life insurance 4,990 5,270 2,436 8,847 -- *This includes policy acquisition costs deferred for first year commissions and interest bonuses, extra credit bonuses and other expenses related to the production of new business. The cost related to first year interest bonuses and the extra credit bonus are included in benefits claims, losses and settlement expenses.
SCHEDULE IV REINSURANCE
Column A Column B Column C Column D Column E Column F _______________________________________________________________________________ Percen- Assumed tage of Ceded to from Amount Gross Other Other Net Assumed Amount Companies Companies Amount to Net _______________________________________________________________________________ At December 31, 1998: Life insurance in force $181,456,000 $111,552,000 -- $69,904,000 -- ============= ============== ========= ============ ======== At December 31, 1997: Life insurance in force $149,842,000 $96,686,000 -- $53,156,000 -- ============= ============== ========= ============ ======== At December 31, 1996: Life insurance in force $86,192,000 $58,368,000 -- $27,824,000 -- ============= ============== ========= ============ ========
EXHIBITS (b) (1) Resolution of the board of directors of Depositor authorizing the establishment of the Registrant (2) Not Applicable (3) (a) Distribution Agreement between the Depositor and Directed Services, Inc. (b) Dealers Agreement (c) Organizational Agreement (d) (i) Addendum to Organizational Agreement (ii) Expense Reimbursement Agreement (e) Assignment Agreement for Organizational Agreement (4) (a) Deferred Variable Annuity Contract (b) Deferred Variable Annuity Certificate (c) Deferred Variable Annuity Contract 100 (d) Deferred Variable Annuity Certficate 100 (5) Individual Deferred Variable Annuity Application (6) (a) (i) Articles of Incorporation of Golden American Life Insurance Company (ii) Certificate of Amendment of the Restated Articles of Incorporation of Golden American Life Insurance Company (iii) Certificate of Amendment of the Restated Articles of Incorporation of MB Variable Life Insurance Company (iv) Certificate of Amendment of the Restated Articles of Incorporation of Golden American Life Insurance Company (12/28/93) (6) (b) (i) By-Laws of Golden American Life Insurance Company (ii) By-Laws of Golden American Life Insurance Company, as amended (iii) Certificate of Amendment of the By-Laws of MB Variable Life Insurance Company, as amended (iv) By-Laws of Golden American, as amended (12/21/93) (6) (c) Resolution of the board of directors for Powers of Attorney (7) Not applicable (8) (a) Participation Agreement between Golden American and PIMCO Variable Insurance Trust (b) Administrative Services Agreement between Golden American and Equitable Life Insurance Company of Iowa (1) (c) Service Agreement between Golden American and Directed Services, Inc. (1) (d) Asset Management Agreement between Golden American and ING Investment Management LLC (e) Reciprocal Loan Agreement between Golden American and ING America Insurance Holdings, Inc. (f) Revolving Note Payable between Golden American and SunTrust Bank (9) Opinion and Consent of Myles R. Tashman (10) (a) Consent of Sutherland Asbill & Brennan LLP (b) Consent of Independent Auditors (c) Consent of Myles R. Tashman, incorporated in Item 9 of this Part C, together with the Opinion of Myles R. Tashman. (11) Not applicable (12) Not applicable (13) Schedule of Performance Data (14) Not applicable (15) Powers of Attorney (16) Subsidiaries of ING Groep N.V. _______________ (1) Incorporated herein by reference to post-effective amendment No. 28 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on May 1, 1998 (File No. 33-23351). ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor Barnett Chernow Golden American Life Ins. Co. President and 1475 Dunwoody Drive Director West Chester, PA 19380 R. Brock Armstrong ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Michael W. Cunningham ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Linda B. Emory ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Phillip R. Lowery ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 Myles R. Tashman Golden American Life Ins. Co. Director, Executive 1475 Dunwoody Drive Vice President, General West Chester, PA 19380 Counsel and Secretary James R. McInnis Golden American Life Ins. Co. Executive Vice 1475 Dunwoody Drive President West Chester, PA 19380 Stephen J. Preston Golden American Life Ins. Co. Executive Vice President 1475 Dunwoody Drive and Chief Actuary West Chester, PA 19380 Steven G. Mandel Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 Ronald R. Blasdell Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 E. Robert Koster Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive and Chief Financial West Chester, PA 19380 Officer David L. Jacobson Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive and Assistant Secretary West Chester, PA 19380 William L. Lowe Equitable of Iowa Companies Senior Vice President, 909 Locust Street Sales & Marketing Des Moines, IA 50309 Patricia M. Corbett Equitable of Iowa Companies Treasurer & Assistant 909 Locust Street Vice President Des Moines, IA 50309 Lawrence W. Porter, M.D. Equitable of Iowa Companies Medical Director 909 Locust Street Des Moines, IA 50309 ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The Depositor owns 100% of the stock of a New York company, First Golden American Life Insurance Company of New York ("First Golden"). The primary purpose for the formation of First Golden is to offer variable products in the state of New York. The following persons control or are under common control with the Depositor: DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business corporation organized under the laws of the State of New York, and is wholly owned by ING Groep N.V. ("ING"). The primary purpose of DSI is to act as a broker-dealer in securities. It acts as the principal underwriter and distributor of variable insurance products including variable annuities as required by the SEC. The contracts are issued by the Depositor. DSI also has the power to carry on a general financial, securities, distribution, advisory or investment advisory business; to act as a general agent or broker for insurance companies and to render advisory, managerial, research and consulting services for maintaining and improving managerial efficiency and operation. DSI is also registered with the SEC as an investment adviser. The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company's outstanding stock is owned and controlled by ING. Various companies and other entities controlled by ING may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth on the following organizational chart. The subsidiaries of ING are included as Exhibit 16. Item 27: Number of Contract Owners As of March 31, 1999, there are 21,470 qualified contract owners and 40,938 non-qualified contract owners in Golden American's Separate Account B. ITEM 28: INDEMNIFICATION Golden American shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of Golden American as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. Golden American may also, to the extent permitted by law, indemnify any other person who is or was serving Golden American in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. Golden American or its parents may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provision in the above paragraphs, against any such liability to the extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by the Depositor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue. ITEM 29: PRINCIPAL UNDERWRITER (a) At present, DSI, the Registrant's Distributor, also serves as principal underwriter for all contracts issued by Golden American. DSI is the principal underwriter for Separate Account A of Golden American, Separate Account B of Golden American, Alger Separate Account A of Golden American, Separate Account NY-B of First Golden, Separate Account A for Equitable Life Insurance Company of Iowa and The GCG Trust. (b) The following information is furnished with respect to the principal officers and directors of Directed Services, Inc., the Registrant's Distributor: Name and Principal Positions and Offices Positions and Offices Business Address with Underwriter with Registrant - ------------------ --------------------- --------------------- Myles R. Tashman Director, Executive Vice Director, Executive Vice Directed Services, Inc. President, General President, General 1475 Dunwoody Drive Counsel and Secretary Counsel and Secretary West Chester, PA 19380 R. Lawrence Roth Director None VESTAX Capital Corporation 1931 Georgetown Road Hudson, OH 44236 James R. McInnis President Executive Vice President Directed Services, Inc. 1475 Dunwoody Drive West Chester, PA 19380 Barnett Chernow Director and Director and President Directed Services, Inc. Executive Vice President 1475 Dunwoody Drive West Chester, PA 19380 Stephen J. Preston Executive Vice President Executive Vice President Directed Services, Inc. and Chief Actuary 1475 Dunwoody Drive West Chester, PA 19380 David L. Jacobson Senior Vice President Senior Vice President Directed Services, Inc. and Assistant Secretary 1475 Dunwoody Drive West Chester, PA 19380 Jodie R. Schult Treasurer None Equitable of Iowa Companies 909 Locust Street Des Moines, IA 50309 (c) 1998 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation ----------- ----------- ---------- ----------- ------------ DSI $115,716,000 $0 $0 $0 ITEM 30: LOCATION OF ACCOUNTS AND RECORDS Accounts and records are maintained by Golden American Life Insurance Company at 1475 Dunwoody Drive, West Chester, PA 19380-1478 and by Equitable Life Insurance Company of Iowa, an affiliate, at 909 Locust Street, Des Moines, IA 50309. ITEM 31: MANAGEMENT SERVICES None. ITEM 32: UNDERTAKINGS (a) N/A; (b) Registrant hereby 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 post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and, (c) Registrant hereby 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. REPRESENTATION 1. The account meets definition of a "separate account" under federal securities laws. 2. Golden American Life Insurance Company hereby represents that the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company. SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Registration Statement to be signed on its behalf, in the City of West Chester, and State of Pennsylvania, on this 29th day of April, 1999. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Barnett Chernow* President Attest: /s/ Marilyn Talman ------------------------ Marilyn Talman Vice President, Associate General Counsel and Assistant Secretary of Depositor As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 29, 1999. Signature Title President and Director - -------------------- of Depositor Barnett Chernow* Senior Vice President, - -------------------- and Chief Financial Officer E. Robert Koster* DIRECTORS OF DEPOSITOR - ---------------------- R. Brock Armstrong* - ---------------------- Myles R. Tashman* - ---------------------- Michael W. Cunningham* - ---------------------- Linda B. Emory* - ---------------------- Phillip R. Lowery* By: /s/ Marilyn Talman Attorney-in-Fact ----------------------- Marilyn Talman _______________________ *Executed by Marilyn Talman on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # 1 Resolution of the board of directors of Depositor EX-99.B1 authorizing the establishment of the Registrant 3(a) Distribution Agreement between the Depositor EX-99.B3A and Directed Services, Inc. 3(b) Dealers Agreement EX-99.B3B 3(c) Organizational Agreement EX-99.B3C 3(d)(i) Addendum to Organizational Agreement EX-99.B3DI 3(d)(ii) Expense Reimbursement Agreement EX-99.B3DII 3(e) Assignment Agreement for Organizational Agreement EX-99.B3E 4(a) Deferred Variable Annuity Contract EX-99.B4A 4(b) Deferred Variable Annuity Certificate EX-99.B4B 4(c) Deferred Variable Annuity Contract 100 EX-99.B4C 4(d) Deferred Variable Annuity Certficate 100 EX-99.B4D 5 Individual Deferred Variable Annuity Application EX-99.B5 6(a)(i) Articles of Incorporation of Golden American EX-99.B6AI Life Insurance Company 6(a)(ii) Certificate of Amendment of the Restated EX-99.B6AII Articles of Incorporation of Golden American Life Insurance Company 6(a)(iii) Certificate of Amendment of the Restated Articles of EX-99.B6AIII Incorporation of MB Variable Life Insurance Company 6(a)(iv) Certificate of Amendment of the Restated Articles of EX-99.B6AIV Incorporation of Golden American Life Insurance Company (12/28/93) 6(b)(i) By-Laws of Golden American Life Insurance Company EX-99.B6BI 6(b)(ii) By-Laws of Golden American Life Insurance Company, EX-99.B6BII as amended 6(b)(iii) Certificate of Amendment of the By-Laws of EX-99.B6BIII MB Variable Life Insurance Company, as amended 6(b)(iv) By-Laws of Golden American, as amended (12/21/93) EX-99.B6BIV 8(a) Participation Agreement between Golden American EX-99.B8A and PIMCO Variable Insurance Trust 6(c) Resolution of the board of directors for Powers of EX-99.B6C Attorney 8(d) Asset Management Agreement between Golden American EX-99.B8D and ING Investment Management LLC 8(e) Reciprocal Loan Agreement between Golden American EX-99.B8E and ING America Insurance Holdings, Inc. 8(f) Revolving Note Payable between Golden American EX-99.B8F and SunTrust Bank 9 Opinion and Consent of Myles R. Tashman EX-99.B9 10(a) Consent of Sutherland, Asbill & Brennan LLP EX-99.B10A 10(b) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10B 13 Schedule of Performance Data EX-99.B13 15 Powers of Attorney EX-99.B15 16 Subsidiaries of ING Groep N.V. EX-99.B16 EX-99.B1 2 RESOLUTION OF BOARD OF DIRS OF GALIC EXHIBIT 1 Golden American Life Insurance Company TO: File DATE: July 14, 1988 FROM: Fred H. Davidson SUBJECT: Western Capital Specialty Managers Separate Accounts A & B - ----------------------------------------------------------------- Pursuant to resolution of the Board of Directors of Golden American Life Insurance Company, dated March 25, 1988, the following separate accounts are hereby established to hold the assets funding the indicated variable contracts or policies: * Western Capital Specialty Managers Separate Account A for variable life insurance policies investing in the Western Capital Special Managers Trust. * Western Capital Specialty Managers Separate Account B for variable annuity contracts investing in the Western Capital Specialty Managers Trust. EX-99.B3A 3 DISTRIBUTION AGREE GALIC EXHIBIT 3(a) DISTRIBUTION AGREEMENT AGREEMENT dated December 27, 1988, by and between Golden American Life Insurance Company, ("Golden American") a Minnesota corporation, on its own behalf and on behalf of the Western Capital Specialty Managers Separate Account B ("Account") and Directed Services, Inc., ("DSI"), a New York corporation wholly owned by Golden Financial Group ("GFG"), a Delaware corporation. WHEREAS, Golden American and GFG entered into an agreement effective ____________________, 1988 (the "Golden American-GFG Agreement"), pursuant to which Golden American may market Deferred Variable Annuity and Variable Annuity Certain Contracts ("Annuity Contracts") designed by GFG; and WHEREAS, the Account is a separate account established and maintained by Golden American pursuant to the laws of the State of Minnesota for variable annuity contracts issued by Golden American under which income, gains, and losses, whether or not realized, from assets allocated to such Account, are credited to or charged against such Account without regard to other income, gains or losses of Golden American; and WHEREAS, Golden American proposes to issue and sell Annuity Contract through the Account to suitable purchasers; and WHEREAS, DSI is duly registered as a broker-dealer under the Securities Exchange Act of 1934 ("1934 Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD"); and WHEREAS, Golden American and DSI desire to enter into an agreement pursuant to which DSI will act as a principal underwriter for the sale of the Annuity Contracts and may distribute the Annuity Contracts through one or more organizations as set forth in Section 2. below. NOW, THEREFORE, GOLDEN AMERICAN AND DSI HEREBY AGREE AS FOLLOWS: 1. TERM. This Agreement shall remain in force until it is terminated in accordance with the provisions of paragraph 13. 2. PRINCIPAL UNDERWRITER. Golden American hereby appoints DSI and DSI accepts such appointment, during the term of this Agreement, subject to any registration requirements of The Securities Act of 1933 ("1933 Act"), The Investment Company Act of 1940 ("1940 Act"), and the provisions of the 1934 Act, to be a distributor and principal underwriter of the Annuity Contracts issued though the Account. DSI shall offer the Annuity Contracts for sale and distribution at premium rates to be set by Golden American and GFG. Annuity Contracts may be sold only by persons who are duly licensed annuity agents appointed by Golden American and NASD registered representatives as set forth in Section 3 below. Golden American hereby appoints DSI as its agent for the sale of Annuity Contracts in such jurisdictions as Golden American is properly licensed to sell Annuity Contracts. 3. SALE AGREEMENTS. DSI is hereby authorized to enter into separate written agreements, ("Sales Agreements"), on such terms and conditions as DSI may determine not to be inconsistent -1- with this Agreement, with broker/dealers which agree to participate in the distribution of and to use their best efforts to solicit applications for Annuity Contracts. Such broker/dealers and their agents or representatives soliciting applications for Annuity Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of Annuity Contracts under the insurance laws and any applicable securities laws of each state or other jurisdiction in which the Annuity Contracts may be lawfully sold and in which Golden American is licensed to sell Annuity Contracts. Each such broker/dealer shall be both registered as a broker-dealer under the 1934 Act and a member of the NASD, or if not so registered or not such a member, then the agents and representatives of such organization soliciting applications for Annuity Contracts shall be agents and registered representatives of a registered broker/dealer and NASD member which is the parent or other affiliate of such organization and which maintains full responsibility for the training, supervision, and control of the agents and representatives selling Annuity Contracts. DSI shall have the responsibility for the supervision of all such broker/dealers to the extent required by law and shall assume any legal responsibilities of Golden American for the acts, commissions or defalcations of any such broker/dealers. Applications materials for Annuity Contracts solicited by such broker/dealers through their agents or representatives shall be forwarded to DSI. All payments for Annuity Contracts shall be remitted promptly by such broker/dealers directly to Golden American. If held at any time by DSI or a broker/dealer, such payments shall be held in a fiduciary capacity as agent for Golden American and shall be remitted promptly to Golden American. All such payments, whether by check, money order, or wire order, shall be the property of Golden American. Anything in this Distribution Agreement to the contrary notwithstanding, Golden American shall retain the rights to control the sale of Annuity Contracts and to appoint and discharge annuity agents for the sale of Annuity Contracts. DSI shall be held to the exercise of reasonable care in carrying out the provisions of this Distribution Agreement. 4. ANNUITY AGENTS. DSI is authorized to appoint the broker/dealer described in paragraph 3. above as agents of Golden American for the sale of Annuity Contracts. Golden American will undertake to appoint such agents authorized to represent Golden American in the appropriate states or jurisdictions; provided that Golden American reserves the right to refuse to appoint any proposed agent, or once appointed to terminate the same without notice. 5. SUITABILITY. Golden American wishes to ensure that the Annuity Contracts distributed by DSI will be issued to purchasers for whom the Annuity Contracts shall be suitable. DSI shall take reasonable steps to ensure that the various agents appointed by it to sell Annuity Contracts shall not make recommendations to an applicant to purchase Annuity Contracts in the absence of reasonable grounds to believe that the purchase of Annuity Contracts is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to an agent after reasonable inquiry concerning the applicant's insurance and investment objectives and financial situation and needs. 6. SALES MATERIALS. -2- The responsibility of the parties hereto for consulting with respect to the design and the drafting and legal review and filing of sales materials, and for the preparation of sales proposals related to the sale of Annuity Contracts shall be as the parties hereto agree in writing. DSI shall ensure, in its Sales Agreements, that organizations appointed by it, and registered representatives of such organizations, shall not use, develop or distribute any sales materials which have not been approved by GFG and Golden American. 7. REPORTS. DSI shall have the responsibility for, with respect to agents appointed by it, maintaining the records of agents licensed, registered and otherwise qualified to sell Annuity Contracts, and for furnishing periodic reports to Golden American as to the sale of Annuity Contracts made pursuant to this Agreement. 8. RECORDS. DSI shall maintain and preserve for the periods prescribed by law or other agreement, such accounts, books, and other documents as are required of it by applicable laws and regulations. The books, accounts and records of Golden American, the Account and DSI as to all transactions hereunder shall be maintained so as to clearly and accurately disclose the nature and details of the transactions, including such accounting information as necessary to support the reasonableness of the amounts to be paid by Golden American hereunder. 9. COMPENSATION. Golden American shall pay DSI the compensation due it as set forth in the attached Exhibit, as such Exhibit may from time to time be amended. 10. INDEPENDENT CONTRACTOR. DSI shall act as an independent contractor and nothing herein contained shall constitute DSI or its agents or employees as employees of Golden American in connection with the sale of Annuity Contracts. 11. INVESTIGATION AND PROCEEDINGS. (a) DSI and Golden American agree to cooperate fully in insurance regulatory investigations or proceedings or judicial proceedings arising in connection with the offering, sale or distribution of Annuity Contracts distributed under this Agreement. DSI and Golden American further agree to cooperate fully in any securities regulatory investigation or proceeding or judicial proceeding with respect to Golden American, DSI, their affiliates and their agents or representatives to the extent that such investigation or proceedings is in connection with the Annuity Contracts offered, sold or distributed under this Agreement. Without limiting the forgoing: (i) DSI will be notified promptly of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by Golden American with respect to DSI or any agent or representative or which may affect Golden American's issuance of Annuity Contracts marketed under this Agreement. (ii) DSI will promptly notify Golden American of any customer complaint or -3- notice of any regulatory investigation or proceeding received by DSI or its affiliates with respect to DSI or any agent or representative in connection with any Annuity Contracts distributed under this Agreement or any activity in connection with Annuity Contracts. (b) In the case of a substantive customer complaint, DSI and Golden American will cooperate in investigating such complaint and any response to such complaint will be sent to the other party to the Agreement for approval not less than five business days prior to its being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or telegraph. 12. INDEMNIFICATION. (a) Golden American agrees to indemnify and hold harmless DSI and its affiliates and each officer and director thereof against any losses, claims, damages or liabilities, joint or several, to which DSI or its affiliates or such officer or director may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, required to be stated therein or necessary to make the statements therein not misleading, contained (i) in any prospectus, or any amendment thereof, or (ii) in any blue-sky application or other document executed by Golden American specifically for the purpose of qualifying Annuity Contracts for sale under the securities laws of any jurisdiction. Golden American will reimburse DSI and each officer or director, for any legal or other expenses reasonably incurred by DSI or such officer or director in connection with investigating or defending any such loss, claim, damage, liability or action; provided that Golden American will not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information (including, without limitation, negative responses to inquiries) furnished to Golden American by or on behalf of DSI specifically for use in the preparation of any prospectus or ant amendment thereof or any such blue-sky application or any amendment thereof or supplement thereto. (b) DSI agrees to indemnify and hold harmless Golden American and its directors, each of its officers who has signed the registration statement and each person, if any, who controls Golden American within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages or liabilities to which Golden American and any such director or officer or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) Any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained (a) in any prospectus or any amendments thereof, or, (b) in -4- any blue-sky application, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information (including without limitation, negative responses to inquiries) furnished to Golden American by DSI specifically for use in the preparation of any prospectus or any amendments thereof or any such blue-sky application or any such amendment thereof or supplement thereto; or (ii) Any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning Annuity Contracts by DSI; or (iii) Claims by agents or representatives or employees of DSI for commissions, service fees, expense allowances or other compensation or remuneration of any type. DSI will reimburse Golden American and any director or officer or controlling person for any legal or other expenses reasonably incurred by Golden American, such director or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which DSI may otherwise have. (c) Promptly after receipt by a party entitled to indemnification ("indemnified party") under this paragraph 12 of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this paragraph 12 ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability under this paragraph 12, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, to assume the defense thereof, with separate counsel satisfactory to the indemnified party. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such indemnified party in defending himself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to the effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. The indemnity agreements contained in this paragraph 12 shall remain operative and in full force and effect, regardless of: (i) any investigation made by or on behalf of DSI or any officer or director thereof or by or on behalf of Golden American; (ii) delivery of any Annuity Contracts and payments therefore; and -5- (iii) any termination of this Agreement. A successor by law of DSI or any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreement contained in this paragraph 12. 13. TERMINATION. a. This Agreement may be terminated at any time by mutual consent of the parties. b. Either party may terminate of the other materially breaches any of the terms of this Agreement and fails to cure the breach within sixty days of notification by the other party of such breach. c. This Agreement shall terminate automatically upon the termination of the Golden American-GFG Agreement. d. Upon termination of this Agreement all authorizations, rights and obligations shall cease except; (i) the obligation to settle accounts hereunder, including commissions for Annuity Contracts in effect at the time of termination; (ii) the agreements contained in paragraph 11 hereof; and (iii) the indemnity set for in paragraph 12 hereof. 14. REGULATION. This Agreement shall be subject to the provisions of the 1940 Act and the 1934 Act and the rules, regulations, and rulings thereunder and of the NASD, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and the terms thereof shall be interpreted and construed in accordance therewith. DSI shall submit to all regulatory and administrative bodies having jurisdiction over the operations of Golden American or the Account, present or future, any information, reports or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws or regulations. 15. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. -6- 16. GENERAL. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York. A. Force Majeure Either party may be excused for delay or failure to perform under this Agreement if such delay or failure is due to the direct or indirect result of acts of God or government, war or national emergency, or for any cause beyond the reasonable control of either party. B. Entire Agreement This Agreement and any attachments hereto and the material incorporated herein by reference set forth the entire agreement between the parties, and supercede all prior representations, agreements and understandings, written or oral. Changes in the Agreement may be made only in a writing signed by both the parties hereto. C. Notices All notices or other communications under this Agreement shall be in writing and, unless otherwise specifically provided for herein, shall be deemed given when addressed (a) if to Golden American: Mr. Fred H. Davidson Golden American Life Insurance Company 909 Third Avenue New York, NY 10022 (b) if to DSI: Mr. James G. Kaiser Directed Services, Inc. 909 Third Avenue New York, NY 10022 D. Successors, Assigns This Agreement shall be binding upon and shall insure to the benefit of the parties and their respective successors and assigns. Neither this Agreement nor any right hereunder may be assigned without the written consent of the other parties. E. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York. F. Severability If any term or provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of terms and provisions of this -7- Agreement shall remain in full force and effect and shall not be affected or impaired thereby. G. Counterparts This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. Attest: GOLDEN AMERICAN LIFE INSURANCE COMPANY /s/Bernard R. Beckerlegge /s/Fred H. Davidson - ------------------------- ---------------------------- Bernard R. Beckerlegge Fred H. Davidson Secretary President Attest: DIRECTED SERVICES, INC. /s/Bernard R. Beckerlegge /s/James G. Kaiser - ------------------------- ---------------------------- Bernard R. Beckerlegge James G. Kaiser Secretary President -8- EX-99.B3B 4 DEALERS AGREE GALIC EXHIBIT 3(b) DEALERS AGREEMENT AGREEMENT dated __________, by and between Directed Services, Inc. ("Distributor"), a New York corporation and __________ ("Broker/Dealer"), a __________ (corporation)(partnership). WITNESSETH In consideration of the mutual promises contained herein, the parties hereto agree as follows: A. DEFINITIONS 1. Account - The Western Capital Specialty Managers Separate Account B ("Account") established and maintained by Golden American Life Insurance Company, ("Golden American"), a Minnesota corporation, pursuant to the laws of Minnesota, as applicable, to fund the benefits under annuity contracts offered through the Account. 2. Annuity Contracts - Deferred Variable Annuity and Variable Annuity Certain contract which may be issued by Golden American and for which Distributor has been appointed principal under writer pursuant to a Distribution Agreement, a copy of which has been furnished to Broker/Dealer. 3. Prospectus - The Prospectus relating to the Annuity Contracts and the Account, including financial statements and all exhibits. 4. 1933 Act - The Securities Act of 1933, as amended. 5. 1934 Act - The Securities Exchange Act of 1934, as amended. 6. SEC - The Securities and Exchange Commission. B. AGREEMENTS OF DISTRIBUTOR 1. Pursuant to the authority delegated to it by Golden American, Distributor hereby authorizes Broker/Dealer during the term of this Agreement to solicit application for the Annuity Contracts from eligible persons provided that Broker/Dealer has been notified by Distributor that the Annuity Contracts are qualified for sale under all applicable securities and insurance laws. In connection with the solicitation of applications for Annuity Contracts, Broker/Dealer is hereby authorized to offer riders that are available with Annuity Contracts in accordance with instructions furnished by Distributor or Golden American. 2. Distributor, during the term of this Agreement, will notify Broker/Dealer of the issuance by the SEC of any stop order with respect to the offering of Annuity Contracts and of any other action or circumstance that may prevent the lawful sale of Annuity Contracts in any state or jurisdiction. 3. During the term of this Agreement, Distributor shall advise Broker/Dealer of any amendment to the Prospectus or any amendment or supplement thereto. -1- C. AGREEMENTS OF BROKER/DEALER 1. It is understood and agreed that Broker/Dealer is a registered Broker/Dealer under the 1934 Act and a member of the National Association of Securities Dealers, Inc. and that the agents or representatives of Broker/Dealer who will be soliciting applications for Annuity Contracts also will be duly registered representatives of Broker/Dealer. 2. Commencing at such times as Distributor and Broker/Dealer shall agree upon, Broker/Dealer agrees to use its best efforts to find purchasers for the Annuity Contracts acceptable to Golden American. In meeting its obligation to use its best efforts to solicit applications for the Annuity Contracts, Broker/Dealer shall, during the terms of this Agreement, engage in the following activities: a. Continuously utilize only such training, sales and other materials as have been approved by Golden American; b. Establish and implement reasonable procedures for periodic inspections and supervision of sales practices of its agents or representatives and submit periodic reports to Distributor as may be requested on the results of such inspections and the compliance with such procedures. c. Broker/Dealer shall take reasonable steps to ensure that the various representatives appointed by Broker/Dealer shall not make recommendations to an applicant to purchase an Annuity Contract in the absence of reasonable grounds to believe that the purchase of an Annuity Contract is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to Golden American after reasonable inquiry concerning the applicant's insurance and investment objectives and financial situation and needs. 3. All payments for an Annuity Contract collected by agents or representatives of Broker/Dealer shall be held at all times ina fiduciary capacity and shall be remitted promptly in full together with such applications, forms and other required documentation to an office of Golden American designated by Distributor. Checks or money orders in payment of premiums shall be drawn to the order of Golden American. Broker/Dealer acknowledges that Golden American retains the ultimate right to control the sale of Annuity Contracts and that the Distributor or Golden American shall have the unconditional right to reject, in whole or in part, any application for an Annuity Contract. In the event Golden American or Distributor rejects an application, Golden American immediately will return all payments directly to the purchasers and Broker/Dealer will be notified of such action. 4. Broker/Dealer shall act as an independent contractor, and nothing herein contained shall constitute Broker/Dealer, its agents or representatives, or any employees thereof as employees of Golden American or Distributor in connection with the solicitation of applications for Annuity Contracts. Broker/Dealer, its agents or representative, and its employees shall not hold themselves out to be employees of Golden American or Distributor in this connection or in any dealings with respect to Annuity Contracts. 5. Broker/Dealer agrees that it will not develop, or use any sales, training, explanatory or other materials in connection with the solicitation of applications for Annuity Contracts hereunder without the prior written consent of Distributor of Golden American. -2- 6. Solicitation and other activities by Broker/Dealer shall be undertaken only in accordance with the applicable laws and regulations. No agent or representative of Broker/Dealer shall solicit applications for Annuity Contracts until duly licensed and appointed by Golden American as an annuity and variable contract Broker/Dealer or agent of Golden American in the appropriate states or other jurisdictions. Broker/Dealer shall ensure that such agents or representative fulfill any training requirements necessary to be licensed. Broker/Dealer understands and acknowledges that neither it nor its agents or representative is authorized by Distributor or Golden American to give any information or make representation in connection with this Agreement or the offering of an Annuity Contract other than those contained in the Prospectus or other solicitation material authorized in writing by Distributor or Golden American. 7. Broker/Dealer shall not have authority on behalf of Distributor or Golden American to make, alter or discharge any form with respect to an Annuity Contract; waive any forfeiture, extend the time of paying any premium; or receive any monies or premiums due to Golden American, except as set forth in Section C.3. of this Agreement. 8. Broker/Dealer shall have the responsibility for maintaining all records of pertaining to its representatives, who are licensed, registered and otherwise qualified to sell Annuity Contracts. Broker/Dealer shall maintain such other records as are required of it by applicable laws and regulations. The books, accounts and records of Broker/Dealer relating to the sale of Annuity Contracts shall be maintained so as to clearly and accurately disclose the nature and details of the transactions. All records maintained by Broker/Dealer in connection with this Agreement shall, upon request, become the property of Golden American and shall, in any event, be delivered to Golden American upon termination of this Agreement, free from any claims or retention of rights by Broker/Dealer. Nothing in this Section C.8. shall be interpreted to prevent Broker/Dealer from retaining copies of any such records which Broker/Dealer in its discretion, deems necessary or desirable to keep. The Broker/Dealer shall keep confidential all information obtained pursuant to this Agreement and may disclose such information only if Golden American has authorized such disclosure, or its disclosure is expressly required by applicant, federal or state regulatory authorities. Broker/Dealer shall promptly notify Distributor of any such demand or request, and shall afford Distributor and Golden American the opportunity to contest the same before providing records to any regulatory authorities. D. COMPENSATION 1. Pursuant to the Distribution Agreement between the Distributor and Golden American, Distributor shall cause Golden American to arrange for the payment of commissions to Broker/Dealer as compensation for the sale of Annuity Contracts sold by an agent or representative of Broker/Dealer. The amount of such compensation shall be based on a schedule to be determined by Golden American. Golden American should identify to Broker/Dealer with each such payment the name of the agent or representative of Broker/Dealer who solicited the Annuity Contract covered by the payment. 2. Neither Broker/Dealer nor any of its agents or representatives shall have any right to withhold or deduct any part of any premium it shall receive for purposes of payment of commission or otherwise. Neither Broker/Dealer nor any of its agents or representatives shall have an interest in any compensation paid by Golden American to Distributor, now or hereafter, in connection with the sale of Annuity Contracts hereunder. -3- E. COMPLAINTS AND INVESTIGATIONS Broker/Dealer and Distributor jointly agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Annuity Contracts marketed under this Agreement. Broker/Dealer and Distributor further agree to cooperate fully in any securities regulatory investigation or proceeding or judicial proceeding with respect to Broker/Dealer, Distributor, their affiliates and their agents or representatives to the extent that such investigation o proceeding is in connection with an Annuity Contract marketed under this Agreement. Broker/Dealer shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under this Agreement which such authorities may request in order to ascertain whether Golden American's operations are being conducted in a manner consistent with any applicable law ore regulation. F. TERM OF AGREEMENT 1. This Agreement shall continue in force for one year from its effective date and thereafter shall automatically be renewed every year for a further one year period; provided that either party may unilaterally terminate this Agreement upon thirty (30) days written notice to the other party of its intention to do so. 2. Upon termination of this agreement, all authorizations, rights and obligations shall cease except (a) the agreements contained in Section C.8. and Section E hereof; (b) the indemnity set for the in Section G hereof; and (c) the obligations to settle accounts hereunder, including commission payments for Annuity Contracts in effect at the time of termination or issued pursuant to applications received by Broker/Dealer prior to termination. G. INDEMNITY 1. Broker/Dealer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. 2. Distributor agrees to indemnify and hold harmless Broker/Dealer and each officer or director of Broker/Dealer against any losses, claims, damages or liabilities, joint or several, to which Broker/Dealer or such officer or director may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, required to be stated therein or necessary to make the statements therein not misleading, contained in the Prospectus or any amendment thereof provided by Golden American or by the Distributor. 3. Broker/Dealer agrees to indemnify and hold harmless Golden American and Distributor and each of their current and former directors and officers and each person if any, who controls or has controlled Golden American or Distributor within the meaning of the 1933 Act or the 1934 Act, against any losses, claims or damages or liabilities to which Golden American or Distributor and any such director or officer or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: -4- a. Any verbal or written misrepresentations or any unlawful sales practices concerning Annuity Contracts by Broker/Dealer; b. Claims by agents or representatives or employees of Broker/Dealer for commissions, service fees, development allowances or other compensation or remuneration of any type; or c. The failure of Broker/Dealer, its officers, employees, or agents to comply with the provisions of this Agreement. Broker/Dealer will reimburse Golden American and Distributor and any director or officer or controlling person of either for any legal or other expenses reasonably incurred by Golden American, Distributor, or such director officer or controlling person in connection with investigating or defending any such loss, claims, damage liability or action. This indemnity agreement will be in addition to any liability which Broker/Dealer may otherwise have. H. ASSIGNABILITY This Agreement shall not be assigned by either party without the written consent of the other, and any assignment without such written consent shall be void. I. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. Attest: DIRECTED SERVICES, INC. ____________________ ______________________________ Attest: BROKER/DEALER ____________________ ______________________________ Secretary President -5- EX-99.B3C 5 ORGANIZATIONAL AGREEMENT EXHIBIT 3(c) ORGANIZATIONAL AGREEMENT AMONG WESTERN CAPITAL SPECIALTY MANAGERS TRUST and WESTERN CAPITAL VARIABLE ADVISORS CORP. and GOLDEN AMERICAN LIFE INSURANCE COMPANY Agreement dated as of December 28, 1988, (the "Agreement"), by and among Western Capital Specialty Managers Trust ("Trust"), Western Capital Variable Advisors Corp. ("Western Capital") and Golden American Life Insurance Company ("Golden American"), on its own behalf and on behalf of any separate accounts of Golden American shown on Exhibit A hereto (the "Variable Accounts"). WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 ("ICA"), as amended, and shares of the portfolios of the Trust are registered under the Securities Act of 1933 ("Securities Act") as amended, and the Trust will initially consist of seven separate series; and WHEREAS, shares of the series of the Trust shown on Exhibit B ("Series") will be sold to the Variable Accounts to fund benefits under variable life insurance policies which may include variable life insurance policies classified as modified endowment contracts, and variable annuity contracts (all of such life insurance policies and annuity contracts referred to collectively as the "Policies") to be issued by Golden American through the Variable Accounts after the Trust's Registration Statement is declared effective by the Securities and Exchange Commission ("SEC"); and WHEREAS, Western Capital will act as the Trust's Manager, pursuant to a Management Agreement, a copy of which is attached hereto as Exhibit C, to be entered into by Western Capital and the Trust; and WHEREAS, Western Capital is, and for the duration of this Agreement, will remain if required by applicable law, duly registered as an investment adviser under the Investment Advisers Act of 1940. NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants hereinafter set forth, the parties hereby agree as follows: 2 1. Western Capital and the Trust will take all such actions as are necessary to permit the sale of the shares of each Series to the Variable Accounts including, but not limited to, organization of the Trust, as a Massachusetts business Trust and registration of the Trust under the ICA and registration of the shares of each Series under the Securities Act. Western Capital and the Trust shall amend the Registration Statement for the Trust from time to time as required in order to effect the continuous offering of shares of each Series of the Trust. The Trust's responsibility to make shares of the Series available to the Variable Accounts shall be governed by the Settlement Agreement among the Trust, the Variable Accounts and Western Capital; Financial Group. 2. Western Capital will pay, on behalf of the Trust, all expenses of the Trust incurred on or prior to the commencement of operations of the Trust, including, but not limited to, legal fees, auditing fees, SEC registration fees, and organizational fees, that are determined to be "organizational costs" of the Trust (the "Organizational Costs"). 3. Such Organizational Costs will be recovered by Western Capital from the Trust over a period not less than five years. 4. Golden American agrees that prior to the effective date of the Registration Statement for the Trust, Golden American or an affiliate shall invest $100,000 in the Trust subject to the understanding that at such time Golden American or its affiliate has no current intention of reselling the shares so acquired. All redemptions by Golden American or its affiliate of any part of its investment in the Trust will be effected in accordance with any applicable legal standards. 5. With respect to any of the Policies funded by the Variable Accounts, Golden American agrees as follows: a. That any prospectus offering a life insurance contract funded by one of the Variable Accounts where it is reasonable probable that such contract would be a "modified endowment contract," as that term is defined in Section 7702A of the Internal Revenue Code of 1986, as amended (the "Code"), will identify such a contract as a modified endowment contract (or policy); and b. That Golden American will take all necessary steps to ensure that any contract (or policy), including life insurance policies classified as modified endowment 3 contracts, and funded by one of the Variable Accounts, will qualify as a life insurance contract under Section 7702 of the Code, and Golden American will immediately notify the Trust and Western Capital upon having a reasonable basis for believing that the Policies have ceased to be so treated or that they might not be so treated in the future; and c. That Golden American will take all necessary steps to ensure that any contract described n its prospectus as a annuity and funded by one of the Variable Accounts will qualify as an annuity under Section 72 of the Code. 6. Golden American will take all necessary steps to ensure that the Policies will be registered under the Securities Act during the term of this Agreement and that the Policies will be issued in compliance with all applicable federal and state laws. Golden American shall amend the Registration Statements respecting the Policies from time to time as required to effect the continuous offerings of the Policies. Golden American represents and warrants that it is an insurance company duly organized and in good standing under Minnesota law, that it has established each Variable Account shown on Exhibit A as a duly organized, validly existing segregated asset account, established by resolutions of the Board of Directors of Golden American; and that the Variable Accounts are, and will be during the term if this Agreement, duly registered unit investment Trusts under the ICA to serve as segregated investment accounts for the Policies. Golden American will pay all expenses in connection with organizing the Variable Accounts, developing the Policies and preparing and filing with the SEC Registration Statements for the Policies, obtaining authorizations to offer the Policies in the various states and other initial expenses associated with the Policies. 7. Golden American shall vote shares of each Series of the Trust held in a Variable Account or a division thereof at regular and special meetings of the Trust in accordance with instructions timely received by Golden American (or its designated agent) from owners of Policies funded by such Variable Accounts or division thereof having a voting interest in the Series. Golden American shall vote shares of a Series of the Trust held in a Variable Account or a division thereof that are attributable to the Policies as to which no timely instructions are received, as well as shares not attributable to the Policies and owned beneficially by Golden American in the same proportion as the votes cast by owners of the Policies funded by that Variable Account or division thereof having a voting interest in the Series from whom instructions have been timely received. Golden American shall vote shares of each Series of the Trust held in its general account, if any, in the same proportion as the votes cast with respect to 4 shares of the Series held in all Variable Accounts of Golden American or divisions thereof, in the aggregate. In the event of a shareholder meeting, Golden American agrees to provide the Trust and/or Western Capital with a list of the names and addresses of owners of the Policies within five (5) days of receipt of a written request for such list. The party requesting such list shall bear the reasonable cost incurred by Golden American in preparing and providing such list, which shall be paid upon delivery of the list. Golden American further agrees to provide notice to the Trust and to Western Capital if Golden American or an affiliate has reason to know about a meeting of owners of the Policies or shares of the Trust. In the event that a vote of shareholders of the Trust is held prior to the sale of any Policies, Golden American or its affiliate will vote shares of the Trust acquired with its investment of $100,000 an any other amounts invested for initial capitalization as instructed by Western Capital. 8. Western Capital and the Trust will use reasonable efforts to manage each Series of the Trust so that each such Series will qualify as a "Regulated Investment Company" under Subchapter M of the Code and will use reasonable efforts to maintain such qualification and will notify Golden American immediately upon having a reasonable basis for believing that the Trust (or any Series thereof) has ceased to so qualify or might not so qualify in the future. Golden American shall also notify the Trust and Western Capital immediately upon having a reasonable basis for believing that the Trust (or any Series thereof) has ceased to qualify as a Regulated Investment Company or might not so qualify in the future, PROVIDED HOWEVER, that Golden American's agreement to notify Western Capital and the Trust with respect to any matter contained in this paragraph will in no way alleviate or relive Western Capital's and the Trust's responsibility under this Section 8. 9. Western Capital and the Trust will take all necessary steps to ensure that the Trust (and each Series thereof) will comply with the diversification provisions of Section 817(h) of the Code and the regulations issued thereunder relating to the diversification requirements for variable life insurance policies and variable annuity contracts and any prospective amendments or other modifications to Section 817 or regulations 5 thereunder and will notify Golden American immediately upon having a reasonable basis for believing that the Trust (or any Series thereof) has ceased to comply. Golden American shall notify the Trust and Western Capital immediately upon having a reasonable basis for believing that the Trust (or any Series thereof) has ceased to comply with the diversification provisions of Section 817(h) of the Code or the regulations issued thereunder and any prospective amendments or other modifications to Section 817 or regulations thereunder, PROVIDED HOWEVER, that Golden American's agreement to notify Western Capital and the Trust with respect to the above matter contained in this Section 9 will in no way alleviate or relieve Western Capital's and the Trust's responsibility under this Section 9. Western Capital or the Trust or both of them shall be entitled to receive and act upon advice of counsel to Western Capital or the Trust to meet the requirements specified in Sections 8 and 9 and shall be without liability for any action taken or a thing done (or for any omission to act) in reliance upon such advice. Golden American shall promptly notify the Trust and Western Capital of any pertinent changes, modifications to, or interpretations of Section 817(h) of the Code and the regulations issued thereunder and any successor thereto, or any prospective amendments or other modifications to Section 817 or regulations thereunder. For purposes of monitoring whether the Trust and the Variable Accounts are eligible for the start-up period during which the Variable Accounts shall be considered to be adequately diversified under paragraph (c)(2)(i) of Tres. Reg. SS 1.817-5T (or any successor thereof), Golden American shall monitor amounts allocated to the Variable Accounts or (divisions thereof) ("Allocated Amounts") by owners of Policies funded by the Variable Accounts (or divisions thereof) during the first year after any amount received under one of the Policies is first allocated to any Variable Account (or division thereof) ("First Year") to ensure that no more than thirty (30) percent of the amount allocated to any Variable Account (or division thereof), as of any date during such year, is attributable to premium and investment income that was received more than one year before such date (the percentage of such Allocated Amount being referred to hereafter as the "Old Money Percentage"). For this purpose, premium income and investment income shall be treated as received as provided in Tres. Reg. SS 1.817-5(T) (or any successor 6 thereto) or other applicable law and determination under this provision shall be made consistent with Tres. Reg. SS 1.817-5T(c)(2) or any successor thereto. Golden American will notify Western Capital immediately in the event that the Old Money Percentage equals or exceeds twenty (20) percent as of any date during the First Year, determined as prescribed above; and in the event that the Old Money Percentage equals or exceeds thirty (30) percent during the First Year, shall notify Western Capital and the Trust immediately and advise such parties that the Variable Accounts shall no longer be considered adequately diversified during the First Year under paragraph (c)(2)(i) of Regulation 1.817-5T. Golden American agrees that Western Capital and the Trust shall not be liable for failure to meet their responsibilities under this Section 9 during the First Year if Golden American fails to comply with the monitoring and notice responsibilities specified in this Section 9. 10. The Trust and Western Capital agree that separate accounts of Golden American and of other insurance companies acceptable to the Trust and Western Capital will have the right to purchase and sell shares of the Series of the Trust. The Variable Accounts agree that they will invest only in shares of the Trust. 11. Western Capital and the Trust will provide Golden American and its auditors with any information it may reasonable request, and with access to such books and records that relate to the ordinary operating expenses of the Trust. 12. The Trust will not sell or permit the sale of shares of the Trust to separate accounts of life insurance companies that are not affiliates of Golden American without first obtaining an appropriate exemptive order from the SEC, unless the rules under the ICA are amended to permit "shared funding" without first obtaining individual exemptive relief. With respect to serving as the common investment vehicle for (1) both variable annuity contracts and variable life insurance policies, or (2) for variable life insurance policies of one insurer and variable life insurance policies and/or variable annuity contracts of another insurer, the parties agree to comply with any conditions imposed under any exemptive order issued by the Securities and Exchange Commission, or as specified in Rule 6e-2, or Rule 6e-3(T) under the ICA, or, if permanently adopted, Rule 6e-3, as amended, whichever is applicable. 13. Each party hereto shall cooperate with each other party and all appropriate governmental authorities having jurisdiction (including without limitation the SEC, the NASD and state insurance regulators) and shall permit 7 such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Golden American agrees that neither it nor any of its affiliates shall give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the offer or sale of the Policies other than the information or representations contained in the Registration Statement for the Trust's shares, as such Registration Statement may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or Western Capital, except with the written permission of the Trust or Western Capital. Western Capital agrees that neither it nor any of its affiliates shall give any information or make any representations or statements on behalf of the Policies or concerning the Policies in connection with the offer or sale, other than the information or representations contained in the Registration Statement for the Policies, as such Registration Statement may be amended or supplemented from time to time, or in reports for the Polices or in sales literature or other promotional material approved by Golden American or its affiliates, except with the written permission of Golden American or its affiliates. 14. Western Capital shall, at its own expense, or if appropriate, the expense of the Trust, provide Golden American with at least three complete copies of all registration statements, prospectuses, statements of additional information, sales literature and other promotional materials, applications for exemptions, request for no-action letters, and any and all amendments to the foregoing, that relate to the Trust or its shares, promptly after the filing of such document with the SEC or other regulatory authorities or the submission of such document to the SEC staff whichever is applicable. Golden American or its affiliate shall, at its own expense, or if appropriate, the expense of the Trust, provide Golden American with at least three complete copies of all registration statements, prospectuses, statements of additional information, sales literature and other promotional materials, applications for exemptions, request for no-action letters, and any and all amendments to the foregoing, that relate to the Policies promptly after the filing of such document with the SEC or other regulatory authorities or the submission of such document to the SEC staff whichever is applicable. 8 15. (a) Subject to the limitations of subparagraphs (b)and (c) of this Section 17 of this Agreement, Western Capital agrees to indemnify and hold harmless Golden American and each of its directors, officers, and employees and each person, if any, who controls Golden American within the meaning of Section 15 of the Securities Act (collectively, the "Indemnified Parties") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Western Capital) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to the operation of the Trust, and: (i) arise as a result of any failure by Western Capital to provide the services and furnish the materials under the terms of this Agreement to which it is subject (including a failure to meet its responsibilities under Sections 8 and 9 of this Agreement); or (ii) arise out of or result from any material breach of any representation or warranty made by Western Capital in this Agreement or arise out of or result from any other material breach of this Agreement by Western Capital. (b) Western Capital shall not be liable under Section 15(a) of this Agreement with respect to any losses, claims, damages, liabilities, or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties, or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Golden American or the Variable Accounts, whichever is applicable. (c) Western Capital shall not be liable under Section 15(a) of this Agreement with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Western Capital in writing within a reasonable time after the summons or other first legal process giving the information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Western Capital of any such claims 9 shall not relieve Western Capital from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of Section 15(a) of this Agreement. In case any action is brought against the Indemnified Parties, Western Capital will be entitled to participate, at its own expense, in the defense thereof. Western Capital also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action, and, after notice to such party Western Capital's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, Western Capital shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. (d) Subject to the limitations of subparagraphs (e) and (f) of this Section 15 of this Agreement, the Trusts agrees to indemnify and hold harmless Golden American and each of its directors, officers, and employees and each person, if any, who controls Golden American within the meaning of Section 15 of the Securities Act (collectively, the "Indemnified Parties") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to the operation of the Trust, and: (i) arise as a result of any failure of the Trust to provide the services and furnish the materials under the terms of this Agreement to which it is subject (including a failure to meet its responsibilities under Sections 8 and 9 of this Agreement); or (ii) arise out of or result from any material breach of any representation or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust. (e) The Trust shall not be liable under Section 15(d) of this Agreement with respect to any losses, claims, damages, liabilities, or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad 10 faith, or gross negligence in the performance of such Indemnified Party's duties, or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Golden American or the Variable Accounts, whichever is applicable. (f) The Trust shall not be liable under Section 15(d) of this Agreement with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving the information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claims shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of Section 15(d) of this Agreement. In case any action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. the Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action, and, after notice to such party the Trust's election to assume the dense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, Western Capital shall not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 16. (a) Subject to the limitations of subsections (b) and (c) of this Section 16 Golden American agrees to indemnify and hold harmless Western Capital and the Trust and each of its Trustees, directors, officers, and employees and each person, if any, who controls Western Capital or the Trust within the meaning of Section 15 of the Securities Act (collectively, the "Indemnified Parties") against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Golden American) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related 11 to the operation of the Variable Account or Trust, and: (i) arise as a result of any failure of Golden American or any of its affiliates to provide the services and furnish the materials under the terms of this Agreement to which it is subject (including a failure to meet its responsibilities under Sections 5 and 9 of this Agreement); or (ii) arise out of or result from any material breach by Golden American or any of its affiliates of any representation or warranty made by Golden American in this Agreement by Golden American or arise out of or result from any other material breach of this Agreement by Golden American or any of its affiliates. (b) Golden American shall not be liable under Section 16 of this Agreement with respect to any losses, claims, damages, liabilities, or litigation expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties, or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to Western Capital or the Trust, whichever is applicable. (c) Golden American shall not be liable under Section 16 with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Golden American in writing within a reasonable time after the summons or other first legal process giving the information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Golden American of any such claim shall not relieve Western Capital or its affiliates from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of Section 16 of this Agreement. In case any action is brought against the Indemnified Parties, Golden American will be entitled to participate, at its own expense, in the defense thereof. Golden American also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action, and, after notice to such party Golden American's election to assume the dense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, Golden American shall not be liable to 12 such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 17. Each party of this Agreement agrees to promptly notify the other parties of the commencement of any litigation or proceedings against it or any of its officers, Trustees, directors or employees in connection with this Agreement, the issuance or sale of the Policies, the operation of a Variable Account, or the sale or acquisition of shares of the Trust. 18. This Agreement may be terminated without cause by any of the parties upon giving one hundred and twenty (120) days' written notice of to the other parties, PROVIDED HOWEVER, that if any party fails to carry out its responsibilities enumerated under this Agreement in any material respect, the other parties shall have the right to terminate this Agreement immediately and further provided, in the event the Trust is made available to separate accounts of insurance companies other than Golden American, that if a majority of the disinterested Trustees determine that an irreconcilable material conflict exists among the contract owners and policyowners segregated asset accounts or the interests of persons for which the Trustees are required to monitor under the conditions referred to in Section 12 of this Agreement, then any party shall have the right to terminate this Agreement immediately. Upon termination of this Agreement, all authorizations, rights and obligations under this Agreement, except for the provisions contained in Sections 15 and 16 hereof, shall cease. 19. Unless earlier terminated pursuant to Section 18 hereof, this Agreement shall remain in effect for a one year period beginning on its date of execution and will continue thereafter in effect from year to year. Upon termination of this Agreement, all authorizations, rights and obligations impose on the parties under this Agreement except for the indemnification provisions contained in Section 15 and 16 above shall cease. The parties further agree that in the event of a termination of this Agreement, each party shall cooperate with the other parties to ensure that existing policy owners will not suffer any adverse consequences resulting from such termination. 20. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York. 13 21. This Agreement shall be subject to the provisions of the Securities Act, the Securities Exchange Act of 1934 and the ICA and the rules, regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms hereof shall be interpreted and construed in accordance therewith. The term "affiliate" as used in this Agreement shall mean an "affiliated person" as defined in Section 2(a)(3) of the Investment Company Act. This Agreement may not be assigned by any party without the written consent of the other parties to this Agreement. 22. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 23. Any notice shall be sufficiently given when sent by registered or certified mail to the other parties at the address of such parties set fort below or at such other address as such party may from time to time specify in writing to the other parties: To: Golden American Life Insurance Company 909 Third Avenue, 19th Floor New York, New York 10022 To: Western Capital Specialty Managers Trust 1925 Century Park East, Suite 2350 Los Angeles, CA 90067 with a copy to Jeffrey S. Puretz Dechert Price & Rhoads 1500 K Street, N.W. Washington, D.C. 20005 To: Western Capital Variable Advisors Corp. 1925 Century Park East, Suite 2350 Los Angeles, CA 90067 24. The rights remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state or federal laws. 25. A copy of the Trust's Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Declaration of Trust has been executed on behalf of the Trust by certain Trustees in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be 14 binding upon any Trustee, Officer, employee or shareholder of the Trust individually. 15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. WESTERN CAPITAL SPECIALTY MANAGERS TRUST By: /s/ Charles F. Parisi --------------------- Charles F. Parisi President Attest: /s/ William C. Richardson ------------------------- Name: William C. Richardson Title: President WESTERN CAPITAL VARIABLE ADVISORS CORP. By: /s/ Charles F. Parisi --------------------- Charles F. Parisi President Attest: /s/ William C. Richardson ------------------------- Name: William C. Richardson Title: President GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/ Fred H. Davidson -------------------- Fred H. Davidson President Attest: /s/ Bernard R. Beckerlegge -------------------------- Name: Bernard R. Beckerlegge Title: Secretary 16 GOLDEN AMERICAN LIFE INSURANCE COMPANY on behalf of the Variable Accounts By: /s/ Fred H. Davidson -------------------- Fred H. Davidson President Attest: /s/ Bernard R. Beckerlegge -------------------------- Name: Bernard R. Beckerlegge Title: Secretary EXHIBIT A TO ORGANIZATIONAL AGREEMENT AMONG WESTERN CAPITAL SPECIALTY MANAGERS TRUST and WESTERN CAPITAL VARIABLE ADVISORS CORP. and GOLDEN AMERICAN LIFE INSURANCE COMPANY The Western Capital Specialty Managers Separate Account A The Western Capital Specialty Managers Separate Account B EXHIBIT B TO ORGANIZATIONAL AGREEMENT AMONG WESTERN CAPITAL SPECIALTY MANAGERS TRUST and WESTERN CAPITAL VARIABLE ADVISORS CORP. and GOLDEN AMERICAN LIFE INSURANCE COMPANY Multiple Allocation Series Fully Managed Series Limited Maturity Bond Series Natural Resources Series Real Estate Series All-Growth Series Liquid Asset Series EX-99.B3DI 6 ADDENDUM TO ORGANIZATIONAL AGREEMENT EXHIBIT 3(d) WESTERN CAPITAL SPECIALTY MANAGERS TRUST 1925 Century Park East, Suite 2350 Los Angeles, California 90067 April 13, 1989 Western Capital Variable Advisors Corporation 1925 Century Park East, Suite 2350 Los Angeles, California 90067 Golden American Life Insurance Company 909 Third Avenue, 19th Floor New York, New York 10022 Re: ADDENDUM TO ORGANIZATIONAL AGREEMENT Dear Sirs: The Organizational Agreement dated as of December 28, 1988 by and among Western Capital Specialty Managers Trust("Trust"), Western Capital Variable Advisors Insurance Corporation ("Western Capital"), and Golden American Life Insurance Company ("Golden American") on its own behalf and on behalf of Western Capital Specialty Managers Separate Accounts A and B is hereby amended by adding thereto the following provisions: "Western Capital agrees to waive its management fee with respect to the Liquid Asset Series, otherwise payable under the Management Agreement between Western Capital and the Trustin an amount at an annual rate equal to .20% of the average daily net assets of the Liquid Asset Series, during the period from April 13, 1989 to December 31, 1989. In addition, Western Capital and Golden American each agrees to pay the Trust one half of the amount by which the remaining expenses, other than extraordinary expenses, incurred by the Trust on behalf of the Liquid Asset Series between April 13, 1989 and April 13, 1990 exceed 0.8% of the Liquid Asset Series' average daily net assets during such period. Western Capital and Golden American each further agrees to pay the Trust one half of the amount by which expenses, other than extraordinary expenses, incurred by the Trust in behalf of the Limited Maturity Bond Series between April 13, 1989 and April 13, 1990 exceed 1.0% of the Limited Maturity Bond Series' average daily net assets during such period. Such payments shall be made (1) on December 31, 1989 with respect to expenses incurred by the Trust between April 13, 1989 and December 31, 1989, and (2) on April 13, 1990 with respect to expenses incurred by the Trust between January 1, 1990 and April 13, 1990." If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us. Very truly yours, Western Capital Specialty Managers Trust By: /s/ Charles F. Parisi ---------------------- President The foregoing Addendum to the Organizational Agreement dated December 28, 1988 is hereby accepted as of the date first above written Western Capital Variable Advisors Corporation By: /s/ Charles F. Parisi Date: 5/31/89 ------------------------ -------- President Golden American Life Insurance Company By: /s/ F. H. Davidson Date: 6/7/89 ------------------------ -------- - 2 - EX-99.B3DII 7 EXPENSE REIMBURSEMENT AGREEMENT EXHIBIT 3(d)(ii) EXPENSE REIMBURSEMENT AGREEMENT AMENDMENT NO. 1 This Amendment No. 1 to Expense Reimbursement Agreement ("Agreement") is entered into effective as of the 31st day of December, 1991, by and between The Specialty Managers Trust (the "Trust"), a Massachusetts business trust whose name is scheduled to be changed to The GCG Trust on or about January 31, 1992, and Directed Services, Inc., ("Manager"), a New York corporation. WHEREAS, The Trust is an open-end diversified management investment company issuing shares in several different classes, each class known as a Series; and WHEREAS, MB Variable Life Insurance Company, currently conducting business in certain jurisdictions as Golden American Life Insurance Company ("Golden American") and The Mutual Benefit Life Insurance Company in Rehabilitation, successor to The Mutual Benefit Life Insurance Company ("MBL"), through certain of their respective separate accounts, invest in shares of the operating Series of the Trust; and WHEREAS, the parties hereto wish to limit the ordinary operating expenses of the Trust borne by owners of the variable annuities and variable life insurance policies issued or to be issued by Golden American or MBL (the "Policies"); and WHEREAS, the parties have previously entered into the Agreement effective as of the 20th day of March, 1991, which Agreement continues through the close of business on December 31, 1991; and WHEREAS, the parties which to amend the Agreement; NOW, THEREFORE, the parties do hereby agree as follows: 1. TERM OF AGREEMENT. The Agreement shall continue in full force and effect and upon the same terms and conditions as originally set forth through the close of business on April 30, 1992, except as set forth in Section 2 hereof. 2. REIMBURSEMENT OF EXPENSES OF THE SERIES OF THE TRUST. Commencing February 17, 1992, and continuing through the close of business on April 30, 1992, Manager hereby agrees to pay the Trust the amount by which the ordinary operating expenses of each of the Series exceeds the percentage of the average net assets of each Series as set forth below: (i) Liquid Asset Series .80% (ii) Limited Maturity Bond Series .90% (iii) All Growth Series 1.50% (iv) Natural Resources Series 1.50% (v) Real Estate Series 1.50% (vi) Multiple Allocation Series 1.20% (vii) Fully Managed Series 1.20% IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. DIRECTED SERVICES, INC. By: /S/ Bernard R. Berkerlegge -------------------------- THE SPECIALTY MANAGERS TRUST By: /S/ Fred H. Davidson -------------------------- EX-99.B3D 8 ASSIGNMENT AGREEMENT FOR ORG. AGMT. EXHIBIT 3(d) ASSIGNMENT AGREEMENT FOR ORGANIZATIONAL AGREEMENT AGREEMENT, made this _____ day of __________, 1991, by and among Specialty Advisors Corp. ("SAC") (formerly Western Capital Variable Advisors Corp.), a California corporation; Directed Services, Inc. ("DSI"), a New York corporation; Golden American Life Insurance Company ("Golden American"), a stock life insurance company incorporated under the laws of the State of Minnesota, on its own behalf and on behalf of any separate accounts of Golden American shown on Exhibit A of the Organizational Agreement, as defined below; and The Specialty Managers trust, a Massachusetts business Trust("Trust"). WHEREAS, the Trust is registered with the Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended ("Act"), and the Trust issues shares in several different classes, each of which is known as a "Series"; and WHEREAS, the Trust, SAC and Golden American entered into an Organizational Agreement dated December 28, 1988 ("Organizational Agreement"); and WHEREAS, SAC has served as Manager to the Trust pursuant to a Management Agreement between the Trustand SAC dated November 1, 1988; and WHEREAS, the Trustand SAC have terminated the Management Agreement with SAC, effective at the close of business on March 20, 1991; and WHEREAS, commencing March 21, 1991, DSI has agreed to serve as manager to the Trust pursuant to a new Management Agreement between the Trustand DSI dated March 20, 1991; and WHEREAS, SAC Golden American and the Trust desire to assign SAC's interest in the Organizational Agreement to DSI and DSI desires to be the assignee of SAC's interest. NOW, THEREFORE, it is agreed as follows: 1. ASSIGNMENT. Effective as of March 21, 1991, SAC hereby assigns to DSI all of its interest in the Organizational Agreement. 2. PERFORMANCE OF DUTIES. DSI hereby assumes and agrees to perform all of SAC's duties and obligations under the Organizational Agreement and be subject to all of the terms and conditions of said Agreement as if they applied to SAC. DSI shall not be responsible for any claim or demand arising under the Organizational Agreement from services rendered prior to the effective date of this Assignment Agreement unless otherwise agreed by DSI, and SAC shall not be responsible for any claim or demand arising under the Organizational Agreement from services rendered after the effective date of this Assignment Agreement unless otherwise agreed by SAC. -2- 3. REPRESENTATION OF DSI. DSI represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will remain registered as long as required by applicable law. 4. CONSENT. The Trust and Golden American hereby consent to this assignment by SAC of its rights under the Organizational Agreement to DSI and the assumption by DSI of SAC's interest in such Agreement and the duties and obligations thereunder, and agree, subject to the terms and conditions of said Agreement, to look to DSI for the performance of the duties and obligations formerly owed by SAC under said Agreement. -3- IN WITNESS WHEREOF, the parties hereto have cause this Assignment Agreement to be executed by their duly authorized officers hereunto duly attested as of the date and year written above. Specialty Advisors Corp. _______________________ By: _______________________________ Attest _______________________ _______________________________ Title Title Directed Services, Inc. _______________________ By: _______________________________ Attest _______________________ _______________________________ Title Title -4- Golden American Life Insurance Company _______________________ By: _______________________________ Attest _______________________ _______________________________ Title Title The Specialty Managers Trust _______________________ By: _______________________________ Attest _______________________ _______________________________ Title Title -5- EX-99.B4A 9 DEFERRED VARIABLE ANNUITY CONTRACT EXHIBIT 4(a) [graphics of 4 bold lines] GOLDEN DEFERRED VARIABLE AMERICAN AUNNITY CONTRACT LIFE INSURANCE COMPANY Golden American is a stock company domiciled in Wilmington, Delaware. - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) Certificate Number | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 | |----------------------------------------------------------------------| This is a legal contract between its owner and us. Please read it carefully. In this contract you or your refers to the owner shown above. We, our or us refers to Golden American Life Insurance Company. You may allocate this contract's accumulation value among the separate account divisions shown on page 3B and the general account divisions shown on page 3C. If this contract is in force, we will make income payments to the annuitant starting on the annuity commencement date. If the annuitant (when there is no contingent annuitant) or owner dies prior to the annuity commencement date, we will pay a death benefit to the beneficiary. The amount of such benefits are subject to the terms of this contract. All payments and values, when based on the investment experience of a separate account, may increase or decrease, depending on the contract's investment results. Right to Examine this Contract If, for any reason, you are not satisfied with this contract, you may return it to us with a written request for cancellation before the end of the free look period. This period ends ten days after the date you receive the contract. Mail or deliver this contract and your request to our Customer Service Center. If returned, this contract will be voided as of the date we receive your contract and request. We will return to you this contract's accumulation value plus any charges we deducted. Customer Service Center P.O. Box 8794 Wilmington, DE 19899-8794 President: Secretary: Deferred Variable Annuity Contract - No Dividends - ----------------------------------------------------------------------- Variable cash surrender values while the annuitant and owner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non-participating. Investment results reflected in values. Contract Contents - ----------------------------------------------------------------------- Payment and Investment Information.................3A Your Contract Benefits.........10 The Separate Accounts.........3B The General Account...........3C Cash Value Benefit Contract Facts................3D Partial Withdrawal Option Charges and Fees..............3E Proceeds Payable to the Beneficiary Income Plan Factors...........3F Introduction to this Contract.4 Choosing an Income Plan........12 The Contract Annuity Benefits The Owner Annuity Commencement Date Selection The Annuitant Frequency Selection The Beneficiary The Income Plan Change of Owner or Beneficiary The Annuity Options Payments When Named Person Dies Premium Payments and Allocation Changes.....................5 Other Important Information....14 Initial Premium Payment Additional Premium Payment Option Sending Notice to Us Your Right to Change Allocation Reports to Owner of Accumulation Value Assignment - Using this Contract as Collateral Security What Happens if a Separate Account Division is Not Available Changing this Contract Contract Changes - Applicable Tax Law How We Measure the Contract's Misstatement of Age or Sex Accumulation Value.......6 Non-Participating Payments We may Defer The Separate Accounts Authority to Make Agreements The General Account Required Note on Our Computations Valuation Period Accumulation Value Accumulation Value in each Division Measurement of Investment Experience Charges Deducted from Accumulation Value on each Contract Processing Date A copy of the application and any additional riders and endorsements are at the back of this contract. Specification Pages The Specification Pages (pages 3A to 3F) give specific facts about this contract and its coverage. Please refer to them while reading this contract. Specification Pages Payment And Investment Information - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Annuitant's Issue Age Annuitant's Sex Owner's Issue Age | |35 MALE 55 | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| | LIFE 10 YEAR | |$100,000 CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Certificate Date Certificate Issue Date Certificate Number | |JANUARY 1, 1993 JANUARY 1, 1993 123456 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Initial Investment Initial premium payment received: $10,000 As requested in the application, your accumulation value has been invested as follows: Percentage of Division Accumulation Value Multiple Allocation 10% Fully Managed 10% Capital Appreciation 10% Rising Dividends 10% All-Growth 10% Real Estate 10% Natural Resources 10% Emerging Markets 10% The Managed Global Account 10% Limited Maturity Bond 5% Liquid Asset 5% --- Total 100% Additional Premium Payment Information We will accept additional premium payments until either the annuitant or the owner reaches the attained age of 85. The minimum additional payment which may be made is $500. Accumulation Value Allocation Rules The maximum number of divisions in which you may be invested at any one time is eleven. You are allowed five allocation changes per contract year without charge. We will impose a charge for each additional allocation change in excess of five. The excess allocation charge is shown on page 3E. Allocation Changes by Telephone You may request allocation changes by telephone during our telephone request business hours. You may call our Customer Service Center at 1-800-366-0066 to make allocation changes by using the personal identification number you will receive. You may also mail any notice or request for allocation changes to our Customer Service Center at the address shown on the cover page. The Separate Accounts - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Divisions Investing in Shares of a Mutual Fund Separate Account B (the "Account") is a unit investment trust separate account, organized in and governed by the laws of the State of Delaware, our state of domicile. The Account is divided into divisions. Each division listed below invests in shares of the mutual fund portfolio (the "Series") designated. Each portfolio is a part of The GCG Trust (the "Trust") managed by Directed Services, Inc. ALL-GROWTH ALL-GROWTH SERIES DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd. CAPITAL CAPITAL APPRECIATION SERIES APPRECATION Portfolio Manager - INVESCO (NY), Inc DIVISION DEVELOPING DEVELOPING WORLD SERIES WORLD DIVISION Portfolio Manager - Baring International Investment Limited GROWTH GROWTH OPPORTUNITIES SERIES OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC DIVISION FULLY FULLY MANAGED SERIES MANAGED Portfolio Manager - T. Rowe Price Associates, Inc. DIVISION MULTIPLE MULTIPLE ALLOCATION SERIES ALLOCATION Portfolio Manager - Zweig Advisors Inc DIVISION RISING RISING DIVIDENDS SERIES DIVIDENDS Portfolio Manager - Kayne Anderson Investment DIVISION Management, LLC STRATEGIC STRATEGIC EQUITY SERIES EQUITY Portfolio Manager - Zweig Advisors Inc DIVISION VALUE VALUE EQUITY SERIES EQUITY Portfolio Manager - Eagle Asset Management, Inc. DIVISION The Schedule (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| EMERGING EMERGING MARKETS SERIES MARKETS Portfolio Manager - J. P. Morgan Investment DIVISION Management Inc. GLOBAL GLOBAL FIXED INCOME PORTFOLIO FIXED Portfolio Manager - Baring Investment Limited INCOME International DIVISION GROWTH AND GROWTH AND INCOME PORTFOLIO INCOME Portfolio Manager - Robertson, Stephens & Company DIVISION Investment Management, L.P. HARD HARD ASSETS SERIES ASSETS Portfolio Manager - Van Eck Associates Corporation DIVISION LIMITED LIMITED MATURITY BOND SERIES MATURITY Portfolio Manager - ING Investment Management, LLC BOND DIVISION LIQUID LIQUID ASSET SERIES ASSET Portfolio Manager - ING Investment Management, LLC DIVISION MANAGED MANAGED GLOBAL SERIES GLOBAL Portfolio Manager - Putnam Investment Management, DIVISION Inc. MID-CAP MID-CAP GROWTH SERIES GROWTH Portfolio Manager - Massachusetts Financial Services DIVISION Co. REAL REAL ESTATE SERIES ESTATE Portfolio Manager - EII Realty Securities, Inc. DIVISION RESEARCH RESEARCH PORTFOLIO DIVISION Portfolio Manager - Massachusetts Financial Services Company SMALL SMALL CAP SERIES CAP Portfolio Manager - Fred Alger Management, Inc. DIVISION The Schedule (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| TOTAL TOTAL RETURN PORTFOLIO RETURN Portfolio Manager - Massachusetts Financial Services DIVISION Company VALUE + VALUE + GROWTH PORTFOLIO GROWTH Portfolio Manager - Robertson, Stephens & Company DIVISION Investment Management, L.P. NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG TRUST FOR MORE DETAILS. Each Division below invests in shares of the mutual fund portfolio (the "Portfolio") designated. Each portfolio is a part of the PIMCO Trust managed by Pacific Investment Management Company ("PIMCO") HIGH YIELD HIGH YIELD BOND PORTFOLIO BOND Portfolio Manager - PIMCO. DIVISION STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO GROWTH AND Portfolio Manager - PIMCO INCOME DIVISION The General Account - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Guaranteed Division Not available. Contract Facts - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Contract Processing Dates The contract processing dates are the days when we deduct charges from the accumulation value. The contract processing date for your contract is April 1 of each year. Contract Processing Periods The period between successive contract processing dates unless it is the first contract processing period. In that case, it is the period from the contract date to the first contract processing date. Specially Designated Division When a distribution is made from an investment portfolio underlying a separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the amount of the distribution to the Liquid Asset Division unless you specify otherwise. Partial Withdrawal Information Conventional Partial Withdrawals Minimum Withdrawal Amount: $1,000 Maximum Withdrawal Percentage Factor: 15% of accumulation value as of the date of the withdrawal. We will collect a surrender charge for excess partial withdrawals. See Deferred Contract Loading shown in the Schedule. In no event may a partial withdrawal be greater than 90% of the cash surrender value. Systematic Partial Withdrawals Systematic partial withdrawals may be elected to commence after 28 days from the contract issue date. Systematic partial withdrawals may be taken on a monthly or quarterly basis, as long as the minimum of $100 is met. Maximum Percentage: 1.25% Monthly or 3.75% Quarterly We will collect a surrender charge for excess partial withdrawals. See Deferred Contract Loading shown in the Schedule. Contract Facts (continued) - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Guaranteed Death Benefit Interest Rate The death benefit proceeds are adjusted at a rate of 7% compounded annually, except that with respect to amounts in the Liquid Asset Division, the interest rate applied to such amounts will be the net rate of return for the Liquid Asset Division during the current valuation period, if it is less than 7%. Maximum Guaranteed Death Benefit This amount is equal to the sum of the premiums paid multiplied by two minus the sum of any partial withdrawals taken. Attained Age The issue age of the annuitant plus the number of full years elapsed since the contract date. Required Date of Annuity Commencement The required date of annuity commencement is the same date as the contract processing date in the month following the annuitant's 90th birthday. Minimum Annuity Income Payment The minimum monthly annuity income payment that we will make is $20. Charges and Fees - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Deductions from Premiums None. Deductions from Accumulation Value Initial Administrative Charge None. Administrative Charge We charge $40 to cover a portion of our ongoing administrative expenses for each contract processing period. The charge is incurred at the beginning of the contract processing period and deducted on the contract processing date at the end of the period. If the sum of the initial and additional premiums paid during the first contract year, equals $100,000 or more, this charge will be waived under the contract. Excess Allocation Charge If you make more than five allocation changes during a contract year, we will impose a $25 charge at the time each additional allocation is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being transferred from each division. Partial Withdrawal Charge If you take more than one conventional partial withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn at the time each additional conventional partial withdrawal is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being withdrawn from each division. Guaranteed Death Benefit Charge Not applicable. Deferred Charges Against the Accumulation Value Recovery of Deferred Contract Loading The recovery of deferred loading is equivalent to a "distribution fee," and a "surrender charge" as follows: (i) a "distribution fee" deducted in an annual amount of 1.00% of each premium at the end of each contract processing period for a period of six years from the date we receive and accept each premium payment; and (ii) a "surrender charge" deducted when a contract is surrendered or an excess partial withdrawal is taken during the six year period from the date we receive and accept each premium payment. The surrender charge percentages are as follows: Full Years Since Payment 1 2 3 4 5 6 7+ ---- ---- ---- ---- ---- ---- ---- Percentage of Payment 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% An excess partial withdrawal will cause imposition of a surrender charge and result in the reduction in the surrender charge still applicable. Contingent Deferred Sales Charge None. Charges and Fees (continued) - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Premium Taxes We deduct from the accumulation value the amount of any premium or other state and local taxes levied by any state or governmental entity when such taxes are incurred. We reserve the right to change the amount we charge for premium tax charges on future premium payments to conform with changes in the law or if the annuitant changes state of residence. Optional Benefit Riders, if any None. Deductions from the Divisions Mortality and Expense Risk Charge We deduct 0.002477% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.90%) for mortality and expense risks. Asset Based Administrative Charge We deduct 0.000276% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.10%) to compensate us for a portion of our administrative expenses. Charge Deduction Division All charges against the accumulation value in this contract will be deducted from the Liquid Asset Division. Income Plan Factors - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Values for other payment periods, ages, or joint life combinations are available on request. Monthly payments are shown for each $1,000 applied. Table for Income for a Fixed Period Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly of Years Income of Years Income of Years Income - ------------ ------- ------------ ------- ------------ ------- 1 $84.68 11 $8.88 21 $5.33 2 42.96 12 8.26 22 5.16 3 29.06 13 7.73 23 5.00 4 22.12 14 7.28 24 4.85 5 17.95 15 6.89 25 4.72 6 15.18 16 6.54 26 4.60 7 13.20 17 6.24 27 4.49 8 11.71 18 5.98 28 4.38 9 10.56 19 5.74 29 4.28 10 9.64 20 5.53 30 4.19 Table for Income for Life Male/Female Male/Female Male/Female Age 10 Years Certain 20 Years Certain Refund Certain - ---- ---------------- ---------------- -------------- 50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42 55 5.45/4.96 4.99/4.72 5.16/ 4.79 60 6.11/5.52 5.30/5.07 5.75/ 5.29 65 6.91/6.26 5.54/5.40 6.52/ 5.97 70 7.79/7.18 5.68/5.62 7.33/ 6.74 75 8.61/8.18 5.75/5.73 8.61/ 7.90 80 9.24/9.01 5.77/5.76 10.43/ 9.50 85 & Over 9.62/9.52 5.77/5.77 12.16/10.98 Introduction to this Contract - ----------------------------------------------------------------------- The Contract This is a legal contract between you and us. We provide benefits as stated in this contract. In return, you supply us with a completed application and the initial premium payment required to put this contract in effect. This contract, together with the attached copy of the initial application and any riders or endorsements, constitutes the entire contract. Riders and endorsements add provisions or change the terms of the basic contract. The Owner You are the owner of this contract. You are also the annuitant unless another annuitant has been named in the application and is shown on page 3A. You have the rights and options described in this contract. One or more people may own this contract. In the case of a sole owner who dies prior to the annuity commencement date, we will pay the beneficiary the death benefit then due. The sole owner's estate will be the beneficiary if no beneficiary designation is in effect, or if the designated beneficiary has predeceased the owner. In the case of a joint owner of the contract dying prior to the annuity commencement date, we will designate the surviving owner(s) as the beneficiary(ies). The Annuitant The annuitant will receive the annuity benefits of this contract if living on the annuity commencement date. You may name a contingent annuitant. The annuitant may not be changed at any time. If the annuitant dies before the annuity commencement date, the contingent annuitant becomes the annuitant. If there is no contingent annuitant when the annuitant dies, the beneficiary will be as provided in the beneficiary designation then in effect. If no beneficiary designation is in effect, or if there is no designated beneficiary living, the owner will be the beneficiary. If the annuitant is the sole owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. The Beneficiary The beneficiary is the person to whom we pay death proceeds if the annuitant or owner dies prior to the annuity commencement date. See Death Benefit Proceeds for more information. We pay death proceeds to the primary beneficiary. If the primary beneficiary dies before the annuitant, the death proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death proceeds to the owner (if other than the annuitant). If the owner was the annuitant, we pay any death proceeds to the annuitant's estate. One or more persons may be named as primary beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death proceeds are to be paid in equal shares to the surviving beneficiaries. You can specify other than equal shares. You have the right to change beneficiaries, unless you designate the primary beneficiary irrevocable. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary must act together to exercise the rights and options under this contract. Change of Owner or Beneficiary During the annuitant's lifetime and while this contract is in effect you can transfer ownership of this contract or change the beneficiary. To make any of these changes, you must send us written notice of the change in a form satisfactory to us. The change will take effect as of the day the notice is signed. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center. Premium Payments and Allocation Changes - ----------------------------------------------------------------------- Initial Premium Payment The initial premium payment is required to put this contract in effect. The amount of the initial premium payment is shown on page 3A. Additional Premium Payment Option You may make additional premium payments under this contract after the end of the free look period. Restrictions on additional premium payments, such as the attained age of the annuitant or owner and the timing and amount of each payment, are shown on page 3A. We reserve the right to defer acceptance of or to return any additional premium payments. As of the date we receive and accept your additional premium payment: (1) The accumulation value will increase by the amount of the premium payment less any premium deductions as shown on page 3E. (2) The increase in the accumulation value will be allocated among the separate and general account divisions in accordance with your instructions. If you do not provide such instructions, allocation will be among the separate and general account divisions in proportion to the amount of accumulation value in each division as of the date we receive and accept your additional premium payment. Some general account divisions may have restrictions on allocations. See page 3C. (3) Any deferred contract loading will increase. Such increase will be recovered in level installments from this contract's accumulation value. See page 3E for details. Where to Make Payments Remit the premium payments to our Customer Service Center at the address shown on the cover page. On request we will give you a receipt signed by our treasurer. Your Right to Change Allocation of Accumulation Value You may change the allocation of the accumulation value among the divisions after the end of the free look period. The number of free allocation changes each year that we will allow is shown on page 3A. To make an allocation change, you must provide us with satisfactory notice at our Customer Service Center. Some general account divisions may have restrictions on reallocations. See page 3C. What Happens if a Separate Account Division is Not Available When a distribution is made from an investment portfolio supporting a unit investment trust separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the distribution to the Specially Designated Division shown on page 3D unless you specify otherwise. Such a distribution may occur when an investment portfolio or division matures, when distribution from a portfolio or division cannot be reinvested in the portfolio or division due to the unavailability of securities, or for other reasons. When this occurs because of maturity, we will send written notice to you 30 days in advance of such date. To elect an allocation to other than the Specially Designated Division shown on page 3D, you must provide satisfactory notice to us at least seven days prior to the date the investment matures. Such allocations will not be counted as an allocation change of the accumulation value for purposes of the number of free allocations permitted. How We Measure the Contract's Accumulation Value - ----------------------------------------------------------------------- The variable annuity benefits under this contract are provided through investments which may be made in our separate and general accounts. The Separate Accounts These accounts, which are designated on page 3B, are kept separate from our general account and any other separate accounts we may have. They are used to support variable annuity contracts and may be used for other purposes permitted by applicable laws and regulations. We own the assets in the separate accounts. Assets equal to the reserves and other liabilities of the accounts will not be charged with liabilities that arise from any other business we conduct; but, we may transfer to our general account assets which exceed the reserves and other liabilities of the separate accounts. Income and realized and unrealized gains or losses from assets in these separate accounts are credited to or charged against the account without regard to other income, gains or losses in our other investment accounts. One type of separate account will invest in mutual funds, unit investment trusts and other investment portfolios which we determine to be suitable for this contract's purposes. This separate account is treated as a unit investment trust under Federal securities laws. It is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940. This separate account is also governed by state laws as designated on page 3B. Another type of separate account will invest directly in portfolio securities deemed appropriate by the investment adviser or the committee managing a separate account. This separate account is treated as an open end, diversified management investment company under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. This separate account is also governed by state laws as designated on page 3B. Separate Account Divisions A unit investment trust separate account includes divisions, each investing in a designated investment portfolio. The divisions and the investment portfolios in which they invest, if applicable, are specified on page 3B. Some of the portfolios designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. A managed separate account includes divisions, each investing directly in portfolios of securities designed to meet the objectives of the division. The divisions, if applicable, and their objectives are specified on page 3B. Some of the divisions designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. Changes Within the Separate Accounts We may, from time to time, make additional separate account divisions available to you. These divisions will invest in investment portfolios we find suitable for this contract. We also have the right to eliminate divisions from a separate account, to combine two or more divisions or to substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio or division no longer suits the purposes of this contract. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions, or because the portfolio or division is no longer available for investment, or for some other reason. We will get prior approval from the insurance department of our state of domicile before making such a substitution. This approval process is on file with the insurance department of the jurisdiction in which this contract is delivered. We will also get any required approval from the SEC and any other required approvals before making such a substitution. Subject to any required regulatory approvals, we reserve the right to transfer assets of the separate account, which we determine to be associated with the class of contracts to which this contract belongs, to another separate account or division. How We Measure the Contract's Accumulation Value (continued) - ----------------------------------------------------------------------- When permitted by law, we reserve the right to: (1) deregister a separate account under the Investment Company Act of 1940; (2) operate a separate account as a management company under the Investment Company Act of 1940, if it is operating as a unit investment trust; (3) operate a separate account as a unit investment trust under the Investment Company Act of 1940, if it is operating as a managed separate account; (4) restrict or eliminate any voting rights of owners, or other persons who have voting rights as to a separate account; and, (5) combine a separate account with other separate accounts. The General Account The general account contains all assets of the company other than those in the separate accounts we establish. The general account divisions available for investment are shown on page 3C. We may, from time to time, offer other divisions where assets are held in our general account. Valuation Period Each division will be valued at the end of each valuation period on a valuation date. A valuation period is each business day together with any non-business days before it. A business day is any day the New York Stock Exchange (NYSE) is open for trading, or any day in which the SEC requires that mutual funds, unit investment trusts, or other investment portfolios be valued. Accumulation Value The accumulation value of this contract is the sum of the amounts in each of the separate and general account divisions. You select the separate and general account divisions to which to allocate the accumulation value. The maximum number of divisions to which the accumulation value may be allocated at any one time is shown on page 3A. Accumulation Value in each Division On the Contract Date On the contract date, the accumulation value is allocated to each division as shown on page 3A. On each Valuation Date At the end of each subsequent valuation period, the amount of accumulation value in each division will be calculated as follows: (1) We take the accumulation value in the division at the end of the preceding valuation period. (2) We multiply (1) by the division's net rate of return for the current valuation period. (3) We add (1) and (2). (4) We add to (3) any additional premium payments (less any premium deductions as shown on page 3E) allocated to the division during the current valuation period. (5) We add or subtract allocations to or from that division during the current valuation period. (6) We subtract from (5) any partial withdrawals which are allocated to the division during the current valuation period. How We Measure the Contract's Accumulation Value (continued) - ----------------------------------------------------------------------- (7) We subtract from (6) the amounts allocated to that division for: (a) any charges due for optional benefit riders as shown on page 3E ; (b) any contract fees as shown on page 3E; and (c) any recovery of deferred contract loading as shown on page 3E. All amounts in (7) are allocated to each division in the proportion that (6) bears to the accumulation value unless the Charge Deduction Division has been specified (See page 3E). Measurement of Investment Experience Index of Investment Experience The investment experience of a separate account division is determined on each valuation date. We use an index to measure changes in each division's experience during a valuation period. We set the index at $10 when the first investments in a division are made. The index for a current valuation period equals the index for the preceding valuation period multiplied by the experience factor for the current valuation period. How We Determine the Experience Factor For divisions of a unit investment trust separate account the experience factor reflects the investment experience of the portfolio in which the division invests as well as the charges assessed against the division for a valuation period. The factor is calculated as follows: (1) We take the net asset value of the portfolio in which the division invests at the end of the current valuation period. (2) We add to (1) the amount of any dividend or capital gains distribution declared for the investment portfolio and reinvested in such portfolio during the current valuation period. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the portfolio at the end of the preceding valuation period. (4) We subtract the daily mortality and expense risk charge for each division shown on page 3E for each day in the valuation period. This charge is to cover expense and mortality risks that we are assuming. (5) For certain divisions, we subtract an additional charge equal to the daily charge shown on page 3E for each day in the valuation period. For divisions of a managed separate account which invest directly in portfolio securities the experience factor reflects the investment experience of the division as well as the charges assessed against the division. The factor is calculated as follows: (1) Take the value of the assets in the division at the end of the preceding valuation period. (2) Add to (1) any investment income and capital gains, realized or unrealized, credited to the assets during the current valuation period. (3) Subtract from (2) any capital losses, realized or unrealized, charged against the assets during the current valuation period. (4) Subtract from (3) any amount charged against the division for any taxes. (5) Divide (4) by the value of the assets in the division at the end of the preceding valuation period. (6) Subtract from (5) a daily charge for operating expenses actually incurred. (7) Subtract from (6) the daily charge for investment advice for each day in the valuation period as shown on page 3B. (8) Subtract from (7) the daily charge for mortality and expense risks for each day in the valuation period as shown on page 3E. Calculations for divisions investing in mutual fund portfolios are made on a per share basis. Calculations for divisions investing in unit investment trusts are on a per unit basis. How We Measure the Contract's Accumulation Value (continued) - ----------------------------------------------------------------------- Net Rate of Return for a Separate Account Division The net rate of return for a separate account division during a valuation period is the experience factor for that valuation period minus one. Net Rate of Return for a General Account Division The net rate of return for a general account division during a valuation period is the rate for the number of days in the valuation period equivalent to the effective annual rate declared for that division. Charges Deducted from Accumulation Value on each Contract Processing Date Expense charges, including administrative and other fees, and the recovery of any deferred contract loading, are shown on page 3E. Charge Deduction Division Option We will deduct all charges against the accumulation value of this contract from the Charge Deduction Division if you elected this option on the application (see page 3E). We will deduct these charges proportionately from all of the divisions in which you are invested if you did not elect this option or if the charges are greater than the amount in the Charge Deduction Division. You may at any time while this contract is in effect change your election of this option. To do this you must send us a written request to our Customer Service Center. Any change will take effect within seven days of the date we receive your request. Your Contract Benefits - ----------------------------------------------------------------------- While this contract is in effect, there are important rights and benefits that are available to you. We discuss these rights and benefits in this section. Cash Value Benefit Cash Surrender Value The cash surrender value, while the annuitant is living and before the annuity commencement date, is determined as follows: (1) We take the contract's accumulation value; (2) We deduct any unrecovered deferred contract loading; (3) We deduct any charges shown on page 3E that have been incurred but not yet deducted, including: (a) any first year administrative fee that has not yet been deducted; (b) any quarterly administrative fee to be deducted on the next contract processing date; (c) the pro rata part of any guaranteed death benefit charge; and, (d) the pro rata part of any charges for optional benefit riders. Cancelling to Receive the Cash Surrender Value You may, at any time while the annuitant is living and before the annuity commencement date, surrender this contract to us. To do this, you must return this contract with a signed request for cancellation to our Customer Service Center. The cash surrender value will vary daily. We will determine the cash surrender value as of the date we receive the contract and your signed request in our Customer Service Center. All benefits under this contract will then end. We will usually pay the cash surrender value within seven days. But we may delay payment as described in the Payments We may Defer provision. Partial Withdrawal Option After the first contract anniversary, you may make a partial withdrawal once in each contract year. The minimum amount that may be withdrawn is shown on page 3D. The maximum amount that may be withdrawn is determined by multiplying the cash surrender value by the maximum withdrawal percentage factor shown on page 3D. Any withdrawal you make will not be treated as premium only for the purposes of calculating the deferred charges against the accumulation value. To take a partial withdrawal, you must provide us with satisfactory notice at our Customer Service Center. Proceeds Payable to the Beneficiary See Endorsement Prior to the Annuity Commencement Date If either the annuitant (when there is no contingent annuitant) or owner dies prior to the annuity commencement date we will pay the beneficiary the greater of either the accumulation value or guaranteed death benefit. We will pay the amount on receipt of due proof of the annuitant's or owner's death at our Customer Service Center. Such amount may be received in a single lump sum or applied to any of the annuity options (see Choosing an Income Plan). How to Claim Payments to Beneficiary We must receive proof of the annuitant's or owner's death before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. Your Contract Benefits (continued) - ----------------------------------------------------------------------- Guaranteed Death Benefit On the contract date the guaranteed death benefit is equal to the premium paid. On subsequent valuation dates, the guaranteed death benefit is calculated as follows: (1) take the guaranteed death benefit from the prior valuation date; (2) calculate interest on (1) for the current valuation period at the Guaranteed Death Benefit Interest Rate shown on page 3D; (3) add (1) and (2); (4) add any additional premiums paid during the current valuation period to (3); (5) subtract any partial withdrawals made during the current valuation period from (4); (6) subtract any charges made during the current valuation period for optional benefit riders from (5). If (6) is greater than the Maximum Guaranteed Death Benefit described on page 3D, we will pay the Maximum Guaranteed Death Benefit. Choosing an Income Plan - ----------------------------------------------------------------------- Annuity Benefits If the annuitant and owner are living on the annuity commencement date, we will begin making payments to the annuitant. We will make these payments under the annuity option (or options) as chosen in the application or as subsequently selected. You may choose or change an annuity option by making a written request at least 30 days prior to the annuity commencement date. Unless you have chosen otherwise, Option 2 on a 10 year period certain basis will become effective. The amount of the payments will be determined by applying the accumulation value on the annuity commencement date in accordance with the Annuity Options section below (See Payments We May Defer). Before we pay any annuity benefits, we require the return of this contract. If this contract has been lost, we require the applicable lost contract form. Annuity Commencement Date Selection You select the Annuity Commencement Date. You may select any date following the third contract anniversary but before the required date of annuity commencement as shown on page 3D. If you do not select a date, the annuity commencement date will be in the month following the required date of annuity commencement. Frequency Selection You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually, or annually. If we do not receive written notice from you, the payments will be made monthly. The Income Plan While this contract is in effect and before the annuity commencement date, you may choose one or more annuity options for the payment of death benefit proceeds. If, at the time of the annuitant's or owner's death, no option has been chosen for paying death benefit proceeds, the beneficiary may choose an option within one year. You may also elect an annuity option on surrender of the contract for its cash surrender value. For each option we will issue a separate written agreement putting the option into effect. Our approval is needed for any option where: (1) the person named to receive payment is other than the owner or beneficiary; or (2) the person named is not a natural person, such as a corporation; or (3) any income payment would be less than the minimum annuity income payment shown on page 3D. The Annuity Options There are four options to choose from. They are: Option 1. Income for a Fixed Period Payment is made in equal installments for a fixed number of years. We guarantee each monthly payment will be at least the Income For Fixed Period amount shown on page 3F. Values for annual, semiannual or quarterly payments are available on request. Option 2. Income for Life Payment is made to the person named in equal monthly installments and guaranteed for at least a period certain. The period certain can be 10 or 20 years. Other periods certain are available on request. A refund certain may be chosen instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee each payment will be at least the amount shown in the Income for Life Table on page 3F. By age we mean the named person's age on his or her last birthday before the option's effective date. Amounts for ages not shown are available on request. Choosing an Income Plan (continued) - ----------------------------------------------------------------------- Option 3. Joint Life Income This option is available if there are two persons named to receive payments. At least one of the persons named must be either the owner or beneficiary of this contract. Monthly payments are guaranteed and are made as long as at least one of the named persons is living. The monthly payment amounts are available upon request. Option 4. Annuity Plan An amount can be used to buy any single premium annuity we offer on the option's effective date. Payment when Named Person Dies When the person named to receive payment dies, we will pay any amounts still due as provided by the option agreement. The amounts still due are determined as follows: (1) For options 1, 2, or any remaining guaranteed payments, payments will be continued. Under options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is 3.00% for option 1 and 3.50% for option 2. We will however, base the discount interest rate on the interest rate used to calculate the payments for options 1 and 2 if such payments were not based on the tables in this contract. (2) For option 3, no amounts are payable after both named persons have died. (3) For option 4, the annuity agreement will state the amount due, if any. Other Important Information - ----------------------------------------------------------------------- Sending Notice to Us Whenever written notice is required, send it to our Customer Service Center. The address of our Customer Service Center is shown on the cover page. Please include your contract number in all correspondence. Reports to Owner We will send you a report within 31 days of each contract quarter. The report will show the accumulation value and the cash surrender value as of the end of the contract processing period. The report will also show the allocation of the accumulation value as of such date and the amounts deducted from or added to the accumulation value since the last report. The report will also include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this contract is delivered. We will also send you copies of any shareholder reports of the portfolios in which the divisions of the separate accounts invest, as well as any other reports, notices or documents required by law to be furnished to contract owners. Assignment - Using this Contract as Collateral Security You can assign this contract as collateral security for a loan or other obligation. This does not change the ownership. Your rights and any beneficiary's rights are subject to the terms of the assignment. To make or release an assignment, we must receive written notice satisfactory to us, at our Customer Service Center. We are not responsible for the validity of any assignment. Changing this Contract This contract or any additional benefit riders may be changed to another annuity plan according to our rules at the time of the change. Contract Changes - Applicable Tax Law We reserve the right to make changes in this contract or its riders to the extent we deem it necessary to continue to qualify this contract as an annuity. Any such changes will apply uniformly to all contracts that are affected. You will be given advance written notice of such changes. Misstatement of Age or Sex If an age or sex has been misstated in the application, the amounts payable or benefits provided by this contract shall be those that the premium payment made would have bought at the correct age or sex . Non-Participating This contract does not participate in the divisible surplus of Golden American Life Insurance Company. Other Important Information (continued) Payments We may Defer We may not be able to determine the value of the assets of the separate account divisions because: (1) The NYSE is closed for trading; (2) the SEC determines that a state of emergency exists; or (3) an order or pronouncement of the SEC permits a delay for the protection of contract owners. (4) the check used to pay the premium has not cleared through the banking system. This may take up to 15 days. During such times, as to amounts allocated to the divisions of the separate account, we may delay: (1) determination and payment of the cash surrender value; (2) determination and payment of any death benefit if death occurs before the annuity commencement date; (3) allocation changes of the accumulation value; or, (4) application of the accumulation value under an income plan. As to amounts allocated to a general account division, we may, at any time, defer payment of the cash surrender value for up to six months after we receive a request for it. We will allow interest of at least 4.00% a year on any cash surrender value payment derived from the general account divisions that we defer 30 days or more. Authority to Make Agreements All agreements made by us must be signed by our president or a vice president and by our secretary or an assistant secretary. No other person, including an insurance agent or broker, can: (1) change any of this contract's terms; (2) extend the time for premium payments; or (3) make any agreement binding on us. Required Note on Our Computations We have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this contract is delivered. The values are not less than those required by the law of that state or jurisdiction. Any benefit provided by an attached optional benefit rider will not increase these values unless otherwise stated in that rider. [Page Left Blank] Deferred Variable Annuity Contract - No Dividends - ----------------------------------------------------------------------- Variable cash surrender values while the annuitant and owner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non-participating. Investment results reflected in values. EX-99.B4B 10 DEFERRED VARIABLE ANNUITY CERTIFICATE EXHIBIT 4(b) [graphics of 4 bold lines] GOLDEN DEFERRED VARIABLE AMERICAN AUNNITY CERTIFICATE LIFE INSURANCE COMPANY Golden American is a stock company domiciled in Wilmington, Delaware. - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Contractholder Group Contract Number | |GOLDEN INVESTORS TRUST G000001-0E | |----------------------------------------------------------------------| |Annuitant Certificateowner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date | | $100,000 LIFE 10 YEAR CERTAIN | |JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) Certificate Number | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 | |----------------------------------------------------------------------| In this certificate "you" or "your" refers to the certificateowner shown above. "We", "our", or "us" refers to Golden American Life Insurance Company. You may allocate this certificate's accumulation value among the separate and general account divisions shown in the Schedule. This certificate describes the benefits and provisions of the group contract. The group contract, as issued to the contractholder by us, alone makes up the agreement under which benefits are paid. The group contract may be inspected at the office of the contractholder. In consideration of the enrollment form for this certificate and the payment of premiums, we agree, subject to the terms and conditions of the group contract, to provide the benefits described in this certificate to the persons eligible (herein called "annuitant[s]") under the terms of the group contract. If the group contract and this certificate are in force, we will make income payments to the annuitant starting on the annuity commencement date as shown in the Schedule. If the annuitant (when there is no contingent annuitant) or certificateowner dies prior to the annuity commencement date, we will pay a death benefit to the beneficiary. The amount of such benefits is subject to the terms of this certificate. All death benefit proceeds due under this certificate will be paid according to the beneficiary designation and the provisions of the group contract. Payment of such proceeds by us will completely discharge our liability with respect to the amounts so paid. All payments and values, when based on the investment experience of a separate account, may increase or decrease, depending on the certificate's investment results. Signed for Golden American Life Insurance Company on the group contract issue date. President: Secretary: Deferred Variable Annuity Certificate - No Dividends Variable cash surrender values while the annuitant and certificateowner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non- participating. Investment results reflected in values. Table of Contents - -------------------------------------------------------------------- The Schedule 3 Premium Payment and Investment Information Your Certificate Benefits 12 The Separate Accounts General Account Cash Value Benefit Certificate Facts Partial Withdrawal Option Charges Income Plan Factors Death Benefit Proceeds 13 Important Terms 4 Proceeds Payable to the Beneficiary Introduction to this Certificate 6 Choosing an Income Plan 14 The Certificate Annuity Benefits The Certificateowner Annuity Commencement Date Selection The Annuitant Frequency Selection The Beneficiary The Income Plan Change of Certificate- owner or Beneficiary The Annuity Options Payments When Named Person Dies Premium Payments and Allocation Changes 7 Other Important Information 16 Initial Premium Payment Additional Premium Payment Option Entire Contract Your Right to Change Allocation of Sending Notice to Us Accumulation Value Reports to Certificateowner What Happens if a Division is Not Available Assignment - Using this Certificate as Collateral Security How We Measure the Certificate's Changing the Group Contract Accumulation Value 8 Contract Changes - Applicable Tax Law Misstatement of Age or Sex The Separate Accounts Non-Participating The General Account Payments We may Defer Valuation Period Authority to Make Agreements Accumulation Value Required Note on Our Computations Accumulation Value in each Division Facility of Payment Measurement of Investment Experience Incontestability Charges Deducted from Accumulation Value on each Certificate Processing Date A copy of the enrollment form and any additional riders and endorsements are at the back of this certificate. SCHEDULE PAGES The Schedule Pages (pages 3A to 3E) give specific facts about this certificate and its coverage. Please refer to them while reading this certificate. The Schedule - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Contractholder Group Contract Number | |GOLDEN INVESTORS TRUST G000001-0E | |----------------------------------------------------------------------| |Annuitant Certificateowner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Annuitant's Issue Age Annuitant's Sex Certificateowner's Issue Age| |35 MALE 55 | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date | | LIFE 10 YEAR | |$100,000 CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Certificate Date Certificate Certificate Number | | Issue Date | |JANUARY 1, 1993 JANUARY 1, 1993 123456 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Premium Payment and Investment Information Initial premium payment received: $10,000 As requested in the enrollment form, your accumulation value has been invested as follows: Percentage of Division Accumulation Value Multiple Allocation 10% Fully Managed 10% Capital Appreciation 10% Rising Dividends 10% All-Growth 10% Real Estate 10% Natural Resources 10% Emerging Markets 10% The Managed Global Account 10% Limited Maturity Bond 5% Liquid Asset 5% --- Total 100% Additional Premium Payment Information We will accept additional premium payments until either the annuitant or the certificateowner reaches the attained age of 85. The minimum additional payment which may be made is $500. Accumulation Value Allocation Rules The maximum number of divisions in which you may be invested at any one time is eleven. You are allowed five allocation changes per certificate year without charge. We will impose a charge for each additional allocation change in excess of five. The excess allocation charge is shown in the Charges section of the Schedule. Allocation Changes by Telephone You may request allocation changes by telephone during our telephone request business hours. You may call our Customer Service Center at 1-800-366-0066 to make allocation changes by using the personal identification number you will receive. You may also mail any notice or request for allocation changes to our Customer Service Center. The Schedule (continued) - -------------------------------------------------------------------- The Separate Accounts Divisions Investing in Shares of Mutual Funds Separate Account B is a unit investment trust separate account, organized in and governed by the laws of the state of Delaware, our state of domicile. Separate Account B is divided into divisions. Each division listed below invests in shares of the mutual fund portfolio designated. Each portfolio is a part of The GCG Trust managed by Directed Services, Inc. ALL-GROWTH ALL-GROWTH SERIES DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd. CAPITAL CAPITAL APPRECIATION SERIES APPRECATION Portfolio Manager - INVESCO (NY), Inc DIVISION DEVELOPING DEVELOPING WORLD SERIES WORLD Portfolio Manager - Baring International DIVISION Investment Limited FULLY FULLY MANAGED SERIES MANAGED Portfolio Manager - T. Rowe Price Associates, DIVISION Inc. GROWTH GROWTH OPPORTUNITIES SERIES OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, DIVISION LLC EQUITY EQUITY INCOME SERIES INCOME Portfolio Manager - T. Rowe Price Associates, DIVISION Inc. RISING RISING DIVIDENDS SERIES DIVIDENDS Portfolio Manager - Kayne Anderson Investment DIVISION Management, LLC STRATEGIC STRATEGIC EQUITY SERIES EQUITY Portfolio Manager - AIM Advisors, Inc DIVISION VALUE VALUE EQUITY SERIES EQUITY Portfolio Manager - Eagle Asset Management, Inc. DIVISION EMERGING EMERGING MARKETS SERIES MARKETS Portfolio Manager - Putnam Investment Management, DIVISION Inc. GLOBAL GLOBAL FIXED INCOME PORTFOLIO FIXED Portfolio Manager - Barings Investment Limited INCOME International DIVISION GROWTH AND GROWTH AND INCOME PORTFOLIO INCOME Portfolio Manager - Alliance Capital Management DIVISION L.P. The Schedule (continued) - -------------------------------------------------------------------- HARD HARD ASSETS SERIES ASSETS Portfolio Manager - Baring International DIVISION Investment Limited LIMITED LIMITED MATURITY BOND SERIES MATURITY Portfolio Manager - ING Investment Management, BOND LLC DIVISION LIQUID LIQUID ASSET SERIES ASSET Portfolio Manager - ING Investment Management, DIVISION LLC MANAGED MANAGED GLOBAL SERIES GLOBAL Portfolio Manager - Putnam Investment Management, DIVISION Inc. MID-CAP MID-CAP GROWTH SERIES GROWTH Portfolio Manager - Massachusetts Financial DIVISION Services Co. REAL REAL ESTATE SERIES ESTATE Portfolio Manager - EII Realty Securities, Inc. DIVISION RESEARCH RESEARCH PORTFOLIO DIVISION Portfolio Manager - Massachusetts Financial Services Company SMALL SMALL CAP SERIES CAP Portfolio Manager - Fred Alger Management, Inc. DIVISION TOTAL TOTAL RETURN PORTFOLIO RETURN Portfolio Manager - Massachusetts Financial DIVISION Services Company GROWTH GROWTH PORTFOLIO DIVISION Portfolio Manager - Janis Capital Corporation NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG TRUST FOR MORE DETAILS. Each Division below invests in shares of the mutual fund portfolio (the "Portfolio") designated. Each portfolio is a part of the PIMCO Trust managed by Pacific Investment Management Company ("PIMCO") HIGH YIELD HIGH YIELD BOND PORTFOLIO BOND Portfolio Manager - PIMCO. DIVISION STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO GROWTH AND Portfolio Manager - PIMCO INCOME DIVISION The Schedule (continued) - -------------------------------------------------------------------- The General Account Not available. Certificate Facts Certificate Processing Dates The certificate processing date for your certificate is January 1st of each year. Certificate Processing Periods The period between successive certificate processing dates unless it is the first certificate processing period. In that case, it is the period from the certificate date to the first certificate processing date. Specially Designated Division When a distribution is made from an investment portfolio underlying a separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the amount of the distribution to the Liquid Asset Division unless you specify otherwise. Conventional Partial Withdrawals Minimum Withdrawal Amount: $1,000 Maximum Withdrawal Percentage Factor: 15% of accumulation value as of the date of the withdrawal. We will collect a surrender charge for excess partial withdrawals. See Deferred Charges Against the Accumulation Value shown in the Schedule. In no event may a partial withdrawal be greater than 90% of the cash surrender value. Systematic Partial Withdrawals Systematic partial withdrawals may be elected to commence after 28 days from the certificate issue date. Systematic partial withdrawals may be taken on a monthly or quarterly basis, as long as the minimum of $100 is met: Maximum Percentage Amounts: 1.25% Monthly or 3.75% Quarterly We will collect a surrender charge for excess partial withdrawals. See Deferred Charges Against the Accumulation Value shown in the Schedule. Guaranteed Death Benefit Interest Rate The death benefit proceeds are adjusted at a rate of 7% compounded annually, except that with respect to amounts in the Liquid Asset Division, the interest rate applied to such amounts will be the net rate of return for the Liquid Asset Division during the current valuation period, if it is less than 7%. Maximum Guaranteed Death Benefit This amount is equal to the sum of the premiums paid multiplied by two minus the sum of any partial withdrawals taken. Required Date of Annuity Commencement The required date of annuity commencement is the same date as the certificate processing date in the month following the annuitant's 90th birthday. Minimum Annuity Income Payment The minimum monthly annuity income payment that we will make is $20. Optional Benefit Riders - None. The Schedule (continued) - -------------------------------------------------------------------- CHARGES Charge Deduction Division All charges against the accumulation value in this certificate will be deducted from the Liquid Asset Division. Deductions from Premiums - None. Deductions from Accumulation Value Initial Administrative Charge - None. Administrative Charge - We charge $40 to cover a portion of our ongoing administrative expenses for each certificate processing period. The charge is incurred at the beginning of the certificate processing period and deducted on the certificate processing date at the end of the period. If the sum of the initial and additional premiums paid during the first certificate year, equals $100,000 or more, this charge will be waived under the certificate. We reserve the right to increase this charge to a maximum of $15 per certificate processing period. Excess Allocation Charge - If you make more than five allocation changes during a certificate year, we will impose a $25 charge at the time each additional allocation is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being transferred from each division. Partial Withdrawal Charge - If you take more than one conventional partial withdrawal during a certificate year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn at the time each additional conventional partial withdrawal is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being withdrawn from each division. Guaranteed Death Benefit Charge - We charge $0.60 per $1,000 of guaranteed death benefit per certificate year. This is deducted on each certificate processing date at the rate of $0.15 per $1,000 of guaranteed death benefit in effect on the last certificate processing date Not Applicable. Deferred Charges Against the Accumulation Value The recovery of deferred loading is equivalent to a "distribution fee," and a "surrender charge" as follows: (i) a "distribution fee" deducted in an annual amount of 1.00% of each premium at the end of each certificate processing period for a period of six years from the date we receive and accept each premium payment; and (ii) a "surrender charge" deducted when a certificate is surrendered or an excess partial withdrawal is taken during the six year period from the date we receive and accept each premium payment. The surrender charge percentages are as follows: Full Years Since Payment 1 2 3 4 5 6 7+ ---- ---- ---- ---- ---- ---- ---- Percentage of Payment 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% An excess partial withdrawal will cause imposition of a surrender charge and result in the reduction in the surrender charge still applicable. Contingent Deferred Sales Charge - None. Premium Taxes - We deduct from the accumulation value the amount of any premium or other state and local taxes levied by any state or governmental entity when such taxes are incurred. We reserve the right to change the amount we charge for premium tax charges on future premium payments to conform with changes in the law or if the annuitant changes state of residence. Mortality and Expense Risk Charge - We deduct 0.002477% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.90%) for mortality and expense risks. We reserve the right to increase this charge to a maximum of a daily charge of 0.003446% (equivalent to an annual rate of 0.90%) of the assets in each division of the separate accounts. Asset Based Administrative Charge - We deduct 0.000276% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.10%) to compensate us for a portion of our ongoing administrative expenses. The Schedule (continued) - -------------------------------------------------------------------- Income Plan Factors Values for other payment periods, ages, or joint life combinations are available on request. Monthly payments are shown for each $1,000 applied. Table for Income for a Fixed Period Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly of Years Income of Years Income of Years Income - ------------ ------- ------------ ------- ------------ ------- 1 $84.68 11 $8.88 21 $5.33 2 42.96 12 8.26 22 5.16 3 29.06 13 7.73 23 5.00 4 22.12 14 7.28 24 4.85 5 17.95 15 6.89 25 4.72 6 15.18 16 6.54 26 4.60 7 13.20 17 6.24 27 4.49 8 11.71 18 5.98 28 4.38 9 10.56 19 5.74 29 4.28 10 9.64 20 5.53 30 4.19 Table for Income for Life Male/Female Male/Female Male/Female Age 10 Years Certain 20 Years Certain Refund Certain - ---- ---------------- ---------------- -------------- 50 $4.93/4.52 $4.68/4.40 $ 4.74/ 4.42 55 5.45/4.96 4.99/4.72 5.16/ 4.79 60 6.11/5.52 5.30/5.07 5.75/ 5.29 65 6.91/6.26 5.54/5.40 6.52/ 5.97 70 7.79/7.18 5.68/5.62 7.33/ 6.74 75 8.61/8.18 5.75/5.73 8.61/ 7.90 80 9.24/9.01 5.77/5.76 10.43/ 9.50 85 & Over 9.62/9.52 5.77/5.77 12.16/10.98 Important Terms - -------------------------------------------------------------------- Account, the - A separate account established by us to segregate the assets funding the variable benefits provided by the group contract from our general assets. Accumulation Value - The amount that a certificate provides for investment at any time. Initially, this amount is equal to the premium paid. Thereafter, the accumulation value will reflect the premiums paid, investment experience, charges deducted and partial withdrawals taken. Annuitant - The person designated by the certificateowner to receive the annuity payments and whose death initiates payment of the death benefit. Annuity Commencement Date - For each certificate, the date on which annuity payments begin. Annuity Options - Options the certificateowner selects that determine the annuity payout. Annuity Payment - The periodic payment an annuitant receives. It may be either a fixed or a variable amount based on the annuity option chosen by the annuitant (see Choosing an Income Plan). Attained Age - The issue age of the annuitant plus the number of full years elapsed since the certificate date. Beneficiary - The person designated to receive benefits in the case of the death of the annuitant (when there is no contingent annuitant) or certificateowner. Business Day - Any day the New York Stock Exchange ("NYSE") is open for trading or any day on which the Securities and Exchange Commission ("SEC") requires that mutual funds, unit investment trusts or other investment portfolios be valued. Cash Surrender Value - The amount the certificateowner receives if the owner surrenders the certificate. Certificate - This is a summary of the benefits and provisions provided by the group contract. Certificate Anniversary - The anniversary of the certificate date. Certificate Date - The date from which we begin determining the certificate values. It may or may not be the same as the certificate issue date. This date is used to determine certificate months, processing dates, years, and anniversaries. Certificate Issue Date - The date the certificate is issued at our Customer Service Center. Certificate Processing Dates - The days when we deduct charges from the accumulation value. Certificate Processing Period - The period between successive certificate processing dates unless it is the first certificate processing period. In that case, it is the period from the certificate date to the first certificate processing date. Certificate Year - The period between certificate anniversaries. Certificateowner - The person who owns a certificate and is entitled to exercise all rights of the certificate. This person's death also initiates payment of the death benefit. Charge Deduction Division - The division from which all charges are deducted if so designated on the enrollment form or later elected by the certificateowner. For this certificate, it is the Liquid Asset Division. Important Terms (continued) - -------------------------------------------------------------------- Contingent Annuitant - The person designated by the certificateowner who, upon the annuitant's death prior to the annuity commencement date, becomes the primary annuitant. Contract Issue Date - The date the group contract is issued at our Customer Service Center. Contractholder - The entity that is issued the group contract. Customer Service Center - The entity that provides service to our contractholders and certificateowners. It is located at P.O. Box 8794, Wilmington, DE 19899-8794 and may be reached by phone at 1-800- 366-0066. Endorsements - Endorsements add provisions or change the terms of the group contract. Excess Allocation Charge - The charge we impose for each allocation change above five, which is the number of free allocation changes allowed each contract year. Experience Factor - The factor which reflects the investment experience of the portfolio in which a division invests as well as the charges assessed against the division for a valuation period. General Account - The account which contains all of our assets other than those held in our separate accounts. Guaranteed Death Benefit Interest Rate - The annual rate at which the Guaranteed Death Benefit is calculated. Index of Investment Experience - The index that measures the performance of a separate account division. Initial Premium - The payment amount required to put each certificate in effect. Issue Age - The annuitant's age on the last birthday on or before the certificate date. Specially Designated Division - Distributions from a portfolio underlying a division in which reinvestment is not available will be allocated to this division. For these contracts, it is the Liquid Asset Division. Valuation Date - The day at the end of a valuation period when each division is valued. Valuation Period - Each business day together with any non-business days before it. Introduction to the Certificate - -------------------------------------------------------------------- The Certificate You supply us with a completed enrollment form and the initial premium payment required to put this certificate in effect. In return, we provide benefits as stated in the group contract and described in this certificate. The Certificateowner You are the certificateowner of this certificate. You are also the annuitant unless another annuitant has been named in the enrollment form and is shown in the Schedule. You have the rights and options described in this certificate. One or more people may own a certificate. In the case of a sole certificateowner who dies prior to the annuity commencement date, we will pay the beneficiary the death benefit then due. The sole certificateowner's estate will be the beneficiary if no beneficiary designation is in effect, or if the designated beneficiary has predeceased the certificateowner. In the case of a joint certificateowner dying prior to the annuity commencement date, we will designate the surviving certificateowner(s) as the beneficiary(ies). The Annuitant The annuitant will receive the annuity benefits of this certificate if living on the annuity commencement date. The annuitant may not be changed at any time. You may name a contingent annuitant. If the annuitant dies before the annuity commencement date, the contingent annuitant becomes the annuitant. If there is no contingent annuitant when the annuitant dies, the beneficiary will be as provided in the beneficiary designation then in effect. If no beneficiary designation is in effect, or if there is no designated beneficiary living, the certificateowner will be the beneficiary. If the annuitant is the sole certificateowner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. The Beneficiary The beneficiary is the person to whom we pay death proceeds if the annuitant or certificateowner dies prior to the annuity commencement date. See Death Benefit Proceeds for more information. We pay death proceeds to the primary beneficiary. If the primary beneficiary dies before the annuitant, the death proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death proceeds to the certificateowner (if other than the annuitant). If the certificateowner was the annuitant, we pay any death proceeds to the annuitant's estate. One or more persons may be named as primary beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death proceeds are to be paid in equal shares to the surviving beneficiaries. You can specify other than equal shares. You have the right to change beneficiaries, unless you designate the primary beneficiary irrevocable. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary must act together to exercise the rights and options under this certificate. Change of Certificateowner or Beneficiary During the annuitant's lifetime and while this certificate is in effect you can transfer ownership of this certificate or change the beneficiary. To make any of these changes, you must send us written notice of the change in a form satisfactory to us. The change will take effect as of the day the notice is signed. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center. Premium Payments and Allocation Changes - -------------------------------------------------------------------- Initial Premium Payment The amount and allocation of the initial premium payment is shown in the Schedule. Additional Premium Payment Option You may make additional premium payments at any time before the annuity commencement date. Satisfactory notice to us must be given for additional premium payments. Restrictions on additional premium payments, such as the attained age of the annuitant or certificateowner and the timing and amount of each payment, are shown in the Schedule. We reserve the right to defer acceptance of or to return any additional premium payments. As of the date we receive and accept your additional premium payment: (1) The accumulation value will increase by the amount of the premium payment less any premium deductions as shown in the Schedule. (2) The increase in the accumulation value will be allocated among the separate and general account divisions in accordance with your instructions. If you do not provide such instructions, allocation will be among the separate and general account divisions in proportion to the amount of accumulation value in each division as of the date we receive and accept your additional premium payment. Some general account divisions may have restrictions on allocations. (3) Any deferred loading will increase. Such increase will be recovered in level installments from this certificate's accumulation value. See the Schedule for details. Where to Make Payments Remit the premium payments to our Customer Service Center. On request we will give you a receipt signed by our treasurer. Your Right to Change Allocation of Accumulation Value The accumulation value may be reallocated among the divisions. The number of free allocation changes each certificate year that we will allow is shown in the Schedule. To make an allocation change, you must provide us with satisfactory notice at our Customer Service Center. The change will take effect when we receive the notice. Restrictions for reallocation into and out of the divisions are shown in the Schedule. Some general account divisions may have restrictions on allocations, see the Schedule. What Happens if a Division is Not Available When a distribution is made from an investment portfolio supporting a unit investment trust separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the distribution to the Specially Designated Division shown in the Schedule unless you specify otherwise. Such a distribution may occur when an investment portfolio or division matures, when distribution from a portfolio or division cannot be reinvested in the portfolio or division due to the unavailability of securities, or for other reasons. When this occurs because of maturity, we will send written notice to you 30 days in advance of such date. To elect an allocation to other than the Specially Designated Division shown in the Schedule, you must provide satisfactory notice to us at least seven days prior to the date the investment matures. Such allocations will not be counted as an allocation change of the accumulation value for purposes of the number of free allocations permitted. How We Measure the Certificate's Accumulation Value - -------------------------------------------------------------------- The variable annuity benefits under this certificate are provided through investments which may be made in our separate and general accounts. The Separate Accounts These accounts, which are designated in the Schedule, are kept separate from our general account and any other separate accounts we may have. They are used to support variable annuity contracts and may be used for other purposes permitted by applicable laws and regulations. We own the assets in the separate accounts. Assets equal to the reserves and other liabilities of the accounts will not be charged with liabilities that arise from any other business we conduct; but, we may transfer to our general account assets which exceed the reserves and other liabilities of the separate accounts. Income and realized and unrealized gains or losses from assets in these separate accounts are credited to or charged against the account without regard to other income, gains or losses in our other investment accounts. One type of separate account will invest in mutual funds, unit investment trusts and other investment portfolios which we determine to be suitable for the group contract's purposes. This separate account is treated as a unit investment trust under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. This separate account is also governed by state laws as designated in the Schedule. Another type of separate account will invest directly in portfolio securities deemed appropriate by the investment adviser or the committee managing the separate account. The separate account is treated as an open end, diversified investment company under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. The separate account is also governed by state laws as designated in the Schedule. Separate Account Divisions A unit investment trust separate account includes divisions, each investing in a designated investment portfolio. The divisions and the investment portfolios in which they invest, if applicable, are specified in the Schedule. Some of the portfolios designated may be managed by a separate investment adviser. Such adviser will be registered under the Investment Advisers Act of 1940. A managed separate account includes divisions, each investing directly in portfolios of securities designed to meet the objectives of the division. The divisions, if applicable, and their objectives are specified in the Schedule. Some of the divisions designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. Changes Within the Separate Accounts We may, from time to time, make additional separate account divisions available to you. These divisions will invest in investment portfolios we find suitable for the group contract. We also have the right to eliminate divisions from the separate account, to combine two or more divisions or to substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio or division no longer suits the purposes of the group contract. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions, or because the portfolio or division is no longer available for investment, or for some other reason. We will get prior approval from the insurance department of our state of domicile before making such a substitution. This approval process is on file with the insurance department of the jurisdiction in which the group contract is delivered. We will also get any required approval from the SEC and any other required approvals before making such a substitution. Subject to any required regulatory approvals, we reserve the right to transfer assets of the separate account, which we determine to be associated with the class of contracts to which the group contract belongs, to another separate account or division. How We Measure the Certificate's Accumulation Value (continued) - -------------------------------------------------------------------- When permitted by law, we reserve the right to: (1) Deregister a separate account under the Investment Company Act of 1940; (2) Operate a separate account as a management company under the Investment Company Act of 1940, if it is operating as a unit investment trust; (3) Operate a separate account as a unit investment trust under the Investment Company Act of 1940, if it is operating as a managed separate account; (4) Restrict or eliminate any voting rights of certificateowners, or other persons who have voting rights as to a separate account; and, (5) Combine a separate account with other separate accounts. The General Account The general account contains all assets of the company other than those in the separate accounts we establish. The general account divisions available for investment are shown in the Schedule. We may, from time to time, offer other divisions where assets are held in our general account. Valuation Period Each division will be valued at the end of each valuation period on a valuation date. A valuation period is each business day together with any non-business days before it. A business day is any day the NYSE is open for trading, or any day on which the SEC requires that mutual funds, unit investment trusts, or other investment portfolios be valued. Accumulation Value The accumulation value of this certificate is the sum of the amounts in each of the separate and general account divisions. You select the separate and general account divisions to which to allocate the accumulation value. The maximum number of divisions to which the accumulation value may be allocated at any one time is shown in the Schedule. Accumulation Value in each Division On the Certificate Date On the certificate date, the accumulation value is allocated to each division as shown in the Schedule. On each Valuation Date At the end of each subsequent valuation period, the amount of accumulation value in each division will be calculated as follows: (1) We take the accumulation value in the division at the end of the preceding valuation period. (2) We multiply (1) by the division's net rate of return for the current valuation period. (3) We add (1) and (2). (4) We add to (3) any additional premium payments (less any premium deductions as shown in the Schedule) allocated to the division during the current valuation period. (5) We add or subtract allocations to or from that division during the current valuation period. (6) We subtract from (5) any partial withdrawals which are allocated to the division during the current valuation period. (7) We subtract from (6) the amounts allocated to that division for: (a) any charges due for optional benefit riders as shown in the Schedule ; (b) any certificate fees as shown in the Schedule; and (c) any recovery of deferred loading as shown in the Schedule. All amounts in (7) are allocated to each division in the proportion that (6) bears to the accumulation value unless the Charge Deduction Division has been specified (See the Schedule). How We Measure a Certificate's Accumulation Value (continued) - -------------------------------------------------------------------- Measurement of Investment Experience Index of Investment Experience The investment experience of a separate account division is determined on each valuation date. We use an index to measure changes in each division's experience during a valuation period. We set the index at $10 when the first investments in a division are made. The index for a current valuation period equals the index for the preceding valuation period multiplied by the experience factor for the current valuation period. How We Determine the Experience Factor For divisions of a unit investment trust separate account the experience factor reflects the investment experience of the portfolio in which the division invests as well as the charges assessed against the division for a valuation period. The factor is calculated as follows: (1) We take the net asset value of the portfolio in which the division invests at the end of the current valuation period. (2) We add to (1) the amount of any dividend or capital gains distribution declared for the investment portfolio and reinvested in such portfolio during the current valuation period. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the portfolio at the end of the preceding valuation period. (4) We subtract the daily mortality and expense risk charge for each division shown in the Schedule for each day in the valuation period. This charge is to cover expense and mortality risks that we are assuming. (5) For certain divisions, we subtract an additional charge equal to the daily charge shown in the Schedule for each day in the valuation period. For divisions of a managed separate account which invest directly in portfolio securities the experience factor reflects the investment experience of the division as well as the charges assessed against the division. The factor is calculated as follows: (1) Take the value of the assets in the division at the end of the preceding valuation period. (2) Add to (1) any investment income and capital gains, realized or unrealized, credited to the assets during the current valuation period. (3) Subtract from (2) any capital losses, realized or unrealized, charged against the assets during the current valuation period. (4) Subtract from (3) any amount charged against the division for any taxes. (5) Divide (4) by the value of the assets in the division at the end of the preceding valuation period. (6) Subtract from (5) a daily charge for operating expenses actually incurred. (7) Subtract from (6) the daily charge for investment advice for each day in the valuation period as shown in the Schedule. (8) Subtract from (7) the daily charge for mortality and expense risks for each day in the valuation period as shown in the Schedule. Calculations for divisions investing in mutual fund portfolios are made on a per share basis. Calculations for divisions investing in unit investment trusts are on a per unit basis. Net Rate of Return for a Separate Account Division The net rate of return for a separate account division during a valuation period is the experience factor for that valuation period minus one. Net Rate of Return for a General Account Division The net rate of return for a general account division during a valuation period is the rate for the number of days in the valuation period equivalent to the effective annual rate declared for that division. How We Measure a Certificate's Accumulation Value (continued) - -------------------------------------------------------------------- Charges Deducted from Accumulation Value on each Certificate Processing Date Expense charges, including administrative and other fees, and the recovery of any deferred loading, are shown in the Schedule. Charge Deduction Division Option We will deduct all charges against the accumulation value of this certificate from the Charge Deduction Division if you elected this option on the enrollment form (see the Schedule). We will deduct these charges proportionately from all of the divisions in which you are invested if you did not elect this option or if the charges are greater than the amount in the Charge Deduction Division. You may at any time while this certificate is in effect change your election of this option. To do this you must send us a written request to our Customer Service Center. Any change will take effect within seven days of the date we receive your request. Your Certificate Benefits While this certificate is in effect, there are important rights and benefits that are available to you. We discuss these rights and benefits in this section. Cash Value Benefit Cash Surrender Value The cash surrender value, while the annuitant is living and before the annuity commencement date, is determined as follows: (1) We take the certificate's accumulation value; (2) We deduct any unrecovered deferred loading; (3) We deduct any charges shown in the Schedule that have been incurred but not yet deducted, including: (a) any first year administrative fee that has not yet been deducted; (b) any quarterly administrative fee to be deducted on the next certificate processing date; (c) the pro rata part of any guaranteed death benefit charge; and, (d) the pro rata part of any charges for optional benefit riders. Cancelling to Receive the Cash Surrender Value You may, at any time while the annuitant is living and before the annuity commencement date, surrender this certificate to us. To do this, you must return this certificate with a signed request for cancellation to our Customer Service Center. The cash surrender value will vary daily. We will determine the cash surrender value as of the date we receive the certificate and your signed request in our Customer Service Center. All benefits under this certificate will then end. We will usually pay the cash surrender value within seven days; but, we may delay payment as described in the Payments We May Defer provision. Partial Withdrawal Option After the first certificate anniversary, you may make a partial withdrawal once in each certificate year. The minimum amount that may be withdrawn is shown in the Schedule. The maximum amount that may be withdrawn is determined by multiplying the cash surrender value by the maximum withdrawal percentage factor shown in the Schedule. Any withdrawal you make will not be treated as premium only for the purposes of calculating the deferred charges against the accumulation value. To take a partial withdrawal, you must provide us with satisfactory notice at our Customer Service Center. Death Benefit Proceeds - -------------------------------------------------------------------- Proceeds Payable to the Beneficiary SEE ENDORSEMENT Prior to the Annuity Commencement Date If either the annuitant (when there is no contingent annuitant) or certificateowner dies prior to the annuity commencement date we will pay the beneficiary the greater of either the accumulation value or guaranteed death benefit. We will pay the amount on receipt of due proof of the annuitant's or certificateowner's death at our Customer Service Center. Such amount may be received in a single lump sum or applied to any of the annuity options (see Choosing an Income Plan). How to Claim Payments to Beneficiary We must receive proof of the annuitant's or certificateowner's death before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. Guaranteed Death Benefit On the certificate date the guaranteed death benefit is equal to the premium paid. On subsequent valuation dates, the guaranteed death benefit is calculated as follows: (1) Take the guaranteed death benefit from the prior valuation date; (2) Calculate interest on (1) for the current valuation period at the Guaranteed Death Benefit Interest Rate shown in the Schedule; (3) Add (1) and (2); (4) Add any additional premiums paid during the current valuation period to (3); (5) Subtract any partial withdrawals made during the current valuation period from (4); (6) Subtract any charges made during the current valuation period for optional benefit riders from (5). If (6) is greater than the Maximum Guaranteed Death Benefit described in the Schedule, we will pay the Maximum Guaranteed Death Benefit. Choosing an Income Plan Annuity Benefits If the annuitant and certificateowner are living on the annuity commencement date, we will begin making payments to the annuitant. We will make these payments under the annuity option (or options) as chosen in the enrollment form or as subsequently selected. You may choose or change an annuity option by making a written request at least 30 days prior to the annuity commencement date. Unless you have chosen otherwise, Option 2 on a 10 year period certain basis will become effective. The amount of the payments will be determined by applying the accumulation value on the annuity commencement date in accordance with the Annuity Options section below (See Payments We May Defer). Before we pay any annuity benefits, we require the return of this certificate. If this certificate has been lost, we require the applicable lost certificate form. Annuity Commencement Date Selection You select the Annuity Commencement Date. You may select any date following the third certificate anniversary but before the required date of annuity commencement as shown in the Schedule. If you do not select a date, the annuity commencement date will be in the month following the required date of annuity commencement. Frequency Selection You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually, or annually. If we do not receive written notice from you, the payments will be made monthly. The Income Plan - -------------------------------------------------------------------- While this certificate is in effect and before the annuity commencement date, you may choose one or more annuity options for the payment of death benefit proceeds. If, at the time of the annuitant's or certificateowner's death, no option has been chosen for paying death benefit proceeds, the beneficiary may choose an option within one year. You may also elect an annuity option on surrender of the certificate for its cash surrender value. For each option we will issue a separate written agreement putting the option into effect. Our approval is needed for any option where: (1) The person named to receive payment is other than the certificateowner or beneficiary; or (2) The person named is not a natural person, such as a corporation; or (3) Any income payment would be less than the minimum annuity income payment shown in the Schedule. The Annuity Options There are four options to choose from. They are: Option 1. Income for a Fixed Period Payment is made in equal installments for a fixed number of years. We guarantee each monthly payment will be at least the Income For Fixed Period amount shown in the Schedule. Values for annual, semiannual or quarterly payments are available on request. Option 2. Income for Life Payment is made to the person named in equal monthly installments and guaranteed for at least a period certain. The period certain can be 10 or 20 years. Other periods certain are available on request. A refund certain may be chosen instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee each payment will be at least the amount shown in the Income for Life Table in the Schedule. By age we mean the named person's age on his or her last birthday before the option's effective date. Amounts for ages not shown are available on request. Choosing an Income Plan (continued) Option 3. Joint Life Income This option is available if there are two persons named to receive payments. At least one of the persons named must be either the certificateowner or beneficiary of this certificate. Monthly payments are guaranteed and are made as long as at least one of the named persons is living. The monthly payment amounts are available upon request. Option 4. Annuity Plan An amount can be used to buy any single premium annuity we offer on the option's effective date. Payment When Named Person Dies When the person named to receive payment dies, we will pay any amounts still due as provided by the option agreement. The amounts still due are determined as follows: (1) For options 1, 2, or any remaining guaranteed payments, payments will be continued. Under options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is 3% for option 1 and 3.50% for option 2. We will however, base the discount interest rate on the interest rate used to calculate the payments for options 1 and 2 if such payments were not based on the tables in this certificate. (2) For option 3, no amounts are payable after both named persons have died. (3) For option 4, the annuity agreement will state the amount due, if any. Other Important Information - -------------------------------------------------------------------- Entire Contract The group contract, including any attached rider, endorsement, amendment, the application of the contractholder, and the enrollment forms of the annuitants, constitute the entire contract between the contractholder and us. All statements made by the contractholder, any certificateowner or any annuitant will be deemed representations and not warranties. No such statement will be used in any contest unless it is contained in the application signed by the contractholder or in a written instrument signed by the certificateowner or an annuitant, a copy of which has been furnished to the certificateowner, the beneficiary or to the contractholder. Sending Notice to Us Whenever written notice is required, send it to our Customer Service Center. The address of our Customer Service Center is shown in Important Terms. Please include your certificate number in all correspondence. Reports to Certificateowner We will send you a report within 31 days of each certificate processing date. The report will show the accumulation value and the cash surrender value of the certificate as of the end of the certificate processing period. The report will also show the allocation of the accumulation value as of such date and the amounts deducted from or added to the accumulation value since the last report. The report will also include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this certificate is delivered. We will also send you copies of any shareholder reports of the portfolios in which the divisions of the separate accounts invest, as well as any other reports, notices or documents required by law to be furnished to certificateowners. Assignment - Using this Certificate as Collateral Security You can assign this certificate as collateral security for a loan or other obligation. This does not change the certificateownership. Your rights and any beneficiary's rights are subject to the terms of the assignment. To make or release an assignment, we must receive written notice satisfactory to us, at our Customer Service Center. We are not responsible for the validity of any assignment. Changing the Group contract The group contract or any additional benefit riders may be changed to another annuity plan according to our rules at the time of the change. Contract Changes - Applicable Tax Law We reserve the right to make changes in the group contract or its riders to the extent we deem it necessary to continue to qualify the group contract as an annuity. Any such changes will apply uniformly to all certificates that are affected. You will be given advance written notice of such changes. Misstatement of Age or Sex If an age or sex has been misstated in the enrollment form, the amounts payable or benefits provided by this certificate shall be those that the premium payment made would have bought at the correct age or sex. Non-Participating This certificate does not participate in the divisible surplus of Golden American Life Insurance Company. Other Important Information (continued) - -------------------------------------------------------------------- Payments We may Defer We may not be able to determine the value of the assets of the separate account divisions because: (1) The NYSE is closed for trading; (2) The SEC determines that a state of emergency exists; or (3) An order or pronouncement of the SEC permits a delay for the protection of certificateowners. (4) The check used to pay the premium has not cleared through the banking system. This may take up to 15 days. During such times, as to amounts allocated to the divisions of the separate account, we may delay: (1) Determination and payment of the cash surrender value; (2) Determination and payment of any death benefit if death occurs before the annuity commencement date; (3) Allocation changes of the accumulation value; or, (4) Application of the accumulation value under an income plan. As to amounts allocated to the general account divisions, we may, at any time, defer payment of the cash surrender value for up to six months after we receive a request for it. We will allow interest of at least 4% a year on any cash surrender value payment derived from the general account division that we defer 30 days or more. Authority to Make Agreements All agreements made by us must be signed by our president or a vice president and by our secretary or an assistant secretary. No other person, including an insurance agent or broker, can: (1) Change any of this certificate's terms; (2) Extend the time for premium payments; or (3) Make any agreement binding on us. Required Note on Our Computations We have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this certificate is delivered. The values are not less than those required by the law of that state or jurisdiction. Any benefit provided by an attached optional benefit rider will not increase these values unless otherwise stated in that rider. Facility of Payment If no beneficiary is named, we reserve the right to pay an amount not to exceed $2,000 to any person we determine to be entitled to such amount by reason of incurred expenses incident to the last illness or death of an annuitant. Incontestability The benefits under the group contract will not be contested, except for nonpayment of premiums, after it has been in effect during the annuitant's lifetime for two years from the certificate date. [Page Left Blank] DEFERRED VARIABLE ANNUITY CERTIFICATE - NO DIVIDENDS - -------------------------------------------------------------------- Variable cash surrender values while the annuitant and certificateowner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non- participating. Investment results reflected in values. EX-99.B4C 11 DEFERRED VARIABLE ANNUITY CONTRACT 100 EXHIBIT 4(c) [graphics of 4 bold lines] GOLDEN DEFERRED VARIABLE AMERICAN ANNUITY CONTRACT LIFE INSURANCE COMPANY Golden American is a stock company domiciled in Wilmington, Delaware. - -----------------------------------------------------------------------| |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) Certificate Number | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 | |----------------------------------------------------------------------| This is a legal contract between its owner and us. Please read it carefully. In this contract you or your refers to the owner shown above. We, our or us refers to Golden American Life Insurance Company. You may allocate this contract's accumulation value among the separate account divisions shown on page 3B and the general account divisions shown on page 3C. If this contract is in force, we will make income payments to the annuitant starting on the annuity commencement date. If the annuitant (when there is no contingent annuitant) or owner dies prior to the annuity commencement date, we will pay a death benefit to the beneficiary. The amount of such benefits are subject to the terms of this contract. All payments and values, when based on the investment experience of a separate account, may increase or decrease, depending on the contract's investment results. Right to Examine this Contract If, for any reason, you are not satisfied with this contract, you may return it to us with a written request for cancellation before the end of the free look period. This period ends ten days after the date you receive the contract. Mail or deliver this contract and your request to our Customer Service Center. If returned, this contract will be voided as of the date we receive your contract and request. We will return to you this contract's accumulation value plus any charges we deducted. Customer Service Center P.O. Box 2700 West Chester, PA 19380-2700 President: Secretary: Deferred Variable Annuity Contract - No Dividends - -------------------------------------------------------------------- Variable cash surrender values while the annuitant and owner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non-participating. Investment results reflected in values. Contract Contents Specification Pages Your Contract Benefits 10 Payment and Investment Information 3A Cash Value Benefit The Separate Accounts 3B Partial Withdrawal Option The General Account 3C Proceeds Payable to the Beneficiary Contract Facts 3D Charges and Fees 3E Income Plan Factors 3F Choosing an Income Plan 12 Introduction to this Contract 4 Annuity Benefits Annuity Commencement Date Selection The Contract Frequency Selection The Owner The Income Plan The Annuitant The Annuity Options The Beneficiary Payments When Named Person Dies Change of Owner or Beneficiary Other Important Information 14 Premium Payments and Allocation Changes 5 Sending Notice to Us Initial Premium Payment Reports to Owner Additional Premium Payment Option Assignment - Using this Contract as Collateral Security Your Right to Change Allocation of Accumulation Value Changing this Contract What Happens if a Separate Account Division is Not Available Contract Changes - Applicable Tax Law Misstatement of Age or Sex Non-Participating How We Measure the Contract's Payments We may Defer Accumulation Value 6 Authority to Make Agreements Required Note on Our Computations The Separate Accounts The General Account Valuation Period Accumulation Value Accumulation Value in each Division Measurement of Investment Experience Charges Deducted from Accumulation Value on each Contract Processing Date A copy of the application and any additional riders and endorsements are at the back of this contract. Specification Pages The Specification Pages (pages 3A to 3F) give specific facts about this contract and its coverage. Please refer to them while reading this contract. Payment And Investment Information - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Annuitant's Issue Age Annuitant's Sex Owner's Issue Age | |35 MALE 55 | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| | LIFE 10 YEAR | |$100,000 CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Certificate Date Certificate Issue Date Certificate Number | |JANUARY 1, 1993 JANUARY 1, 1993 123456 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Initial Investment Initial premium payment received: $100,000 As requested in the application, your accumulation value has been invested as follows: Percentage of Division Accumulation Value Multiple Allocation 10% Fully Managed 10% Capital Appreciation 10% Rising Dividends 10% All-Growth 10% Real Estate 10% Natural Resources 10% Emerging Markets 10% The Managed Global Account 10% Limited Maturity Bond 5% Liquid Asset 5% --- Total 100% Additional Premium Payment Information We will accept additional premium payments until either the annuitant or the owner reaches the attained age of 85. The minimum additional payment which may be made is $500. Accumulation Value Allocation Rules The maximum number of divisions in which you may be invested at any one time is eleven. You are allowed five allocation changes per contract year without charge. We will impose a charge for each additional allocation change in excess of five. The excess allocation charge is shown on page 3E. Allocation Changes by Telephone You may request allocation changes by telephone during our telephone request business hours. You may call our Customer Service Center at 1-800-366-0066 to make allocation changes by using the personal identification number you will receive. You may also mail any notice or request for allocation changes to our Customer Service Center at the address shown on the cover page. The Schedule - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Divisions Investing in Shares of a Mutual Fund Separate Account B (the "Account") is a unit investment trust separate account, organized in and governed by the laws of the State of Delaware, our state of domicile. The Account is divided into divisions. Each division listed below invests in shares of the mutual fund portfolio (the "Series") designated. Each portfolio is a part of The GCG Trust (the "Trust") managed by Directed Services, Inc. ALL-GROWTH ALL-GROWTH SERIES DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd. CAPITAL CAPITAL APPRECIATION SERIES APPRECATION Portfolio Manager - INVESCO (NY), Inc DIVISION DEVELOPING DEVELOPING WORLD SERIES WORLD DIVISION Portfolio Manager - Baring International Investment Limited GROWTH GROWTH OPPORTUNITIES SERIES OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC DIVISION FULLY FULLY MANAGED SERIES MANAGED Portfolio Manager - T. Rowe Price Associates, Inc. DIVISION MULTIPLE MULTIPLE ALLOCATION SERIES ALLOCATION Portfolio Manager - Zweig Advisors Inc DIVISION RISING RISING DIVIDENDS SERIES DIVIDENDS Portfolio Manager - Kayne Anderson Investment DIVISION Management, LLC STRATEGIC STRATEGIC EQUITY SERIES EQUITY Portfolio Manager - Zweig Advisors Inc DIVISION VALUE VALUE EQUITY SERIES EQUITY Portfolio Manager - Eagle Asset Management, Inc. DIVISION The Schedule (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| EMERGING EMERGING MARKETS SERIES MARKETS Portfolio Manager - J. P. Morgan Investment DIVISION Management Inc. GLOBAL GLOBAL FIXED INCOME PORTFOLIO FIXED Portfolio Manager - Baring Investment Limited INCOME International DIVISION GROWTH AND GROWTH AND INCOME PORTFOLIO INCOME Portfolio Manager - Robertson, Stephens & Company DIVISION Investment Management, L.P. HARD HARD ASSETS SERIES ASSETS Portfolio Manager - Van Eck Associates Corporation DIVISION LIMITED LIMITED MATURITY BOND SERIES MATURITY Portfolio Manager - ING Investment Management, LLC BOND DIVISION LIQUID LIQUID ASSET SERIES ASSET Portfolio Manager - ING Investment Management, LLC DIVISION MANAGED MANAGED GLOBAL SERIES GLOBAL Portfolio Manager - Putnam Investment Management, DIVISION Inc. MID-CAP MID-CAP GROWTH SERIES GROWTH Portfolio Manager - Massachusetts Financial Services DIVISION Co. REAL REAL ESTATE SERIES ESTATE Portfolio Manager - EII Realty Securities, Inc. DIVISION RESEARCH RESEARCH PORTFOLIO DIVISION Portfolio Manager - Massachusetts Financial Services Company SMALL SMALL CAP SERIES CAP Portfolio Manager - Fred Alger Management, Inc. DIVISION The Schedule (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| TOTAL TOTAL RETURN PORTFOLIO RETURN Portfolio Manager - Massachusetts Financial Services DIVISION Company VALUE + VALUE + GROWTH PORTFOLIO GROWTH Portfolio Manager - Robertson, Stephens & Company DIVISION Investment Management, L.P. NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG TRUST FOR MORE DETAILS. Each Division below invests in shares of the mutual fund portfolio (the "Portfolio") designated. Each portfolio is a part of the PIMCO Trust managed by Pacific Investment Management Company ("PIMCO") HIGH YIELD HIGH YIELD BOND PORTFOLIO BOND Portfolio Manager - PIMCO. DIVISION STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO GROWTH AND Portfolio Manager - PIMCO INCOME DIVISION Contract Facts - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Contract Processing Dates The contract processing dates are the days when we deduct charges from the accumulation value. The contract processing date for your contract is April 1 of each year. Contract Processing Periods The period between successive contract processing dates unless it is the first contract processing period. In that case, it is the period from the contract date to the first contract processing date. Specially Designated Division When a distribution is made from an investment portfolio underlying a separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the amount of the distribution to the Liquid Asset Division unless you specify otherwise. Partial Withdrawal Information Conventional Partial Withdrawals Minimum Withdrawal Amount: $1,000 Maximum Withdrawal Percentage Factor: 15% of accumulation value as of the date of the withdrawal. We will collect a surrender charge for excess partial withdrawals. See Deferred Contract Loading shown in the Schedule. In no event may a partial withdrawal be greater than 90% of the cash surrender value. Systematic Partial Withdrawals Systematic partial withdrawals may be elected to commence after 28 days from the contract issue date. Systematic partial withdrawals may be taken on a monthly or quarterly basis, as long as the minimum of $100 is met. Maximum Percentage: 1.25% Monthly or 3.75% Quarterly We will collect a surrender charge for excess partial withdrawals. See Deferred Contract Loading shown in the Schedule. Contract Facts (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Guaranteed Death Benefit Interest Rate The death benefit proceeds are adjusted at a rate of 7% compounded annually, except that with respect to amounts in the Liquid Asset Division, the interest rate applied to such amounts will be the net rate of return for the Liquid Asset Division during the current valuation period, if it is less than 7%. Maximum Guaranteed Death Benefit This amount is equal to the sum of the premiums paid multiplied by two minus the sum of any partial withdrawals taken. Attained Age The issue age of the annuitant plus the number of full years elapsed since the contract date. Required Date of Annuity Commencement The required date of annuity commencement is the same date as the contract processing date in the month following the annuitant's 90th birthday. Minimum Annuity Income Payment The minimum monthly annuity income payment that we will make is $20. Charges and Fees (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Deductions from Premiums None. Deductions from Accumulation Value Initial Administrative Charge None. Administrative Charge None. Excess Allocation Charge If you make more than five allocation changes during a contract year, we will impose a $25 charge at the time each additional allocation is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being transferred from each division. Partial Withdrawal Charge If you take more than one conventional partial withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn at the time each additional conventional partial withdrawal is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being withdrawn from each division. Guaranteed Death Benefit Charge Not applicable. Deferred Charges Against the Accumulation Value Recovery of Deferred Contract Loading We deduct annually 0.65% of your premium as a distribution fee for sales expenses. This charge is incurred at the beginning of each processing period and is deducted at the end of each processing period over a ten year period from the date we receive and accept each premium. If you surrender your contract, we deduct the amount of any distribution fee incurred but not yet deducted. An excess partial withdrawal will cause imposition of a surrender charge and result in the reduction in the surrender charge still applicable. Contingent Deferred Sales Charge None. Charges and Fees (continued) - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Premium Taxes We deduct from the accumulation value the amount of any premium or other state and local taxes levied by any state or governmental entity when such taxes are incurred. We reserve the right to change the amount we charge for premium tax charges on future premium payments to conform with changes in the law or if the annuitant changes state of residence. Optional Benefit Riders, if any None. Deductions from the Divisions Mortality and Expense Risk Charge We deduct 0.003446% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 1.25%) for mortality and expense risks. Asset Based Administrative Charge We deduct 0.000276% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.10%) to compensate us for a portion of our administrative expenses. Charge Deduction Division All charges against the accumulation value in this contract will be deducted from the Liquid Asset Division. Income Plan Factor - -------------------------------------------------------------------- |----------------------------------------------------------------------| |Annuitant Owner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date| |$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Values for other payment periods, ages, or joint life combinations are available on request. Monthly payments are shown for each $1,000 applied. Table for Income for a Fixed Period Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly of Years Income of Years Income of Years Income - ------------ ------- ------------ ------- ------------ ------- 1 $84.68 11 $8.88 21 $5.33 2 42.96 12 8.26 22 5.16 3 29.06 13 7.73 23 5.00 4 22.12 14 7.28 24 4.85 5 17.95 15 6.89 25 4.72 6 15.18 16 6.54 26 4.60 7 13.20 17 6.24 27 4.49 8 11.71 18 5.98 28 4.38 9 10.56 19 5.74 29 4.28 10 9.64 20 5.53 30 4.19 Table for Income for Life Male/Female Male/Female Male/Female Age 10 Years Certain 20 Years Certain Refund Certain - ---- ---------------- ---------------- -------------- 50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42 55 5.45/4.96 4.99/4.72 5.16/ 4.79 60 6.11/5.52 5.30/5.07 5.75/ 5.29 65 6.91/6.26 5.54/5.40 6.52/ 5.97 70 7.79/7.18 5.68/5.62 7.33/ 6.74 75 8.61/8.18 5.75/5.73 8.61/ 7.90 80 9.24/9.01 5.77/5.76 10.43/ 9.50 85 & Over 9.62/9.52 5.77/5.77 12.16/10.98 Introduction to this Contract - -------------------------------------------------------------------- The Contract This is a legal contract between you and us. We provide benefits as stated in this contract. In return, you supply us with a completed application and the initial premium payment required to put this contract in effect. This contract, together with the attached copy of the initial application and any riders or endorsements, constitutes the entire contract. Riders and endorsements add provisions or change the terms of the basic contract. The Owner You are the owner of this contract. You are also the annuitant unless another annuitant has been named in the application and is shown on page 3A. You have the rights and options described in this contract. One or more people may own this contract. In the case of a sole owner who dies prior to the annuity commencement date, we will pay the beneficiary the death benefit then due. The sole owner's estate will be the beneficiary if no beneficiary designation is in effect, or if the designated beneficiary has predeceased the owner. In the case of a joint owner of the contract dying prior to the annuity commencement date, we will designate the surviving owner(s) as the beneficiary(ies). The Annuitant The annuitant will receive the annuity benefits of this contract if living on the annuity commencement date. You may name a contingent annuitant. The annuitant may not be changed at any time. If the annuitant dies before the annuity commencement date, the contingent annuitant becomes the annuitant. If there is no contingent annuitant when the annuitant dies, the beneficiary will be as provided in the beneficiary designation then in effect. If no beneficiary designation is in effect, or if there is no designated beneficiary living, the owner will be the beneficiary. If the annuitant is the sole owner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. The Beneficiary The beneficiary is the person to whom we pay death proceeds if the annuitant or owner dies prior to the annuity commencement date. See Death Benefit Proceeds for more information. We pay death proceeds to the primary beneficiary. If the primary beneficiary dies before the annuitant, the death proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death proceeds to the owner (if other than the annuitant). If the owner was the annuitant, we pay any death proceeds to the annuitant's estate. One or more persons may be named as primary beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death proceeds are to be paid in equal shares to the surviving beneficiaries. You can specify other than equal shares. You have the right to change beneficiaries, unless you designate the primary beneficiary irrevocable. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary must act together to exercise the rights and options under this contract. Change of Owner or Beneficiary During the annuitant's lifetime and while this contract is in effect you can transfer ownership of this contract or change the beneficiary. To make any of these changes, you must send us written notice of the change in a form satisfactory to us. The change will take effect as of the day the notice is signed. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center. Premium Payments and Allocation Changes - -------------------------------------------------------------------- Initial Premium Payment The initial premium payment is required to put this contract in effect. The amount of the initial premium payment is shown on page 3A. Additional Premium Payment Option You may make additional premium payments under this contract after the end of the free look period. Restrictions on additional premium payments, such as the attained age of the annuitant or owner and the timing and amount of each payment, are shown on page 3A. We reserve the right to defer acceptance of or to return any additional premium payments. As of the date we receive and accept your additional premium payment: (1) The accumulation value will increase by the amount of the premium payment less any premium deductions as shown on page 3E. (2) The increase in the accumulation value will be allocated among the separate and general account divisions in accordance with your instructions. If you do not provide such instructions, allocation will be among the separate and general account divisions in proportion to the amount of accumulation value in each division as of the date we receive and accept your additional premium payment. Some general account divisions may have restrictions on allocations. See page 3C. (3) Any deferred contract loading will increase. Such increase will be recovered in level installments from this contract's accumulation value. See page 3E for details. Where to Make Payments Remit the premium payments to our Customer Service Center at the address shown on the cover page. On request we will give you a receipt signed by our treasurer. Your Right to Change Allocation of Accumulation Value You may change the allocation of the accumulation value among the divisions after the end of the free look period. The number of free allocation changes each year that we will allow is shown on page 3A. To make an allocation change, you must provide us with satisfactory notice at our Customer Service Center. Some general account divisions may have restrictions on reallocations. See page 3C. What Happens if a Separate Account Division is Not Available When a distribution is made from an investment portfolio supporting a unit investment trust separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the distribution to the Specially Designated Division shown on page 3D unless you specify otherwise. Such a distribution may occur when an investment portfolio or division matures, when distribution from a portfolio or division cannot be reinvested in the portfolio or division due to the unavailability of securities, or for other reasons. When this occurs because of maturity, we will send written notice to you 30 days in advance of such date. To elect an allocation to other than the Specially Designated Division shown on page 3D, you must provide satisfactory notice to us at least seven days prior to the date the investment matures. Such allocations will not be counted as an allocation change of the accumulation value for purposes of the number of free allocations permitted. How We Measure the Contract's Accumulation Value - -------------------------------------------------------------------- The variable annuity benefits under this contract are provided through investments which may be made in our separate and general accounts. The Separate Accounts These accounts, which are designated on page 3B, are kept separate from our general account and any other separate accounts we may have. They are used to support variable annuity contracts and may be used for other purposes permitted by applicable laws and regulations. We own the assets in the separate accounts. Assets equal to the reserves and other liabilities of the accounts will not be charged with liabilities that arise from any other business we conduct; but, we may transfer to our general account assets which exceed the reserves and other liabilities of the separate accounts. Income and realized and unrealized gains or losses from assets in these separate accounts are credited to or charged against the account without regard to other income, gains or losses in our other investment accounts. One type of separate account will invest in mutual funds, unit investment trusts and other investment portfolios which we determine to be suitable for this contract's purposes. This separate account is treated as a unit investment trust under Federal securities laws. It is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940. This separate account is also governed by state laws as designated on page 3B. Another type of separate account will invest directly in portfolio securities deemed appropriate by the investment adviser or the committee managing a separate account. This separate account is treated as an open end, diversified management investment company under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. This separate account is also governed by state laws as designated on page 3B. Separate Account Divisions A unit investment trust separate account includes divisions, each investing in a designated investment portfolio. The divisions and the investment portfolios in which they invest, if applicable, are specified on page 3B. Some of the portfolios designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. A managed separate account includes divisions, each investing directly in portfolios of securities designed to meet the objectives of the division. The divisions, if applicable, and their objectives are specified on page 3B. Some of the divisions designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. Changes Within the Separate Accounts We may, from time to time, make additional separate account divisions available to you. These divisions will invest in investment portfolios we find suitable for this contract. We also have the right to eliminate divisions from a separate account, to combine two or more divisions or to substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio or division no longer suits the purposes of this contract. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions, or because the portfolio or division is no longer available for investment, or for some other reason. We will get prior approval from the insurance department of our state of domicile before making such a substitution. This approval process is on file with the insurance department of the jurisdiction in which this contract is delivered. We will also get any required approval from the SEC and any other required approvals before making such a substitution. Subject to any required regulatory approvals, we reserve the right to transfer assets of the separate account, which we determine to be associated with the class of contracts to which this contract belongs, to another separate account or division. How We Measure the Contract's Accumulation Value (continued) When permitted by law, we reserve the right to: (1) deregister a separate account under the Investment Company Act of 1940; (2) operate a separate account as a management company under the Investment Company Act of 1940, if it is operating as a unit investment trust; (3) operate a separate account as a unit investment trust under the Investment Company Act of 1940, if it is operating as a managed separate account; (4) restrict or eliminate any voting rights of owners, or other persons who have voting rights as to a separate account; and, (5) combine a separate account with other separate accounts. The General Account The general account contains all assets of the company other than those in the separate accounts we establish. The general account divisions available for investment are shown on page 3C. We may, from time to time, offer other divisions where assets are held in our general account. Valuation Period Each division will be valued at the end of each valuation period on a valuation date. A valuation period is each business day together with any non-business days before it. A business day is any day the New York Stock Exchange (NYSE) is open for trading, or any day in which the SEC requires that mutual funds, unit investment trusts, or other investment portfolios be valued. Accumulation Value The accumulation value of this contract is the sum of the amounts in each of the separate and general account divisions. You select the separate and general account divisions to which to allocate the accumulation value. The maximum number of divisions to which the accumulation value may be allocated at any one time is shown on page 3A. Accumulation Value in each Division On the Contract Date On the contract date, the accumulation value is allocated to each division as shown on page 3A. On each Valuation Date At the end of each subsequent valuation period, the amount of accumulation value in each division will be calculated as follows: (1) We take the accumulation value in the division at the end of the preceding valuation period. (2) We multiply (1) by the division's net rate of return for the current valuation period. (3) We add (1) and (2). (4) We add to (3) any additional premium payments (less any premium deductions as shown on page 3E) allocated to the division during the current valuation period. (5) We add or subtract allocations to or from that division during the current valuation period. (6) We subtract from (5) any partial withdrawals which are allocated to the division during the current valuation period. How We Measure the Contract's Accumulation Value (continued) - -------------------------------------------------------------------- (7) We subtract from (6) the amounts allocated to that division for: (a) any charges due for optional benefit riders as shown on page 3E ; (b) any contract fees as shown on page 3E; and (c) any recovery of deferred contract loading as shown on page 3E. All amounts in (7) are allocated to each division in the proportion that (6) bears to the accumulation value unless the Charge Deduction Division has been specified (See page 3E). Measurement of Investment Experience Index of Investment Experience The investment experience of a separate account division is determined on each valuation date. We use an index to measure changes in each division's experience during a valuation period. We set the index at $10 when the first investments in a division are made. The index for a current valuation period equals the index for the preceding valuation period multiplied by the experience factor for the current valuation period. How We Determine the Experience Factor For divisions of a unit investment trust separate account the experience factor reflects the investment experience of the portfolio in which the division invests as well as the charges assessed against the division for a valuation period. The factor is calculated as follows: (1) We take the net asset value of the portfolio in which the division invests at the end of the current valuation period. (2) We add to (1) the amount of any dividend or capital gains distribution declared for the investment portfolio and reinvested in such portfolio during the current valuation period. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the portfolio at the end of the preceding valuation period. (4) We subtract the daily mortality and expense risk charge for each division shown on page 3E for each day in the valuation period. This charge is to cover expense and mortality risks that we are assuming. (5) For certain divisions, we subtract an additional charge equal to the daily charge shown on page 3E for each day in the valuation period. For divisions of a managed separate account which invest directly in portfolio securities the experience factor reflects the investment experience of the division as well as the charges assessed against the division. The factor is calculated as follows: (1) Take the value of the assets in the division at the end of the preceding valuation period. (2) Add to (1) any investment income and capital gains, realized or unrealized, credited to the assets during the current valuation period. (3) Subtract from (2) any capital losses, realized or unrealized, charged against the assets during the current valuation period. (4) Subtract from (3) any amount charged against the division for any taxes. (5) Divide (4) by the value of the assets in the division at the end of the preceding valuation period. (6) Subtract from (5) a daily charge for operating expenses actually incurred. (7) Subtract from (6) the daily charge for investment advice for each day in the valuation period as shown on page 3B. (8) Subtract from (7) the daily charge for mortality and expense risks for each day in the valuation period as shown on page 3E. Calculations for divisions investing in mutual fund portfolios are made on a per share basis. Calculations for divisions investing in unit investment trusts are on a per unit basis. How We Measure the Contract's Accumulation Value (continued) - -------------------------------------------------------------------- Net Rate of Return for a Separate Account Division The net rate of return for a separate account division during a valuation period is the experience factor for that valuation period minus one. Net Rate of Return for a General Account Division The net rate of return for a general account division during a valuation period is the rate for the number of days in the valuation period equivalent to the effective annual rate declared for that division. Charges Deducted from Accumulation Value on each Contract Processing Date Expense charges, including administrative and other fees, and the recovery of any deferred contract loading, are shown on page 3E. Charge Deduction Division Option We will deduct all charges against the accumulation value of this contract from the Charge Deduction Division if you elected this option on the application (see page 3E). We will deduct these charges proportionately from all of the divisions in which you are invested if you did not elect this option or if the charges are greater than the amount in the Charge Deduction Division. You may at any time while this contract is in effect change your election of this option. To do this you must send us a written request to our Customer Service Center. Any change will take effect within seven days of the date we receive your request. Your Contract Benefits - -------------------------------------------------------------------- While this contract is in effect, there are important rights and benefits that are available to you. We discuss these rights and benefits in this section. Cash Value Benefit Cash Surrender Value The cash surrender value, while the annuitant is living and before the annuity commencement date, is determined as follows: (1) We take the contract's accumulation value; (2) We deduct any unrecovered deferred contract loading; (3) We deduct any charges shown on page 3E that have been incurred but not yet deducted, including: (a) any first year administrative fee that has not yet been deducted; (b) any quarterly administrative fee to be deducted on the next contract processing date; (c) the pro rata part of any guaranteed death benefit charge; and, (d) the pro rata part of any charges for optional benefit riders. Cancelling to Receive the Cash Surrender Value You may, at any time while the annuitant is living and before the annuity commencement date, surrender this contract to us. To do this, you must return this contract with a signed request for cancellation to our Customer Service Center. The cash surrender value will vary daily. We will determine the cash surrender value as of the date we receive the contract and your signed request in our Customer Service Center. All benefits under this contract will then end. We will usually pay the cash surrender value within seven days. But we may delay payment as described in the Payments We may Defer provision. Partial Withdrawal Option After the first contract anniversary, you may make a partial withdrawal once in each contract year. The minimum amount that may be withdrawn is shown on page 3D. The maximum amount that may be withdrawn is determined by multiplying the cash surrender value by the maximum withdrawal percentage factor shown on page 3D. Any withdrawal you make will not be treated as premium only for the purposes of calculating the deferred charges against the accumulation value. To take a partial withdrawal, you must provide us with satisfactory notice at our Customer Service Center. Proceeds Payable to the Beneficiary See Endorsement Prior to the Annuity Commencement Date If either the annuitant (when there is no contingent annuitant) or owner dies prior to the annuity commencement date we will pay the beneficiary the greater of either the accumulation value or guaranteed death benefit. We will pay the amount on receipt of due proof of the annuitant's or owner's death at our Customer Service Center. Such amount may be received in a single lump sum or applied to any of the annuity options (see Choosing an Income Plan). How to Claim Payments to Beneficiary We must receive proof of the annuitant's or owner's death before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. Your Contract Benefits (continued) - -------------------------------------------------------------------- Guaranteed Death Benefit On the contract date the guaranteed death benefit is equal to the premium paid. On subsequent valuation dates, the guaranteed death benefit is calculated as follows: (1) take the guaranteed death benefit from the prior valuation date; (2) calculate interest on (1) for the current valuation period at the Guaranteed Death Benefit Interest Rate shown on page 3D; (3) add (1) and (2); (4) add any additional premiums paid during the current valuation period to (3); (5) subtract any partial withdrawals made during the current valuation period from (4); (6) subtract any charges made during the current valuation period for optional benefit riders from (5). If (6) is greater than the Maximum Guaranteed Death Benefit described on page 3D, we will pay the Maximum Guaranteed Death Benefit. Choosing an Income Plan - -------------------------------------------------------------------- Annuity Benefits If the annuitant and owner are living on the annuity commencement date, we will begin making payments to the annuitant. We will make these payments under the annuity option (or options) as chosen in the application or as subsequently selected. You may choose or change an annuity option by making a written request at least 30 days prior to the annuity commencement date. Unless you have chosen otherwise, Option 2 on a 10 year period certain basis will become effective. The amount of the payments will be determined by applying the accumulation value on the annuity commencement date in accordance with the Annuity Options section below (See Payments We May Defer). Before we pay any annuity benefits, we require the return of this contract. If this contract has been lost, we require the applicable lost contract form. Annuity Commencement Date Selection You select the Annuity Commencement Date. You may select any date following the third contract anniversary but before the required date of annuity commencement as shown on page 3D. If you do not select a date, the annuity commencement date will be in the month following the required date of annuity commencement. Frequency Selection You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually, or annually. If we do not receive written notice from you, the payments will be made monthly. The Income Plan While this contract is in effect and before the annuity commencement date, you may choose one or more annuity options for the payment of death benefit proceeds. If, at the time of the annuitant's or owner's death, no option has been chosen for paying death benefit proceeds, the beneficiary may choose an option within one year. You may also elect an annuity option on surrender of the contract for its cash surrender value. For each option we will issue a separate written agreement putting the option into effect. Our approval is needed for any option where: (1) the person named to receive payment is other than the owner or beneficiary; or (2) the person named is not a natural person, such as a corporation; or (3) any income payment would be less than the minimum annuity income payment shown on page 3D. The Annuity Options There are four options to choose from. They are: Option 1. Income for a Fixed Period Payment is made in equal installments for a fixed number of years. We guarantee each monthly payment will be at least the Income For Fixed Period amount shown on page 3F. Values for annual, semiannual or quarterly payments are available on request. Option 2. Income for Life Payment is made to the person named in equal monthly installments and guaranteed for at least a period certain. The period certain can be 10 or 20 years. Other periods certain are available on request. A refund certain may be chosen instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee each payment will be at least the amount shown in the Income for Life Table on page 3F. By age we mean the named person's age on his or her last birthday before the option's effective date. Amounts for ages not shown are available on request. Choosing an Income Plan (continued) - -------------------------------------------------------------------- Option 3. Joint Life Income This option is available if there are two persons named to receive payments. At least one of the persons named must be either the owner or beneficiary of this contract. Monthly payments are guaranteed and are made as long as at least one of the named persons is living. The monthly payment amounts are available upon request. Option 4. Annuity Plan An amount can be used to buy any single premium annuity we offer on the option's effective date. Payment when Named Person Dies When the person named to receive payment dies, we will pay any amounts still due as provided by the option agreement. The amounts still due are determined as follows: (1) For options 1, 2, or any remaining guaranteed payments, payments will be continued. Under options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is 3.00% for option 1 and 3.50% for option 2. We will however, base the discount interest rate on the interest rate used to calculate the payments for options 1 and 2 if such payments were not based on the tables in this contract. (2) For option 3, no amounts are payable after both named persons have died. (4) For option 4, the annuity agreement will state the amount due, if any. Other Important Information - -------------------------------------------------------------------- Sending Notice to Us Whenever written notice is required, send it to our Customer Service Center. The address of our Customer Service Center is shown on the cover page. Please include your contract number in all correspondence. Reports to Owner We will send you a report within 31 days of each contract quarter. The report will show the accumulation value and the cash surrender value as of the end of the contract processing period. The report will also show the allocation of the accumulation value as of such date and the amounts deducted from or added to the accumulation value since the last report. The report will also include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this contract is delivered. We will also send you copies of any shareholder reports of the portfolios in which the divisions of the separate accounts invest, as well as any other reports, notices or documents required by law to be furnished to contract owners. Assignment - Using this Contract as Collateral Security You can assign this contract as collateral security for a loan or other obligation. This does not change the ownership. Your rights and any beneficiary's rights are subject to the terms of the assignment. To make or release an assignment, we must receive written notice satisfactory to us, at our Customer Service Center. We are not responsible for the validity of any assignment. Changing this Contract This contract or any additional benefit riders may be changed to another annuity plan according to our rules at the time of the change. Contract Changes - Applicable Tax Law We reserve the right to make changes in this contract or its riders to the extent we deem it necessary to continue to qualify this contract as an annuity. Any such changes will apply uniformly to all contracts that are affected. You will be given advance written notice of such changes. Misstatement of Age or Sex If an age or sex has been misstated in the application, the amounts payable or benefits provided by this contract shall be those that the premium payment made would have bought at the correct age or sex . Non-Participating This contract does not participate in the divisible surplus of Golden American Life Insurance Company. Other Important Information (continued) - -------------------------------------------------------------------- Payments We may Defer We may not be able to determine the value of the assets of the separate account divisions because: (1) The NYSE is closed for trading; (2) the SEC determines that a state of emergency exists; or (3) an order or pronouncement of the SEC permits a delay for the protection of contract owners. (4) the check used to pay the premium has not cleared through the banking system. This may take up to 15 days. During such times, as to amounts allocated to the divisions of the separate account, we may delay: (1) determination and payment of the cash surrender value; (2) determination and payment of any death benefit if death occurs before the annuity commencement date; (3) allocation changes of the accumulation value; or, (4) application of the accumulation value under an income plan. As to amounts allocated to a general account division, we may, at any time, defer payment of the cash surrender value for up to six months after we receive a request for it. We will allow interest of at least 4.00% a year on any cash surrender value payment derived from the general account divisions that we defer 30 days or more. Authority to Make Agreements All agreements made by us must be signed by our president or a vice president and by our secretary or an assistant secretary. No other person, including an insurance agent or broker, can: (1) change any of this contract's terms; (2) extend the time for premium payments; or (3) make any agreement binding on us. Required Note on Our Computations We have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this contract is delivered. The values are not less than those required by the law of that state or jurisdiction. Any benefit provided by an attached optional benefit rider will not increase these values unless otherwise stated in that rider. [Page Left Blank] Deferred Variable Annuity Contract - No Dividends - -------------------------------------------------------------------- Variable cash surrender values while the annuitant and owner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non-participating. Investment results reflected in values. EX-99.B4D 12 DEFERRED VARIABLE ANNUITY CERTFICATE 100 EXHIBIT 4(d) [graphics of 4 bold lines] GOLDEN DEFERRED VARIABLE AMERICAN ANNUITY CONTRACT LIFE INSURANCE COMPANY Golden American is a stock company domiciled in Wilmington, Delaware. - ----------------------------------------------------------------------- |----------------------------------------------------------------------| |Contractholder Group Contract Number | |GOLDEN INVESTORS TRUST G000001-0E | |----------------------------------------------------------------------| |Annuitant Certificateowner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date | | $100,000 LIFE 10 YEAR CERTAIN | |JANUARY 1, 2003 | |----------------------------------------------------------------------| |Separate Account(s) Certificate Number | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 | |----------------------------------------------------------------------| In this certificate "you" or "your" refers to the certificateowner shown above. "We", "our", or "us" refers to Golden American Life Insurance Company. You may allocate this certificate's accumulation value among the separate and general account divisions shown in the Schedule. This certificate describes the benefits and provisions of the group contract. The group contract, as issued to the contractholder by us, alone makes up the agreement under which benefits are paid. The group contract may be inspected at the office of the contractholder. In consideration of the enrollment form for this certificate and the payment of premiums, we agree, subject to the terms and conditions of the group contract, to provide the benefits described in this certificate to the persons eligible (herein called "annuitant[s]") under the terms of the group contract. If the group contract and this certificate are in force, we will make income payments to the annuitant starting on the annuity commencement date as shown in the Schedule. If the annuitant (when there is no contingent annuitant) or certificateowner dies prior to the annuity commencement date, we will pay a death benefit to the beneficiary. The amount of such benefits is subject to the terms of this certificate. All death benefit proceeds due under this certificate will be paid according to the beneficiary designation and the provisions of the group contract. Payment of such proceeds by us will completely discharge our liability with respect to the amounts so paid. All payments and values, when based on the investment experience of a separate account, may increase or decrease, depending on the certificate's investment results. Signed for Golden American Life Insurance Company on the group contract issue date. President: Secretary: Deferred Variable Annuity Certificate - No Dividends - ----------------------------------------------------------------------- Variable cash surrender values while the annuitant and certificateowner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non- participating. Investment results reflected in values. Table of Contents The Schedule 3 Premium Payment and Your Certificate Benefits 12 Investment Information The Separate Accounts General Account Cash Value Benefit Certificate Facts Partial Withdrawal Option Charges Income Plan Factors Death Benefit Proceeds 13 Important Terms 4 Proceeds Payable to the Beneficiary Introduction to this Certificate 6 Choosing an Income Plan 14 The Certificate Annuity Benefits The Certificateowner Annuity Commencement Date Selection The Annuitant Frequency Selection The Beneficiary The Income Plan Change of Certificateowner or Beneficiary The Annuity Options Payments When Named Person Dies Premium Payments and Allocation Changes 7 Other Important Information 16 Initial Premium Payment Additional Premium Payment Option Entire Contract Your Right to Change Allocation of Sending Notice to Us Accumulation Value Reports to Certificateowner What Happens if a Division is Not Available Assignment - Using this Certificate as Collateral Security How We Measure the Certificate's Changing the Group Contract Accumulation Value 8 Contract Changes - Applicable Tax Law Misstatement of Age or Sex The Separate Accounts Non-Participating The General Account Payments We may Defer Valuation Period Authority to Make Agreements Accumulation Value Required Note on Our Computations Accumulation Value in each Division Facility of Payment Measurement of Investment Experience Incontestability Charges Deducted from Accumulation Value on each Certificate Processing Date A copy of the enrollment form and any additional riders and endorsements are at the back of this certificate. SCHEDULE PAGES The Schedule Pages (pages 3A to 3E) give specific facts about this certificate and its coverage. Please refer to them while reading this certificate. The Schedule |----------------------------------------------------------------------| |Contractholder Group Contract Number | |GOLDEN INVESTORS TRUST G000001-0E | |----------------------------------------------------------------------| |Annuitant Certificateowner | |THOMAS J. DOE JOHN Q. PUBLIC | |----------------------------------------------------------------------| |Annuitant's Issue Age Annuitant's Sex Certificateowner's Issue Age| |35 MALE 55 | |----------------------------------------------------------------------| |Initial Premium Annuity Option Annuity Commencement Date | | LIFE 10 YEAR | |$100,000 CERTAIN JANUARY 1, 2003 | |----------------------------------------------------------------------| |Certificate Date Certificate Certificate Number | | Issue Date | |JANUARY 1, 1993 JANUARY 1, 1993 123456 | |----------------------------------------------------------------------| |Separate Account(s) | |SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D | |----------------------------------------------------------------------| Premium Payment and Investment Information Initial premium payment received: $10,000 As requested in the enrollment form, your accumulation value has been invested as follows: Percentage of Division Accumulation Value Multiple Allocation 10% Fully Managed 10% Capital Appreciation 10% Rising Dividends 10% All-Growth 10% Real Estate 10% Natural Resources 10% Emerging Markets 10% The Managed Global Account 10% Limited Maturity Bond 5% Liquid Asset 5% --- Total 100% Additional Premium Payment Information We will accept additional premium payments until either the annuitant or the certificateowner reaches the attained age of 85. The minimum additional payment which may be made is $500. Accumulation Value Allocation Rules The maximum number of divisions in which you may be invested at any one time is eleven. You are allowed five allocation changes per certificate year without charge. We will impose a charge for each additional allocation change in excess of five. The excess allocation charge is shown in the Charges section of the Schedule. Allocation Changes by Telephone You may request allocation changes by telephone during our telephone request business hours. You may call our Customer Service Center at 1-800-366-0066 to make allocation changes by using the personal identification number you will receive. You may also mail any notice or request for allocation changes to our Customer Service Center. The Schedule (continued) - ----------------------------------------------------------------------- THE SEPARATE ACCOUNTS Divisions Investing in Shares of Mutual Funds Separate Account B is a Unit Investment Trust Separate Account, organized in and governed by the laws of the State of Delaware, our state of domicile. Separate Account B is divided into Divisions. Each Division listed below invests in shares of the mutual fund portfolio designated. Each portfolio is a part of The GCG Trust managed by Directed Services, Inc. ALL-GROWTH ALL-GROWTH SERIES DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd. CAPITAL CAPITAL APPRECIATION SERIES APPRECATION Portfolio Manager - INVESCO (NY), Inc DIVISION DEVELOPING DEVELOPING WORLD SERIES WORLD Portfolio Manager - Baring International Investment DIVISION Limited FULLY FULLY MANAGED SERIES MANAGED Portfolio Manager - T. Rowe Price Associates, Inc. DIVISION GROWTH GROWTH OPPORTUNITIES SERIES OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC DIVISION EQUITY EQUITY INCOME SERIES INCOME Portfolio Manager - T. Rowe Price Associates, Inc. DIVISION RISING RISING DIVIDENDS SERIES DIVIDENDS Portfolio Manager - Kayne Anderson Investment DIVISION Management, LLC STRATEGIC STRATEGIC EQUITY SERIES EQUITY Portfolio Manager - AIM Advisors, Inc DIVISION VALUE VALUE EQUITY SERIES EQUITY Portfolio Manager - Eagle Asset Management, Inc. DIVISION EMERGING EMERGING MARKETS SERIES MARKETS Portfolio Manager - Putnam Investment Management, DIVISION Inc. GLOBAL GLOBAL FIXED INCOME PORTFOLIO FIXED Portfolio Manager - Barings Investment Limited INCOME International DIVISION GROWTH AND GROWTH AND INCOME PORTFOLIO INCOME Portfolio Manager - Alliance Capital Management L.P. DIVISION The Schedule (continued) - ----------------------------------------------------------------------- HARD HARD ASSETS SERIES ASSETS Portfolio Manager - Baring International Investment DIVISION Limited LIMITED LIMITED MATURITY BOND SERIES MATURITY Portfolio Manager - ING Investment Management, LLC BOND DIVISION LIQUID LIQUID ASSET SERIES ASSET Portfolio Manager - ING Investment Management, LLC DIVISION MANAGED MANAGED GLOBAL SERIES GLOBAL Portfolio Manager - Putnam Investment Management, DIVISION Inc. MID-CAP MID-CAP GROWTH SERIES GROWTH Portfolio Manager - Massachusetts Financial Services DIVISION Co. REAL REAL ESTATE SERIES ESTATE Portfolio Manager - EII Realty Securities, Inc. DIVISION RESEARCH RESEARCH PORTFOLIO DIVISION Portfolio Manager - Massachusetts Financial Services Company SMALL SMALL CAP SERIES CAP Portfolio Manager - Fred Alger Management, Inc. DIVISION TOTAL TOTAL RETURN PORTFOLIO RETURN Portfolio Manager - Massachusetts Financial Services DIVISION Company GROWTH GROWTH PORTFOLIO DIVISION Portfolio Manager - Janis Capital Corporation NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG TRUST FOR MORE DETAILS. Each Division below invests in shares of the mutual fund portfolio (the "Portfolio") designated. Each portfolio is a part of the PIMCO Trust managed by Pacific Investment Management Company ("PIMCO") HIGH YIELD HIGH YIELD BOND PORTFOLIO BOND Portfolio Manager - PIMCO. DIVISION STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO GROWTH AND Portfolio Manager - PIMCO INCOME DIVISION WC-GAL-DGC-9/88 3C (REV 10/93) The Schedule (continued) The General Account Not available. Certificate Facts Certificate Processing Dates The certificate processing date for your certificate is January 1st of each year. Certificate Processing Periods The period between successive certificate processing dates unless it is the first certificate processing period. In that case, it is the period from the certificate date to the first certificate processing date. Specially Designated Division When a distribution is made from an investment portfolio underlying a separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the amount of the distribution to the Liquid Asset Division unless you specify otherwise. Conventional Partial Withdrawals Minimum Withdrawal Amount: $1,000 Maximum Withdrawal Percentage Factor: 15% of accumulation value as of the date of the withdrawal. We will collect a surrender charge for excess partial withdrawals. See Deferred Charges Against the Accumulation Value shown in the Schedule. In no event may a partial withdrawal be greater than 90% of the cash surrender value. Systematic Partial Withdrawals Systematic partial withdrawals may be elected to commence after 28 days from the certificate issue date. Systematic partial withdrawals may be taken on a monthly or quarterly basis, as long as the minimum of $100 is met: Maximum Percentage Amounts: 1.25% Monthly or 3.75% Quarterly We will collect a surrender charge for excess partial withdrawals. See Deferred Charges Against the Accumulation Value shown in the Schedule. Guaranteed Death Benefit Interest Rate The death benefit proceeds are adjusted at a rate of 7% compounded annually, except that with respect to amounts in the Liquid Asset Division, the interest rate applied to such amounts will be the net rate of return for the Liquid Asset Division during the current valuation period, if it is less than 7%. Maximum Guaranteed Death Benefit This amount is equal to the sum of the premiums paid multiplied by two minus the sum of any partial withdrawals taken. Required Date of Annuity Commencement The required date of annuity commencement is the same date as the certificate processing date in the month following the annuitant's 90th birthday. Minimum Annuity Income Payment The minimum monthly annuity income payment that we will make is $20. Optional Benefit Riders - None. WC-GAL-DGC-9/88 3D (REV 10/93) The Schedule (continued) Charges Charge Deduction Division All charges against the accumulation value in this certificate will be deducted from the Liquid Asset Division. Deductions from Premiums - None. Deductions from Accumulation Value Initial Administrative Charge - None. Administrative Charge - None. Excess Allocation Charge - If you make more than five allocation changes during a certificate year, we will impose a $25 charge at the time each additional allocation is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being transferred from each division. Partial Withdrawal Charge - If you take more than one conventional partial withdrawal during a certificate year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn at the time each additional conventional partial withdrawal is processed. The charge, unless you specify otherwise, will be deducted in proportion to the amount being withdrawn from each division. Guaranteed Death Benefit Charge - We charge $0.60 per $1,000 of guaranteed death benefit per certificate year. This is deducted on each certificate processing date at the rate of $0.15 per $1,000 of guaranteed death benefit in effect on the last certificate processing date Not Applicable. Deferred Charges Against the Accumulation Value We deduct annually 0.65% of your premium as a distribution fee for sales expenses. This charge is incurred at the beginning of each processing period and is deducted at the end of each processing period over a ten year period from the date we receive and accept each premium. If you surrender your certificate, we deduct the amount of any distribution fee incurred but not yet deducted. An excess partial withdrawal will cause imposition of a surrender charge and result in the reduction in the surrender charge still applicable. Contingent Deferred Sales Charge - None. Premium Taxes - We deduct from the accumulation value the amount of any premium or other state and local taxes levied by any state or governmental entity when such taxes are incurred. We reserve the right to change the amount we charge for premium tax charges on future premium payments to conform with changes in the law or if the annuitant changes state of residence. Deductions from the Divisions Mortality and Expense Risk Charge - We deduct 0.003446% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 1.25%) for mortality and expense risks. We reserve the right to increase this charge to a maximum of a daily charge of 0.003446% (equivalent to an annual rate of 0.90%) of the assets in each division of the separate accounts. Asset Based Administrative Charge - We deduct 0.000276% of the assets in each division of the separate account on a daily basis (equivalent to an annual rate of 0.10%) to compensate us for a portion of our ongoing administrative expenses. WC-GAL-DGC-9/88 3E (REV 10/93) The Schedule (continued) Income Plan Factors Values for other payment periods, ages, or joint life combinations are available on request. Monthly payments are shown for each $1,000 applied. Table for Income for a Fixed Period Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly of Years Income of Years Income of Years Income - ------------ ------- ------------ ------- ------------ ------- 1 $84.68 11 $8.88 21 $5.33 2 42.96 12 8.26 22 5.16 3 29.06 13 7.73 23 5.00 4 22.12 14 7.28 24 4.85 5 17.95 15 6.89 25 4.72 6 15.18 16 6.54 26 4.60 7 13.20 17 6.24 27 4.49 8 11.71 18 5.98 28 4.38 9 10.56 19 5.74 29 4.28 10 9.64 20 5.53 30 4.19 Table for Income for Life Male/Female Male/Female Male/Female Age 10 Years Certain 20 Years Certain Refund Certain - ---- ---------------- ---------------- -------------- 50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42 55 5.45/4.96 4.99/4.72 5.16/ 4.79 60 6.11/5.52 5.30/5.07 5.75/ 5.29 65 6.91/6.26 5.54/5.40 6.52/ 5.97 70 7.79/7.18 5.68/5.62 7.33/ 6.74 75 8.61/8.18 5.75/5.73 8.61/ 7.90 80 9.24/9.01 5.77/5.76 10.43/ 9.50 85& Over 9.62/9.52 5.77/5.77 12.16/10.98 Important Terms - -------------------------------------------------------------------- Account, the - A separate account established by us to segregate the assets funding the variable benefits provided by the group contract from our general assets. Accumulation Value - The amount that a certificate provides for investment at any time. Initially, this amount is equal to the premium paid. Thereafter, the accumulation value will reflect the premiums paid, investment experience, charges deducted and partial withdrawals taken. Annuitant - The person designated by the certificateowner to receive the annuity payments and whose death initiates payment of the death benefit. Annuity Commencement Date - For each certificate, the date on which annuity payments begin. Annuity Options - Options the certificateowner selects that determine the annuity payout. Annuity Payment - The periodic payment an annuitant receives. It may be either a fixed or a variable amount based on the annuity option chosen by the annuitant (see Choosing an Income Plan). Attained Age - The issue age of the annuitant plus the number of full years elapsed since the certificate date. Beneficiary - The person designated to receive benefits in the case of the death of the annuitant (when there is no contingent annuitant) or certificateowner. Business Day - Any day the New York Stock Exchange ("NYSE") is open for trading or any day on which the Securities and Exchange Commission ("SEC") requires that mutual funds, unit investment trusts or other investment portfolios be valued. Cash Surrender Value - The amount the certificateowner receives if the owner surrenders the certificate. Certificate - This is a summary of the benefits and provisions provided by the group contract. Certificate Anniversary - The anniversary of the certificate date. Certificate Date - The date from which we begin determining the certificate values. It may or may not be the same as the certificate issue date. This date is used to determine certificate months, processing dates, years, and anniversaries. Certificate Issue Date - The date the certificate is issued at our Customer Service Center. Certificate Processing Dates - The days when we deduct charges from the accumulation value. Certificate Processing Period - The period between successive certificate processing dates unless it is the first certificate processing period. In that case, it is the period from the certificate date to the first certificate processing date. Certificate Year - The period between certificate anniversaries. Certificateowner - The person who owns a certificate and is entitled to exercise all rights of the certificate. This person's death also initiates payment of the death benefit. Charge Deduction Division - The division from which all charges are deducted if so designated on the enrollment form or later elected by the certificateowner. For this certificate, it is the Liquid Asset Division. IMPORTANT TERMS (CONTINUED) - -------------------------------------------------------------------- Contingent Annuitant - The person designated by the certificateowner who, upon the annuitant's death prior to the annuity commencement date, becomes the primary annuitant. Contract Issue Date - The date the group contract is issued at our Customer Service Center. Contractholder - The entity that is issued the group contract. Customer Service Center - The entity that provides service to our contractholders and certificateowners. It is located at P.O. Box 8794, Wilmington, DE 19899-8794 and may be reached by phone at 1-800- 366-0066. Endorsements - Endorsements add provisions or change the terms of the group contract. Excess Allocation Charge - The charge we impose for each allocation change above five, which is the number of free allocation changes allowed each contract year. Experience Factor - The factor which reflects the investment experience of the portfolio in which a division invests as well as the charges assessed against the division for a valuation period. General Account - The account which contains all of our assets other than those held in our separate accounts. Guaranteed Death Benefit Interest Rate - The annual rate at which the Guaranteed Death Benefit is calculated. Index of Investment Experience - The index that measures the performance of a separate account division. Initial Premium - The payment amount required to put each certificate in effect. Issue Age - The annuitant's age on the last birthday on or before the certificate date. Specially Designated Division - Distributions from a portfolio underlying a division in which reinvestment is not available will be allocated to this division. For these contracts, it is the Liquid Asset Division. Valuation Date - The day at the end of a valuation period when each division is valued. Valuation Period - Each business day together with any non-business days before it. Introduction to the Certificate - -------------------------------------------------------------------- The Certificate You supply us with a completed enrollment form and the initial premium payment required to put this certificate in effect. In return, we provide benefits as stated in the group contract and described in this certificate. The Certificateowner You are the certificateowner of this certificate. You are also the annuitant unless another annuitant has been named in the enrollment form and is shown in the Schedule. You have the rights and options described in this certificate. One or more people may own a certificate. In the case of a sole certificateowner who dies prior to the annuity commencement date, we will pay the beneficiary the death benefit then due. The sole certificateowner's estate will be the beneficiary if no beneficiary designation is in effect, or if the designated beneficiary has predeceased the certificateowner. In the case of a joint certificateowner dying prior to the annuity commencement date, we will designate the surviving certificateowner(s) as the beneficiary(ies). The Annuitant The annuitant will receive the annuity benefits of this certificate if living on the annuity commencement date. The annuitant may not be changed at any time. You may name a contingent annuitant. If the annuitant dies before the annuity commencement date, the contingent annuitant becomes the annuitant. If there is no contingent annuitant when the annuitant dies, the beneficiary will be as provided in the beneficiary designation then in effect. If no beneficiary designation is in effect, or if there is no designated beneficiary living, the certificateowner will be the beneficiary. If the annuitant is the sole certificateowner and there is no beneficiary designation, the annuitant's estate will be the beneficiary. The Beneficiary The beneficiary is the person to whom we pay death proceeds if the annuitant or certificateowner dies prior to the annuity commencement date. See Death Benefit Proceeds for more information. We pay death proceeds to the primary beneficiary. If the primary beneficiary dies before the annuitant, the death proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death proceeds to the certificateowner (if other than the annuitant). If the certificateowner was the annuitant, we pay any death proceeds to the annuitant's estate. One or more persons may be named as primary beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death proceeds are to be paid in equal shares to the surviving beneficiaries. You can specify other than equal shares. You have the right to change beneficiaries, unless you designate the primary beneficiary irrevocable. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary must act together to exercise the rights and options under this certificate. Change of Certificateowner or Beneficiary During the annuitant's lifetime and while this certificate is in effect you can transfer ownership of this certificate or change the beneficiary. To make any of these changes, you must send us written notice of the change in a form satisfactory to us. The change will take effect as of the day the notice is signed. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center. Premium Payments and Allocation Changes - -------------------------------------------------------------------- Initial Premium Payment The amount and allocation of the initial premium payment is shown in the Schedule. Additional Premium Payment Option You may make additional premium payments at any time before the annuity commencement date. Satisfactory notice to us must be given for additional premium payments. Restrictions on additional premium payments, such as the attained age of the annuitant or certificateowner and the timing and amount of each payment, are shown in the Schedule. We reserve the right to defer acceptance of or to return any additional premium payments. As of the date we receive and accept your additional premium payment: (1) The accumulation value will increase by the amount of the premium payment less any premium deductions as shown in the Schedule. (2) The increase in the accumulation value will be allocated among the separate and general account divisions in accordance with your instructions. If you do not provide such instructions, allocation will be among the separate and general account divisions in proportion to the amount of accumulation value in each division as of the date we receive and accept your additional premium payment. Some general account divisions may have restrictions on allocations. (3) Any deferred loading will increase. Such increase will be recovered in level installments from this certificate's accumulation value. See the Schedule for details. Where to Make Payments Remit the premium payments to our Customer Service Center. On request we will give you a receipt signed by our treasurer. Your Right to Change Allocation of Accumulation Value The accumulation value may be reallocated among the divisions. The number of free allocation changes each certificate year that we will allow is shown in the Schedule. To make an allocation change, you must provide us with satisfactory notice at our Customer Service Center. The change will take effect when we receive the notice. Restrictions for reallocation into and out of the divisions are shown in the Schedule. Some general account divisions may have restrictions on allocations, see the Schedule. What Happens if a Division is Not Available When a distribution is made from an investment portfolio supporting a unit investment trust separate account division or from a division of a managed separate account in which reinvestment is not available, we will allocate the distribution to the Specially Designated Division shown in the Schedule unless you specify otherwise. Such a distribution may occur when an investment portfolio or division matures, when distribution from a portfolio or division cannot be reinvested in the portfolio or division due to the unavailability of securities, or for other reasons. When this occurs because of maturity, we will send written notice to you 30 days in advance of such date. To elect an allocation to other than the Specially Designated Division shown in the Schedule, you must provide satisfactory notice to us at least seven days prior to the date the investment matures. Such allocations will not be counted as an allocation change of the accumulation value for purposes of the number of free allocations permitted. How We Measure the Certificate's Accumulation Value - -------------------------------------------------------------------- The variable annuity benefits under this certificate are provided through investments which may be made in our separate and general accounts. The Separate Accounts These accounts, which are designated in the Schedule, are kept separate from our general account and any other separate accounts we may have. They are used to support variable annuity contracts and may be used for other purposes permitted by applicable laws and regulations. We own the assets in the separate accounts. Assets equal to the reserves and other liabilities of the accounts will not be charged with liabilities that arise from any other business we conduct; but, we may transfer to our general account assets which exceed the reserves and other liabilities of the separate accounts. Income and realized and unrealized gains or losses from assets in these separate accounts are credited to or charged against the account without regard to other income, gains or losses in our other investment accounts. One type of separate account will invest in mutual funds, unit investment trusts and other investment portfolios which we determine to be suitable for the group contract's purposes. This separate account is treated as a unit investment trust under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. This separate account is also governed by state laws as designated in the Schedule. Another type of separate account will invest directly in portfolio securities deemed appropriate by the investment adviser or the committee managing the separate account. The separate account is treated as an open end, diversified investment company under Federal securities laws. It is registered with the SEC under the Investment Company Act of 1940. The separate account is also governed by state laws as designated in the Schedule. Separate Account Divisions A unit investment trust separate account includes divisions, each investing in a designated investment portfolio. The divisions and the investment portfolios in which they invest, if applicable, are specified in the Schedule. Some of the portfolios designated may be managed by a separate investment adviser. Such adviser will be registered under the Investment Advisers Act of 1940. A managed separate account includes divisions, each investing directly in portfolios of securities designed to meet the objectives of the division. The divisions, if applicable, and their objectives are specified in the Schedule. Some of the divisions designated may be managed by a separate investment adviser. Such adviser may be registered under the Investment Advisers Act of 1940. Changes Within the Separate Accounts We may, from time to time, make additional separate account divisions available to you. These divisions will invest in investment portfolios we find suitable for the group contract. We also have the right to eliminate divisions from the separate account, to combine two or more divisions or to substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio or division no longer suits the purposes of the group contract. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions, or because the portfolio or division is no longer available for investment, or for some other reason. We will get prior approval from the insurance department of our state of domicile before making such a substitution. This approval process is on file with the insurance department of the jurisdiction in which the group contract is delivered. We will also get any required approval from the SEC and any other required approvals before making such a substitution. Subject to any required regulatory approvals, we reserve the right to transfer assets of the separate account, which we determine to be associated with the class of contracts to which the group contract belongs, to another separate account or division. How We Measure the Certificate's Accumulation Value (continued) - -------------------------------------------------------------------- When permitted by law, we reserve the right to: (1) Deregister a separate account under the Investment Company Act of 1940; (2) Operate a separate account as a management company under the Investment Company Act of 1940, if it is operating as a unit investment trust; (3) Operate a separate account as a unit investment trust under the Investment Company Act of 1940, if it is operating as a managed separate account; (4) Restrict or eliminate any voting rights of certificateowners, or other persons who have voting rights as to a separate account; and, (5) Combine a separate account with other separate accounts. The General Account The general account contains all assets of the company other than those in the separate accounts we establish. The general account divisions available for investment are shown in the Schedule. We may, from time to time, offer other divisions where assets are held in our general account. Valuation Period Each division will be valued at the end of each valuation period on a valuation date. A valuation period is each business day together with any non-business days before it. A business day is any day the NYSE is open for trading, or any day on which the SEC requires that mutual funds, unit investment trusts, or other investment portfolios be valued. Accumulation Value The accumulation value of this certificate is the sum of the amounts in each of the separate and general account divisions. You select the separate and general account divisions to which to allocate the accumulation value. The maximum number of divisions to which the accumulation value may be allocated at any one time is shown in the Schedule. Accumulation Value in each Division On the Certificate Date On the certificate date, the accumulation value is allocated to each division as shown in the Schedule. On each Valuation Date At the end of each subsequent valuation period, the amount of accumulation value in each division will be calculated as follows: (1) We take the accumulation value in the division at the end of the preceding valuation period. (2) We multiply (1) by the division's net rate of return for the current valuation period. (3) We add (1) and (2). (4) We add to (3) any additional premium payments (less any premium deductions as shown in the Schedule) allocated to the division during the current valuation period. (5) We add or subtract allocations to or from that division during the current valuation period. (6) We subtract from (5) any partial withdrawals which are allocated to the division during the current valuation period. (7) We subtract from (6) the amounts allocated to that division for: (a) any charges due for optional benefit riders as shown in the Schedule ; (b) any certificate fees as shown in the Schedule; and (c) any recovery of deferred loading as shown in the Schedule. All amounts in (7) are allocated to each division in the proportion that (6) bears to the accumulation value unless the Charge Deduction Division has been specified (See the Schedule). HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE (CONTINUED) - -------------------------------------------------------------------- Measurement of Investment Experience Index of Investment Experience The investment experience of a separate account division is determined on each valuation date. We use an index to measure changes in each division's experience during a valuation period. We set the index at $10 when the first investments in a division are made. The index for a current valuation period equals the index for the preceding valuation period multiplied by the experience factor for the current valuation period. How We Determine the Experience Factor For divisions of a unit investment trust separate account the experience factor reflects the investment experience of the portfolio in which the division invests as well as the charges assessed against the division for a valuation period. The factor is calculated as follows: (1) We take the net asset value of the portfolio in which the division invests at the end of the current valuation period. (2) We add to (1) the amount of any dividend or capital gains distribution declared for the investment portfolio and reinvested in such portfolio during the current valuation period. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the portfolio at the end of the preceding valuation period. (4) We subtract the daily mortality and expense risk charge for each division shown in the Schedule for each day in the valuation period. This charge is to cover expense and mortality risks that we are assuming. (5) For certain divisions, we subtract an additional charge equal to the daily charge shown in the Schedule for each day in the valuation period. For divisions of a managed separate account which invest directly in portfolio securities the experience factor reflects the investment experience of the division as well as the charges assessed against the division. The factor is calculated as follows: (1) Take the value of the assets in the division at the end of the preceding valuation period. (2) Add to (1) any investment income and capital gains, realized or unrealized, credited to the assets during the current valuation period. (3) Subtract from (2) any capital losses, realized or unrealized, charged against the assets during the current valuation period. (4) Subtract from (3) any amount charged against the division for any taxes. (5) Divide (4) by the value of the assets in the division at the end of the preceding valuation period. (6) Subtract from (5) a daily charge for operating expenses actually incurred. (7) Subtract from (6) the daily charge for investment advice for each day in the valuation period as shown in the Schedule. (8) Subtract from (7) the daily charge for mortality and expense risks for each day in the valuation period as shown in the Schedule. Calculations for divisions investing in mutual fund portfolios are made on a per share basis. Calculations for divisions investing in unit investment trusts are on a per unit basis. Net Rate of Return for a Separate Account Division The net rate of return for a separate account division during a valuation period is the experience factor for that valuation period minus one. Net Rate of Return for a General Account Division The net rate of return for a general account division during a valuation period is the rate for the number of days in the valuation period equivalent to the effective annual rate declared for that division. How We Measure a Certificate's Accumulation Value (continued) - -------------------------------------------------------------------- Charges Deducted from Accumulation Value on each Certificate Processing Date Expense charges, including administrative and other fees, and the recovery of any deferred loading, are shown in the Schedule. Charge Deduction Division Option We will deduct all charges against the accumulation value of this certificate from the Charge Deduction Division if you elected this option on the enrollment form (see the Schedule). We will deduct these charges proportionately from all of the divisions in which you are invested if you did not elect this option or if the charges are greater than the amount in the Charge Deduction Division. You may at any time while this certificate is in effect change your election of this option. To do this you must send us a written request to our Customer Service Center. Any change will take effect within seven days of the date we receive your request. Your Certificate Benefits - -------------------------------------------------------------------- While this certificate is in effect, there are important rights and benefits that are available to you. We discuss these rights and benefits in this section. Cash Value Benefit Cash Surrender Value The cash surrender value, while the annuitant is living and before the annuity commencement date, is determined as follows: (1) We take the certificate's accumulation value; (2) We deduct any unrecovered deferred loading; (3) We deduct any charges shown in the Schedule that have been incurred but not yet deducted, including: (a) any first year administrative fee that has not yet been deducted; (b) any quarterly administrative fee to be deducted on the next certificate processing date; (c) the pro rata part of any guaranteed death benefit charge; and, (d) the pro rata part of any charges for optional benefit riders. Cancelling to Receive the Cash Surrender Value You may, at any time while the annuitant is living and before the annuity commencement date, surrender this certificate to us. To do this, you must return this certificate with a signed request for cancellation to our Customer Service Center. The cash surrender value will vary daily. We will determine the cash surrender value as of the date we receive the certificate and your signed request in our Customer Service Center. All benefits under this certificate will then end. We will usually pay the cash surrender value within seven days; but, we may delay payment as described in the Payments We May Defer provision. Partial Withdrawal Option After the first certificate anniversary, you may make a partial withdrawal once in each certificate year. The minimum amount that may be withdrawn is shown in the Schedule. The maximum amount that may be withdrawn is determined by multiplying the cash surrender value by the maximum withdrawal percentage factor shown in the Schedule. Any withdrawal you make will not be treated as premium only for the purposes of calculating the deferred charges against the accumulation value. To take a partial withdrawal, you must provide us with satisfactory notice at our Customer Service Center. Death Benefit Proceeds - -------------------------------------------------------------------- Proceeds Payable to the Beneficiary SEE ENDORSEMENT Prior to the Annuity Commencement Date If either the annuitant (when there is no contingent annuitant) or certificateowner dies prior to the annuity commencement date we will pay the beneficiary the greater of either the accumulation value or guaranteed death benefit. We will pay the amount on receipt of due proof of the annuitant's or certificateowner's death at our Customer Service Center. Such amount may be received in a single lump sum or applied to any of the annuity options (see Choosing an Income Plan). How to Claim Payments to Beneficiary We must receive proof of the annuitant's or certificateowner's death before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. Guaranteed Death Benefit On the certificate date the guaranteed death benefit is equal to the premium paid. On subsequent valuation dates, the guaranteed death benefit is calculated as follows: (1) Take the guaranteed death benefit from the prior valuation date; (2) Calculate interest on (1) for the current valuation period at the Guaranteed Death Benefit Interest Rate shown in the Schedule; (3) Add (1) and (2); (4) Add any additional premiums paid during the current valuation period to (3); (5) Subtract any partial withdrawals made during the current valuation period from (4); (6) Subtract any charges made during the current valuation period for optional benefit riders from (5). If (6) is greater than the Maximum Guaranteed Death Benefit described in the Schedule, we will pay the Maximum Guaranteed Death Benefit. Choosing an Income Plan - -------------------------------------------------------------------- Annuity Benefits If the annuitant and certificateowner are living on the annuity commencement date, we will begin making payments to the annuitant. We will make these payments under the annuity option (or options) as chosen in the enrollment form or as subsequently selected. You may choose or change an annuity option by making a written request at least 30 days prior to the annuity commencement date. Unless you have chosen otherwise, Option 2 on a 10 year period certain basis will become effective. The amount of the payments will be determined by applying the accumulation value on the annuity commencement date in accordance with the Annuity Options section below (See Payments We May Defer). Before we pay any annuity benefits, we require the return of this certificate. If this certificate has been lost, we require the applicable lost certificate form. Annuity Commencement Date Selection You select the Annuity Commencement Date. You may select any date following the third certificate anniversary but before the required date of annuity commencement as shown in the Schedule. If you do not select a date, the annuity commencement date will be in the month following the required date of annuity commencement. Frequency Selection You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually, or annually. If we do not receive written notice from you, the payments will be made monthly. The Income Plan While this certificate is in effect and before the annuity commencement date, you may choose one or more annuity options for the payment of death benefit proceeds. If, at the time of the annuitant's or certificateowner's death, no option has been chosen for paying death benefit proceeds, the beneficiary may choose an option within one year. You may also elect an annuity option on surrender of the certificate for its cash surrender value. For each option we will issue a separate written agreement putting the option into effect. Our approval is needed for any option where: (1) The person named to receive payment is other than the certificateowner or beneficiary; or (2) The person named is not a natural person, such as a corporation; or (3) Any income payment would be less than the minimum annuity income payment shown in the Schedule. The Annuity Options There are four options to choose from. They are: Option 1. Income for a Fixed Period Payment is made in equal installments for a fixed number of years. We guarantee each monthly payment will be at least the Income For Fixed Period amount shown in the Schedule. Values for annual, semiannual or quarterly payments are available on request. Option 2. Income for Life Payment is made to the person named in equal monthly installments and guaranteed for at least a period certain. The period certain can be 10 or 20 years. Other periods certain are available on request. A refund certain may be chosen instead. Under this arrangement, income is guaranteed until payments equal the amount applied. If the person named lives beyond the guaranteed period, payments continue until his or her death. We guarantee each payment will be at least the amount shown in the Income for Life Table in the Schedule. By age we mean the named person's age on his or her last birthday before the option's effective date. Amounts for ages not shown are available on request. Choosing an Income Plan (continued) - -------------------------------------------------------------------- Option 3. Joint Life Income This option is available if there are two persons named to receive payments. At least one of the persons named must be either the certificateowner or beneficiary of this certificate. Monthly payments are guaranteed and are made as long as at least one of the named persons is living. The monthly payment amounts are available upon request. Option 4. Annuity Plan An amount can be used to buy any single premium annuity we offer on the option's effective date. Payment When Named Person Dies When the person named to receive payment dies, we will pay any amounts still due as provided by the option agreement. The amounts still due are determined as follows: (1) For options 1, 2, or any remaining guaranteed payments, payments will be continued. Under options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. The discount interest rate is 3% for option 1 and 3.50% for option 2. We will however, base the discount interest rate on the interest rate used to calculate the payments for options 1 and 2 if such payments were not based on the tables in this certificate. (2) For option 3, no amounts are payable after both named persons have died. (3) For option 4, the annuity agreement will state the amount due, if any. Other Important Information - -------------------------------------------------------------------- ENTIRE CONTRACT The group contract, including any attached rider, endorsement, amendment, the application of the contractholder, and the enrollment forms of the annuitants, constitute the entire contract between the contractholder and us. All statements made by the contractholder, any certificateowner or any annuitant will be deemed representations and not warranties. No such statement will be used in any contest unless it is contained in the application signed by the contractholder or in a written instrument signed by the certificateowner or an annuitant, a copy of which has been furnished to the certificateowner, the beneficiary or to the contractholder. SENDING NOTICE TO US Whenever written notice is required, send it to our Customer Service Center. The address of our Customer Service Center is shown in Important Terms. Please include your certificate number in all correspondence. REPORTS TO CERTIFICATEOWNER We will send you a report within 31 days of each certificate processing date. The report will show the accumulation value and the cash surrender value of the certificate as of the end of the certificate processing period. The report will also show the allocation of the accumulation value as of such date and the amounts deducted from or added to the accumulation value since the last report. The report will also include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this certificate is delivered. We will also send you copies of any shareholder reports of the portfolios in which the divisions of the separate accounts invest, as well as any other reports, notices or documents required by law to be furnished to certificateowners. ASSIGNMENT - USING THIS CERTIFICATE AS COLLATERAL SECURITY You can assign this certificate as collateral security for a loan or other obligation. This does not change the certificateownership. Your rights and any beneficiary's rights are subject to the terms of the assignment. To make or release an assignment, we must receive written notice satisfactory to us, at our Customer Service Center. We are not responsible for the validity of any assignment. Changing the Group contract The group contract or any additional benefit riders may be changed to another annuity plan according to our rules at the time of the change. Contract Changes - Applicable Tax Law We reserve the right to make changes in the group contract or its riders to the extent we deem it necessary to continue to qualify the group contract as an annuity. Any such changes will apply uniformly to all certificates that are affected. You will be given advance written notice of such changes. Misstatement of Age or Sex If an age or sex has been misstated in the enrollment form, the amounts payable or benefits provided by this certificate shall be those that the premium payment made would have bought at the correct age or sex. Non-Participating This certificate does not participate in the divisible surplus of Golden American Life Insurance Company. Other Important Information (continued) - -------------------------------------------------------------------- PAYMENTS WE MAY DEFER We may not be able to determine the value of the assets of the separate account divisions because: (1) The NYSE is closed for trading; (2) The SEC determines that a state of emergency exists; or (3) An order or pronouncement of the SEC permits a delay for the protection of certificateowners. (4) The check used to pay the premium has not cleared through the banking system. This may take up to 15 days. During such times, as to amounts allocated to the divisions of the separate account, we may delay: (1) Determination and payment of the cash surrender value; (2) Determination and payment of any death benefit if death occurs before the annuity commencement date; (3) Allocation changes of the accumulation value; or, (4) Application of the accumulation value under an income plan. As to amounts allocated to the general account divisions, we may, at any time, defer payment of the cash surrender value for up to six months after we receive a request for it. We will allow interest of at least 4% a year on any cash surrender value payment derived from the general account division that we defer 30 days or more. AUTHORITY TO MAKE AGREEMENTS All agreements made by us must be signed by our president or a vice president and by our secretary or an assistant secretary. No other person, including an insurance agent or broker, can: (1) Change any of this certificate's terms; (2) Extend the time for premium payments; or (3) Make any agreement binding on us. REQUIRED NOTE ON OUR COMPUTATIONS We have filed a detailed statement of our computations with the insurance supervisory official in the jurisdiction where this certificate is delivered. The values are not less than those required by the law of that state or jurisdiction. Any benefit provided by an attached optional benefit rider will not increase these values unless otherwise stated in that rider. FACILITY OF PAYMENT If no beneficiary is named, we reserve the right to pay an amount not to exceed $2,000 to any person we determine to be entitled to such amount by reason of incurred expenses incident to the last illness or death of an annuitant. INCONTESTABILITY The benefits under the group contract will not be contested, except for nonpayment of premiums, after it has been in effect during the annuitant's lifetime for two years from the certificate date. [Page Left Blank} Deferred Variable Annuity Certificate - No Dividends - -------------------------------------------------------------------- Variable cash surrender values while the annuitant and certificateowner are living and prior to the annuity commencement date. Death benefit subject to guaranteed minimum. Additional premium payment option. Partial withdrawal option. Non- participating. Investment results reflected in values. EX-99.B5 13 DEFERRED ANNUITY APPLICATION EXHIBIT (5) GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED VARIABLE ANNUITY APPLICATION Golden American Life Insurance Company is a stock company domiciled in Wilmington, Delaware - -------------------------------------------------------------------------- 1. OWNER(S) (First, Middle, Last Name) Street, City, State, Zip Code Date of Birth (Mo.DayYr.) / / Phone Number(s): / / Male / / Female Social Security No./TIN - -------------------------------------------------------------------------- 2. ANNUITANT (IF OTHER THAN OWNER) (First, Middle, Last Name) Street, City, State, Zip Code Date of Birth (Mo.DayYr.) / / Phone Number(s): / / Male / / Female Social Security No./TIN - -------------------------------------------------------------------------- 3. CONTINGENT ANNUITANT (OPTIONAL) (First, Middle, Last Name) Street, City, State, Zip Code Date of Birth (Mo.DayYr.) / / Phone Number(s): / / Male / / Female Social Security No./TIN - -------------------------------------------------------------------------- 4. PRIMARY BENEFICIAR(IES) (If more than one-indicate %) Relation to Annuitant: - -------------------------------------------------------------------------- 5. CONTINGENT BENEFICIAR(IES) (If more than one-indicate %) Relation to Annuitant: - -------------------------------------------------------------------------- 6. PLAN (CHECK ONE) / / DVA / / Other _________________ - -------------------------------------------------------------------------- 7. ANNUITY OPTION AND COMMENCEMENT DATE Annuity Option (check one): / /Variable Annuity Certain / /Income for Life with 10 Years Certain / /Other________________ Annuity Commencement Date:_______________________ / /Check here for maximum age (specified in the prospectus) or fill in date; / / (month, day, year) - -------------------------------------------------------------------------- 8. (A)INITIAL PREMIUM AND ALLOCATION INFORMATION Initial Premium Paid $_____________ Make check payable to Golden American Life Insurance Company Fill in percentages for initial allocation in INITIAL column below. (B)OPTIONAL DOLLAR COST AVERAGING ("DCA"): / / Check box to elect. (Minimum of $10,000 must be allocated to the division checked below) Amount of Monthly Transfer $_________ (minimum $250) Division Transferred From: / /Limited Maturity Bond Division or / /Liquid Asset Division Divisions Transferred To: Fill in percentages of DCA column below. - --------------------------------------------------------------------------- ACCOUNT DIVISION INVESTMENT ADVISOR (A)INITIAL (B) DCA - --------------------------------------------------------------------------- MULTIPLE ALLOCATION ZWEIG ADVISORS INC. % % FULLY MANAGED T. ROWE PRICE ASSOCIATES INC. % % SMALL CAP FRED ALGER MANAGEMENT % % OTC MASSACHUSETTS FINANCIAL SERVICES % % ALL-GROWTH WARBURG, PINCUS COUNSELLORS, INC. % % GROWTH & INCOME ROBERTSON, STEPHENS&CO.,INVMT.MGMT,L.P. % % VALUE EQUITY EAGLE ASSET MANAGEMENT, INC. % % CAPITAL APPRECIATION CHANELLOR TRUST CO. % % RISING DIVIDENDS KAYNE ANDERSON INV. MGMT., L.P. % % REAL ESTATE EII REALTY SECURITIES, INC. % % NATURAL RESOURCES VAN ECK ASSOCIATES CORP. % % MANAGED GLOBAL WARBURG, PINCUS COUNSELLORS, INC. % % EMERGING MARKETS BANKERS TRUST COMPANY % % LIMITED MATURITY BOND EQUITABLE INVMT. SERVICES, INC. % LIQUID ASSET EQUITABLE INVMT. SERVICES, INC. % TOTAL 100% 100% GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER, PO Box 8794, Wilmington, DE 19899-8794 GAL-DVA-5/95 - -------------------------------------------------------------------------- 9. OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS FREQUENCY: / /Monthly or / /Quarterly START DATE: / (month, day). WITHDRAWAL: / /__________% of Accumulation Value or / /$_________________ (The minimum withdrawal is $100, not to exceed 1.25% monthly / 3.75% quarterly of the Accumulation Value.) WITHHOLDING ELECTION INFORMATION (must be completed if Systematic Partial Withdrawals are chosen) A. / /I do not want to have Federal income tax withheld. B. / /I want to have Federal income tax withheld from each withdrawal using the number of allowances and marital status indicated. (You may also designate an additional amount in Section "C".) Allowances ____________; / /Single / /Married / /Married, but withhold at a higher single rate. C. / /I want the following additional amount withheld from each withdrawal $_________. (You must also complete "B" above.) See page A1 of the prospectus for Withholding Election Instructions. - -------------------------------------------------------------------------- 10. TELEPHONE REALLOCATION AUTHORIZATION ________________ OWNER'S INITIALS I authorize Golden American to act upon reallocation instructions given by telephone from _______________ (name of your registered representative) upon furnishing his/her social security number. Neither Golden American nor any person authorized by Golden American will be responsible for any claim, loss, liability or expense in connection with reallocation instructions received by telephone from such person if Golden American or such other person acted on such telephone instructions in good faith in reliance upon this authorization. Golden American will continue to act upon this authorization until such time as the person indicated above is no longer affiliated with the broker/dealer under which my contract was purchased or until such time that I notify Golden American otherwise in writing. - -------------------------------------------------------------------------- 11. TAX-QUALIFIED PLANS If you are funding a qualified plan, please specify what type: / / IRA / / IRA Rollover / / SEP/IRA / / Other __________ - -------------------------------------------------------------------------- 12. REPLACEMENT Will the contract applied for replace any existing annuity or life insurance on the annuitant's life? / /No / / Yes (If "yes", please outline in the Remarks section. - -------------------------------------------------------------------------- 13. REMARKS - -------------------------------------------------------------------------- 14. READ THE FOLLOWING STATEMENTS CAREFULLY AND SIGN BELOW: - BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. I UNDERSTAND THAT THIS CONTRACT'S CASH SURRENDER VALUE MAY INCREASE OR DECREASE ON ANY DAY DEPENDING ON THE INVESTMENT RESULTS. NO MINIMUM CASH SURRENDER VALUE IS GUARANTEED. THIS CONTRACT IS IN ACCORD WITH MY ANTICIPATED FINANCIAL NEEDS. - I AGREE THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL STATEMENTS AND ANSWERS IN THIS APPLICATION ARE COMPLETE AND TRUE AND MAY BE RELIED UPON IN DETERMINING WHETHER TO ISSUE THE CONTRACT. MY ANSWERS WILL FORM A PART OF ANY CONTRACT TO BE ISSUED, AND ONLY THE OWNER AND GOLDEN AMERICAN HAVE THE AUTHORITY TO MODIFY THIS APPLICATION. - IF GOLDEN AMERICAN AMENDS THE APPLICATION AS INDICATED IN THE AMENDMENTS SECTION BELOW, I WILL APPROVE OF THE CHANGE BY ACCEPTING THE CONTRACT WHERE PERMITTED BY STATE REGULATION. I UNDERSTAND THAT ANY CHANGE IN PLAN, ANNUITY OPTION, BENEFITS APPLIED FOR, OR AGE AT ISSUE MUST AGREED TO IN WRITING. ______________________________________ _____________________________ Signature of Owner Signed at (City, State) Date ______________________________________ _____________________________ Signature of Joint Owner (if applicable) Signed at (City, State) Date ______________________________________ _____________________________ Signature of Annuitant (if other than Signed at (City, State) Date Owner) Client Account No. (if applicable)_____________________ - -------------------------------------------------------------------------- DO YOU HAVE REASON TO BELIEVE THAT THE CONTRACT APPLIED FOR WILL REPLACE ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE LIFE OF THE ANNUITANT? / / YES / / NO _____________________________________ (In Florida Only) Florida License ID# __________________________ _________________________ ___________________ Agent Signature Print Name & No. of Agent Social Security No. __________________________________ Broker/Dealer/Branch - -------------------------------------------------------------------------- Amendments to the Application - -------------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER, PO Box 8794, Wilmington, DE 19899-8794 GAL-DVA-5/95 EX-99.B6AI 14 ARTICLES OF INC OF GALIC EXHIBIT 6(i) ARTICLES OF INCORPORATION OF ST. PAUL LIFE INSURANCE COMPANY WE, the undersigned incorporators, all natural persons of full age; for the purpose of forming a corporation, under and pursuant to the general corporation laws of the State of Minnesota, Chapter 300, Minnesota's Statutes Annotated, do hereby adopt the following Articles of Incorporation. ARTICLE I. The name of this Company is St. Paul Life Insurance Company. ARTICLE II. The nature of the business and the objects and purposes to be transferred, performed and carried on by the Company are those of an insurance company. To this end it shall have the power: (1) To engage in the general business of life insurance company, and to effect all forms, types, variations and combinations of life insurance, endowment or annuity contracts or policies on a group of individuals fixed or variable basis, for the payment of money in a single sum or in installations upon the contingencies of death, disability or survivorship. To provide in such policies or contracts supplemental thereto, for additional benefits in the event of the death of the insured by accident, total and permanent disability of the insured, or specific dismemberment or disablement suffered by the insured. (2) To engage in the general business of an accident and health insurance company for the purpose of effecting insurance against loss or damage by the sickness, bodily injury or death accident of the insured or dependents on a group of individual basis; to effect all forms, types, variations and combinations of policies or contracts of insurance providing for indemnities in the event of death, sickness or disability. (3) To effect contracts of reinsurance or co-insurance of any individual or group risk underwritten by this company, to reinsure risks of this company or any part thereof with any other company or to reinsure the whole of any portion of the risks of any other company. (4) To effect any kinds of classes of insurance business which companies of its kind are now or any hereafter be permitted by law to transact, whether or not such kinds or classes of insurance are specifically enumerated elsewhere in these Articles of Incorporation r existing amendments thereto. (5) To conduct business in any state or territory of the United States in the Dominion of Canada and in any foreign country. (6) To acquire, hold and dispose of shares of stock, notes, bonds or other evidences of indebtedness or securities of any other corporation or corporations. (7) To transact all business and to do all other things necessary or incidental to the foregoing purpose. (8) The powers herein conferred upon the company are in furtherance and not in limitation to the powers conferred by the statutes of the State of Minnesota as from time to time in force and effect, and the Corporation shall have in addition to such authorized statutory powers as are in these Articles of Incorporation recited; all other powers and privileges conferred by the statutes of the State of Minnesota now existing or hereinafter enacted. (9) The Company hall have the power and authority to acquire, own, and hold stock in any other insurance company; whether previously existing or in the process of being organized, and whether or not engaged in the type of insurance heretofore specified. ARTICLE III. The principal place of transacting the business of this Company shall be 385 Washington Street, St. Paul, Minnesota 55102. ARTICLE IV. The duration of this Company shall be perpetual. ARTICLE V. The government of the Company and the management of its affairs shall be vested in a Board of Directors of not less than three (3) nor more than eighteen (18) members, all of whom shall be shareholders and shall be elected annually by the shareholders at each annual meeting. The annual meeting shall be held, unless otherwise designated by the Board of Directors, on the Friday preceding the first Tuesday of February of each year at such time and place within or without the State of Minnesota as the Board shall determine. The first Board of Directors of this Company who shall hold office until their respective successors are elected and qualified, shall consist of: R. B. Richardson 600 Park Avenue Helena, Montana 59601 R. E. Young 385 Washington Street St. Paul, Minnesota 55102 Lee Wiegard 385 Washington Street St. Paul, Minnesota 55102 W. G. Smith 385 Washington Street St. Paul, Minnesota 55102 ARTICLE VI. The authorized amount of capital stock of this Company shall be One Million, Five Hundred Thousand Dollars ($1,500,000) divided into One Hundred Fifty Thousand (150,000) shares of common stock of the par value of Ten Dollars ($10.00) each. Each share of stock shall entitle the holder to one vote, and shareholders shall not be entitled to cumulate their votes for the election of directors. The Board of Directors of the Company shall have the power to cause to be issued from time to time any and all of the authorized but unissued share of the stock of the Company at such prices and for such consideration as they in their unrestricted discretion deem wise and advisable. Shareholders shall not have any preemptive right to subscribe for any shares of such unissued stock. ARTICLE VII. The highest amount of indebtedness or liability to which the Company shall at any time be subject, including bank loans and similar borrowing but exclusive of liability under insurance polices and other obligations routinely incurred in the ordinary course of the Company's business shall be Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) ARTICLE VIII. The name sand post office address of the incorporators forming this company are: R. M. Hubbs 385 Washington Street St. Paul, Minnesota 55102 C. B. Drake, Jr. 385 Washington Street St. Paul, Minnesota 55102 R. E. Young 385 Washington Street St. Paul, Minnesota 55102 IN WITNESS WHEREOF, the undersigned incorporators have hereunto set their hands this 2nd day if January, 1973. In the presence of: /s/ R. M. Hubbs - ------------------------ ------------------------ R. M. Hubbs, Incorporator - ------------------------ /s/ C. B. Drake, Jr. - ------------------------ ------------------------ C. B. Drake, Jr., Incorporator - ------------------------ /s/ R. E. Young - ------------------------ ------------------------ R. E. Young, Incorporator - ------------------------ INDIVIDUAL ACKNOWLEDGMENT STATE OF _________________________) ) SS COUNTRY OF _______________________) On this, the 2nd day of January, 1973 before me, the undersigned officer, personally appeared R. M. Hubbs, C. B. Drake, Jr., R. E. Young, known to me to be the persons whose names are subscribed to the within instrument and acknowledge to me that the same was executed for the purpose therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ ---------------------------- Notary Public My Commission Expires ________ ______________________________ The foregoing Articles of Incorporation of St. Paul Life Insurance Company are hereby approved the 2ND day if January, 1973. /s/ ---------------------------- Commissioner of Insurance State of Minnesota - --------------------------------------- STATE OF MINNESOTA-DEPARTMENT OF STATE I hereby certify that the within instrument was filed for record in this office on the 2nd day of January, 1973 at 1:00 P.M. and was recorded in book 2:39 of incorporated on page 1. Arlen I. Erdahl, Secretary of State. - --------------------------------------- ST. PAUL LIFE INSURANCE COMPANY/ 385 Washington Street, Box 40, St. Paul, Minnesota 55102 August 22, 1973 St. Paul Life Fund, Inc. P.O. Box 1386 Minneapolis, Minnesota 55440 Re: St. Paul Life Fund, Inc. - Name Gentlemen: This letter is to officially authorize the use of the name St. Paul Life Fund, Inc. by your company in connection with the new mutual fund being organized. Since St. Paul Life Fund, Inc. is an organization within our corporate family, we have no objection to the use of the name. You may use a copy of this letter for filing with the Secretary of State in the State of Minnesota when the Articles of Incorporation are filed in that office. If there is anything further you need in connection with this matter, please so inform me. Very truly your, /s/ George M. Hof ----------------- George M. Hof General Counsel [STAMP] STATE OF MINNESOTA DEPARTMENT OF STATE FILED AUGUST 30, 1973 /S/ Arlen I. Erdahl This agreement of Merger made and executed in duplicate this 6th day of December, 1973, by and between ST., PAUL LIFE INSURANCE COMPANY, Minnesota corporation, hereinafter referred to as "St. Paul", and the directors thereof, parties of the first part, and ST., PAUL LIFE AND CASUALTY COMPANY, a Minnesota corporation, and wholly owned subsidiary of St. Paul, hereinafter referred to as "Life and Casualty", and the directors thereof, parties of the second part, said corporations being hereinafter sometimes collectively called the "constituent corporations". WHERE AS, after full consideration by their respective Boards of Directors, both companies have concluded that a statutory merger of the companies would be advisable and generally to the advantage and welfare or said corporations and their respective stockholders and policyholders. NOW, THEREFORE, in consideration of the premises an mutual agreement, covenants and undertakings herein contained by each party to be faithfully kept and performed, it is hereby agreed by and between the parties hereto, each acting pursuant to and under authority of the laws of the State of Minnesota, as follows: SECTION 1 Life and Casualty shall be merged with and into St. Paul as of the close of business DECEMBER 10, 1973, and that thereupon the corporate existence of Life and Casualty shall cease and the corporate existence of St. Paul shall continue under the same of St. Paul Life Insurance Company, a stock life insurance corporation organized and existing under the laws of the State of Minnesota (said surviving corporation being sometimes hereinafter called the "Company"). SECTION 2 It is in the intent hereof that the identity, existence, purposes, and powers of St. Paul shall continue unaffected and unimpaired by the merger herein provided for and that the Articles of Incorporation under which the business of the Company is to be conducted and which shall be the Articles of Incorporation of the Company shall be the Articles of Incorporation of St. Paul, subject to amendment from time to time in the manner now or hereafter prescribed by law. SECTION 3 Upon this Agreement of Merger becoming effective, St. Paul as the surviving corporation shall: 1. Possess all the rights, privileges, powers, franchises and interests of Life and Casualty. 2. Possess all property and all rights to and interests in all property, real, personal and all debts and obligations due to the constituent corporations or either of them including, without limiting the foregoing general language, payments due under any mortgages. interests under any and all reinsurance agreements, premiums on existing policies and all chooses in action belonging to either of them and all of the foregoing shall be seemed to be sold, assigned, transferred and set over to and invested in St. Paul as the surviving corporation without further deed, instrument or act of transfer. 3. Assume and be responsible for all the liabilities, obligations and duties of the constituent corporations including, without limiting the foregoing general language, all liabilities and obligations which have arisen under or by virtue of any and all policies of insurance or other reinsurance, agreements including those involving reinsurance, or endorsements issued or entered into by Life and Casualty on or before the effective date of this Merger Agreement. All rights of creditors and all liens upon he property of either of said constituent corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the time of the merger, and all debts, liabilities an duties of the respective constituent corporations shall thenceforth attach to said surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. The liability of the constituent corporations or of the stockholders or officers, thereof, or of persons doing or transacting business with such corporation, shall not, in any way, be lessened or impaired by this merger. 4. Be responsible for all the liabilities and obligations of Life and Casualty; provided, however, the rights of the creditors of the constituent corporations or any persons dealing with such corporations shall not me impaired by such merger and any claim existing or action or proceeding pending by or against any of the constituent corporations may be prosecuted to judgment as of the merger had not taken place or the surviving corporation may be proceeded against or substituted in its place. 5. Assume all the rights and obligations of life and Casualty under contracts, bonds, policies and other undertakings executed by Life and Casualty before the effective date of this Agreement of Merger whether such contracts, bonds, policies and other undertakings are effective before or after the effective date of this Agreement of merger. More specifically, Life and Casualty shall and does hereby cede to St. Paul, and St. Paul shall and does hereby reinsure and assume, of the outstanding insurance contracts together with all contracts and agreements, arising under and out of all such contracts issued or assumed by Life and Casualty and in force according to their terms on the nooks and records of Life and Casualty as of the effective date and time of the merger or which may be reinstated thereafter in accordance with their terms, subjects, however, to the same rights and privileges which would have been possessed by the constituent corporations if such reinsurance had not been effective. In addition, St. Paul assumes subject to Life and Casualty's defenses thereon, and agrees to be bound by the obligations of Life and Casualty, if any as of the sate and time of the merger, arising out of insurance transactions effected prior to that date. 6. Assume all of the tights and obligations of Life and casualty under all written powers of attorney executed in the name of and filed by Life and casualty with all federal,state and other governmental authorities. 7. Assume all the rights and obligations of Life and Casualty under all federal and state franchises, permits and licenses granted to or acquire by Life and Casualty. 8. Assume all the rights and obligations of Life and Casualty with respect to deposits, rates or forms deposited or filed by Life and Casualty with all deferral and state regulatory authorities for any purpose whatsoever. SECTION 4 The By-Laws of St. Paul shall remain and by the By-Laws of the Company until they shall be altered or amended in the manner presently or hereafter provided. SECTION 5 All persons who shall be officers of St. Paul upon the merger becoming effect shall be and remain like officers of the Company until the Board of Directors of the Company shall elect their respective successors. SECTION 6 St. Paul shall pay all expenses of carrying this Agreement into effect and accomplishing the merger. SECTION 7 All persons who shall be directors of St. Paul upon the merger becoming effective shall be and remain like directors of the Company until the stockholders of the Company shall elect their respective successors. 1. From and after the effective date of this Agreement ____ of stock of Life and Casualty shall be canceled upon presentation to the Secretary of St. Paul. All shares of stock of Life and Casualty, except directors qualifying shares, are held by St. Paul; therefore an exchange of stock is to not deemed necessary by the signatories to this Agreement for Merger. 2. If any stockholder of either constituent corporation is dissatisfied with the terms of the merger and objects thereto in writing, he shall have the rights to have the value of his stock appraised and paid for, and to appeal; to the courts, as provided for dissatisfied stockholders by Minnesota Statutes Section 60A.16(5). 3. Any stockholder of either constituent corporation who does not vote against the merger shall be deemed to have assented to the merger as specified in this Agreement. Moreover, any stockholders of either constituent corporation who votes against this merger or objects thereto in writing within twenty (20) days after filing of this Agreement but who fails to demand or apply for payment of his stock shall be deemed to have assented to said merger. SECTION 9 Following the effective date of the merger, the Certificate of Authority of Life and Casualty shall be surrendered to the Commissioner of Insurance of the State of Minnesota. SECTION 10 Life and Casualty agrees from time to time and when requested by the Company that it will execute and deliver or cause to be executed and delivered all such deeds, agreements and other instruments and will take or cause to be taken all such further action as the Company may deem necessary or desirable in order to vest in and confirm to the Company title to and possession of all property, rights, privileges, powers, franchises, and immunities of Life and casualty and otherwise to carry out the intended purposes of this Agreement and to that and the proper officers and directors of the constituent corporations are fully authorized in the name of Life and Casualty or otherwise to take all such action and sign all such documents as mat be deemed necessary or advisable. SECTION 11 The constituent corporations shall do all things reasonably within their respective powers to cause all statutory and other procedures to be completed in time for the merger to become effective as of the close of business on December 10,1973. If, notwithstanding, the procedures cannot be completed in time for the merger to become effective on December 10, 1973, as aforesaid, in such event the effective date and time of the merger shall be as of the close of business on the day on which a copy of this Agreement of merger, having been duly adopted, certified and acknowledged as required by law, is duly approved and filed with the Commissioner of insurance of the State of Minnesota, as provided in Section 60A.16(3)92) of the Minnesota Statutes. ____________________________________________________________ This Agreement, have caused these presents to be executed by their respective President and their corporate seals to be affixed and attested by the Corporate Secretaries and members of the Board of Directors of each of the constituent corporations have joined herein as of the day and year first above written. ST. PAUL LIFE INSURANCE COMPANY (Corporate Seal) A Minnesota Corporation Attest: /s/ /s/ R. E. Young - ------------------------- ------------------------- Secretary R. E. Young President /s/ W. G. Smith /s/ R. E. Young - ------------------------- ---------------------------- W. G. Smith R. E. Young /s/ Lee Wiegard - -------------------------- Lee Wiegard BOARD OF DIRECTORS None ST. PAUL LIFE AND CASUALTY COMPANY (Corporate Seal) A Minnesota Corporation /s/ /s/ R. E. Young - ------------------------- -------------------------- Secretary R. E. Young President /s/ R. M. Collins, Jr. /s/ R. E. Young - ------------------------- ---------------------------- R. M. Collins, Jr. R. E. Young /s/ C. B. Drake, Jr. - -------------------------- C. B. Drake, Jr. BOARD OF DIRECTORS T-41,712 STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) This is to certify that on the 10th day of December, 1973, before me, personally came R. E. Young, President of St. Paul Life Insurance Company, a Minnesota corporation with whom I am personally acquainted, who being by me duly sworn says that he is President and R. A. Dreis is the Secretary of St. Paul Life Insurance Company, a Minnesota corporation, one of the corporations described in and a party to the foregoing Merger Agreement; that he knows the common seal of said corporation; that the said seal affixed to said Agreement is the common seal of said corporation, and the name of the corporation was subscribed thereto by said President and said Secretary and the common seal was affixed thereto all by the order of the Board of Directors of said corporation and that the said Agreement is the act and deed of said corporation. WITNESS, my hand and official seal this 10th day of December, 1973. /s/ Sally LaMirande ------------------- Notary Public SALLY LAMIRANDE, Notary Public, Ramsey County, Minn. My Commission Expires Sept. 23, 1975. STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) The undersigned Secretary of St. Paul Life Insurance Company, a Minnesota corporation, one of the corporations described herein and a party to the foregoing Merger Agreement, hereby certified that a majority of the directors of said corporation signed the foregoing Merger Agreement before him and his presence. IN WITNESS WHEREOF, the undersigned set his hand and affixed the corporate seal of said corporation this 6th day of December, 1973. (Corporate Seal) /s/ R. A. Dreis ---------------------- R. A. Dreis, Secretary T-41,713 STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) This is to certify that on the 10th day of December, 1973, before me, personally came R. E. Young, President of St. Paul Life and Casualty Company, a Minnesota corporation with whom I am personally acquainted, who being by me duly sworn says that he is President and R. A. Dreis is the Secretary of St. Paul Life and Casualty Company, a Minnesota corporation, one of the corporations described in and a party to the foregoing Merger Agreement; that he knows the common seal of said corporation; that the said seal affixed to said Agreement is the common seal of said corporation, and the name of the corporation was subscribed thereto by said President and said Secretary and the common seal was affixed thereto all by the order of the Board of Directors of said corporation and that the said Agreement is the act and deed of said corporation. WITNESS, my hand and official seal this 10th day of December, 1973. /s/ Sally LaMirande ------------------- Notary Public SALLY LAMIRANDE, Notary Public, Ramsey County, Minn. My Commission Expires Sept. 23, 1975. STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) The undersigned Secretary of St. Paul Life and Casualty Company, a Minnesota corporation, one of the corporations described herein and a party to the foregoing Merger Agreement, hereby certified that a majority of the directors of said corporation signed the foregoing Merger Agreement before him and his presence. IN WITNESS WHEREOF, the undersigned set his hand and affixed the corporate seal of said corporation this 6th day of December, 1973. (Corporate Seal) /s/ R. A. Dreis ---------------------- R. A. Dreis, Secretary T-41, 714 CERTIFICATE OF ADOPTION OF MERGER AGREEMENT I, R. A. Dreis, Secretary of St. Paul Life Insurance Company, a Minnesota corporation, do hereby certify: 1. That said Merger Agreement was submitted to the directors of St. Paul Life Insurance Company, a Minnesota corporation, at a meeting thereof duly called and held on the 6TH day of DECEMBER, 1973 in St. Paul, Minnesota. 2. That at said meeting of directors on the 6TH day of DECEMBER, 1973, said Merger Agreement was adopted and approved by unanimous vote of those directors present and voting. IN WITNESS WHEREOF, I have hereunto signed my name as the Secretary of St. Paul Life Insurance Company on the 6TH day of DECEMBER, 1973. (Corporate Seal) /s/ R. A. Dreis ---------------------- R. A. Dreis, Secretary STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis, personally came before me this day and acknowledged that he is the Secretary of the St. Paul Life Insurance Company, a Minnesota corporation, and that by due authority given and as the act of the corporation, the foregoing Certificate of Adoption of Merger Agreement was signed in its name by said Secretary and sealed with its corporation seal. WITNESS, my hand and official seal this 10TH day of DECEMBER, 1973. /s/ Sally LaMirande ------------------- Notary Public SALLY LAMIRANDE, Notary Public, Ramsey County, Minn. My Commission Expires Sept. 23, 1975. T-41, 716 CERTIFICATE OF ADOPTION OF MERGER AGREEMENT I, R. A. Dreis, Secretary of St. Paul Life and Casualty Company, a Minnesota corporation, do hereby certify: 1. That said Merger Agreement was submitted to the directors of St. Paul Life and Casualty Company, a Minnesota corporation, at a meeting thereof duly called and held on the 6TH day of DECEMBER, 1973 in St. Paul, Minnesota. 2. That at said meeting of directors on the 6TH day of DECEMBER, 1973, said Merger Agreement was adopted and approved by unanimous vote of those directors present and voting. IN WITNESS WHEREOF, I have hereunto signed my name as the Secretary of St. Paul Life and Casualty Company on the 6TH day of DECEMBER, 1973. (Corporate Seal) /s/ R. A. Dreis ---------------------- R. A. Dreis, Secretary STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis, personally came before me this day and acknowledged that he is the Secretary of the St. Paul Life and Casualty Company, a Minnesota corporation, and that by due authority given and as the act of the corporation, the foregoing Certificate of Adoption of Merger Agreement was signed in its name by said Secretary and sealed with its corporation seal. WITNESS, my hand and official seal this 10TH day of DECEMBER, 1973. /s/ Sally LaMirande ------------------- Notary Public SALLY LAMIRANDE, Notary Public, Ramsey County, Minn. My Commission Expires Sept. 23, 1975. T-41, 715 CERTIFICATE OF ADOPTION OF MERGER AGREEMENT I, R. A. Dreis, Secretary of St. Paul Life and Casualty Company, a Minnesota corporation, do hereby certify: 1. That said Merger Agreement was submitted to the directors of St. Paul Life and Casualty Company, a Minnesota corporation, at a meeting thereof duly called and held on the 6TH day of DECEMBER, 1973 in St. Paul, Minnesota. 2. That at said meeting of directors on the 6TH day of DECEMBER, 1973, said Merger Agreement was adopted and approved by unanimous vote of those directors present and voting. IN WITNESS WHEREOF, I have hereunto signed my name as the Secretary of St. Paul Life and Casualty Company on the 6TH day of DECEMBER, 1973. (Corporate Seal) /s/ R. A. Dreis ---------------------- R. A. Dreis, Secretary STATE OF MINNESOTA ) :SS COUNTY OF RAMSEY ) I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis, personally came before me this day and acknowledged that he is the Secretary of the St. Paul Life and Casualty Company, a Minnesota corporation, and that by due authority given and as the act of the corporation, the foregoing Certificate of Adoption of Merger Agreement was signed in its name by said Secretary and sealed with its corporation seal. WITNESS, my hand and official seal this 10TH day of DECEMBER, 1973. /s/ Sally LaMirande ------------------- Notary Public SALLY LAMIRANDE, Notary Public, Ramsey County, Minn. My Commission Expires Sept. 23, 1975. T-41,717 CERTIFICATE OF COMMISSIONER OF INSURANCE STATE OF MINNESOTA This is to certify that I have examined the foregoing Merger Agreement and find the same to comply with all the laws of Minnesota, and I do hereby fully approve the same for filing with the Secretary of State. WITNESS my hand and official seal the 10 day of DECEMBER, 1973. (Official Seal) /s/ Berton W. Heaton --------------------------------- Commission of Insurance Filed --------------------------- --------------------------------- Secretary of State ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE I hereby certify that the within Instrument was filed for record in the office on the 12 day of December A. D. 1973, at 8 o'clock a.m. and was duly recorded in book T-41 of Incorporation on page 707 /s/ Arlen I Erdahl ------------------ Secretary of State ----------------------------- 9-AA H-52,531 AMENDMENT TO ARTICLES OF INCORPORATION ST. PAUL LIE INSURANCE COMPANY The undersigned, the duly elected President and Secretary of St. Paul Life Insurance Company, hereby certify that the Articles of Incorporation for said corporation were amended at a Stockholder's Meeting held December 21, 1984, as follows: RESOLVED, That Article III of the Articles of Incorporation of the St. Paul Life Insurance Company, and the same is hereby, amended effective as of the date of approval of the Insurance Commissioner of Minnesota and the filing with the Secretary of State of Minnesota to read as follows: Article III. The principal of transacting the business of this Company shall be in Woodbury, a suburb of Saint Paul, County of Washington, State of Minnesota. IN WITNESS WHEREOF, the undersigned have signed and acknowledged this Amendment to Articles of Incorporation this 6th day of February, 1980 (Corporate Seal) /S/ R. L. Gunderson -------------------------- R. L. Gunderson, President /S/ George M. Hof -------------------------- George M. Hof, Secretary STATE O MINNESOTA COUNTY OF WASHINGTON The foregoing instrument was acknowledged before me this 5th day of February, 1980, by R. L. Gunderson and George M. Hof the President and Secretary of St. Paul Life Insurance Company, a Minnesota corporation, on behalf of the corporation. (Notary Public Stamp) /s/ Joanne F. Humpal -------------------- Notary Public Ramsey County The foregoing Amendment to Articles of Incorporation for St. Paul Life Insurance Company is hereby approved this 13th day of February, 1980. /s/ Michael D. ________ -------------------- Commissioner of Insurance State of Minnesota H-52,532 ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE I hereby certify that the within Instrument was filed for record in the office on the 19 day of February A. D. 1980, at 4:30 o'clock p.m. and was duly recorded in book H-52 of Incorporation on page 531 /s/ Joan Anderson Grace ---------------------- Secretary of State ----------------------------- 9-AA S-63,221 AMENDMENT TO ARTICLES OF INCORPORATION ST. PAUL LIE INSURANCE COMPANY The undersigned, the duly elected President and Secretary of St. Paul Life Insurance Company, hereby certify that the Articles of Incorporation for said corporation were amended at a Stockholder's Meeting held December 21, 1984, as follows: RESOLVED FURTHER, That Article VIII of the Articles of Incorporation be amended as follows: The highest amount of indebtedness and liability to which the corporation shall at any time be subject, exclusive of policy liabilities an other reserves, shall be One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, the undersigned have signed and acknowledged this Amendment to Articles of Incorporation this 2nd day of January, 1985 (Corporate Seal) /S/ R. L. Gunderson -------------------------- R. L. Gunderson, President /S/ David C. Storlie -------------------------- David C. Storlie, Secretary STATE O MINNESOTA COUNTY OF WASHINGTON The foregoing instrument was acknowledged before me this 2nd day of January, 1985, by R. L. Gunderson and David C. Storlie the President and Secretary of St. Paul Life Insurance Company, a Minnesota corporation, on behalf of the corporation. (Notary Public Stamp) /s/ Joanne F. Humpal -------------------- Notary Public Ramsey County S-63,222 The foregoing Amendment to Articles of Incorporation for St. Paul Life Insurance Company is hereby approved this 14 day of January, 1985. /s/ Michael D. Hatch -------------------- Commissioner of Commerce State of Minnesota ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE I hereby certify that the within Instrument was filed for record in the office on the 31 day of January A. D. 1985, at 4:30 o'clock p.m. and was duly recorded in book S-63 of Incorporation on page 221 /s/ Joan Anderson Grace ---------------------- Secretary of State ----------------------------- 9-AA D-64,355 AMENDMENT TO ARTICLES OF INCORPORATION ST. PAUL LIE INSURANCE COMPANY The undersigned, the duly elected President and Secretary of St. Paul Life Insurance Company, hereby certify that the Articles of Incorporation for said corporation were amended at a Stockholder's Meeting held December 21, 1984, as follows: RESOLVED FURTHER, That Article VII of the Articles of Incorporation be amended as follows: The highest amount of indebtedness and liability to which the corporation shall at any time be subject, exclusive of policy liabilities an other reserves, shall be One Hundred Million Dollars ($100,000,000). IN WITNESS WHEREOF, the undersigned have signed and acknowledged this Amendment to Articles of Incorporation this 2nd day of January, 1985 (Corporate Seal) R. L. Gunderson -------------------------- R. L. Gunderson, President /S/ David C. Storlie -------------------------- David C. Storlie, Secretary STATE O MINNESOTA COUNTY OF WASHINGTON The foregoing instrument was acknowledged before me this 6TH day of March, 1985, by R. L. Gunderson and David C. Storlie the President and Secretary of St. Paul Life Insurance Company, a Minnesota corporation, on behalf of the corporation. (Notary Public Stamp) /s/ Joanne F. Humpal -------------------- Notary Public Ramsey County This Amendment to Articles of Incorporation is hereby approved this 13 day of March, 1985. /s/ Michael D. Hatch -------------------- Commissioner of Commerce State of Minnesota D-64,356 ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE I hereby certify that the within Instrument was filed for record in the office on the 8th day of April A. D. 1985, at 4:30 o'clock p.m. and was duly recorded in book D-64 of Incorporation on page 355 /s/ Joan Anderson Grace ---------------------- Secretary of State ----------------------------- 4009 ARTICLES OF INCORPORATION OF GOLDEN AMERICAN INSURANCE COMPANY ARTICLE I The name of this Company is Golden American Life Insurance Company. ARTICLE II. The name of the business and the objects and purposes to be transacted, provided, and carried on by the Company are those of an insurance company. To this end it shall have the powers: (1) To engage in the general business of life insurance company, and to effect all forms, types, variations and combinations of life insurance, endowment or annuity contracts or policies on a group of individuals fixed or variable basis, for the payment of money in a single sum or in installations upon the contingencies of death, disability or survivorship. To provide in such policies or contracts supplemental thereto, for additional benefits in the event of the death of the insured by accident, total and permanent disability of the insured, or specific dismemberment or disablement suffered by the insured. (2) To engage in the general business of an accident and health insurance company for the purpose of effecting insurance against loss or damage by the sickness, bodily injury or death accident of the insured or dependents on a group of individual basis; to effect all forms, types, variations and combinations of policies or contracts of insurance providing for indemnities in the event of death, sickness or disability. (3) To effect contracts of reinsurance or co-insurance of any individual or group risk underwritten by this company, to reinsure risks of this company or any part thereof with any other company or to reinsure the whole of any portion of the risks of any other company. (4) To effect any kinds of classes of insurance business which companies of its kind are now or any hereafter be permitted by law to transact, whether or not such kinds or classes of insurance are specifically enumerated elsewhere in these Articles of Incorporation r existing amendments thereto. (5) To conduct business in any state or territory of the United States in the Dominion of Canada and in any foreign country. (6) To acquire, hold and dispose of shares of stock, notes, bonds or other evidences of indebtedness or securities of any other corporation or corporations. 4010 (7) To transact all business and to do all other things necessary or incidental to the foregoing purpose. (8) The powers herein conferred upon the company are in furtherance and not in limitation to the powers conferred by the statutes of the State of Minnesota as from time to time in force and effect, and the Corporation shall have in addition to such authorized statutory powers as are in these Articles of Incorporation recited; all other powers and privileges conferred by the statutes of the State of Minnesota now existing or hereinafter enacted. (9) The Company hall have the power and authority to acquire, own, and hold stock in any other insurance company; whether previously existing or in the process of being organized, and whether or not engaged in the type of insurance heretofore specified. ARTICLE III. *The principal place of transacting the business of this Company shall in Woodbury, a suburb of Saint Paul, County of Washington, State of Minnesota. ARTICLE IV. The duration of this Company shall be perpetual. ARTICLE V. The government of the Company and the management of its affairs shall be vested in a Board of Directors of not less than three (3) nor more than eighteen (18) members, all of whom shall be shareholders and shall be elected annually by the shareholders at each annual meeting. The annual meeting shall be held, unless otherwise designated by the Board of Directors, on the Friday preceding the first Tuesday of February of each year at such time and place within or without the State of Minnesota as the Board shall determine. The first Board of Directors of this Company who shall hold office until their respective successors are elected and qualified, shall consist of: R. B. Richardson 600 Park Avenue Helena, Montana 59601 R. E. Young 385 Washington Street St. Paul, Minnesota 55102 Lee Wiegard 385 Washington Street St. Paul, Minnesota 55102 W. G. Smith 385 Washington Street St. Paul, Minnesota 55102 *Amended 2-1-80 4011 ARTICLE VI. The authorized amount of capital stock of this Company shall be One Million, Five Hundred Thousand Dollars ($1,500,000) divided into One Hundred Fifty Thousand (150,000) shares of common stock of the par value of Ten Dollars ($10.00) each. Each share of stock shall entitle the holder to one vote, and shareholders shall not be entitled to cumulate their votes for the election of directors. The Board of Directors of the Company shall have the power to cause to be issued from time to time any and all of the authorized but unissued share of the stock of the Company at such prices and for such consideration as they in their unrestricted discretion deem wise and advisable. Shareholders shall not have any preemptive right to subscribe for any shares of such unissued stock. ARTICLE VII. *The highest amount of indebtedness or liability to which the corporation shall at any time be subject, exclusive of policy liability and other reserves shall be One Hundred Million Dollars ($100,000,000) ARTICLE VIII. The name sand post office address of the incorporators forming this company are: R. M. Hubbs 385 Washington Street St. Paul, Minnesota 55102 C. B. Drake, Jr. 385 Washington Street St. Paul, Minnesota 55102 R. E. Young 385 Washington Street St. Paul, Minnesota 55102 The foregoing Articles of Incorporation are hereby approved this 18th day of December, 1987, to be effective January 1, 1988. /s/ James G. Miller - ------------------------------- James G. Miller Deputy Commissioner of Commerce *Amended 12-21-84 4012 I, David C. Storlie, Secretary of the St. Paul Life Insurance Company of St. Paul, Minnesota, do hereby certify that the foregoing Articles of Incorporation are a true and correct of the Articles of Incorporation as of December 18, 1987. ST. PAUL LIFE INSURANCE COMPANY /s/ David C. Storlie -------------------- Dated: December 18, 1987 St. Paul, Minnesota Subscribed and sworn to before me this 18th day of December, 1987. /s/ Joanne F. Humpal - -------------------- Notary Public (Stamp) - ---------------------------------- JOANNE F. HUMPAL Notary Public, Ramsey County, Minn. My Commission Expires December 30, 1989 - ---------------------------------- ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE FILED DECEMBER 18, 1987 /s/ Joan Anderson Grace ---------------------- Secretary of State ----------------------------- 3538 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY WE, THE UNDERSIGNED, officers of Golden American Life Insurance Company, a corporation subject to the provisions of Chapter 300, Minnesota Statutes, do hereby certify that resolutions as hereinafter set forth were adopted as of the 7th day of March, 1988, by written authorization of the sole shareholder: RESOLVED, that the sole shareholder of this corporation hereby amends the corporation's Articles of Incorporation to include a new Article, Article VIII, to read as follows: A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) liability based on a breach of the duty of loyalty to the corporation or the shareholders; (ii) liability or acts of omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) liability for acts prohibited under Minnesota Statutes, Section 300.60; (iv) liability under Minnesota Statutes, Section 300.64, Subdivisions 1, 2, and 3; (v) liability for any transaction from which the director derived an improper personal benefit; or (vi) liability for any act or omission occurring prior to the date this Article becomes effective. If Chapter 300 of the Minnesota Statues hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Chapter 300 of the Minnesota Statutes. Any repeal of amendment of this Article by the shareholders of the corporation shall be prospective only, shall not adversely affect any elimination of or limitation on the personal liability of a director of the corporation existing at the time of such repeal or amendment and shall e made only upon the affirmative vote of the same percentage of votes represented by shares of the common stock of the corporation present, in person or by proxy, at a meeting of shareholders duly called for such purpose, as were 3537 originally obtained to adopt this Article. If after the adoption of this Article, Chapter 300 of the Minnesota Statutes is amended to adversely affect any elimination of or limitation on the personal liability of a director of the corporation, any such amendment shall be prospective only and shall not adversely affect any elimination of or limitation on the personal liability of a director of the corporation existing at the time of such amendment. RESOLVED, FURTHER, the President and Secretary be, and they hereby are, authorized, empowered and directed to make, execute and acknowledge such documents as may be required by Minnesota Statutes, Chapter 300, to reflect this amendment in the articles of Incorporation and to cause such document or documents to be filed for record in the manner required by law. /s/ Fred Davidson -------------------- Fred Davidson President /s/ Helene K. Netter -------------------- Helene K. Netter Assistant Secretary STATE OF NEW YORK ) : SS.: COUNTY OF NEW YORK ) The foregoing instrument was acknowledged before as this __ day of March, 1988, by Fred Davidson and Helene K. Netter, the President and Assistant Secretary, respectively, of Golden American Life Insurance Company, a Minnesota corporation, on behalf of the corporation. /s/ Rhonda Silverman -------------------- Notary Public (Stamp) (Stamp) STATE OF MINNESOTA Rhonda Silverman DEPARTMENT OF STATE Notary Public, State of N. Y. FILED No. 473115 MARCH 18, 1988 JOAN ANDERSON GRACE SECRETARY OF STATE ----------------------------- STATE OF MINNESOTA DEPARTMENT OF STATE I hereby certify that this is a true and complete copy of the document as filed for record in this office DATED: June 9, 1988 /s/ Joan Anderson Grace ---------------------- Secretary of State ----------------------------- By /s/ Teresa Nutt ----------------------- ----------------------------- EX-99.B6AII 15 RESTATED CERT OF INC OF GALIC EXHIBIT (6)(a)(ii) STATE OF DELAWARE [GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.] DEPARTMENT OF INSURANCE DOVER, DELAWARE -------[GRAPHIC OF DIAMOND SYMBOL]------- I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT the attached Certificate of Restated Certificate of Incorporation of the GOLDEN AMERICAN LIFE INSURANCE COMPANY, as filed with the Delaware Secretary of State on December 21, 1993, is a true and correct copy of the document on file with this Department. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE OFFICIAL SEAL OF THIS DEPARTMENT AT THE CITY OF DOVER, THIS 7TH DAY OF JANUARY, 1994, /S/ DONNA LEE H. WILLIAMS -------------------------------------- Insurance Commissioner -------------------------------------- Deputy Insurance Commissioner PAGE 1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE -------------------------------- I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF "GOLDEN AMERICAN LIFE INSURANCE COMPANY" FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 1993, AT 11:32 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1993 FOR RECORDING. ---------- [GRAPHIC OF SECRETARY OF STATE SEAL] /S/ WILLIAM T. QUILLEN ---------------------- WILLIAM T. QUILLEN, SECRETARY OF STATE AUTHENTICATION: *4215285 933625028 DATE: 12/28/1993 RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY -------------------------------------- Adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware -------------------------------------- The undersigned, Terry L. Kendall, President of Golden American Life Insurance Company, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Golden American Life Insurance Company. The Corporation was originally incorporated in the State of Minnesota under the name St. Paul Life Insurance Company as a domestic insurance corporation. The Corporation's original; articles of incorporation were filed with the Department of State of the State of Minnesota on January 2, 1973 (the "Original Certificate"). A number of amendments have thereafter been made to the Original Certificate by means of various certificates of amendment and restatement, all of which were also filed in Minnesota. 2. the Corporation has been redomesticated from the State of Minnesota to the State of Delaware, effective as of the date of the filing of this certificate, pursuant to Section 4946 of the Delaware Insurance Code (18 DEL. C.S 4946) and all other applicable provisions o f Delaware and Minnesota law. A Certificate of Incorporation incorporating all of the provisions of the Original Certificate, as amended, has today been filed as the Delaware Certificate of Incorporation of the Corporation to implement the Corporation's redomestication to Delaware. The Corporation is now filing this Restated Certificate of Incorporation to amend and restate such Delaware Certificate of Incorporation and to eliminate unnecessary provisions included therein. 3. The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows: ARTICLE I The name of the Corporation is Golden American Life Insurance Company. ARTICLE II The registered office of the Corporation in the State of Delaware is located at 1001 Jefferson Street, Suite 550, Wilmington, New Castle County, Delaware 19801. The Corporation is its own registered agent at that address. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of stock which the Corporation shall have authority to issue is 250,000. All such shares are to be common stock, par value of Ten Dollars ($10) per share, and are to be of one class. ARTICLE V The Corporation is to have perpetual existence. ARTICLE VI The number of directors constituting the Board of Directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the By-laws of the Corporation. ARTICLE VII Unless and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. ARTICLE VIII In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered to make, alter and repeal the By-laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any by-law made by the Board of Directors. ARTICLE IX A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification. ARTICLE X The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article. 4. That such Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. -2- IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation as of this 21ST day of December, 1993. By: /s/ Terry L. Kendall -------------------- Terry L. Kendall President Attest: /s/ Bernard R. Beckerlegge - -------------------------- Bernard R. Beckerlegge Secretary -3- EX-99.B6AIII 16 CERT OF AMEND OF MB VARIABLE EXHIBIT 6(a)(iii) CERTIFICATE OF AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY We, the undersigned officer of Golden American Life Insurance Company, a corporation subject to the provisions of Chapter 300 of the Minnesota Statutes, do hereby certify that resolutions as hereinafter set forth were adopted as of the 16th day of April, 1991, written authorization of the sole stockholder: VOTED: That the Restated Certificate of Incorporation of the Corporation be amended to read as follows: "FIRST": The name of the Corporation is MB Variable Life Insurance Company". VOTED: That all other paragraphs of the Restated Certificate of Incorporation shall remain unchanged. VOTED: That the directors and officers of the Corporation be, and they hereby are, authorized to do and cause to be done all things in their judgment necessary or advisable to effect the amendment of the Restated Certificate of Incorporation of the Corporation. The undersigned, Fred H. Davidson and Bernard R. Beckerlegge, the President and Secretary, respectively, of Golden American Life Insurance Company, do hereby certify that the foregoing Certificate of Amendment of the Restated Articles of Incorporation of Golden American Life Insurance Company is a true and correct copy of such Certificate and contains therein a true and correct copy of the Resolution of The Mutual Benefit Life Insurance Company, the sole stockholder of Golden American Life Insurance Company as of this 17th day of April, 1991. /s/ Fred H. Davidson ----------------------------- Fred H. Davidson, President /s/ Bernard R. Beckerlegge ----------------------------- Bernard R. Beckerlegge, Secretary GOLDEN AMERICAN LIFE INSURANCE COMPANY EX-99.B6AIV 17 CERT OF AMEND OF GALIC EXHIBIT (6)(a)(iv) STATE OF DELAWARE [GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.] DEPARTMENT OF INSURANCE DOVER, DELAWARE -------[GRAPHIC OF DIAMOND SYMBOL]------- I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT the attached Certificate of Amendment of Restated Certificate of Incorporation of the GOLDEN AMERICAN LIFE INSURANCE COMPANY, as filed with the Delaware Secretary of State on February 22, 1995, is a true and correct copy of the document on file with this Department. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE OFFICIAL SEAL OF THIS DEPARTMENT AT THE CITY OF DOVER, THIS 1ST DAY OF MARCH, 1995, /S/ DONNA LEE H. WILLIAMS -------------------------------------- Insurance Commissioner -------------------------------------- Deputy Insurance Commissioner PAGE 1 STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "GOLDEN AMERICAN LIFE INSURANCE COMPANY", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF FEBRUARY, A.D. 1995, AT 10:00 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. [GRAPHIC OF SECRETARY OF STATE SEAL] /S/ EDWARD J. FREEL -------------------- EDWARD J. FREEL, SECRETARY OF STATE AUTHENTICATION: 7417173 2365510 8100 DATE: STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 am 02/22/1995 950040023-2365510 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: that the Board of Directors of the Corporation, by the unanimous written consent of its members filed with the minutes of the Board, adopted a resolution declaring advisable the following amendment to the Restated Certificate of Incorporation of the Corporation: RESOLVED, that Article IV of the Restated Certificate of Incorporation of the Corporation be amended to read in full as follows: The total number of shares of stock which the corporation shall have authority to issue is 300,000, consisting of 50,000 shares of preferred stock, par value $5,000 per share, and 250,000 shares of common stock, par value $10.00 per share. PART I SERIES OF REDEEMABLE PREFERRED STOCK Section 1. DESIGNATION AND NUMBER OF SHARES. This series of Preferred Stock shall be designated the "Series A Redeemable Preferred Stock" (the "Series A Preferred Stock"). The number of authorized shares of Series A Preferred Stock shall be ten thousand (10,000). Section 2. RANK. The Series A Preferred Stock shall, as to the distribution of assets upon the liquidation, dissolution or winding up of the Corporation, rank (i) prior to the common stock of the Corporation, par value $10.00 per share of (the "Common Stock"), and any other capital stock of the Corporation (other than any other class or series of a class of capital stock of the Corporation the terms of which expressly provide that the shares thereof rank senior or on a parity as to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Corporation with the shares of the Series A Preferred Stock) (such securities, other than those described in the immediately preceding parenthetical clause, collectively referred to herein as the "Junior Securities") and (ii) on a parity with any other class or series of a class of capital stock of the Corporation the terms of which expressly provide that the shares thereof rank on a parity as to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Corporation with the shares of the Series A Preferred Stock (the "Parity Securities"). Section 3. DIVIDENDS. (a) The holders of the Series A Preferred Stock shall be entitled to receive, when as and if declared by the Board of Directors of the Corporation (the "Board"), out of funds legally available therefor, cash dividends in an amount equal to the Applicable Dividend Rate (as defined in Section 3(b) below) multiplied by the Redemption Price (as defined in Section 4(a) below). Such dividends shall be payable quarterly on the last Business Day (as defined in Section 3(b) below) of March, June, September, and December of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date") commencing March 31, 1995. Each such dividend shall be payable to holders of record of shares of Series A Preferred Stock, as they appear on the stock record books of the Corporation at the close of business on the record date for such dividend, which record date shall be fixed by the Board and shall be not more than 60 days nor less than 10 days prior to the Quarterly Dividend Payment Date for such dividend. Such dividends shall begin to accrue and be cumulative from the date on which the first shares of Series A Preferred Stock are issued, whether or not there shall be funds legally available for the payment thereof and whether or not the Board shall have declared such dividends. -2- (b) For purposes of this Section 3, the term "Applicable Dividend Rate" shall mean a percentage not to exceed the sum of (i) 1.5% and (ii) the highest "Prime Rate" as published under the "Money Rates" subsection in THE WALL STREET JOURNAL on (A) December 30, 1994 for purposes of determining the Applicable Dividend Rate for the dividend payable on March 31, 1995 or (B) the Quarterly Dividend Payment Date for the immediately preceding quarterly period (whether or not a dividend was actually declared and paid for such period) for purposes of determining the Applicable Dividend Rate for dividends payable after March 31, 1995. For purposes of this Section 3, the term "Business Day" shall mean a day on which the New York Stock Exchange is open for trading. (c) When dividends are not paid in full upon the Series A Preferred Stock, any dividends declared or paid upon shares of Series A Preferred Stock and any Parity Securities shall be declared or paid, as the case may be, pro rata so that the amounts or dividends declared or paid, as the case may be, per share on the Series A Preferred Stock and such other Parity Securities in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Securities bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock or any Parity Securities which may be in arrears. (d) Unless full cumulative dividends have been or contemporaneously are declared by the Board and paid or declared and a sum set apart sufficient for such payment by the Corporation on the Series A Preferred Stock for all quarterly periods ending on or prior to the date of payment of dividends on any Junior Securities, no dividends shall be declared or paid or sum set apart for such payment or any other distribution made on or with respect to such Junior Securities for any period, other than dividends payable or distributions made in shares of Junior Securities. (e) Unless full cumulative dividends have been or contemporaneously are declared by the Board and paid of declared and a sum set apart sufficient for payment by the Corporation on the Series A Preferred Stock for all -3- quarterly periods ending on or prior to the date of any event described in clause (i) or (ii) of this Section 3(e), the Corporation shall not, and shall not permit any subsidiary thereof to (i) redeem, purchase, retire or otherwise acquire for any consideration any shares of Series A Preferred Stock, unless (A) all shares of Series A Preferred Stock outstanding shall be redeemed, repurchased, retired or otherwise acquired or (B) the shares of Series A Preferred Stock are redeemed, purchased, retired or otherwise acquired pro rata from among the holders of the shares then outstanding or (ii) redeem, purchase, retire or otherwise acquire for any consideration, or make any payment on account of a sinking fund or other similar fund for redemption, purchase retirement or acquisition of, any Junior Securities or any Parity Securities, or any warrant, right or option to purchase any thereof, or make any distribution in respect thereof, directly or indirectly, whether in cash, obligations or securities of the Corporation or other property, except, (i) in the case of Junior Securities, redemptions, purchases, retirements, acquisitions or distributions made in shares of Junior Securities or (ii) in the case of Parity Securities, pro rata redemptions, purchase, retirements or acquisitions so that the amounts redeemed, purchased, retired or otherwise acquired or paid or distributed in respect thereof, as the case may be, per share on the Series A Preferred Stock and such other Parity Securities in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series A Preferred Stock and such other Parity Securities bear to each other. Section 4. REDEMPTION. (a) To the extent the Corporation shall have funds legally available therefor, the Corporation may redeem at its option the Series A Preferred Stock in cash, at the option of the Corporation, at any time or from time to time, in whole or in part, at a redemption price in cash of five thousand dollars ($5,000) per share (the "Redemption Price"), together with accrued and unpaid dividends thereon (whether or not declared) through the date fixed by the Corporation for redemption (The "Redemption Date"), without interest. (b) At least 30 days but not more than 60 days prior to the Redemption Date, a written notice of such -4- redemption (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record of shares of Series A Preferred Stock. The Redemption Notice shall be sent to such holder at such holder's address as shown on the records of the Corporation and shall state: (i) the Redemption Date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (iii) the Redemption Price; and (iv) the place or places where such holder is to surrender the certificate or certificates for such holder's shares to the Corporation. (c) On or after the Redemption Date, each holder of shares of the Series A Preferred Stock which have been redeemed shall present and surrender the certificate or certificates for such holder's shares to the Corporation at the place designated in the Redemption Notice and thereupon the Redemption Price of such shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In case fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. (d) From and after the Redemption Date (unless default shall be made by the Corporation in payment of the Redemption Price), all rights of the holders of the Series A Preferred Stock with respect to shares that have been redeemed shall cease and terminate, except the right to receive the Redemption Price thereof upon the surrender of certificates representing the same, and such shares shall not thereafter be transferred (except with the consent of the Corporation) on the books of the Corporation and such shares shall not be deemed to be outstanding for any purpose whatsoever. Section 5. LIQUIDATION. (a) the share of Series A Preferred Stock shall rank prior to the shares of Junior Securities upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation transaction"), so that in the event of any -5- Liquidation transaction, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to receive out of the assets or surplus funds of the Corporation available for distribution to its stockholders, or proceeds thereof, whether from capital, surplus or earnings before any distribution is made to holders of any Junior Securities, a liquidation preference in the amount per share of Series A Preferred Stock equal to five thousand dollars ($5,000), plus an amount equal to all accrued and unpaid dividends (whether or not declared) on the shares of Series A Preferred Stock to the date of final distribution. (b) If, upon any Liquidation Transaction, the assets or surplus funds of the Corporation, or proceeds thereof whether from capital, surplus or earnings, distributable among the holders of shares of Series A Preferred Stock and any Parity Securities then outstanding are insufficient to pay in full the preferential liquidation payments due to such holders, such assets, surplus funds or proceeds shall be distributable among such holders pro rata in accordance with the amounts that would be payable on such shares of Series A Preferred Stock and Parity Securities if all amounts payable thereon were payable in full. In the event of a Liquidating Transaction, the Corporation shall give written notice thereof to the holders of shares of Series A Preferred Stock, by first class mail, postage prepaid, to such holders' respective addresses as shown on the stock books of the Corporation. (c) Neither the consolidation, merger, or other business combination of the Corporation with or into any other person or persons nor the sale of all or substantially all of the assets of the Corporation shall be deemed to be a Liquidation Transaction. Section 6. VOTING RIGHTS. The holders of shares of Series A Preferred Stock shall not be entitled to any voting rights except as required by law. SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder of the Corporation has given its unanimous written consent to said amendment in accordance with the -6- provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 151, 228 and 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Golden American Life Insurance Company has caused this certificate to be signed by David L. Jacobson, its Senior Vice President, this 22nd day of February, 1995. GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/ David L. Jacobson -------------------------- David L. Jacobson Senior Vice President -7- EX-99.B6BI 18 BY-LAWS OF GOLDEN AMERICAN EXHIBIT 6(b)(i) STATE OF MINNESOTA [GRAPHIC: STATE OF MINNESOTA CIRCULAR SEAL] DEPARTMENT OF COMMERCE THE UNDERSIGNED COMMISSIONER OF COMMERCE FOR THE STATE OF MINNESOTA HEREBY CERTIFIES THAT GOLDEN AMERICAN LIFE INSURANCE COMPANY organized under the laws of MINNESOTA has made application, paid the fees required and in all other respects complied with the laws of the State of Minnesota and is hereby authorized to transact the business of an insurance company for the lines of insurance specified in Minnesota Statues, Section 60A. 06, Subdivision 1, Clause(s) 4 (INCLUDING VARIABLE CONTRACTS), 5A unless this authority be suspended, revoked, or otherwise legally terminated. This certificate shall be in effect until June 1, 1991. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal of the Department of Commerce, of the State of Minnesota at my office in the City of St. Paul, Minnesota, this FIRST day of JUNE, 1990 /S/ THOMAS H. B__MAN -------------------- THOMAS H. B__MAN Commissioner of Commerce CM-00526-01 CHARTER LICENSE INSURANCE BYLAWS OF MB VARIABLE LIFE INSURANCE COMPANY MB VARIABLE LIFE INSURANCE COMPANY INDEX ARTICLE I. STOCKHOLDERS ------------ Page Sec. 1 Notice of Meetings 1 Sec. 2 Annual Stockholders' Meetings 1 Sec. 3 Special Stockholders' Meetings 2 Sec. 4 Quorum and Adjournments 2 Sec. 5 Form of Proxy 2 ARTICLE II. BOARD OF DIRECTORS ------------------ Sec. 1 Authority and Duties of Directors 2 Sec. 2 Regular Meetings 3 Sec. 3 Annual Meetings 3 Sec. 4 Special Meetings 3 Sec. 5 Waiver of Notice of Special Meetings 3 Sec. 6 Action in Writing 4 Sec. 7 Quorum 4 Sec. 8 Vacancies 4 ARTICLE III. OFFICERS -------- Sec. 1 Election and Removal 4 Sec. 2 Number 4 Sec. 3 Duties of Chairman 5 Sec. 4 Duties of President 5 Sec. 5 Duties of Executive Vice President 5 Sec. 6 Duties of Vice Presidents 5 Sec. 7 Duties of Secretary 5 Sec. 8 Duties of Treasurer 6 Sec. 9 Duties of Actuary 6 Sec. 10 Duties of General Counsel 6 Sec. 11 Duties of Medical Director 6 Sec. 12 Duties of Other Officers 6 ARTICLE IV. CAPITAL STOCK ------------- Sec. 1 Certificates 7 Sec. 2 Transfer 7 ARTICLE V. COMMITTEES ---------- Sec. 1 Executive Committee 7 Sec. 2 Other Committees 7 ARTICLE VI. CORPORATE ACTIONS ----------------- Sec. 1 Dividends 8 Sec. 2 Loaning Company's Moneys 8 Sec. 3 Borrowing Money 8 Sec. 4 Depositories 8 ARTICLE VII. MISCELLANEOUS ------------- Sec. 1 Fiscal Year 8 Sec. 2 Corporate Seal 8 Sec. 3 Nominees 8 Sec. 4 Officers' and Employees' Bonds 9 Sec. 5 Indemnification of Directors and Officers 9 Sec. 6 Voting Stock 9 Sec. 7 Execution of Documents 9 Sec. 8 Amendments 9 BYLAWS OF MB VARIABLE LIFE INSURANCE COMPANY ARTICLE I. STOCKHOLDERS NOTICE OF MEETINGS Section 1. Not less than fifteen (15) days prior to the time appointed for the holding of any stockholders' meetings, a notice thereof shall be given either in person or by mail addressed to each stockholder at his last known address, over the signature of an officer of the Company. In the case of an annual meeting, the said notice shall state that it is to be held for the election of directors and the transaction of such other business as may come before the meeting. In case of a special meeting of the stockholders, the notice shall state generally the nature of the business to be considered. Unless the Board of Directors shall otherwise determine, stockholders of record on the date of mailing shall be entitled to notice of any meeting, and stockholders of record on the date of any meeting shall be entitled to vote thereat. All business transacted at any meeting of the stockholders at which all of the stockholders are present, or the holding of which shall have consented to in writing or by telegraph shall be valid, though no previous notice of such meeting be given. ANNUAL STOCKHOLDERS' MEETINGS *Section 2. The Annual Meeting of the Stockholders shall be held each year at the office of the Company in the City of St. Paul, Minnesota, or at such other place as may be designated by the Board of Directors, in accordance with the Articles of Incorporation. At said meeting the stockholders shall elect a Board of Directors consisting of not less than five (5) nor more than twelve (12) members who shall hold office for one year or until their successors are elected and qualified. At such meeting there may be transacted any other business that may be brought before it. Should the annual election of directors not take place in any year on the day hereinbefore fixed therefor, for any reason whatever, such election may be held on such other day within six (6) months thereafter as may be appointed therefor by the Board of Directors, they giving notice thereof as in the case of the Annual Meeting. * Amended 12-21-84 -1- SPECIAL STOCKHOLDERS' MEETINGS Section 3. Special meetings of the stockholders may be held on call of the Board of Directors with notice of said meeting being given in the same manner as notice of an Annual Meeting. QUORUM AND ADJOURNMENTS Section 4. At all annual or special meetings of the stockholders, the holders of a majority of the outstanding shares of the capital stock, whether present in person or by proxy, shall constitute a quorum for the transaction of business, but less than a majority may adjourn from time to time or sine die. FORM OF PROXY Section 5. Any stockholder may be represented at any stockholders' meeting by written proxy or power of attorney signed by the stockholder, and filed with the Secretary of the Company at any time prior to the opening of the meeting. ARTICLE II. BOARD OF DIRECTORS AUTHORITY AND DUTIES OF DIRECTORS *Section 1. The Board of Directors shall have authority and responsibility for the general management of the corporation in all those matters which are not reserved for action by the stockholders. Without limiting the generality of the foregoing, the Board shall have specific authority: A. To call special meetings of the stockholders when they deem it necessary, in the manner provided in these Bylaws. B. To make rules and regulations not inconsistent with the law, the Articles of Incorporation or the Bylaws of the Company. C. To incur such indebtedness as may be deemed necessary and to authorize the execution by the appropriate officers, in the name of the Company, of any required evidence of such indebtedness. It shall be the duty of the Board of Directors, without limiting the generality of the forgoing: A. To cause to be kept a complete record of all its meetings and acts, and also all proceedings of the meetings of stockholders, and to cause to be presented a full statement at the regular meetings of the stockholders, showing in detail the assets and liabilities of the Company and generally the condition of its affairs. * Amended 12-21-84 -2- B. To require the Secretary and the Treasurer and their assistants to keep full and accurate books and accounts and to prescribe the form and mode of keeping such books. C. To cause to be issued to the stockholders certificates of stock in the proportion to their several interests, not to exceed in the aggregate the authorized capital stock of the Company. D. To cause the monies of the Company to be safely kept and to determine the method of signing Company checks and orders for transfer or withdrawal of the funds of this Company on deposit with any bank in whatever form. E. To reserve, allot, or set aside such a amount in excess of the reserve required by law to be held and maintained as shall, in their judgment, be for the best interests of the Company. F. To adopt and exercise such plans and systems of insurance as they may deem necessary for the best interests of the Company. REGULAR MEETINGS *Section 2. The Board of Directors shall meet from time to time without notice at such places within or without the State of Minnesota, and at such times and dates as the Board of Directors shall determine. ANNUAL MEETINGS Section 3. The Annual Meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting, and no notice thereof shall be required. SPECIAL MEETINGS Section 4. Special meetings of the Board of Directors may be called by the Chairman, the President, or any two (2) directors on written request to the Secretary stating the object of the meeting. Notices of special meetings of the Board of Directors, stating the time, date, place and object of the meeting, shall be given to each director either in person or by telephone, or by telegraph or mail addressed to each director's last known address at least twenty-four (24) hours prior to the time of such meeting. WAIVER OF NOTICE OF SPECIAL MEETINGS Section 5. All business transacted at any special meeting at which all of the directors are either present, or to the holding of which they shall have consented in writing, or by telegraph, shall be valid, though no previous notice of such meeting be given. * Amended 12-21-84 -3- ACTION IN WRITING Section 6. Any action which may be taken by the Board of Directors or any committee thereof may be taken without a meeting if done in writing signed by all members of the Board of Directors or Committee. QUORUM Section 7. A majority of the full Board of Directors shall constitute a quorum for the transaction of business, but less than a majority may adjourn from time to time or sine die. In case of adjournment to a subsequent sate and hour, the Secretary shall give notice of the adjourned meeting in the manner provided by Section 4 of this Article. VACANCIES *Section 8. The Board of Directors shall have the power to elect successors to fill up to three(3) vacancies that may occur in their own body, such successors to serve until the next annual meeting of the stockholders. If more than three (3) vacancies occur during any year, the remaining directors may call a special meeting of stockholders to fill such additional vacancies or the remaining directors may continue to act so long as a quorum remains, but such directors, if less than a quorum, shall promptly call a special meeting of the stockholders to fill such additional vacancy or vacancies. ARTICLE III. OFFICERS ELECTION AND REMOVAL Section 1. The officer of the Company shall be elected to serve during the pleasure of the Board of Directors, except that the Chairman, if any, and the President shall be elected by the Board of Directors at its Annual Meeting to serve for one year and until the election and qualification of their successors; and the Board of Directors may at any time create additional offices and define the duties thereof, or, with or without cause, abolish offices and remove the incumbents therefrom. NUMBER *Section 2. The Board of Directors may elect a Chairman, an Executive Vice President and shall elect a President; one or more Vice Presidents; an Actuary, a General Counsel; a Secretary; a Treasurer; a Medical Director, and such additional officers as it may in its discretion determine. * Amended 12-21-84 -4- DUTIES OF CHAIRMAN *Section 3. CHAIRMAN. The Chairman shall be responsible for making recommendations concerning Company policy to the Board of Directors or the Executive Committee. He shall preside at meetings of stockholders and the Board of Directors. He shall be consulted on major policy decisions and shall act in an advisory capacity in connection with the business of the corporation, and shall perform such duties as may be specifically assigned to him by the Board of Directors. DUTIES OF PRESIDENT *Section 4. PRESIDENT. The President shall be the chief executive officer of the Company with general responsibility for the efficient, profitable management of the Company, and for designating the duties, powers and authority of all officers and employees of the Company. He shall be a member of the Executive Committee. He shall have the authority to delegate any of said duties as he may from time to time, in his discretion, determine. In the absence of the Chairman, the President shall assume his duties. In the event of the inability of the President to act, the Executive Vice President, if any, otherwise the Vice President with the greatest seniority in that office shall perform the duties and exercise the powers of the President until some person is appointed by the Board of Directors or the Executive Committee. DUTIES OF EXECUTIVE VICE PRESIDENT *Section 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if one is elected, shall assist the President, shall assume the President's duties in his absence, and shall have specific accountability for the quality of performance in those areas of the Company's operations which the President shall determine. He shall have such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF VICE PRESIDENTS Section 6. VICE PRESIDENTS. The Vice Presidents, one or more of whom may be elected in the discretion of the Board of Directors, shall have such duties as the Board of Directors or the President shall prescribe. DUTIES OF SECRETARY Section 7. SECRETARY. The Secretary shall take charge of and affix the seal of the Company to all certificates of stock. He shall be present at all meetings of the stockholders and of the Board of Directors, shall attend meetings of the Executive Committee and other committees as requested, and shall keep a true and accurate record of all meetings in books provided for that purpose. He shall be the custodian of all the official corporate papers of the Company except those of a financial nature. In the absence of the Secretary, an Assistant Secretary shall be appointed by the President to execute the foregoing duties. He shall perform such other assignments as may be made by the Board of Directors or the President. * Amended 12-21-84 -5- DUTIES OF THE TREASURER Section 8. TREASURER. The Treasurer shall be accountable, jointly with such other officer or officers as may be designated by the Board of Directors, for the safekeeping of all monies and securities of the company, consistent with the rules adopted by the board of Directors therefor. He shall keep a complete record of all investments, mortgages and securities and shall attend to the collection of payments and interest due thereon. It shall be his responsibility to keep the Company's monies deposited in the name of the Company unless the Board of Directors shall direct otherwise, and to control the amount of bank balances in each depository of the Company, and he shall have such other responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF ACTUARY Section 9. ACTUARY. The Actuary shall supervise and be responsible for the routine duties of the Actuarial Department and shall have the general duties of supervision and management usually vested in the office of Actuary for a life insurance company and such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF GENERAL COUNSEL Section 10. GENERAL COUNSEL. The General Counsel shall be accountable for providing representation for the Company in all litigation, for promoting legality of the Company's operations by providing legal advice to the Company, its directors, officers and employees upon all matters pertaining to Company affairs, and for conducting such reviews and investigations as may be needed to measure and assure compliance. He shall have such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF MEDICAL DIRECTOR Section 11. MEDICAL DIRECTOR. The Medical Director, if one is elected, shall be accountable for providing quality medical evaluations and advice to aid in the underwriting of risks and settlement of claims, for the qualification and appointment of local medical examiners as required, for advising the officers and directors of the Company on medical matters, and for such additional assignments as may be made by the Board of Directors or the President. DUTIES OF OTHER OFFICERS Section 12. OTHER OFFICERS. The Other Officers, who may be elected in such manner and with such titles as the Board if Directors may in its discretion determine, shall have such duties as the Board of Directors or the President shall prescribe. -6- ARTICLE IV. CAPITAL STOCK CERTIFICATES Section 1. The certificates of capital stock of the Company shall be numbered in progression, and they shall exhibit the name or names of the person or persons owning the shares represented thereby, the number of shares for which they are issued, the name of the state in which the Company is organized, the name of Company, and shall be signed by the President or a Vice President and the Secretary or and Assistant Secretary under the corporate seal of the Company. TRANSFER Section 2. Shares of capital stock of the Company may be transferred at any time by the holder or by an attorney legally constituted or by a legal representative of the holder. No transfer shall be valid except between the parties thereto until entered in proper form on the books of the Company. Surrendered certificates shall be canceled by the Secretary and shall be placed in the certificate book opposite the memorandum of the issue of that certificate before a new certificate shall be issued in lieu thereof. ARTICLE V. COMMITTEES EXECUTIVE COMMITTEE Section 1. There shall be an Executive Committee consisting of three or more Directors, including the President, to be elected annually by the Board of Directors. The Executive Committee shall be responsible for officers' salary administration and shall have and exercise the authority of the Board of Directors in the management of the business of the Company in the interval between meetings of the Board of Directors, provided, however, that the Executive Committee shall not have the power to declare a dividend or to cause to be issued any of the Company's authorized but unissued stock. The Executive Committee may meet upon the call of the President or any two members and a majority of the Committee shall constitute a quorum. Any action which may be taken by the committee may be taken without a meeting if done in writing signed by each member of the Committee. Actions of the Executive Committee shall be recorded by the Secretary and reported to the Board of Directors at its next meeting. OTHER COMMITTEES Section 2. Additional standing committees may be created as desired or required for specific purposes at any time by action of the Board of Directors. -7- ARTICLE VI. CORPORATE ACTIONS DIVIDENDS Section 1. The Board of Directors may declare dividends on the stock issued and outstanding from any source as permitted by the laws of Minnesota. LOANING COMPANY'S MONEYS Section 2. The Company shall not loan any of its funds to any officer, Director or member of any committee passing on investments. BORROWING MONEY Section 3. The Board of Directors may authorize its officers to negotiate and borrow money with such limitations as the Board of Directors may from time to time determine, and within such limitations, such duly authorized officers may execute, in the name of the Company, its bonds, notes or other suitable obligation therefore; and to secure the payment thereof, may mortgage its income, rights or property, whether real, personal or both. DEPOSITORIES Section 4. All moneys, checks and evidences of money received by or belonging to this Company shall be deposited to the credit of the company in such banks or trust companies as may designated pursuant to authority of the Board of Directors. ARTICLE VII. MISCELLANEOUS FISCAL YEAR Section 1. The fiscal year of the Company shall end at December 31 of each year. CORPORATE SEAL Section 2. The corporate seal of this Company shall be a circular die, around the edge of which shall appear the word, "Golden American Life Insurance Company," and in the center of which shall appear the words "Corporate Seal." NOMINEES Section 3. The Board of Directors may by resolution, if permitted under the applicable laws of the State of Minnesota, authorize the establishment or designation of a nominee or nominees for the purpose of registering securities owned by the Company in the name of such nominee or nominees rather than in the Company's name. Upon such establishment or designating shares of stock and other securities owned by this Company may be registered in the name of such nominee or nominees. -8- OFFICERS' AND EMPLOYEES' BONDS Section 4. The officers and the employees of the Company shall furnish bonds for the faithful performance of their duties when so required, and in the form as from time to time may be determined by the Board of Directors. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 6. The Company shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. The Company may also, to the extent permitted by law, indemnify any other person who is or was serving the Company in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. The Company may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provisions in the above paragraphs, against any such liability to the extent permitted by law. VOTING STOCK Section 6. The President or the Treasurer, or a proxy appointed by either of them, unless some other person or persons shall be appointed by the Board of Directors, may vote shares in another corporation owned by the Company. EXECUTION OF DOCUMENTS Section 7. All contracts, including policies of insurance issued by the Company, shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. Both signatures may be facsimile, engraved or printed if the contract is countersigned by a duly authorized registrar, agent, officer or employee designated by the Board of Directors for such purpose. The President, a Vice President or the Treasurer shall execute the transfer and assignment of any and all securities owned by the Company. AMENDMENTS Section 8. These Bylaws may be amended by a majority vote of the stockholders at their Annual Meeting, or at any other meeting called for that purpose. -9- EX-99.B6BII 19 BY-LAWS OF GOLDEN AMERICAN, AS AMENDED EXHIBIT 6(b)(ii) BYLAWS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY GOLDEN AMERICAN LIFE INSURANCE COMPANY INDEX ARTICLE I. STOCKHOLDERS ------------ Page Sec. 1 Notice of Meetings 1 Sec. 2 Annual Stockholders' Meetings 1 Sec. 3 Special Stockholders' Meetings 2 Sec. 4 Quorum and Adjournments 2 Sec. 5 Form of Proxy 2 ARTICLE II. BOARD OF DIRECTORS ------------------ Sec. 1 Authority and Duties of Directors 2 Sec. 2 Regular Meetings 3 Sec. 3 Annual Meetings 3 Sec. 4 Special Meetings 3 Sec. 5 Waiver of Notice of Special Meetings 3 Sec. 6 Action in Writing 4 Sec. 7 Quorum 4 Sec. 8 Vacancies 4 ARTICLE III. OFFICERS -------- Sec. 1 Election and Removal 4 Sec. 2 Number 4 Sec. 3 Duties of Chairman 5 Sec. 4 Duties of President 5 Sec. 5 Duties of Executive Vice President 5 Sec. 6 Duties of Vice Presidents 5 Sec. 7 Duties of Secretary 5 Sec. 8 Duties of Treasurer 6 Sec. 9 Duties of Actuary 6 Sec. 10 Duties of General Counsel 6 Sec. 11 Duties of Medical Director 6 Sec. 12 Duties of Other Officers 6 ARTICLE IV. CAPITAL STOCK ------------- Sec. 1 Certificates 7 Sec. 2 Transfer 7 ARTICLE V. COMMITTEES ---------- Sec. 1 Executive Committee 7 Sec. 2 Other Committees 7 ARTICLE VI. CORPORATE ACTIONS ----------------- Sec. 1 Dividends 8 Sec. 2 Loaning Company's Moneys 8 Sec. 3 Borrowing Money 8 Sec. 4 Depositories 8 ARTICLE VII. MISCELLANEOUS ------------- Sec. 1 Fiscal Year 8 Sec. 2 Corporate Seal 8 Sec. 3 Nominees 8 Sec. 4 Officers' and Employees' Bonds 9 Sec. 5 Indemnification of Directors and Officers 9 Sec. 6 Voting Stock 9 Sec. 7 Execution of Documents 9 Sec. 8 Amendments 9 BYLAWS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY ARTICLE I. STOCKHOLDERS NOTICE OF MEETINGS Section 1. Not less than fifteen (15) days prior to the time appointed for the holding of any stockholders' meetings, a notice thereof shall be given either in person or by mail addressed to each stockholder at his last known address, over the signature of an officer of the Company. In the case of an annual meeting, the said notice shall state that it is to be held for the election of directors and the transaction of such other business as may come before the meeting. In case of a special meeting of the stockholders, the notice shall state generally the nature of the business to be considered. Unless the Board of Directors shall otherwise determine, stockholders of record on the date of mailing shall be entitled to notice of any meeting, and stockholders of record on the date of any meeting shall be entitled to vote thereat. All business transacted at any meeting of the stockholders at which all of the stockholders are present, or the holding of which shall have consented to in writing or by telegraph shall be valid, though no previous notice of such meeting be given. ANNUAL STOCKHOLDERS' MEETINGS *Section 2. The Annual Meeting of the Stockholders shall be held each year at the office of the Company in the City of St. Paul, Minnesota, or at such other place as may be designated by the Board of Directors, in accordance with the Articles of Incorporation. At said meeting the stockholders shall elect a Board of Directors consisting of not less than five (5) nor more than twelve (12) members who shall hold office for one year or until their successors are elected and qualified. At such meeting there may be transacted any other business that may be brought before it. Should the annual election of directors not take place in any year on the day hereinbefore fixed therefor, for any reason whatever, such election may be held on such other day within six (6) months thereafter as may be appointed therefor by the Board of Directors, they giving notice thereof as in the case of the Annual Meeting. * Amended 12-21-84 -1- SPECIAL STOCKHOLDERS' MEETINGS Section 3. Special meetings of the stockholders may be held on call of the Board of Directors with notice of said meeting being given in the same manner as notice of an Annual Meeting. QUORUM AND ADJOURNMENTS Section 4. At all annual or special meetings of the stockholders, the holders of a majority of the outstanding shares of the capital stock, whether present in person or by proxy, shall constitute a quorum for the transaction of business, but less than a majority may adjourn from time to time or sine die. FORM OF PROXY Section 5. Any stockholder may be represented at any stockholders' meeting by written proxy or power of attorney signed by the stockholder, and filed with the Secretary of the Company at any time prior to the opening of the meeting. ARTICLE II. BOARD OF DIRECTORS AUTHORITY AND DUTIES OF DIRECTORS *Section 1. The Board of Directors shall have authority and responsibility for the general management of the corporation in all those matters which are not reserved for action by the stockholders. Without limiting the generality of the foregoing, the Board shall have specific authority: A. To call special meetings of the stockholders when they deem it necessary, in the manner provided in these Bylaws. B. To make rules and regulations not inconsistent with the law, the Articles of Incorporation or the Bylaws of the Company. C. To incur such indebtedness as may be deemed necessary and to authorize the execution by the appropriate officers, in the name of the Company, of any required evidence of such indebtedness. It shall be the duty of the Board of Directors, without limiting the generality of the forgoing: A. To cause to be kept a complete record of all its meetings and acts, and also all proceedings of the meetings of stockholders, and to cause to be presented a full statement at the regular meetings of the stockholders, showing in detail the assets and liabilities of the Company and generally the condition of its affairs. * Amended 12-21-84 -2- B. To require the Secretary and the Treasurer and their assistants to keep full and accurate books and accounts and to prescribe the form and mode of keeping such books. C. To cause to be issued to the stockholders certificates of stock in the proportion to their several interests, not to exceed in the aggregate the authorized capital stock of the Company. D. To cause the monies of the Company to be safely kept and to determine the method of signing Company checks and orders for transfer or withdrawal of the funds of this Company on deposit with any bank in whatever form. E. To reserve, allot, or set aside such a amount in excess of the reserve required by law to be held and maintained as shall, in their judgment, be for the best interests of the Company. F. To adopt and exercise such plans and systems of insurance as they may deem necessary for the best interests of the Company. REGULAR MEETINGS *Section 2. The Board of Directors shall meet from time to time without notice at such places within or without the State of Minnesota, and at such times and dates as the Board of Directors shall determine. ANNUAL MEETINGS Section 3. The Annual Meeting of the Board of Directors shall be held immediately following the annual stockholders' meeting, and no notice thereof shall be required. SPECIAL MEETINGS Section 4. Special meetings of the Board of Directors may be called by the Chairman, the President, or any two (2) directors on written request to the Secretary stating the object of the meeting. Notices of special meetings of the Board of Directors, stating the time, date, place and object of the meeting, shall be given to each director either in person or by telephone, or by telegraph or mail addressed to each director's last known address at least twenty-four (24) hours prior to the time of such meeting. WAIVER OF NOTICE OF SPECIAL MEETINGS Section 5. All business transacted at any special meeting at which all of the directors are either present, or to the holding of which they shall have consented in writing, or by telegraph, shall be valid, though no previous notice of such meeting be given. * Amended 12-21-84 -3- ACTION IN WRITING Section 6. Any action which may be taken by the Board of Directors or any committee thereof may be taken without a meeting if done in writing signed by all members of the Board of Directors or Committee. QUORUM Section 7. A majority of the full Board of Directors shall constitute a quorum for the transaction of business, but less than a majority may adjourn from time to time or sine die. In case of adjournment to a subsequent sate and hour, the Secretary shall give notice of the adjourned meeting in the manner provided by Section 4 of this Article. VACANCIES *Section 8. The Board of Directors shall have the power to elect successors to fill up to three(3) vacancies that may occur in their own body, such successors to serve until the next annual meeting of the stockholders. If more than three (3) vacancies occur during any year, the remaining directors may call a special meeting of stockholders to fill such additional vacancies or the remaining directors may continue to act so long as a quorum remains, but such directors, if less than a quorum, shall promptly call a special meeting of the stockholders to fill such additional vacancy or vacancies. ARTICLE III. OFFICERS ELECTION AND REMOVAL Section 1. The officer of the Company shall be elected to serve during the pleasure of the Board of Directors, except that the Chairman, if any, and the President shall be elected by the Board of Directors at its Annual Meeting to serve for one year and until the election and qualification of their successors; and the Board of Directors may at any time create additional offices and define the duties thereof, or, with or without cause, abolish offices and remove the incumbents therefrom. NUMBER *Section 2. The Board of Directors may elect a Chairman, an Executive Vice President and shall elect a President; one or more Vice Presidents; an Actuary, a General Counsel; a Secretary; a Treasurer; a Medical Director, and such additional officers as it may in its discretion determine. * Amended 12-21-84 -4- DUTIES OF CHAIRMAN *Section 3. CHAIRMAN. The Chairman shall be responsible for making recommendations concerning Company policy to the Board of Directors or the Executive Committee. He shall preside at meetings of stockholders and the Board of Directors. He shall be consulted on major policy decisions and shall act in an advisory capacity in connection with the business of the corporation, and shall perform such duties as may be specifically assigned to him by the Board of Directors. DUTIES OF PRESIDENT *Section 4. PRESIDENT. The President shall be the chief executive officer of the Company with general responsibility for the efficient, profitable management of the Company, and for designating the duties, powers and authority of all officers and employees of the Company. He shall be a member of the Executive Committee. He shall have the authority to delegate any of said duties as he may from time to time, in his discretion, determine. In the absence of the Chairman, the President shall assume his duties. In the event of the inability of the President to act, the Executive Vice President, if any, otherwise the Vice President with the greatest seniority in that office shall perform the duties and exercise the powers of the President until some person is appointed by the Board of Directors or the Executive Committee. DUTIES OF EXECUTIVE VICE PRESIDENT *Section 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if one is elected, shall assist the President, shall assume the President's duties in his absence, and shall have specific accountability for the quality of performance in those areas of the Company's operations which the President shall determine. He shall have such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF VICE PRESIDENTS Section 6. VICE PRESIDENTS. The Vice Presidents, one or more of whom may be elected in the discretion of the Board of Directors, shall have such duties as the Board of Directors or the President shall prescribe. DUTIES OF SECRETARY Section 7. SECRETARY. The Secretary shall take charge of and affix the seal of the Company to all certificates of stock. He shall be present at all meetings of the stockholders and of the Board of Directors, shall attend meetings of the Executive Committee and other committees as requested, and shall keep a true and accurate record of all meetings in books provided for that purpose. He shall be the custodian of all the official corporate papers of the Company except those of a financial nature. In the absence of the Secretary, an Assistant Secretary shall be appointed by the President to execute the foregoing duties. He shall perform such other assignments as may be made by the Board of Directors or the President. * Amended 12-21-84 -5- DUTIES OF THE TREASURER Section 8. TREASURER. The Treasurer shall be accountable, jointly with such other officer or officers as may be designated by the Board of Directors, for the safekeeping of all monies and securities of the company, consistent with the rules adopted by the board of Directors therefor. He shall keep a complete record of all investments, mortgages and securities and shall attend to the collection of payments and interest due thereon. It shall be his responsibility to keep the Company's monies deposited in the name of the Company unless the Board of Directors shall direct otherwise, and to control the amount of bank balances in each depository of the Company, and he shall have such other responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF ACTUARY Section 9. ACTUARY. The Actuary shall supervise and be responsible for the routine duties of the Actuarial Department and shall have the general duties of supervision and management usually vested in the office of Actuary for a life insurance company and such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF GENERAL COUNSEL Section 10. GENERAL COUNSEL. The General Counsel shall be accountable for providing representation for the Company in all litigation, for promoting legality of the Company's operations by providing legal advice to the Company, its directors, officers and employees upon all matters pertaining to Company affairs, and for conducting such reviews and investigations as may be needed to measure and assure compliance. He shall have such additional responsibilities as may be assigned by the Board of Directors or the President. DUTIES OF MEDICAL DIRECTOR Section 11. MEDICAL DIRECTOR. The Medical Director, if one is elected, shall be accountable for providing quality medical evaluations and advice to aid in the underwriting of risks and settlement of claims, for the qualification and appointment of local medical examiners as required, for advising the officers and directors of the Company on medical matters, and for such additional assignments as may be made by the Board of Directors or the President. DUTIES OF OTHER OFFICERS Section 12. OTHER OFFICERS. The Other Officers, who may be elected in such manner and with such titles as the Board if Directors may in its discretion determine, shall have such duties as the Board of Directors or the President shall prescribe. -6- ARTICLE IV. CAPITAL STOCK CERTIFICATES Section 1. The certificates of capital stock of the Company shall be numbered in progression, and they shall exhibit the name or names of the person or persons owning the shares represented thereby, the number of shares for which they are issued, the name of the state in which the Company is organized, the name of Company, and shall be signed by the President or a Vice President and the Secretary or and Assistant Secretary under the corporate seal of the Company. TRANSFER Section 2. Shares of capital stock of the Company may be transferred at any time by the holder or by an attorney legally constituted or by a legal representative of the holder. No transfer shall be valid except between the parties thereto until entered in proper form on the books of the Company. Surrendered certificates shall be canceled by the Secretary and shall be placed in the certificate book opposite the memorandum of the issue of that certificate before a new certificate shall be issued in lieu thereof. ARTICLE V. COMMITTEES EXECUTIVE COMMITTEE Section 1. There shall be an Executive Committee consisting of three or more Directors, including the President, to be elected annually by the Board of Directors. The Executive Committee shall be responsible for officers' salary administration and shall have and exercise the authority of the Board of Directors in the management of the business of the Company in the interval between meetings of the Board of Directors, provided, however, that the Executive Committee shall not have the power to declare a dividend or to cause to be issued any of the Company's authorized but unissued stock. The Executive Committee may meet upon the call of the President or any two members and a majority of the Committee shall constitute a quorum. Any action which may be taken by the committee may be taken without a meeting if done in writing signed by each member of the Committee. Actions of the Executive Committee shall be recorded by the Secretary and reported to the Board of Directors at its next meeting. OTHER COMMITTEES Section 2. Additional standing committees may be created as desired or required for specific purposes at any time by action of the Board of Directors. -7- ARTICLE VI. CORPORATE ACTIONS DIVIDENDS Section 1. The Board of Directors may declare dividends on the stock issued and outstanding from any source as permitted by the laws of Minnesota. LOANING COMPANY'S MONEYS Section 2. The Company shall not loan any of its funds to any officer, Director or member of any committee passing on investments. BORROWING MONEY Section 3. The Board of Directors may authorize its officers to negotiate and borrow money with such limitations as the Board of Directors may from time to time determine, and within such limitations, such duly authorized officers may execute, in the name of the Company, its bonds, notes or other suitable obligation therefore; and to secure the payment thereof, may mortgage its income, rights or property, whether real, personal or both. DEPOSITORIES Section 4. All moneys, checks and evidences of money received by or belonging to this Company shall be deposited to the credit of the company in such banks or trust companies as may designated pursuant to authority of the Board of Directors. ARTICLE VII. MISCELLANEOUS FISCAL YEAR Section 1. The fiscal year of the Company shall end at December 31 of each year. CORPORATE SEAL Section 2. The corporate seal of this Company shall be a circular die, around the edge of which shall appear the word, "Golden American Life Insurance Company," and in the center of which shall appear the words "Corporate Seal." NOMINEES Section 3. The Board of Directors may by resolution, if permitted under the applicable laws of the State of Minnesota, authorize the establishment or designation of a nominee or nominees for the purpose of registering securities owned by the Company in the name of such nominee or nominees rather than in the Company's name. Upon such establishment or designating shares of stock and other securities owned by this Company may be registered in the name of such nominee or nominees. -8- OFFICERS' AND EMPLOYEES' BONDS Section 4. The officers and the employees of the Company shall furnish bonds for the faithful performance of their duties when so required, and in the form as from time to time may be determined by the Board of Directors. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 6. The Company shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. The Company may also, to the extent permitted by law, indemnify any other person who is or was serving the Company in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. The Company may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provisions in the above paragraphs, against any such liability to the extent permitted by law. VOTING STOCK Section 6. The President or the Treasurer, or a proxy appointed by either of them, unless some other person or persons shall be appointed by the Board of Directors, may vote shares in another corporation owned by the Company. EXECUTION OF DOCUMENTS Section 7. All contracts, including policies of insurance issued by the Company, shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. Both signatures may be facsimile, engraved or printed if the contract is countersigned by a duly authorized registrar, agent, officer or employee designated by the Board of Directors for such purpose. The President, a Vice President or the Treasurer shall execute the transfer and assignment of any and all securities owned by the Company. AMENDMENTS Section 8. These Bylaws may be amended by a majority vote of the stockholders at their Annual Meeting, or at any other meeting called for that purpose. -9- I, David C. Storlie, Secretary of the Golden American Life Insurance Company of St. Paul, Minnesota, do hereby certify that the foregoing Bylaws are a true and correct copy of the Bylaws as of January 4, 1988. GOLDEN AMERICAN LIFE INSURANCE COMPANY /s/ David C. Storlie -------------------- Dated: January 4, 1988 St. Paul, Minnesota Subscribed and sworn to before me this 4th day of January, 1988. /s/ Joanne F. Humpal - -------------------- Notary Public [GRAPHIC NOTARY STAMP: "Joanne F. Humpal Notary Public, Ramsey County, Minn. MY COMMISSION EXPIRES December 30, 1989."] EX-99.B6BIII 20 CERT OF AMEND OF BY-LAWS OF MB VARIABLE EXHIBIT 6(b)(iii) CERTIFICATE OF AMENDMENT OF THE BYLAWS OF MB VARIABLE LIFE INSURANCE COMPANY We, the undersigned officers of MB Variable Life Insurance Company, a corporation subject to the provisions of Chapter 300 of the Minnesota Statues, do hereby certify that resolutions as hereinafter set forth were adopted as of the 13th day of April, 1992, by written authorization of the sole stockholder: VOTED: That the Bylaws of the Corporation be amended to be know as "Bylaws of Golden American Life Insurance Company" and that Article VII. Section 2. of the Bylaws be amended as follows: "Section 2. The corporate seal of this Company shall be a circular die, around the edge of which shall appear the words, `Golden American Life Insurance Company', and in the center of which shall appear the words `Corporate Seal'." VOTED: That Article I. Section 2. of the Bylaws be amended to read as follows: "Section 2. The Annual Meeting of the Stockholders shall be held each year at the office of the Company in the City of Minneapolis, Minnesota, or at such place as may be designated by the Board of Directors, in accordance with the Articles of Incorporation. At said meeting the stockholders hall elect a Board of Directors consisting of not less than three (3) nor more than twelve (12) members which shall hold office for one year or until their successors are elected and qualified. At such meeting there may be transacted any other business that may be brought before it. Should the annual election of directors not take place in any year on the day hereinbefore fixed therefor, for any reason whatever, such election may be held on such other day within six (6) months thereafter as may be appointed therefor by the Board of Directors, they giving notice thereof as in the case of the Annual Meeting." VOTED: That the directors and officers of the Corporation be, and they hereby are, authorized to do and cause to be done all things in their judgment necessary or advisable to effect the amendment of the Bylaws of the Corporation. The undersigned, Fred H. Davidson and Bernard R. Beckerlegge, the President and Secretary, respectively, of MB Variable Life Insurance Company, do hereby certify that the foregoing Certificate of Amendment of the Bylaws of MB Variable Life Insurance Company is a true and correct copy of the Resolution of The Mutual Benefit Life Insurance Company in Rehabilitation, the sole stockholder of MB Variable Life Insurance Company as of this 16 day of April, 1992. /s/ Fred H. Davidson ----------------------------- Fred H. Davidson, President /s/ Bernard R. Beckerlegge ----------------------------- Bernard R. Beckerlegge, Secretary MB VARIABLE LIFE INSURANCE COMPANY The foregoing amendment to the Bylaws is hereby approved this ____ day of April, 1992. ----------------------------- The _____ Bylaws _____________________________ __ 24th day of April, 1992, /s/ Bert J. McKay _____ EX-99.B6BIV 21 BY-LAWS OF GALIC AS AMENDED 12/23/93 EXHIBIT (6)(b)(iv) STATE OF DELAWARE [GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.] DEPARTMENT OF INSURANCE DOVER, DELAWARE -------[GRAPHIC OF DIAMOND SYMBOL]------- I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT the attached By-Laws (as amended December 21, 1993) of the GOLDEN AMERICAN LIFE INSURANCE COMPANY, is a true and correct copy of the document on file with this Department. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED THE OFFICIAL SEAL OF THIS DEPARTMENT AT THE CITY OF DOVER, THIS 7TH DAY OF JANUARY, 1994, /S/ DONNA LEE H. WILLIAMS -------------------------------------- Insurance Commissioner -------------------------------------- Deputy Insurance Commissioner GOLDEN AMERICAN LIFE INSURANCE COMPANY -------------------------------------- CERTIFICATION The undersigned deposes and says that he is the Secretary and General Counsel for Golden American Life Insurance Company; that he is familiar with the By-Laws of Golden American Life Insurance Company and the contents thereof; that the attached copy of the By-Laws is a true and accurate copy duly adopted by Golden American's Board of Directors. /s/ Bernard R. Beckerlegge -------------------------- Bernard R. Beckerlegge Secretary and General Counsel January 11, 1994 (AS AMENDED 12/21/93) BY-LAWS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY ARTICLE I STOCKHOLDERS Section 1.1. ANNUAL MEETINGS. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. Section 1.2. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons. Section 1.3. NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these by-laws, the written notice of any meetings shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Section 1.4. ADJOURNMENTS. Any meetings of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meetings at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5. QUORUM. Except as otherwise provided by law, the certificate of incorporation or these by-laws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these by-laws until -1- a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Section 1.6. ORGANIZATION. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. Section 1.7. VOTING: PROXIES. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these by-laws, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock which are present in person or by proxy and entitled to vote thereon. Section 1.8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the -2- case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date of determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when nor prior action of the Board of Directors is required by law, shall be the first date ion which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determine stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 1.9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. Section 1.10. ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate -3- action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 1.11. INSPECTORS OF ELECTION. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock the corporation outstanding and the voting power of each share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors' count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. Section 1.12. CONDUCT OF MEETINGS. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to so all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitations, the following: (i) the establishment of an agenda or order of business of the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comment by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. -4- ARTICLE II BOARD OF DIRECTORS Section 2.1. NUMBER: QUALIFICATIONS. The Board of Directors shall consist of not less than three (3) or more than twelve (12) members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Section 2.2. ELECTION: RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall initially consist of the persons who were directors of the corporation at the time of its redomestication to the State of Delaware, and each such director shall hold office until the first annual meeting of stockholders after such redomestication or until his successor is elected and qualified. At each annual meeting of stockholders thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining member of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. Section 2.3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. Section 2.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting. Section 2.5. TELEPHONIC MEETINGS PERMITTED. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.6. QUORUM: VOTE REQUIRED FOR ACTION. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these by-laws or applicable law otherwise provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.7. ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in -5- their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.8. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES Section 3.1. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Section 3.2. COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by- laws. ARTICLE IV OFFICERS Section 4.1. EXECUTIVE OFFICER: ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation -6- or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 4.2. POWERS AND DUTIES OF EXECUTIVE OFFICERS. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V STOCK Section 5.1. CERTIFICATES. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, of the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES: ISSUANCE OF NEW CERTIFICATES. The corporation may issue a new certificate of stock in he place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION Section 6.1. RIGHT TO INDEMNIFICATION. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, or a person for whom he is the -7- legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (an "indemnitee"), against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such indemnitee. The corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors of the corporation. Section 6.2. PREPAYMENT OF EXPENSES. The corporation shall pay the expenses (including attorney's fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 6.3. CLAIMS. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor by the indemnitee has been received by the corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. In any such action the corporation shall have the burden of proving that the indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law. Section 6.4. NONEXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.5. OTHER INDEMNIFICATION. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6.6. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VII MISCELLANEOUS Section 7.1. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. -8- Section 7.2. SEAL. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. Section 7.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. Section 7.4. INTERESTED DIRECTORS: QUORUM. No contract or transaction between the corporation and one or more of its directors or office, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are know to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are know to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Section 7.5. FORM OF RECORDS. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. Section 7.6. AMENDMENT OF BY-LAWS. The by-laws may be altered or repealed, and new by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by them or otherwise. -9- EX-99.B6C 22 RESOLUTION FOR POWER OF ATTORNEY EXHIBIT (6)(c) RESOLVED, the Board of Directors of Golden American Life Insurance Company ("Golden American") hereby authorizes the use of powers of attorney by each Golden American Director and Officer granting to the General Counsel or any Associate General Counsel the authority to sign as attorney-in-fact any and all of Golden American's registration statements to be filed with the Security and Exchange Commission and amendments thereto and any other documents necessary or advisable in connection with Golden American's registration statements or amendments thereto, each such power of attorney becoming effective only upon its manual signature by the Director and/or Officer granting said power of attorney. EX-99.B8A 23 PART AGREEMENT WITH PIMCO EXHIBIT (8)(a) PARTICIPATION AGREEMENT AMONG GOLDEN AMERICAN LIFE INSURANCE COMPANY, PIMCO VARIABLE INSURANCE TRUST, AND PIMCO FUNDS DISTRIBUTORS LLC THIS AGREEMENT, dated as of the 1st day of May, 1998 by and among Golden American Life Insurance Company, (the "Company"), a Delaware life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the "Account"), PIMCO Variable Insurance Trust (the "Fund"), a Delaware business trust, and PIMCO Funds Distributors LLC (the "Underwriter"), a Delaware limited liability company. WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Fund and Underwriter ("Participating Insurance Companies"); WHEREAS, the shares of beneficial interest of the Fund are divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (the "SEC") granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Mixed and Shared Funding Exemptive Order"); WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, Pacific Investment Management Company (the "Adviser"), which serves as investment adviser to the Fund, is duly registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended; WHEREAS, the Company has issued or will issue certain variable life insurance and/or variable annuity contracts supported wholly or partially by the Account (the "Contracts"), and said Contracts are listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement; WHEREAS, the Account is duly established and maintained as a segregated asset account, duly established by the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts; WHEREAS, the Underwriter, which serves as distributor to the Fund, is registered as a broker dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the "Designated Portfolios") on behalf of the Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to the Account at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows: ARTICLE I. Sale of Fund Shares 1. This text is hidden, do not remove. 1.1. The Fund has granted to the Underwriter exclusive authority to distribute the Fund's shares, and has agreed to instruct, and has so instructed, the Underwriter to make available to the Company for purchase on behalf of the Account Fund shares of those Designated Portfolios selected by the Underwriter. Pursuant to such authority and instructions, and subject to Article X hereof, the Underwriter agrees to make available to the Company for purchase on behalf of the Account, shares of those Designated Portfolios listed on Schedule A to this Agreement, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Fund series (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Underwriter may so provide, and (ii) the Board of Trustees of the Fund (the "Board") may suspend or terminate the offering of Fund shares of any Designated Portfolio or class thereof, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary in the best interests of the shareholders of such Designated Portfolio. 1.2. The Fund shall redeem, at the Company's request, any full or fractional Designated Portfolio shares held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 10.3 of this Agreement, and (ii) the Fund may delay redemption of Fund shares of any Designated Portfolio to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder. 1.3. Purchase and Redemption Procedures (a) The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receiving purchase and redemption requests on behalf of the Account (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Designated Portfolios made available hereunder, based on allocations of amounts to the Account or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Account. Receipt of any such request (or relevant transactional information therefor) on any day the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC (a "Business Day") by the Company as such limited agent of the Fund prior to the time that the Fund ordinarily calculates its net asset value as described from time to time in the Fund Prospectus (which as of the date of execution of this Agreement is 4:00 p.m. Eastern Time) shall constitute receipt by the Fund on that same Business Day, provided that the Fund receives notice of such request by 9:30 a.m. Eastern Time on the next following Business Day. (b) The Company shall pay for shares of each Designated Portfolio on the same day that it notifies the Fund of a purchase request for such shares. Payment for Designated Portfolio shares shall be made in federal funds transmitted to the Fund by wire to be received by the Fund by 4:00 p.m. Eastern Time on the day the Fund is notified of the purchase request for Designated Portfolio shares (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Designated Portfolios effected pursuant to redemption requests tendered by the Company on behalf of the Account). If federal funds are not received on time, such funds will be invested, and Designated Portfolio shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Fund's request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowing or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. (c) Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made in federal funds transmitted by wire to the Company or any other designated person on the next Business Day after the Fund is properly notified of the redemption order of such shares (unless redemption proceeds are to be applied to the purchase of shares of other Designated Portfolio in accordance with Section 1.3(b) of this Agreement), except that the Fund reserves the right to redeem Designated Portfolio shares in assets other than cash and to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and any Rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company, the Company alone shall be responsible for such action. (d) Any purchase or redemption request for Designated Portfolio shares held or to be held in the Company's general account shall be effected at the net asset value per share next determined after the Fund's receipt of such request, provided that, in the case of a purchase request, payment for Fund shares so requested is received by the Fund in federal funds prior to close of business for determination of such value, as defined from time to time in the Fund Prospectus. 1.4. The Fund shall use its best efforts to make the net asset value per share for each Designated Portfolio available to the Company by 6:30 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Designated Portfolio is calculated, and shall calculate such net asset value in accordance with the Fund's Prospectus. Neither the Fund, any Designated Portfolio, the Underwriter, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company or any other Participating Insurance Company to the Fund or the Underwriter. 1.5. The Fund shall furnish notice (by wire or telephone followed by written confirmation) to the Company as soon as reasonably practicable of any income dividends or capital gain distributions payable on any Designated Portfolio shares. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall notify the Company promptly of the number of Designated Portfolio shares so issued as payment of such dividends and distributions. 1.6. Issuance and transfer of Fund shares shall be by book entry only. Stock certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Account or the appropriate subaccount of the Account. 1.7. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund's shares may be sold to other insurance companies (subject to Section 1.8 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to Article X, the Company shall promote the Designated Portfolios on the same basis as other funding vehicles available under the Contracts. Funding vehicles other than those listed on Schedule A to this Agreement may be available for the investment of the cash value of the Contracts, provided, however, (i) any such vehicle or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of the Designated Portfolios available hereunder; (ii) the Company gives the Fund and the Underwriter 45 days written notice of its intention to make such other investment vehicle available as a funding vehicle for the Contracts; and (iii) unless such other investment company was available as a Funding vehicle for the Contracts prior to the date of this Agreement and the Company has so informed the Fund and the Underwriter prior to their signing this Agreement, the Fund or Underwriter consents in writing to the use of such other vehicle, such consent not to be unreasonably withheld. (a) This text is hidden, do not remove. (b) The Company shall not, without prior notice to the Underwriter (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act. (c) The Company shall not, without prior notice to the Underwriter (unless otherwise required by applicable law), induce Contract owners to change or modify the Fund or change the Fund's distributor or investment adviser. (d) The Company shall not, without prior notice to the Fund, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board of Trustees of the Fund. 1.8. The Underwriter and the Fund shall sell Fund shares only to Participating Insurance Companies and their separate accounts and to persons or plans ("Qualified Persons") that communicate to the Underwriter and the Fund that they qualify to purchase shares of the Fund under Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder without impairing the ability of the Account to consider the portfolio investments of the Fund as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h). The Underwriter and the Fund shall not sell Fund shares to any insurance company or separate account unless an agreement complying with Article VI of this Agreement is in effect to govern such sales, to the extent required. The Company hereby represents and warrants that it and the Account are Qualified Persons. The Fund reserves the right to cease offering shares of any Designated Portfolio in the discretion of the Fund. ARTICLE II. Representations and Warranties 2. This text is hidden, do not remove. 2.1. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state securities and insurance laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under [insert state] insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act. The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states only if and to the extent deemed advisable by the Company. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with applicable state and federal securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 2.3. The Fund may make payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act. Prior to financing distribution expenses pursuant to Rule 12b-1, the Fund will have the Board, a majority of whom are not interested persons of the Fund, formulate and approve a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses. 2.4. The Fund makes no representations as to whether any aspect of its operations, including, but not limited to, investment policies, fees and expenses, complies with the insurance and other applicable laws of the various states. 2.5. The Fund represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act. 2.6. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with any applicable state and federal securities laws. 2.7. The Fund and the Underwriter represent and warrant that all of their trustees/directors, officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.8. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements; Voting 3. This text is hidden, do not remove. 3.1. The Underwriter shall provide the Company with as many copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule A) or, to the extent permitted, the Fund's profiles as the Company may reasonably request. The Company shall bear the expense of printing copies of the current prospectus and profiles for the Contracts that will be distributed to existing Contract owners, and the Company shall bear the expense of printing copies of the Fund's prospectus and profiles that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof, the Fund shall provide such documentation (including a final copy of the new prospectus on diskette at the Fund's expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus or profile printed together in one document (such printing to be at the Company's expense). 3.2. The Fund's prospectus shall state that the current Statement of Additional Information ("SAI") for the Fund is available, and the Underwriter (or the Fund), at its expense, shall provide a reasonable number of copies of such SAI free of charge to the Company for itself and for any owner of a Contract who requests such SAI. 3.3. The Fund shall provide the Company with information regarding the Fund's expenses, which information may include a table of fees and related narrative disclosure. for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund. 3.4. The Fund, at its expense, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.5. The Company shall: (i) solicit voting instructions from Contract owners; (ii) vote the Fund shares in accordance with instructions received from Contract owners; and (iii) vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such portfolio for which instructions have been received, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company will vote Fund shares held in any segregated asset account in the same proportion as Fund shares of such portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. 3.6. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing. ARTICLE IV. Sales Material and Information 4. This text is hidden, do not remove. 4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company develops and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is named, and no such material shall be used if the Fund or its designee so object. 4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or the Adviser or the Underwriter in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund and the Underwriter, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects. 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, promptly after the filing of such document(s) with the SEC or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Underwriter any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolio. 4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Fund's registration statement, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. 4.8. For purposes of this Article IV, the phrase "sales literature and other promotional materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund. ARTICLE V. Fees and Expenses 5. This text is hidden, do not remove. 5.1. The Fund and the Underwriter shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Fund or Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing, and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter, or other resources available to the Underwriter. Currently, no such payments are contemplated. 5.2. All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Fund's shares, preparation and filing of the Fund's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Fund's shares. 5.3. The Company shall bear the expenses of distributing the Fund's prospectus to owners of Contracts issued by the Company and of distributing the Fund's proxy materials and reports to such Contract owners. ARTICLE VI. Diversification and Qualification 6. This text is hidden, do not remove. 6.1. The Fund will invest its assets in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a "modified endowment contract" as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. ARTICLE VII. Potential Conflicts 7. This text is hidden, do not remove. The following provisions shall apply only upon issuance of the Mixed and Shared Funding Order and the sale of shares of the Fund to variable life insurance separate accounts, and then only to the extent required under the 1940 Act. 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Board, or a majority of its disinterested members, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the Account's investment in the Fund and terminate this Agreement with respect to each Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent the Mixed and Shared Funding Exemption Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification 8. This text is hidden, do not remove. 8.1. Indemnification By the Company 8.1(a). The Company agrees to indemnify and hold harmless the Fund and the Underwriter and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Underwriter within the meaning of Section 15 of the 1933 Act or who is under common control with the Underwriter (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company's authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; (vi) as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of its obligations or duties under this Agreement. 8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund. 8.2. Indemnification by the Underwriter 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund or the Underwriter; or (iv) arise as a result of any failure by the Fund or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable. 8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account. 8.3. Indemnification By the Fund 8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. 8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Underwriter or the Account, whichever is applicable. 8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3(d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund. ARTICLE IX. Applicable Law 9. This text is hidden, do not remove. 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of California. 9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then Article VII shall no longer apply. ARTICLE X. Termination 10. This text is hidden, do not remove. 10.1. This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party, for any reason with respect to some or all Designated Portfolios, by three (3) months advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter based upon the Company's determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter in the event any of the Designated Portfolio's shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or (d) termination by the Fund or Underwriter in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund's shares; provided, however, that the Fund or Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or (e) termination by the Company in the event that formal administrative proceedings are instituted against the Fund or Underwriter by the NASD, the SEC, or any state securities or insurance department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Underwriter to perform its obligations under this Agreement; or (f) termination by the Company by written notice to the Fund and the Underwriter with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that such Portfolio may fail to so qualify or comply; or (g) termination by the Fund or Underwriter by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Article VI hereof; or (h) termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or (i) termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund, Adviser, or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (j) termination by the Fund or the Underwriter by written notice to the Company, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.7(a)(ii) hereof and at the time such notice was given there was no notice of termination outstanding under any other provision of this Agreement; provided, however, any termination under this Section 10.1(j) shall be effective forty-five days after the notice specified in Section 1.7(a)(ii) was given; or (k) termination by the Company upon any substitution of the shares of another investment company or series thereof for shares of a Designated Portfolio of the Fund in accordance with the terms of the Contracts, provided that the Company has given at least 45 days prior written notice to the Fund and Underwriter of the date of substitution; or (l) termination by any party in the event that the Fund's Board of Trustees determines that a material irreconcilable conflict exists as provided in Article VII. 10.2. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"), unless the Underwriter requests that the Company seek an order pursuant to Section 26(b) of the 1940 Act to permit the substitution of other securities for the shares of the Designated Portfolios. The Underwriter agrees to split the cost of seeking such an order, and the Company agrees that it shall reasonably cooperate with the Underwriter and seek such an order upon request. Specifically, the owners of the Existing Contracts may be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts (subject to any such election by the Underwriter). The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement. The parties further agree that this Section 10.2 shall not apply to any terminations under Section 10.1(g) of this Agreement. 10.3. The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"), (iii) upon 45 days prior written notice to the Fund and Underwriter, as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as permitted under the terms of the Contract. Upon request, the Company will promptly furnish to the Fund and the Underwriter reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contacts, the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 45 days notice of its intention to do so. 10.4. Notwithstanding any termination of this Agreement, each party's obligation under Article VIII to indemnify the other parties shall survive. ARTICLE XI. Notices 11. This text is hidden, do not remove. Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Fund: PIMCO Variable Insurance Trust 840 Newport Center Drive, Suite 360 Newport Beach, CA 92660 If to the Company: If to Underwriter: PIMCO Funds Distributors LLC 2187 Atlantic Street Stamford, CT 06902 ARTICLE XII. Miscellaneous 12. This text is hidden, do not remove. 12.1. All persons dealing with the Fund must look solely to the property of the Fund, and in the case of a series company, the respective Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any claims against the Fund. The parties agree that neither the Board, officers, agents or shareholders of the Fund assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund. 12.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information has come into the public domain. 12.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the [insert state] Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable annuity operations of the Company are being conducted in a manner consistent with the [insert state] variable annuity laws and regulations and any other applicable law or regulations. 12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto. 12.9. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports: (a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles) filed with any state or federal regulatory body or otherwise made available to the public, as soon as practicable and in any event within 90 days after the end of each fiscal year; and (b) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulatory, as soon as practicable after the filing thereof. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. GOLDEN AMERICAN LIFE INSURANCE COMPANY By its authorized officer By:/s/Barnett Chernow --------------------------- Barnett Chernow Title: President ------------------------ Date: May 1, 1998 ------------------------ PIMCO VARIABLE INSURANCE TRUST By its authorized officer By:/s/ Brent R. Harris --------------------------- Title: Chairman ------------------------ Date: May 1, 1998 ------------------------ PIMCO FUNDS DISTRIBUTORS LLC By its authorized officer By:/s/ Newton Schott --------------------------- Title: Executive Vice President ------------------------ Date: May 1, 1998 ------------------------ 8194921.doc EX-99.B8D 24 ASSET MANAG AGREE BTW GALIC AND ING EXHIBIT (8)(d) ASSET MANAGEMENT AGREEMENT THIS ASSET MANAGEMENT AGREEMENT (the "Agreement"), dated January 20, 1998, and effective as of the date specified in Section 17 hereof, is by and between GOLDEN AMERICAN LIFE INSURANCE COMPANY, a Delaware corporation (the "Client"), and ING INVESTMENT MANAGEMENT LLC, a Delaware limited liability company ("ING-IM"). SECTION 1. APPOINTMENT OF ING-IM - The Client hereby appoints ING-IM to provide asset management services for the Client's general account (the "Account") under the terms and conditions set forth in this Agreement. ING- IM hereby accepts such appointment and agrees to provide such asset management services as are specified in EXHIBIT "A" attached hereto and incorporated herein by reference. SECTION 2. RECOMMENDATIONS - INVESTMENTS - ING-IM shall make recommendations to the Client relating to the direction and management of the investment and reinvestment of assets in the Account and any additions thereto. No cash or securities due to or held for the Account shall be paid or delivered to ING-IM except in payment of the fee payable to ING-IM under this Agreement. SECTION 3. DISCRETIONARY AUTHORITY - BROKERAGE - ING-IM shall have full and complete discretion to establish brokerage accounts in the name of the Client and execute transactions in securities markets in the name of the Client, pursuant to proper authorization from the Client, through one or more securities broker/dealer firms as ING-IM may select, including those which from time to time may furnish to ING-IM statistical and investment research information and other services. The Client accepts the Statement of Policy on Brokerage Practices which is attached to this Agreement as EXHIBIT "B" and incorporated herein by reference. This policy may be modified by ING-IM in consultation with the Client. SECTION 4. INVESTMENT OBJECTIVES - The investment objectives and guidelines for the Account will be communicated in writing by the Client from time to time. ING-IM will utilize these objectives in managing the Account. SECTION 5. ADMINISTRATIVE SERVICES - ING-IM will provide the Client with the following administrative services: preparation of Schedules B and D to the Client's annual statement; pricing of portfolios on a periodic basis as mutually agreed; mortgage loan servicing for both direct and mortgage banker- serviced loans; private placement securities servicing; coordination of purchases and sales at custodian bank; and coordination of securities lending by agent banks. SECTION 6. FEES - The Client will pay to ING-IM as full compensation for services rendered a quarterly fee based on the quarterly fees set for in EXHIBIT "C" attached hereto and incorporated herein by reference, as it may be amended in writing. If ING-IM shall serve for less than the whole of any quarterly period, its compensation determined as provided above shall be calculated and shall be payable on a pro rata basis for the period of the calendar quarter for which it has served as an adviser hereunder. SECTION 7. PROCEDURES - All transactions will be consummated by payment to, or delivery by, the Client, or such other party as the Client may designate in writing (the "Custodian") of all cash and/or securities due to or from the Account. ING-IM shall not act as custodian for the Account. The Client shall establish a procedure for transmitting approvals, directives and authorizations from the Client to ING-IM. Such procedures, once established, shall continue until modified, in whole or in part, by the Client. The Client retains the full right and authority to modify, amend, alter and repeal all such procedures in its sole discretion. ING-IM shall instruct all brokers or dealers executing orders on behalf of the Account to forward to the Client and/or the Custodian copies of all brokerage confirmations promptly after execution of transactions. The Client will instruct the Custodian, if any, to provide ING-IM with such periodic reports concerning the status of the Account as ING-IM may reasonably request. Unless otherwise notified in writing by Client, ING-IM shall be authorized to rely upon instruction received from the named Client representatives set forth in EXHIBIT "D" attached hereto and incorporated herein by reference. SECTION 8. PROXIES - ING-IM shall vote securities held in the Account in response to proxies solicited by the issuers of such securities in accordance with guidelines established by Client. ING-IM will provide such information with respect to such voting as the Client may reasonably request. SECTION 9. SERVICE TO OTHER CLIENTS - It is understood that ING-IM provides asset management services for other clients. It is further understood that ING-IM may take management action on behalf of such other clients which differs from management action taken on behalf of the Account. If the purchase or sale of securities for the Account and for one or more such other clients is considered at or about the same time, the transactions in such securities will be allocated among the several clients in a manner deemed equitable by ING-IM. SECTION 10. LIABILITY OF ING-IM - In rendering services under this Agreement, ING-IM will not be subject to any liability to the Client to any other party for any act or omission of ING-IM except as the result of ING- IM's gross negligence or willful misconduct. Nothing herein shall in any way constitute a waiver or limitation of any right of any person under applicable Federal or State law. SECTION 11. REPRESENTATIONS BY CLIENT - The Client hereby represents and warrants in favor of ING-IM as follows: (a) The Client has the power and authority (i) to enter into and execute this Agreement and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; (b) This Agreement has been duly authorized, validly executed and delivered by one or more authorized signatories of the Client, and this Agreement constitutes a legal, valid and binding obligation of the Client, enforceable against the Client in accordance with its terms; and (c) The execution and delivery of this Agreement and the Client's performance hereunder do not and will not be in contravention of or in conflict with the Client's charter documents or the provisions of any statute, judgment, order, indenture, instrument, agreement or undertaking to which the Client is a party or by which the Client's assets or properties are or may become bound. The Client has obtained all necessary consents and approvals of all regulatory and governmental authorities and agencies have jurisdiction over the Client for the Client to execute and deliver this Agreement and to perform hereunder. SECTION 12. FORM ADV PART II - The parties hereto acknowledge that, concurrently with the execution of this Agreement, ING-IM is furnishing to Client, for Client's review and inspection, a copy of Form ADV Part II most recently filed by ING-IM with the Securities and Exchange Commission. Upon Client's written or oral request, ING-IM shall provide to Client a copy of any future Form ADV Part II. SECTION 13. TERMINATION - This Agreement may be terminated by either party on the month-end next following receipt of written notice of termination. SECTION 14. NOTICE - Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed: To ING-IM: ING INVESTMENT MANAGEMENT LLC 5780 Powers Ferry Road, NW Suite 300 Atlanta, GA 30327-4349 To Client: GOLDEN AMERICAN LIFE INSURANCE COMPANY 1001 Jefferson Street Suite 400 Wilmington, DE 19801 SECTION 15. CONSTRUCTION OF AGREEMENT - This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Georgia. SECTION 16. ASSIGNMENT - This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns hereunder; provided, however, that ING-IM may not assign its rights and obligations under this Agreement unless and until it shall have first received the prior written consent of the Client. The above consent may be withheld for any reason, but if such consent is given, ING- IM's assignee shall be required to assume and agree to perform all the obligations of ING-IM hereunder and ING-IM shall remain fully liable for the full and faithful performance of all obligations arising prior to any such assignment. SECTION 17. EFFECTIVE DATE - Notwithstanding the date set forth in the first paragraph hereof, this Agreement shall be effective as of January 1, 1998. IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above. CLIENT: GOLDEN AMERICAN LIFE INSURANCE COMPANY By/s/ David L. Jacobson _________________________________ Title: Senior Vice President ________________________________ ING-IM: ING INVESTMENT MANAGEMENT LLC By/s/ Thomas J. Balachowski _________________________________ Title: President and CEO ________________________________ EXHIBIT "A" Asset Management Services _________________________ To the extent permitted by applicable law, ING-IM shall provide all asset management services for Client's Account, including the following: Private placement bonds and preferred stocks in an amount not to exceed the maximum established from time to time by Client's Investment Committee and communicated to ING-IM. Public Market Corporate and Government Bonds. Public Market Preferred Stocks. Common Stocks. Participating and Non-participating Mortgage Loans. Equity Real Estate. Mortgage Backed Securities and Collateralized Mortgage Obligations and derivatives thereof. Cash Management services, as required, in conjunction with Mortgage Loans, Equity Real Estate, and/or the servicing of same. Swap Transactions. "Cap", "Floors", "Puts", "Calls" and similar derivative transactions. EXHIBIT "B" STATEMENT OF POLICY ON BROKERAGE PRACTICES As of May 1, 1975, all national securities exchanges were prohibited from requiring their members to charge fixed rates of commissions on the execution of transactions. This prohibition resulted from the adoption by the Securities and Exchange Commission of Rule 19b-3 under the Securities and Exchange Act of 1934 and the subsequent passage by Congress of the Securities Acts Amendments to include Section 28(e) relating to the payment of brokerage commissions on specific securities transactions in excess of the commission which might be charged by another broker for the same transaction. The provisions of Section 28(e) are specifically incorporated herein by reference. In recognition of the regulatory changes, ING-IM has adopted this statement of policy with respect to commissions paid on portfolio transactions executed on behalf of our clients. It is the responsibility of individuals trading on behalf of our clients to carry out this statement of policy, including the fiduciary responsibility of negotiating for each agency transaction the amount of the brokerage commission. Essentially, this policy reaffirms the principle of seeking "best available price and most favorable execution" with respect to all portfolio transactions. This principle recognized that commissions on portfolio transactions must be negotiated and utilized for the ultimate benefit of our clients. Our brokerage commission policy is as follows: 1. We will continue to use our best efforts to obtain the best available price and most favorable execution with respect to all portfolio transactions executed on behalf of our clients. 2. "Best available price and most favorable execution" is defined to mean the execution of a particular investment decision at the price and commission which provides the most favorable total cost or proceeds reasonably obtainable under the circumstances. 3. In selecting a broker for each specific transactions, we will use our best judgment to choose the broker most capable of providing the brokerage services necessary to obtain best available price and most favorable execution. The full range and quality of brokerage services available will be considered in making these determinations. For example, brokers may be selected on the basis of the quality of such "brokerage services" related to the requirements of the specific transaction as the following: capable floor brokers or traders, competent block trading coverage, good communications, ability to position, retail distribution and underwriting, use of automation, research contacts, arbitrage skills, administrative ability, or provision of market information relating to the security. We will continue to make periodic evaluations of the quality of these brokerage services against our own standards of execution. Brokerage services will be obtained only from those firms which meet our standards, maintain a reasonable capital position, and can be expected to reliably and continuously supply these services. We will continue our endeavor to develop and maintain brokerage contacts and relationships in the interest of providing our clients with maximum liquidity. 4. We are not obliged to choose the broker offering the lowest available commission rate if, in our best judgment, there is a material risk that the total cost or proceeds from the transaction might be less favorable than obtainable elsewhere. We will make every effort to keep informed of rate structures offered by the brokerage community. In the selection of brokers, we will not solicit competitive bids or "shop" the order for a lower rate if this would, in our best judgment, be harmful to the execution process and not in the best interests of our clients. 5. In those instances where it is reasonably determined that more than one broker can offer the brokerage services needed to obtain the best available price and most favorable execution, consideration will be given to those brokers which supply research and other services in addition to execution services. Such services may include factual and statistical information or other items of supplementary research assistance. The individuals trading on behalf of our clients will be informed as to the broker/dealers who supply specific or general research assistance. However, we will not select an executing broker on the basis of research or other services unless such selection is otherwise consistent with best available price and most favorable execution. 6. In no event will we enter into agreements, expressed or implied, with broker/dealer wherein we would select a firm for execution as a means of remuneration for recommending us as an asset manager for prospective or present clients. However, portfolio transactions may be executed through broker/dealers who have made such a recommendation, if otherwise consistent with best price and most favorable execution. 7. In those instances where a client has expressed a preference for a particular broker, that broker will be selected only when the broker is reasonably determined in our best judgment, to be capable of providing the best available and most favorable execution. With the exception of clients subject to the provisions of The Employee Retirement Income Security Act of 1974 ("ERISA"), a client may direct us in writing to execute transactions with one or more specific brokers at such commission rate or rates as may be agreed to by the client and such brokers. With respect to clients subject to ERISA, we may accept clients' direction to execute transactions with one or more specific brokers upon written direction of the clients. Such written notice shall specify the services provided by the broker(s) to the clients, the amount of rate of commissions to be paid and the determination by the clients that such direction is consistent with the provisions of ERISA. EXHIBIT "C" ING INVESTMENT MANAGEMENT MANAGEMENT FEE SCHEDULE AS OF JANUARY 1, 1998 ING-IM will receive an annual fee (payable quarterly) from the Client calculated as follows: 0.25% of the value of the Managed Assets as of the preceding month end. "Managed Assets" shall mean the investment assets of the Client's general account, and certain assets in a non-unitized separate account established and maintained by Client to support certain annuity contracts, excluding policy loans of Client. Value of the Managed Assets for purposes of this Agreement shall be determined by the application of generally accepted accounting principles as applied as of the end of each quarter. EXHIBIT "D" Authorized Representatives of Client ____________________________________ Until otherwise notified in writing by Client, ING-IM shall be authorized to rely upon instruction received from the following name representatives of the Client: [Client to specify] EX-99.B8E 25 RECIP LOAN AGREE BTW GALIC AND ING EXHIBIT (8)(e) RECIPROCAL LOAN AGREEMENT This RECIPROCAL LOAN AGREEMENT (this "Agreement"), dated as of January 1, 1998, between Golden American Life Insurance Company, a Delaware corporation ("Golden American" or "Company"), located at 1001 Jefferson Street, Suite 400, Wilmington, Delaware 19801 and ING America Insurance Holdings, Inc., a Delaware corporation ("INGAIH" or "Company") located at 1105 North Market Street, Wilmington, Delaware 19809 (collectively referred to as the "Companies"). WITNESSETH: WHEREAS, each of the Companies may have, from time to time, a need to borrow funds on a revolving basis; and WHEREAS, each of the Companies may have, from time to time, excess cash available to lend to the other on a revolving basis; and WHEREAS, the Companies are affiliated entities and as such are willing to extend financing to, and borrow from each other as provided herein; and WHEREAS, each of the Companies desires to enter into this Agreement providing for, among other things, the making of such Loans by and among each other; NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companies agree as follows: ARTICLE 1 _________ DEFINITIONS ___________ SECTION 1.1.DEFINED TERMS. For purposes of this Agreement: "Agreement" shall have the meaning set forth in the preamble hereto. "Authorized Person" shall mean the CFO, Treasurer, Treasury Officer, or Treasury Manager of the Borrowing Company, or a person so designated. "Borrowing Company" shall mean each of the Companies to which a Loan is outstanding or is to be made pursuant to a Request for Borrowing. "Business Day" shall mean a day on which U.S. financial markets are open for the transaction of business required for this Agreement. "Companies" shall have the meaning set forth in the preamble hereto. "Company" shall have the meaning set forth in the preamble hereto. "Default" shall mean any of the events specified in Section 6.1, regardless of whether there shall have occurred any passage of time or giving of notice, or both, that would be necessary in order to constitute such an Event of Default. "Event of Default" shall mean any of the events specified in Section 6.1. "Golden American" shall have the meaning set forth in the preamble hereto. "INGAIH" shall have the meaning set forth in the preamble hereto. "Interest Period" shall mean the number of days or months that a particular interest rate applies to a particular Loan advanced hereunder. "Lending Company" shall mean each of the Companies that has made, or is obligated to make, in accordance with a Request for Borrowing one or more Loans hereunder. "Loans" shall mean the amounts advanced by a Lending Company to a Borrowing Company under this Agreement. "Notice of Borrowing" shall have the meaning set forth in Section 2.2(b) of this Agreement. "Obligations" shall mean all payment and performance obligations of every kind, nature and description of each Borrowing Company to the Lending Company, or either of them, under this Agreement (including any interest, fees and other charges on the Loans or otherwise), whether such obligations are direct or indirect, absolute or contingent, due or not due, contractual or tortuous, liquidated or unliquidated, arising by operation of law or otherwise, now existing or hereafter arising. "Regional Treasury Office" ("RTO") shall mean the Treasurer's office of ING North America Insurance Corporation. "Request for Borrowing" shall have the meaning set forth in Section 2.2(a) of this Agreement. "Revolving Loan Commitment" shall mean the maximum outstanding amount to be funded by the Lending Company to the Borrowing Company. The aggregate sum which the Lending Company may loan to the Borrowing Company under this Agreement shall not exceed $40,000,000. "Termination Date" shall mean December 31, 2007, or such earlier date as payment of the Obligations shall be due (whether by acceleration or otherwise). SECTION 1.2. TERMINOLOGY. Each definition of a document in this Article 1 shall include such document as amended, modified, or supplemented from time to time, and, except where the context otherwise requires, definitions imparting the singular shall include the plural and visa versa. Except where specifically restricted, reference to a party shall include that party and its successors and assigns. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, shall include all other genders. Titles of articles and sections in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to articles, sections, subsections, paragraphs, clauses, subclauses or exhibits shall refer to the corresponding article, section, subsection, paragraph, clause, subclause of, or exhibit attached to, this Agreement, unless otherwise provided. SECTION 1.3. ACCOUNTING TERMS. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles consistently applied. ARTICLE 2 _________ TERMS OF THE LOANS __________________ SECTION 2.1. REVOLVING CREDIT. (a) Subject to and upon the terms and conditions set forth in this Agreement, each Lending Company agrees to advance to the Borrowing Company, from time to time prior to the Termination Date, Loans advanced under the Revolving Loan Commitment shall be repaid in accordance with Section 2.4 and may be reborrowed from time to time on a revolving basis. (b) Each Borrowing Company's obligation to pay to the Lending Company the principal of and interest on the Loans shall be evidenced by the records of the RTO in lieu of a promissory note or notes. SECTION 2.2. NOTICE AND MANNER OF BORROWING. (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day. (b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile. (c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT). (d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon. (e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof. (f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment. SECTION 2.3. INTEREST. (a) The Borrowing Company agrees to pay interest in respect of all unpaid principal amounts of the Loans from the respective dates such principal amounts were advanced until the respective dates such principal amounts are repaid at a rate per annum as determined by the RTO and agreed upon by the Companies pursuant to Section 2.2(b) of this Agreement. Golden American shall pay interest on each Loan at a per annum rate which is based on the cost of funds of INGAIH for the interest period for such Loan plus .15%. INGAIH shall pay interest on each Loan at a per annum rate which is based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. The interest rate shall be determined by the RTO in accordance with its usual practices. (b) Overdue principal and, to the extent not prohibited by applicable law, overdue interest in respect of any of the Loans and all other overdue amounts owing hereunder shall bear interest from each date that such amounts are overdue at the rate otherwise applicable to such underlying Loans plus an additional 2% per annum. Interest on each Loan shall accrue from and including the date of such Loan to, but excluding, the date of any repayment thereof; PROVIDED, HOWEVER, that if a Loan is repaid on the same day it is made, one day's interest shall be paid on such Loan. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed. (c) The Companies hereby agree that the only charges imposed or to be imposed by the Lending Company hereunder for the use of money in connection with the Loans is and will be the interest required to be paid under the provisions of Sections 2.2(b). In no event shall the amount of interest due and payable under this Agreement or any other documents executed in connection herewith exceed the maximum rate of interest allowed by applicable law and, in the event any such payment is made by the Borrowing Company or received by the Lending Company, such excess sum shall be credited as a payment of principal. It is the express intent hereof that the Borrowing Company not pay and the Lending Company not receive, directly or indirectly in any manner, interest in excess of that which may be lawfully paid under applicable law. SECTION 2.4. REPAYMENT OF PRINCIPAL AND INTEREST. (a) The entire outstanding principal balance of the Loans shall be due and payable by no later than 5:00 p.m. (Eastern time) on the Business Day on which the Loan is due, together with all remaining accrued and unpaid interest thereon, unless an extension of no more than three additional days is authorized by the Lending Company. (b) Any of the Loans may be prepaid in whole or in part at any time without premium or penalty. Any such prepayment made on any Loan shall be applied, first, to interest accrued thereon through the date thereof and then to the principal balance thereof. (c) Each payment and prepayment of principal of any Loan and each payment of interest on any Loan shall be made to the Lending Company and applied to outstanding Loan balances in the following order; first, toward any Loan or Loans then due and payable; and, second, towards the Loan or Loans which are next due and payable at the time of such prepayment. ARTICLE 3 _________ REPRESENTATIONS AND WARRANTIES ______________________________ SECTION 3.1. REPRESENTATIONS AND WARRANTIES. In order to induce the Lending Company to enter into this Agreement, the Borrowing Company hereby represents and warrants as set forth below: (a) ORGANIZATION; POWER; QUALIFICATION. The Borrowing Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has the power and authority to own or lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing as a foreign corporation, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business require such qualification or authorization. (b) AUTHORIZATION; ENFORCEABILITY. The Borrowing Company has the power and has taken all necessary action to authorize it to execute, deliver and perform this Agreement in accordance with the terms hereof and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Borrowing Company and is a legal, valid and binding obligation of the Borrowing Company, enforceable in accordance with its respective terms, (i) subject to limitations imposed by general principles of equity and (ii) subject to applicable bankruptcy, reorganization, insolvency and other similar laws affecting creditors' rights generally and to moratorium laws from time to time in effect. (c) NO CONFLICT. The execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the transactions contemplated hereby do not and will not (i) violate any applicable law or regulation, (ii) conflict with, result in a breach of, or constitute a default under the articles or certificate of incorporation or by-laws of the Borrowing Company or under any indenture, agreement or other instrument to which the Borrowing Company is a party or by which it or any of its properties may be bound, or (iii) result in or require the creation or imposition of any lien upon or with respect to any property now owned or hereafter acquired by the Borrowing Company. (d) COMPLIANCE WITH LAW; ABSENCE OF DEFAULT. The Borrowing Company is in compliance with all applicable laws the failure to comply with which has or could reasonably be expected to have a materially adverse effect on the business, assets, liabilities, financial condition or results of operations of the Borrowing Company, and no event has occurred or has failed to occur which has not been remedied or waived, the occurrence or non-occurrence of which constitutes a Default. SECTION 3.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made under this Agreement shall be deemed to be made, and shall be true and correct, as of the date hereof and as of the date of each Loan. ARTICLE 4 _________ AFFIRMATIVE COVENANTS _____________________ So long as this Agreement is in effect: SECTION 4.1. PRESERVATION OF EXISTENCE. The Borrowing Company will (a) preserve and maintain its existence, rights, franchises, licenses and privileges in its jurisdiction of incorporation and (b) qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization. SECTION 4.2. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. The Borrowing Company will comply with the requirements of all applicable laws and regulations the failure with which to comply could have a materially adverse effect on the business, assets, liabilities, financial condition or results of operations of the Borrowing Company. SECTION 4.3. VISITS AND INSPECTIONS. (a) Upon reasonable advance notice from the Lending Company, the Borrowing Company will permit representatives of the Lending Company to (a) visit and inspect the properties of the Borrowing Company during normal business hours, (b) inspect and make extracts from and copies of its books and records, and (c) discuss with its principal officers its businesses, assets, liabilities, financial positions and results of operations. (b) Each Company agrees that upon reasonable advance notice from an auditor of either Company or any regulatory official employed by the Department of Insurance of any state in which either Company is engaged in business, each Company will prepare and deliver to such auditor or regulatory official, within a reasonable time following such request, a written verification of all Loans made to and by the relevant Company. Upon reasonable advance notice to each Company, the books and records of the RTO and each Company relating to the subject matter of this Agreement shall be available for inspection by any auditor of either Company or any regulatory official during normal business hours, and the RTO and each Company will cooperate with said auditor or regulatory official in making any audit which requires inspection of said books and records. ARTICLE 5 _________ NEGATIVE COVENANTS __________________ So long as this Agreement is in effect: SECTION 5.1. LIQUIDATION; MERGER; SALE OF ASSETS; CHANGE OF BUSINESS. The Borrowing Company shall not at any time, without proper notice to the Lending Company: (a) Liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; (b) Merge or consolidate with any other person or entity; (c) Sell, lease, abandon or otherwise dispose of or transfer all or substantially all of its assets other than in the ordinary course of business; or (d) Make any substantial change in the type of business conducted by the Borrowing Company as of the date hereof without the prior written consent of the Lending Company if such action would have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Borrowing Company. Any corporation into which either Company may be merged, converted or with which either Company may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which either Company shall be a party, shall succeed to all either Company's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. ARTICLE 6 _________ DEFAULT _______ SECTION 6.1 EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default: (a) Any representation or warranty made by the Borrowing Company under this Agreement shall prove incorrect or misleading in any material respect when made; (b) The Borrowing Company shall default in the payment of (i) any interest payable under this Agreement within five days of when due, or (ii) any principal payable under this Agreement within three days of when due; (c) The Borrowing Company shall default in the performance or observance of any agreement or covenant contained in this Agreement, and such Default shall not be cured within a period of thirty days from the occurrence of such Default; (d) The Borrowing Company shall default under any other agreement or instrument evidencing or relating to any indebtedness which Default shall not have been cured within any applicable grace period set forth therein; (e) There shall be entered a decree or order by a court having jurisdiction in the premises constituting an order for relief in respect of the Borrowing Company under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Borrowing Company or of any substantial part of its properties, or ordering the winding-up or liquidation of the affairs of the Borrowing Company and any such decree or order shall continue in effect for a period of sixty consecutive days; (f) The Borrowing Company shall file a petition, answer or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or the Borrowing Company shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Borrowing Company or of any substantial part of its properties, or the Borrowing Company shall fail generally to pay its debts as such debts become due, or the Borrowing Company shall take any corporate action in furtherance of any such action; or (g) This Agreement or any provision hereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by the Borrowing Company or any other person or entity seeking to establish the invalidity or unenforceability thereof, or the Borrowing Company shall deny that it has any liability or any obligation for the payment of principal or interest purported to be created under this Agreement. SECTION 6.2. REMEDIES. If an Event of Default shall have occurred and shall be continuing, (a) The obligation of the Lending Company to make Loans hereunder shall immediately cease; (b) With the exception of an Event of Default specified in Section 6.1(e) or (f), the Lending Company, shall declare the principal of and interest on the Loans and all other amounts owed under this Agreement to be forthwith due and payable, whereupon all such amounts shall immediately become absolute and due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything in this Agreement to the contrary notwithstanding, and whereupon all such amounts shall be immediately due and payable; (c) Upon the occurrence and continuance of an Event of Default specified in Section 6.1(e) or (f), such principal, interest and other amounts shall thereupon and concurrently therewith become absolute and due and payable, all without any action by the Lending Company, all of which are hereby expressly waived, anything in this Agreement to the contrary notwithstanding; (d) The Lending Company shall have the right and option to exercise all of the post-default rights granted to them hereunder; and (e) The Lending Company shall have the right and option to exercise all rights and remedies available to them at law or in equity. ARTICLE 7 _________ MISCELLANEOUS _____________ SECTION 8.1. NOTICES. Except as otherwise provided herein, all notices and other communications required or permitted under this Agreement shall be in writing and, if mailed, shall be deemed to have been received on the earlier of the date shown on the receipt or three Business Days after the postmarked date thereof and, if sent by facsimile, shall be followed forthwith by letter and shall be deemed to have been received on the next Business Day following dispatch and acknowledgment of receipt by the recipient's facsimile machine. In addition, notices hereunder may be delivered by hand or overnight courier, in which event the notice shall be deemed effective when delivered. All notices and other communications under this Agreement shall be given to the parties at the address or facsimile number listed below such party's signature line hereto, or such other address or facsimile number as may be specified by any party in a writing addressed to the other parties hereto. SECTION 8.2. WAIVERS. The rights and remedies of the Lending Company under this Agreement shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Lending Company in exercising any right shall operate as a waiver of it. The Lending Company expressly reserves the right to require strict compliance with the terms of this Agreement. In the event the Lending Company decides to fund a request for a Loan at a time when the Borrowing Company is not in strict compliance with the terms of this Agreement, such decision by the Lending Company shall not be deemed to constitute an undertaking by the Lending Company to fund any further requests for Loans or precluding the Lending Company from exercising any rights available to it under the Agreement or at law or equity with respect to the Borrowing Company. Any waiver or indulgence granted by the Lending Company shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing by the Lending Company at variance with the terms of this Agreement such as to require further notice by the Lending Company of its intent to require strict adherence to the terms of this Agreement in the future. Any such actions shall not in any way affect the ability of the Lending Company, in their respective sole discretion, to exercise any of their respective rights under this Agreement or under any other agreement. SECTION 8.3. ASSIGNMENT; SUCCESSORS. (a) The Borrowing Company may not assign or transfer any of its rights or obligations hereunder without notice to the Lending Company. (b) The Lending Company may not at any time assign or participate its interest under this Agreement without notice to the Borrowing Company. Any holder of a participation in, and any assignee or transferee of, all or any portion of any amount owed by the Borrowing Company under this Agreement may exercise any and all rights provided in this Agreement with respect to any and all amounts owed by the Borrowing Company to such assignee, transferee or holder as fully as if such assignee, transferee or holder had made the Loans in the amount of the obligation in which its holds a participation or which is assigned or transferred to it. (c) This Agreement shall be binding upon, and inure to the benefit of, the Borrowing Company, the Lending Company, and the permitted successors and assigns of each party hereto. SECTION 8.4. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 8.5. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. SECTION 8.6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents the entire agreement among the parties hereto with respect to the subject matter of this transaction. No amendment or modification of the terms and provisions of this Agreement shall be effective unless in writing and signed by both Companies. SECTION 8.7. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a non-Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest hereunder. SECTION 8.8. TERMINATION. This Agreement may be terminated with respect to any party hereto by such party upon its giving the other parties thirty days notice of its intent to terminate. In the event of termination as provided in this paragraph, the Lending Company's obligation to make Loans to the Borrowing Company shall cease; provided, however, that the Borrowing Company shall continue to be obligated to make all repayments of Loans and all other amounts due and payable by it as provided under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed by their duly authorized officers, all as of the day and year first above written. GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/ David L. Jacobson ______________________________________________ Title: Senior Vice President ___________________________________________ Address for notices: 1001 Jefferson Street, Suite 400 Wilmington, DE 19801 Phone: 302/576-3404 Fax: 302/576-3520 ING AMERICA INSURANCE HOLDINGS, INC. By: /s/ David S. Pendergrass ______________________________________________ Title: Vice President and Treasurer ___________________________________________ Address for notices: 1105 N. Market Street Wilmington, DE 19809 Phone: 770/980-3300 Fax: 770/980-3301 AMENDMENT NUMBER 1 __________________ RECIPROCAL LOAN AGREEMENT The Reciprocal Loan Agreement dated January 1, 1998 between Golden American Life Insurance Company and ING America Insurance Holdings, Inc., is hereby amended to provide as follows: Golden American Life Insurance Company shall not lend money under the terms of this Agreement, that is, it shall not become a Lending Company, until and unless the prior approval of the State of Delaware Department of Insurance is obtained regarding the amount and terms of such loan or loans. All other provisions of the Reciprocal Loan Agreement shall remain in effect and unaffected by this Amendment. This Amendment is entered into as of this 1st day of January 1998. GOLDEN AMERICAN LIFE INSURANCE COMPANY BY:/s/ David L. Jacobson ______________________________________ TITLE: Senior Vice President __________________________________ ING AMERICA INSURANCE HOLDINGS, INC. BY:/s/ David S. Pendergrass ______________________________________ TITLE: Vice President and Treasurer __________________________________ AMENDMENT NUMBER 2 __________________ RECIPROCAL LOAN AGREEMENT The Reciprocal Loan Agreement dated January 1, 1998 between Golden American Life Insurance Company and ING America Insurance Holdings, Inc., is hereby amended by replacing the defined term "Revolving Loan Commitment" of Section 1.1 with the following: "Revolving Loan Commitment" shall mean the outstanding amount to be funded by the Lending Company to the Borrowing Company. The aggregate sum which the Lending Company may loan to the Borrowing Company under this Agreement shall not exceed $65,000,000.00. All other provisions of the Reciprocal Loan Agreement shall remain in effect and unaffected by this Amendment. This Amendment is entered into as of this 20th day of March 1998. GOLDEN AMERICAN LIFE INSURANCE COMPANY BY:/s/ David L. Jacobson _________________________________ TITLE: Senior Vice President _____________________________ ING AMERICA INSURANCE HOLDINGS, INC. BY:/s/ David S. Pendergrass _________________________________ TITLE: Vice President and Treasurer _____________________________ EX-99.B8F 26 REVOLV NOTE BTW GALIC AND SUN BANK EXHIBIT (8)(f) SINGLE PAYMENT NOTE $75,000,000 July 27, 1998 For value received, the Obligor promises to pay to the order of SunTrust Bank, Atlanta (the "Bank"), on July 31, 1999, or at such earlier date as hereinafter provided, the principal sum of SEVENTY FIVE MILLION DOLLARS ($75,000,000) or such lesser amount of loans as may from time to time, at the Bank's sole discretion, be advanced or, upon repayment, readvanced by the Bank hereunder together with interest from the date hereof on the unpaid principal balance at such annual rate or rates of interest as shall be computed and paid in accordance with the terms and conditions hereinafter set forth. This note evidences the obligation of the Obligor to repay, with interest, any and all present and future indebtedness of the Obligor for loans at any time hereafter made or extended by the Bank hereunder up to the aggregate principal amount of $75,000,000 at any time outstanding. The payment of any indebtedness evidenced by this note shall not affect the enforceability of this note as to any future, different or other indebtedness evidenced hereby. The Obligor acknowledges and agrees that Southland Life Insurance Company (hereinafter "Southland"), Life Insurance Company of Georgia (hereinafter "LICG"), ING America Life Corporation (hereinafter "America Life"), Security Life of Denver Insurance Company (hereinafter "Security Life"), Columbine Life Insurance Company (hereinafter "Columbine"), Midwestern United Life Insurance Company (hereinafter "Midwestern"), and First ING Life Insurance Company of New York (hereinafter "First ING New York") are all direct or indirect subsidiaries of ING America Insurance Holdings, Inc. ("America Holdings"). The Obligor further acknowledges and agrees that Equitable Life Insurance Company of Iowa ("Equitable Life") USG Annuity and Life Insurance Company ("USG"), Equitable American Insurance Company ("Equitable American"), Locust Street Securities, Inc. ("Locust Street"), First Golden American Life Insurance Company of New York ("First Golden"), and the Obligor are all direct or indirect subsidiaries of Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). American Holdings and Equitable of Iowa are both wholly-owned direct subsidiaries of ING Insurance International B.V. On the date that this note is being executed, LICG, Security Life, America Life, Southland, Equitable Life, USG, and America Holdings are executing separate notes to the Bank in the maximum principal amount of $100,000,000 each; Columbine is executing a separate note to the Bank in the maximum principal amount of $75,000,000; Equitable of Iowa is executing a separate note to the Bank in the maximum principal amount of $50,000,000; First ING New York, Locust Street and First Golden are executing separate notes to the Bank in the maximum principal amount of $10,000,000 each; Midwestern is executing a separate note to the Bank in the maximum principal amount of $30,000,000; and Equitable American is executing a separate note to the Bank in the maximum principal amount of $25,000,000, each of which notes are substantially similar to this note (the "Affiliate Notes"). Obligor agrees that the aggregate unpaid principal balance from time to time outstanding on this note plus the aggregate unpaid principal balance from time to time outstanding on the Affiliate Notes will at no time exceed $150,000,000. Obligor will not request any disbursement of principal under this note if, after such disbursement, the unpaid principal balance of this note plus the aggregate unpaid principal of the Affiliate Notes will exceed $150,000,000. If the Obligor desires a disbursement of principal hereunder (an "Advance") the Obligor shall give the Bank written or telephonic notice of the amount of such Advance and the period of time from one (1) day to thirty (30) days that such Advance shall be outstanding (the "Interest Period"), provided, however, (a) if any Interest Period would otherwise end on a day which is not a day on which the Bank and commercial banks in New York, New York, are open for business (a "Business Day"), that Interest Period shall be extended through the next succeeding day which is a Business Day, and (b) no Interest Period shall extend beyond the maturity date of this note. Such written or telephonic notice with respect to the amount of an Advance and the Interest Period to be applicable thereto shall be given to the Bank by the Obligor before one o'clock p.m. Atlanta time, on the first Business Day of the applicable Interest Period. All telephonic notices shall be promptly confirmed in writing. The Obligor shall pay interest upon each Advance from the date of disbursement through the last day of the applicable Interest Period (including the date of disbursement but excluding the date of repayment) at a rate per annum, calculated on the basis of a 360 day year and upon the actual number of days elapsed, equal to either of the following rates of interest as selected by the Obligor: (1) the per annum rate of interest equal to the cost of funds of Bank for the Interest Period applicable to such Advance for amounts substantially similar to the amount of such Advance plus .25% all as determined by Bank in accordance with its usual practices in determining its cost of funds (the "Cost of Funds Rate") or (2) a per annum rate of interest that would be applicable to the requested Advance as quoted by the Bank to the Obligor (the "Quoted Rate"). Unpaid interest accruing at either of such rates will be due and payable on the last Business Day of the applicable Interest Period. The Bank will advise the Obligor of the Cost of Funds Rate and the Quoted Rate that will be applicable to a requested Advance before 1:30 p.m. Atlanta time on the Business Day that the Bank receives a request for an Advance from the Obligor. The Obligor will advise the Bank as to whether the Obligor has selected the Cost of Funds Rate or the Quoted Rate before 2:00 p.m. Atlanta time on the Business Day that the Bank receives a request for an Advance from the Obligor. Any telephonic selection of interest rates by the Obligor will promptly be confirmed in writing. The Bank will promptly disburse the amount of an Advance to the Obligor upon receiving notice of the Obligor's interest rate selection. Unpaid interest accruing at such interest rate will be due and payable on the last Business Day of the applicable Interest Period. The Obligor shall repay the entire outstanding principal balance of each Advance on the last Business Day of the Interest Period applicable thereto. The Obligor may on any Business Day renew an outstanding Advance into an Advance with the same or different Interest Period, provided that the Bank must be advised of the Obligor's election to renew the Advance and the Interest Period applicable to such renewal before one o'clock p.m. on the last Business Day of the then current Interest Period. The interest rate to be applicable to the renewal of any Advance shall be selected in the same manner that the interest rate is selected at the time an Advance is made. Any such renewal shall be at the Bank's sole discretion. If no Interest Period has been elected for any Advance or for any principal balance outstanding hereunder, or if such election shall not be timely, then the Interest Period with respect thereto shall be deemed to be one day and the applicable interest rate shall be the Cost of Funds Rate. No prepayment of any Advance shall be permissible during the Interest Period applicable thereto. Should the Obligor fail for any reason to pay this note in full on the maturity date or on the date of acceleration of payment, the Obligor further promises to pay interest on the unpaid amount from such date until the date of final payment at a Default Rate equal to the Prime Rate plus 4%. Should legal action or an attorney at law be utilized to collect any amount due hereunder, the Obligor further promises to pay all costs of collection, plus reasonable attorney's fees. All amounts due hereunder may be paid at any office of Bank. The principal balance of this note shall conclusively be deemed to be the unpaid principal balance appearing on the Bank's records unless such records are manifestly in error. As security for the payment of this and any other liability of the Obligor to the holder, direct or contingent, irrespective of the nature of such liability or the time it arises, the Obligor hereby grants a security interest to the holder in all property of the Obligor in or coming into the possession, control or custody of the holder, or in which the holder has or hereafter acquires a lien, security interest, or other right. Upon default, holder may, without notice, immediately take possession of and then sell or otherwise dispose of the collateral, signing any necessary documents as Obligor's attorney in fact, and apply the proceeds against any liability of Obligor to holder. Upon demand, the Obligor will furnish such additional collateral, and execute any appropriate documents related thereto, deemed necessary by the holder for its security. The Obligor further authorizes the holder, without notice, to set-off any deposit or account and apply any indebtedness due or to become due from the holder to the Obligor in satisfaction of any liability described in this paragraph, whether or not matured. The holder may, without notice, transfer or register any property constituting security for this note into its or its nominee name with or without any indication of its security interest therein. This note shall immediately mature and become due and payable, without notice or demand, upon the appointment of a receiver for the Obligor or upon the filing of any petition or the commencement of any proceeding by the Obligor for relief under any bankruptcy or insolvency laws, or any law relating to the relief of debtors, readjustment of indebtedness, debtor reorganization, or composition or extension of debt. Furthermore, this note shall, at the option of the holder, immediately mature and become due and payable, without notice or demand, upon the happening of any one or more of the following events; (1) nonpayment on the due date of any amount due hereunder; (2) failure of the Obligor to perform any other material obligation to the holder; (3) if the Obligor shall fail to make any payment as and when such payment is due upon any obligation for borrowed money other than the obligation owing pursuant to this Note, and by reason thereof such obligation becomes due prior to its stated maturity or prior to its regularly scheduled dates of payment; (4) a reasonable belief on the part of the holder that the Obligor is unable to pay its obligations when due or is otherwise insolvent; (5) the filing of any petition or the commencement of any proceeding against the Obligor for relief under bankruptcy or insolvency laws, or any law relating to the relief of debtors, readjustment of indebtedness, debtor reorganization, or composition or extension of debt, which petition or proceeding is not dismissed within 60 days of the date of filing thereof; (6) the suspension of the transaction of the usual business of the Obligor, or the dissolution, liquidation or transfer to another party of a significant portion of the assets of the Obligor and any such action shall have a material adverse effect on the ability of the Obligor to repay the unpaid principal balance hereof; (7) a reasonable belief on the part of the holder that the Obligor has made a representation or warranty in connection with any loan by or other transaction with the holder and such representation or warranty was false in any material respect; (8) the issuance or filing of any levy, attachment, garnishment, or lien against the property of the Obligor which shall remain unpaid or undischarged for a period of thirty (30) days and such failure to pay shall have a material adverse effect on the ability of the Obligor to repay the unpaid principal balance hereof; (9) the failure of the Obligor to satisfy any judgment, penalty or fine imposed by a court or administrative agency of any government and such judgment, penalty, or fine shall remain unpaid, unstayed on appeal, undischarged or undismissed for a period of thirty (30) days; (10) failure of the Obligor, after demand, to furnish financial information or to permit inspection of any books or records during Obligor's normal business hours; (11) Equitable of Iowa shall no longer own 100% of the outstanding voting stock of the Obligor, or (12) the Obligor shall fail to maintain the minimum level of Company Action Level Risk Based Capital as established by applicable state law or regulation. The failure or forbearance of the holder to exercise any right hereunder, or otherwise granted by law or another agreement, shall not affect or release the liability of the Obligor, and shall not constitute a waiver of such right unless so stated by the holder in writing. The Obligor agrees that the holder shall have no responsibility for the collection or protection of any property securing this note, and expressly consents that the holder may from time to time, without notice, extend the time for payment of this note, or any part thereof, waive its rights with respect to any property or indebtedness without releasing the Obligor from any liability to the holder. This note is governed by Georgia law. The term "Obligor" means Golden American Life Insurance Company. The term "Prime Rate", if used herein, shall mean that rate of interest designated by Bank from time to time as its "Prime Rate" which rate is not necessarily the Bank's best rate. The term "holder" means Bank and any subsequent transferee or endorsee hereof. PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE OBLIGOR GOLDEN AMERICAN LIFE INSURANCE COMPANY BY:/s/ Denny Hargens _____________________________ TITLE: Treasurer _________________________ EX-99.B9 27 CONSENT OF MYLES R. TASHMAN Exhibit 9 ING VARIABLE ANNUITIES MYLES R. TASHMAN Executive Vice President, General Counsel and Secretary April 20, 1999 Members of the Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Ms. Emory and Gentlemen: In my capacity as Executive Vice President and Secretary of Golden American Life Insurance Company (the "Company"), I have examined the form of Registration Statement on Form N-4 to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an indefinite number of units of interest in Separate Account B of the Company (the "Account"). I am familiar with the proceedings taken and proposed to be taken in connection with the authorization, issuance and sale of units. Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it is my opinion that: (1) The Company was organized in accordance with the laws of the State of Delaware and is a duly authorized stock life insurance company under the laws of Delaware and the laws of those states in which the Company is admitted to do business; (2) The Account is a validly established separate investment account of the Company; (3) The portion of the assets to be held in the Account equals the reserve and other liabilities for variable benefits under variable annuity contracts to be issued by the Account. Such assets are not chargeable with liabilities arising out of any other business the Company conducts; (4) The units and the variable annuity contracts will, when issued and sold in the manner described in the registration statement, be legal and binding obligations of the Company and will be legally and validly issued, fully paid, and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the registration statement and to the reference to my name under the heading "Legal Matters" in the prospectus contained in said registration statement. In giving this consent I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the Rules and Regulations of the Securities and Exchange Commission thereunder. Sincerely, /s/ Myles R. Tashman 1475 Dunwoody Drive Tel: 610-425-3405 GoldenSelect Series West Chester, PA 19380-1478 Fax: 610-425-3735 Issued by Golden American Life Insurance Company EX-99.B10A 28 CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP 10(a) Consent of Sutherland Asbill & Brennan LLP Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave, NW Washington, DC 20004-2404 April 23, 1999 Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380 Ladies and Gentlemen: We hereby consent to the reference to our name under the caption "Legal Matters" in the Statement of Additional Information filed as part of Post- Effective Amendment No. 29 to the registration statement on Form N-4 for the Separate Account B (File No. 33-23351). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, SUTHERLAND ASBILL & BRENNAN LLP By /s/ Stephen E. Roth ------------------------- Stephen E. Roth EX-99.B10B 29 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Exhibit 10(b) Consent of Ernst & Young LLP, Independent Auditors We consent to the reference to our firm under the captions "Independent Auditors", "Experts" and "Financial Statements" and to the use of our reports dated February 12, 1999, with respect to the financial statements of Golden American Life Insurance Company, and February 25, 1999, with respect to the financial statements of Separate Account B, included in Post-Effective Amendment No. 29 to the Registration Statement (Form N-4 No. 33-23351) and related Prospectuses of Separate Account B. Our audits also included the financial statement schedules of Golden American Life Insurance Company included in Item 24(a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/Ernst & Young LLP Des Moines, Iowa April 23, 1999 EX-99.B13 30 SCHEDULE OF PERFORMANCE DATA EXHIBIT 13 DVA FUND NAME: Managed Global FUND NAME: All Growth AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- Managed Global \-----All Growth--------------\ SEC TOTAL RETURN FORMULA: FYE For the F10/21/92 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/9310/21/92 12/31/97 12/31/93 01/25/89 Ending date 12/31/98 12/31/9812/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 15.00273976.1972603 1 59.9369863 Maximum Surrender Fee (%) 6.00% 2.00% 1.00% 6.00% 2.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,219.60$1,061.82$1,445.86 $1,023.65$1,125.12$1,513.76 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 21.9598% 1.2062% 6.1300% 2.3651% 2.3857% 4.2605% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Managed Global) 12/31/96 11.92646195 11.92646195 $1,000.00 83.847 12/31/97 15.26844120 15.26844120 0.0000 83.8471,280.213 -0.615 1,279.60 -60.00 1,219.60 ===================================================== 5-YEAR COMPUTATION: (Managed Global) 12/31/93 10.51800528 10.51800528 $1,000.00 95.075 12/31/94 9.09118269 9.09118269 1.009 94.066 -10.000 -0.615 12/31/95 9.65926885 9.65926885 1.168 92.898 -10.000 -0.615 12/31/96 10.73977061 10.73977061 1.099 91.799 -10.000 -0.615 12/31/97 11.92646195 11.92646195 0.988 90.811 -10.000 -0.615 12/31/98 15.2684412 15.26844120 0.0000 0.052 90.7591,082.435 -0.615 1,081.82 -20.00 1,061.82 ===================================================== INCEPTION TO DATE: (Managed Global) 10/21/92 10.00000000 10.00000000 $1,000.00 100.000 10/21/93 10.51800528 10.51800528 1.009 98.991 -10.000 -0.615 10/21/94 9.09118269 9.09118269 1.168 97.823 -10.000 -0.615 10/21/95 9.65926885 9.65926885 1.099 96.724 -10.000 -0.615 12/31/95 10.73977061 10.73977061 0.988 95.736 -10.000 -0.615 12/31/96 10.73977061 10.73977061 0.988 94.747 -10.000 -0.615 12/31/97 11.92646195 11.92646195 0.0000 0.052 94.696 -0.615 12/31/98 15.26844120 15.26844120 0.000 94.6961,445.855 1,445.86 0.00 1,445.86 ===================================================== 1-YEAR COMPUTATION: (All Growth) 12/31/97 14.78824745 14.78824745 $1,000.00 67.621 12/31/98 16.03445670 16.03445670 0.0000 67.6211,084.266 -0.615 1,083.65 -60.00 1,023.65 ===================================================== 5-YEAR COMPUTATION: (All Growth) 12/31/93 13.39061510 13.39061510 $1,000.00 74.679 12/31/94 11.82817343 11.82817343 0.793 73.886 -10.000 -0.615 12/31/95 14.33527152 14.33527152 0.897 72.989 -10.000 -0.615 12/31/96 14.10994503 14.10994503 0.741 72.248 -10.000 -0.615 12/31/97 14.78824745 14.78824745 0.752 71.496 -10.000 -0.615 12/31/98 16.0344567 16.03445670 0.0000 0.042 71.4541,145.731 -0.615 1,145.12 -20.00 1,125.12 ===================================================== INCEPTION TO DATE: (All Growth) 01/25/89 10.00011040 10.00011040 $1,000.00 99.999 01/25/90 9.50087963 9.50087963 1.117 98.882 -10.000 -0.615 01/25/91 10.18945092 10.18945092 1.042 97.840 -10.000 -0.615 01/25/92 13.07412251 13.07412251 0.812 97.028 -10.000 -0.615 01/25/93 12.90567652 12.90567652 0.823 96.205 -10.000 -0.615 01/25/94 13.54094212 13.54094212 0.784 95.421 -10.000 -0.615 01/25/95 11.94927201 11.94927201 0.888 94.533 -10.000 -0.615 01/25/96 14.84442650 14.84442650 0.041 94.492 -0.615 12/31/96 14.10994503 14.10994503 0.044 94.448 -0.615 12/31/97 14.78824745 14.78824745 0.0000 0.042 94.406 -0.615 12/31/98 16.03445670 16.03445670 0.000 94.4061,513.756 1,513.76 0.00 1,513.76 ===================================================== FUND NAME: Liquid Assets FUND NAME: Limited Maturity AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \-----Liquid Asset-\------------Limited Maturity---------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 01/25/89 12/31/97 12/31/93 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 59.9369863 1 59.9369863 Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $979.37$1,138.48$1,421.91 $997.33$1,111.28$1,657.48 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -2.0634% 2.6278% 3.6058% -0.2670% 2.1327% 5.2166% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Liquid Assets) 12/31/97 14.31839436 14.31839436 $1,000.00 69.840 12/31/98 14.89090968 14.89090968 0.0000 69.8401,039.981 -0.615 1,039.37 -60.00 979.37 ===================================================== 5-YEAR COMPUTATION: (Liquid Assets) 12/31/93 12.34710845 12.34710845 $1,000.00 80.991 12/31/94 12.67580101 12.67580101 0.837 80.154 -10.000 -0.615 12/31/95 13.24256763 13.24256763 0.802 79.352 -10.000 -0.615 12/31/96 13.76208876 13.76208876 0.771 78.581 -10.000 -0.615 12/31/97 14.31839436 14.31839436 0.741 77.839 -10.000 -0.615 12/31/98 14.89090968 14.89090968 0.0000 77.8391,159.097 -0.615 1,158.48 -20.00 1,138.48 ===================================================== INCEPTION TO DATE: (Liquid Asset) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 -10.000 -0.615 12/31/90 11.37898614 11.37898614 1.062 99.067 -10.000 -0.615 12/31/91 11.76266813 11.76266813 0.933 98.165 -10.000 -0.615 12/31/92 11.96032248 11.96032248 0.902 97.277 -10.000 -0.615 12/31/93 12.34710845 12.34710845 0.888 96.417 -10.000 -0.615 12/31/94 12.67580101 12.67580101 0.860 95.580 -10.000 -0.615 12/31/95 13.24256763 13.24256763 0.837 95.533 -0.615 12/31/96 13.76208876 13.76208876 0.046 95.489 -0.615 12/31/97 14.31839436 14.31839436 0.045 95.489 -0.615 12/31/98 14.89090968 14.89090968 0.0000 95.4891,421.914 1,421.91 0.00 1,421.91 ===================================================== 1-YEAR COMPUTATION: (Limited Maturity) 12/31/97 16.46180954 16.46180954 $1,000.00 60.747 12/31/98 17.41559566 17.41559566 0.0000 60.7471,057.945 -0.615 1,057.33 -60.00 997.33 ===================================================== 5-YEAR COMPUTATION: (Limited Maturity) 12/31/93 13.95043923 13.95043923 $1,000.00 71.682 12/31/94 13.64713435 13.64713435 0.761 70.921 -10.000 -0.615 12/31/95 15.09509752 15.09509752 0.778 70.143 -10.000 -0.615 12/31/96 15.58819856 15.58819856 0.703 69.440 -10.000 -0.615 12/31/97 16.46180954 16.46180954 0.681 68.759 -10.000 -0.615 12/31/98 17.41559566 17.41559566 0.0000 68.7591,131.897 -0.615 1,131.28 -20.00 1,111.28 ===================================================== INCEPTION TO DATE: (Limited Maturity) 01/25/89 10.00011032 10.00011032 $1,000.00 99.999 12/31/90 11.60540683 11.60540683 0.915 99.084 -10.000 -0.615 12/31/91 12.78428987 12.78428987 0.830 98.254 -10.000 -0.615 12/31/92 13.26869700 13.26869700 0.800 97.454 -10.000 -0.615 12/31/93 13.95043923 13.95043923 0.761 96.693 -10.000 -0.615 12/31/94 13.64713435 13.64713435 0.778 95.915 -10.000 -0.615 12/31/95 15.09509752 15.09509752 0.703 95.212 -10.000 -0.615 12/31/96 15.58819856 15.58819856 0.039 95.172 -0.615 12/31/97 16.46180954 16.46180954 0.000 95.172 -0.615 12/31/98 17.41559566 17.41559566 0.0000 95.1721,657.485 1,657.48 0.00 1,657.48 ===================================================== FUND NAME: Hard Assets FUND NAME: Real Estate AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \-------Hard Assets------------\----Real Estate--------------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 01/25/89 12/31/97 12/31/93 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 59.9369863 1 59.9369863 Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $636.52 #VALUE! $1,398.21 $796.23$1,622.56$2,564.14 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -36.3477% #VALUE! 3.4308% -20.3771% 10.1640% 9.9394% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Hard Assets) 12/31/97 21.29619477 21.29619477 $1,000.00 46.957 12/31/98 14.84631213 14.84631213 0.0000 46.957 697.138 -0.615 696.52 -60.00 636.52 ===================================================== 5-YEAR COMPUTATION: (Hard Assets) 12/31/93 13.80971795 13.80971795 $1,000.00 72.413 12/31/94 14.01783483 14.01783483 0.769 71.644 -10.000 -0.615 12/31/95 15.36180098 15.36180098 0.757 70.887 -10.000 -0.615 12/31/96 20.26229821 20.26229821 0.691 70.196 -10.000 -0.615 12/31/97 21.29619480 21.29619480 0.524 69.672 -10.000 -0.615 12/31/98 14.84863121 14.84863121 0.0000 69.6721,034.535 -0.615 #VALUE! -20.00 #VALUE! ===================================================== INCEPTION TO DATE: (Hard Assets) 01/25/89 10.00011040 10.00011040 $1,000.00 99.999 01/25/90 12.07413563 12.07413563 0.879 99.120 -10.000 -0.615 01/25/91 9.38013733 9.38013733 1.132 97.988 -10.000 -0.615 01/25/92 10.63263825 10.63263825 0.998 96.990 -10.000 -0.615 01/25/93 9.25760265 9.25760265 1.147 95.843 -10.000 -0.615 01/25/94 14.07843503 14.07843503 0.754 95.089 -10.000 -0.615 01/25/95 13.04898226 13.04898226 0.814 94.276 -10.000 -0.615 01/25/96 16.61605516 16.61605516 0.037 94.239 -0.615 12/31/96 20.26229821 20.26229821 0.030 94.208 -0.615 12/31/97 21.29619480 21.29619480 0.029 94.179 -0.615 12/31/98 14.84631213 14.84631213 0.0000 94.1791,398.215 1,398.21 0.00 1,398.21 ===================================================== 1-YEAR COMPUTATION: (Real Estate) 12/31/97 26.37686906 26.37686906 $1,000.00 37.912 12/31/98 22.60088736 22.60088736 0.0000 37.912 856.845 -0.615 856.23 -60.00 796.23 ===================================================== 5-YEAR COMPUTATION: (Real Estate) 12/31/93 13.33211784 13.33211784 $1,000.00 75.007 12/31/94 14.03603405 14.03603405 0.756 74.251 -10.000 -0.615 12/31/95 16.20088165 16.20088165 0.655 73.595 -10.000 -0.615 12/31/96 21.69874661 21.69874661 0.489 73.106 -10.000 -0.615 12/31/97 26.37686906 26.37686906 0.402 72.704 -10.000 -0.615 12/31/98 22.60088736 22.60088736 0.0000 72.7041,643.170 -0.615 1,642.56 -20.00 1,622.56 ===================================================== INCEPTION TO DATE: (Real Estate) #VALUE! 12/31/89 9.78668322 9.78668322 $1,000.00 102.180 -10.000 -0.615 12/31/90 7.67516088 7.67516088 1.085 100.797 -10.000 -0.615 12/31/91 10.18681929 10.18681929 1.383 99.755 -10.000 -0.615 12/31/92 11.48369474 11.48369474 1.042 98.830 -10.000 -0.615 12/31/93 13.33211784 13.33211784 0.924 98.034 -10.000 -0.615 12/31/94 14.03603405 14.03603405 0.796 97.278 -10.000 -0.615 12/31/95 16.20088165 16.20088165 0.756 97.240 -0.615 12/31/96 21.69874661 21.69874661 0.038 97.212 -0.615 12/31/97 26.37686906 26.37686906 0.028 97.212 -0.615 12/31/98 22.60088736 22.60088736 0.0000 97.2122,564.137 2,564.14 0.00 2,564.14 ===================================================== FUND NAME: Fully Managed FUND NAME: Multiple Allocation AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------Fully Managed--------\ \-----Multiple Allocation---------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 01/25/89 12/31/96 12/31/92 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/97 12/31/97 Number of years (expressed as a deci (N) 1 59.9369863 1 58.9369863 Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $987.75$1,431.58$2,018.58 $1,011.18$1,466.28$2,163.53 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -1.2253% 7.4393% 7.3243% 1.1178% 7.9551% 9.0192% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Fully Managed) 12/31/97 20.35932038 20.35932038 $1,000.00 49.118 12/31/98 21.34374858 21.34374858 0.0000 49.1181,048.362 -0.615 1,047.75 -60.00 987.75 ===================================================== 5-YEAR COMPUTATION: (Fully Managed) 12/31/93 14.10606146 14.10606146 $1,000.00 70.892 12/31/94 12.94996256 12.94996256 0.753 70.139 -10.000 -0.615 12/31/95 15.47617327 15.47617327 0.820 69.320 -10.000 -0.615 12/31/96 17.82834111 17.82834111 0.686 68.634 -10.000 -0.615 12/31/97 20.35932038 20.35932038 0.595 68.038 -10.000 -0.615 12/31/98 21.34374858 21.34374858 0.0000 68.0381,452.194 -0.615 1,451.58 -20.00 1,431.58 ===================================================== INCEPTION TO DATE: (Fully Managed) 01/25/89 10.00011040 10.00011040 $1,000.00 99.999 12/31/90 9.86658003 9.86658003 1.062 98.937 -10.000 -0.615 12/31/91 12.59348469 12.59348469 1.076 97.862 -10.000 -0.615 12/31/92 13.24380518 13.24380518 0.843 97.019 -10.000 -0.615 12/31/93 14.10606146 14.10606146 0.802 96.217 -10.000 -0.615 12/31/94 12.94996256 12.94996256 0.753 95.465 -10.000 -0.615 12/31/95 15.47617327 15.47617327 0.820 94.645 -10.000 -0.615 12/31/96 17.82834111 17.82834111 0.040 94.605 -0.615 12/31/97 20.35932038 20.35932038 0.030 94.575 -0.615 12/31/98 21.34374858 21.34374858 0.0000 0.000 94.5752,018.582 2,018.58 0.00 2,018.58 ===================================================== 1-YEAR COMPUTATION: (Multiple Allocation) 12/31/97 21.27587362 21.27587362 $1,000.00 47.002 12/31/98 22.80315412 22.80315412 0.0000 47.0021,071.794 -0.615 1,071.18 -60.00 1,011.18 ===================================================== 5-YEAR COMPUTATION: (Multiple Allocation) 12/31/93 14.75275828 14.75275828 $1,000.00 67.784 12/31/94 14.43399288 14.43399288 0.720 67.064 -10.000 -0.615 12/31/95 16.99590910 16.99590910 0.735 66.329 -10.000 -0.615 12/31/96 18.29999096 18.29999096 0.625 65.704 -10.000 -0.615 12/31/97 21.27587362 21.27587362 0.499 65.205 -10.000 -0.615 12/31/98 22.80315412 22.80315412 0.0000 65.2051,486.891 -0.615 1,486.28 -20.00 1,466.28 ===================================================== INCEPTION TO DATE: (Multiple Allocation) 01/25/89 10.00011040 10.00011040 $1,000.00 99.999 12/31/90 11.18917871 11.18917871 1.062 98.937 -10.000 -0.615 12/31/91 13.29560725 13.29560725 0.949 97.989 -10.000 -0.615 12/31/92 13.40951371 13.40951371 0.798 97.190 -10.000 -0.615 12/31/93 14.75275828 14.75275828 0.792 96.399 -10.000 -0.615 12/31/94 14.43399288 14.43399288 0.720 95.679 -10.000 -0.615 12/31/95 16.99590910 16.99590910 0.735 94.944 -10.000 -0.615 12/31/96 18.29999096 18.29999096 0.036 94.908 -0.615 12/31/97 21.27587362 21.27587362 0.029 94.879 -0.615 12/31/98 22.80315412 22.80315412 0.0000 94.8792,163.531 2,163.53 0.00 2,163.53 ===================================================== FUND NAME: Capital Appreciation FUND NAME: Rising Dividends AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------Capital Appreciation----\------Rising Dividends--------------\ SEC TOTAL RETURN FORMULA: FYE For The F05/04/92 To FYE For The F10/04/93 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 05/04/92 12/31/96 12/31/93 10/04/93 Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/98 12/31/97 Number of years (expressed as a deci (N) 15.00273976.6630137 15.00273974.2438356 Maximum current sales load (%) 6.00% 2.00% 1.00% 6.00% 2.00% 3.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $835.84$1,820.79$1,956.50 $1,069.33$2,142.65$2,230.34 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -16.4155% 12.7258% 10.5977% 6.9334% 16.4539% 20.8060% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Capital Appreciation) 12/31/97 25.13396162 25.13396162 $1,000.00 39.787 12/31/98 22.53148084 22.53148084 0.0000 39.787 896.460 -0.615 895.84 -60.00 835.84 ===================================================== 5-YEAR COMPUTATION: (Capital Appreciation) 12/31/93 11.80836065 11.80836065 $1,000.00 84.686 12/31/94 11.50448375 11.50448375 0.899 83.787 -10.000 -0.615 12/31/95 14.82518860 14.82518860 0.923 82.864 -10.000 -0.615 12/31/96 17.64879361 17.64879361 0.716 82.148 -10.000 -0.615 12/31/97 25.13396162 25.13396162 0.422 81.726 -10.000 -0.615 12/31/98 22.53148084 22.53148084 0.0000 81.7261,841.406 -0.615 1,840.79 -20.00 1,820.79 ===================================================== INCEPTION TO DATE: (Capital Appreciation) 05/04/92 11.01271537 11.01271537 $1,000.00 90.804 12/31/93 11.80836065 11.80836065 0.964 89.840 -10.000 -0.615 12/31/94 11.50448375 11.50448375 0.899 88.941 -10.000 -0.615 12/31/95 14.82518860 14.82518860 0.923 88.018 -10.000 -0.615 12/31/96 17.64879361 17.64879361 0.716 87.302 -10.000 -0.615 12/31/97 25.13396162 25.13396162 0.024 87.278 -0.615 12/31/98 22.53148084 22.53148084 0.0000 87.2781,966.500 1,966.50 -10.00 1,956.50 ===================================================== 1-YEAR COMPUTATION: (Rising Dividends) 12/31/97 20.40959374 20.40959374 $1,000.00 48.997 12/31/98 23.06161110 23.06161110 0.0000 48.9971,129.950 -0.615 1,129.33 -60.00 1,069.33 ===================================================== 5-YEAR COMPUTATION: (Rising Dividends) 12/31/93 10.28910998 10.28910998 $1,000.00 97.190 12/31/94 10.24668606 10.24668606 1.032 96.158 -10.000 -0.615 12/31/95 13.29594256 13.29594256 1.036 95.122 -10.000 -0.615 12/31/96 15.8797376 15.87973760 0.798 94.324 -10.000 -0.615 12/31/97 20.40959374 20.40959374 0.520 93.804 -10.000 -0.615 12/31/98 23.06161110 23.06161110 0.0000 93.8042,163.267 -0.615 2,162.65 -20.00 2,142.65 ===================================================== INCEPTION TO DATE: (Rising Dividends) 10/04/93 10.00000000 10.00000000 $1,000.00 100.000 12/31/94 10.24668606 10.24668606 0.798 99.202 -10.000 -0.615 12/31/95 13.29594256 13.29594256 0.668 98.533 -10.000 -0.615 12/31/96 15.87973760 15.87973760 0.520 98.013 -10.000 -0.615 12/31/97 20.40959374 20.40959374 0.000 98.013 -10.000 -0.615 12/31/98 23.06161110 23.06161110 0.0000 98.0132,260.338 2,260.34 -30.00 2,230.34 ===================================================== FUND NAME: Emerging Markets FUND NAME: Strategic Equity AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) \------Emerging Markets--------\------Strategic Equity--------------\ SEC TOTAL RETURN FORMULA: FYE 12/31/93 10/04/93 To FYE FYE 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 (W/O Load) (With Load) ---------------------------- ---------- ---------- Total return period: Beginning date 12/31/97 12/31/93 10/04/93 12/31/97 10/02/95 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 15.00273975.2438356 1 3.2493151 Maximum current sales load (%) 6.00% 2.00% 3.00% 6.00% 4.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $690.87 $501.21 $611.19 $938.32 $1,378.10 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -30.9126%-12.8964% -8.9618% -6.1682% 10.3735% \| ============================ =========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Emerging Markets) 12/31/97 8.83772030 8.83772030 $1,000.00 113.151 12/31/98 6.64147065 6.64147065 0.0000 113.151 751.489 -0.615 750.87 -60.00 690.87 ===================================================== 5-YEAR COMPUTATION: (Emerging Markets) 12/31/93 12.41003519 12.41003519 $1,000.00 80.580 12/31/94 10.42167908 10.42167908 0.855 79.725 -10.000 -0.615 12/31/95 9.27498228 9.27498228 1.019 78.706 -10.000 -0.615 12/31/96 9.85030817 9.85030817 0.066 78.640 -0.615 12/31/97 8.83772030 8.83772030 0.070 78.570 -0.615 12/31/98 6.64147065 6.64147065 0.0000 78.570 521.821 -0.615 521.21 -20.00 501.21 ===================================================== INCEPTION TO DATE: (Emerging Markets) 10/04/93 10.00000000 10.00000000 $1,000.00 100.000 12/31/94 10.42167908 10.42167908 1.019 98.981 -10.000 -0.615 12/31/95 9.27498228 9.27498228 1.145 97.837 -10.000 -0.615 12/31/96 9.85030817 9.85030817 1.201 96.636 -10.000 -0.615 12/31/97 8.83772030 8.83772030 0.093 96.543 -0.615 12/31/98 6.64147065 6.64147065 0.0000 96.543 641.188 641.19 -30.00 611.19 ===================================================== 1-YEAR COMPUTATION: (Strategic Equity) 12/31/97 14.42346108 14.42346108 $1,000.00 69.331 12/31/98 14.39930824 14.39930824 0.0000 69.331 998.318 -0.615 998.32 -60.00 938.32 ===================================================== INCEPTION TO DATE: (Strategic Equity) 10/02/95 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 11.82980123 11.82980123 0.736 99.264 -10.000 -0.615 12/31/97 14.42346108 14.42346108 0.737 98.527 -10.000 -0.615 12/31/98 14.39930824 14.39930824 0.0000 98.5271,418.718 1418.10 -40.00 1,378.10 ===================================================== FUND NAME: Value Equity FUND NAME: Market Manager AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) \-Value Equity-\ \-Value Equity-\ \------Market Manager-------\ SEC TOTAL RETURN FORMULA: FYE 01/03/95 To FYE 11/14/94 To 12/31/98 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------- ---------- Total return period: Beginning date 12/31/97 01/03/95 12/31/97 11/14/94 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 3.9945205 1 4.1315068 Maximum current sales load (%) 6.00% 4.00% 6.00% 3.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $944.75 $1,792.33 $1,161.72 $2,297.02 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -5.5249% 15.7288% 16.1720% 22.2975% \| ========== ========== ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Value Equity) 12/31/97 18.47798760 18.47798760 $1,000.00 54.118 12/31/98 18.57729740 18.57729740 0.0000 54.1181,005.366 -0.615 1,004.75 -60.00 944.75 ===================================================== INCEPTION TO DATE: (Value Equity) 01/03/95 10.00000000 10.00000000 $1,000.00 100.000 12/31/95 13.39088249 13.39088249 0.793 99.207 -10.000 -0.615 12/31/96 14.66394353 14.66394353 0.574 98.633 -10.000 -0.615 12/31/97 18.47798760 18.47798760 0.000 98.633 -10.000 -0.615 12/31/98 18.57729740 18.57729740 0.0000 98.6331,832.330 1832.33 -40.00 1,792.33 ===================================================== 1-YEAR COMPUTATION: (Market Manager) 12/31/97 19.39678920 19.39678920 $1,000.00 51.555 12/31/98 23.70935049 23.70935049 0.0000 51.5551,222.336 -0.615 1,221.72 -60.00 1,161.72 ===================================================== INCEPTION TO DATE: (Market Manager) 11/14/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/94 12.38623293 12.38623293 0.857 99.143 -10.000 -0.615 12/31/96 14.64054646 14.64054646 0.547 98.596 -10.000 -0.615 12/31/97 19.39678920 19.39678920 0.448 98.148 -10.000 -0.615 12/31/98 23.70935049 23.70935049 0.0000 98.1482,327.024 2,327.02 -30.00 2,297.02 ===================================================== FUND NAME: Small Cap AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Small Capitalization------\ SEC TOTAL RETURN FORMULA: FYE 01/01/96 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 01/01/96 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 3 Maximum current sales load (%) 6.00% 4.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,137.11 $1,514.49 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 13.7111% 14.8389% \| 1000 ========== ----------------- Annulized Before 1,137.11 ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Small Cap) 12/31/97 12.98671801 12.98671801 $1,000.00 77.002 12/31/98 15.55448515 15.55448515 0.0000 77.0021,197.726 -0.615 1,197.11 -60.00 1,137.11 ===================================================== INCEPTION TO DATE: (Small Cap) 01/01/96 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 11.89023915 11.89023915 0.062 99.938 -0.615 12/31/97 12.98671801 12.98671801 0.000 99.938 -0.615 12/31/98 15.55448515 15.55448515 0.0000 99.9381,554.491 1,554.49 -40.00 1,514.49 ===================================================== FUND NAME: Mid-Cap Growth Portfolio FUND NAME: Research Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------Mid-Cap Growth Portfolio\------Rearch Portfolio--------------\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 To FYE 10/04/97 To 12/31/98 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356164 1 4.2356164 Maximum current sales load (%) 6.00% 3.00% 6.00% 3.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,155.22 $2,187.65 $1,157.59 $2,250.30 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 15.5217% 20.3002% 15.7587% 21.1049% \| ========== ========== ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Mid-Cap Growth Portfolio) 12/31/97 18.78886392 18.78886392 $1,000.00 53.223 12/31/98 22.84411133 22.84411133 0.0000 53.2231,215.832 -0.615 1,215.22 -60.00 1,155.22 ===================================================== INCEPTION TO DATE: (Mid-Cap Growth Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/95 13.27659260 13.27659260 1.062 98.938 -10.000 -0.615 12/31/96 15.86037489 15.86037489 0.800 98.139 -10.000 -0.615 12/31/97 18.78886392 18.78886392 1.062 97.077 -10.000 -0.615 12/31/98 22.84411133 22.84411133 0.0000 97.0772,217.646 2,217.65 -30.00 2,187.65 ===================================================== 1-YEAR COMPUTATION: (Rearch Portfolio) 12/31/97 19.10516558 19.10516558 $1,000.00 52.342 12/31/98 23.27390218 23.27390218 0.0000 52.3421,218.203 -0.615 1,217.59 -60.00 1,157.59 ===================================================== INCEPTION TO DATE: (Research Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/95 13.15794649 13.15794649 0.807 99.193 -10.000 -0.615 12/31/96 16.06539189 16.06539189 0.661 98.532 -10.000 -0.615 12/31/97 19.10516558 19.10516558 0.556 97.977 -10.000 -0.615 12/31/98 23.27390218 23.27390218 0.0000 97.9772,280.303 2,280.30 -30.00 2,250.30 ===================================================== FUND NAME: Total Return AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Total Return-----\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356164 Maximum current sales load (%) 6.00% 3.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,044.13 $1,771.08 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 4.4135% 14.4478% \| 1000 ========== ----------------- Annulized Before 1,044.13 ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Total Return) 12/31/97 16.30914871 16.30914871 $1,000.00 61.315 12/31/98 18.01762011 18.01762011 0.0000 61.3151,104.750 -0.615 1,104.13 -60.00 1,044.13 ===================================================== INCEPTION TO DATE: (Total Return) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/95 12.11169524 12.11169524 0.062 99.938 -0.615 12/31/96 13.63035759 13.63035759 0.045 99.893 -0.615 12/31/97 16.30914871 16.30914871 0.038 99.962 -0.615 12/31/98 18.01762011 18.01762011 0.0000 99.9621,801.082 1,801.08 -30.00 1,771.08 ===================================================== FUND NAME: Growth & Income FUND NAME: Growth AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/97 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------Growth & Income---------\------ Growth---------\ SEC TOTAL RETURN FORMULA: FYE 04/01/96 To FYE 04/01/96 To 12/31/98 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------- ---------- Total return period: Beginning date 12/31/97 04/01/96 12/31/97 04/01/96 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 2.7506849 1 2.7506849 Maximum current sales load (%) 6.00% 5.00% 6.00% 5.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,047.91 $1,668.79 $1,194.95 $1,595.55 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 4.7910% 20.4628% 19.4954% 18.5133% \| ========== ========== ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Growth & Income Portfolio) 12/31/97 15.51473202 15.51473202 $1,000.00 64.455 12/31/98 17.19843946 17.19843946 0.0000 64.4551,108.525 -0.615 1,107.91 -60.00 1,047.91 ===================================================== INCEPTION TO DATE: (Growth & Income Portfolio) 04/01/96 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 12.52260282 12.52260282 0.062 99.938 -0.615 12/31/97 15.51473202 15.51473202 0.000 99.938 -0.615 12/31/98 17.19843946 17.19843946 0.0000 99.9381,718.786 1,718.79 -50.00 1,668.79 ===================================================== 1-YEAR COMPUTATION: (Growth Portfolio) 12/31/97 13.12119141 13.12119141 $1,000.00 76.213 12/31/98 16.47447469 16.47447469 0.0000 76.2131,255.569 -0.615 1,254.95 -60.00 1,194.95 ===================================================== INCEPTION TO DATE: (Growth Portfolio) 04/01/96 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 11.44855749 11.44855749 0.062 99.938 -0.615 12/31/97 13.12119141 13.12119141 0.054 99.885 -0.615 12/31/98 16.47447469 16.47447469 0.0000 99.8851,645.548 1,645.55 -50.00 1,595.55 ===================================================== FUND NAME: Global Fixed Income AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Small Capitalization----\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356164 Maximum current sales load (%) -60.00% -30.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,046.72 $1,300.34 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 4.6720% 6.3966% \| 1000 ========== ----------------- Annulized Before 1,046.72 ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Global Fixed Income) 12/31/97 12.02027070 12.02027070 $1,000.00 83.193 12/31/98 13.31043402 13.31043402 0.0000 83.1931,107.335 -0.615 1,106.72 -60.00 1,046.72 ===================================================== INCEPTION TO DATE: (Global Fixed Income) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/95 11.60420749 11.60420749 0.062 0.000 -0.615 12/31/96 12.06182826 12.06182826 0.053 99.947 -0.615 12/31/97 12.02027070 12.02027070 0.000 99.947 -0.615 12/31/98 13.31043402 13.31043402 0.0000 99.9471,330.338 1,330.34 -30.00 1,300.34 ===================================================== FUND NAME: Developing World FUND NAME: Growth Opportunities AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------Developing World--------\------ Growth Opporutinities---------\ SEC TOTAL RETURN FORMULA: 02/18/98 To FYE 02/18/98 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 02/08/98 02/01/98 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 0.8931507 0.9123288 Maximum current sales load (%) -60.00% -60.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestme of all dividends and distributions (ERV) $670.91 $908.74 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -36.0376% -9.9579% \| ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- INCEPTION TO DATE: (Developing World) 02/18/98 10.00000000 10.00000000 $1,000.0 100.000 12/31/98 7.30905685 7.30905685 0.0000 100.000 730.906 -0.615 730.91 -60.00 670.91 ===================================================== INCEPTION TO DATE: (Growth Opportunities) 02/18/98 10.00000000 10.00000000 $1,000.0 100.000 12/31/98 9.68739782 9.68739782 0.0000 100.000 968.740 -0.615 968.74 -60.00 908.74 ===================================================== FUND NAME: PIMCO High Yield Bond FUND NAME: PIMCO StocksPLus Growth & Income AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 DVA - 100 Basis Points(14) (Based on GCG Inception Date) - - ---------------------------------------------------------- --------------------------- \------High Yield Bond---------\------ StocksPlus Growth & Income---------\ SEC TOTAL RETURN FORMULA: 05/01/98 To FYE 05/01/98 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 05/01/98 05/01/98 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 0.6684932 0.6684932 Maximum current sales load (%) -60.00% -60.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestme of all dividends and distributions (ERV) $950.73 $1,054.15 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -7.2788% 8.2076% \| ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- INCEPTION TO DAT 05/01/98 10.00000000 10.00000000 $1,000.0 100.000 12/31/98 10.10734989 10.10734989 0.0000 100.0001,010.735 -0.615 1,010.73 -60.00 950.73 ===================================================== INCEPTION TO DATE: (StocksPlus) 05/01/98 10.00000000 10.00000000 $1,000.0 100.000 12/31/98 11.14146562 11.14146562 0.0000 100.0001,114.147 -0.615 1,114.15 -60.00 1,054.15 =====================================================
DVA Series 100 FUND NAME: Managed Global FUND NAME: All Growth AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \-----------Managed Global-----\-----All Growth--------------\ SEC TOTAL RETURN FORMULA: FYE For The F10/21/92 To FYE For The F1/25/89 To 12/31/98Year Ende 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 10/21/92 12/31/97 12/31/93 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 15.00273976.1972603 1 59.9369863 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,273.71$1,405.28$1,478.65 $1,077.77$1,160.02$1,538.54 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 27.3713% 7.0376% 6.5148% 7.7766% 3.0133% 4.4310% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Managed Global) 12/31/97 11.92646195 11.92646195 $1,000.00 83.847 12/31/98 15.26844120 15.26844120 0.0000 83.8471,280.213 -6.500 1,273.71 0.00 1,273.71 ===================================================== 5-YEAR COMPUTATION: (Managed Global) 12/31/93 10.51800528 10.51800528 $1,000.00 95.075 12/31/94 9.09118269 9.09118269 0.618 94.457 -6.500 12/31/95 9.65926885 9.65926885 0.715 93.742 -6.500 12/31/96 10.73977061 10.73977061 0.673 93.069 -6.500 12/31/97 11.92646195 11.92646195 0.605 92.464 -6.500 12/31/98 15.2684412 15.26844120 0.0000 92.4641,411.779 -6.500 1,405.28 0.00 1,405.28 ===================================================== INCEPTION TO DATE: (Managed Global) 10/21/92 10.00000000 10.00000000 $1,000.00 100.000 12/31/93 10.51800528 10.51800528 0.618 99.382 -6.500 12/31/94 9.09118269 9.09118269 0.715 98.667 -6.500 12/31/95 9.65926885 9.65926885 0.673 97.994 -6.500 12/31/96 10.73977061 10.73977061 0.605 97.389 -6.500 12/31/97 11.92646195 11.92646195 0.545 96.844 -6.500 12/31/98 15.26844120 15.26844120 0.0000 96.8441,478.655 1,478.65 0.00 1,478.65 ===================================================== 1-YEAR COMPUTATION: (All Growth) 12/31/97 14.78824745 14.78824745 $1,000.00 67.621 12/31/98 16.03445670 16.03445670 0.0000 67.6211,084.266 -6.500 1,077.77 0.00 1,077.77 ===================================================== 5-YEAR COMPUTATION: (All Growth) 12/31/93 13.39061510 13.39061510 $1,000.00 74.679 12/31/94 11.82817343 11.82817343 0.485 74.194 -6.500 12/31/95 14.33527152 14.33527152 0.550 73.644 -6.500 12/31/96 14.10994503 14.10994503 0.453 73.191 -6.500 12/31/97 14.78824745 14.78824745 0.440 72.751 -6.500 12/31/98 16.03445670 16.03445670 0.0000 72.7511,166.524 -6.500 1,160.02 0.00 1,160.02 ===================================================== INCEPTION TO DATE: (All Growth) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 9.74216451 9.74216451 0.667 99.333 -6.500 12/31/91 13.16346986 13.16346986 0.494 98.839 -6.500 12/31/92 12.69391689 12.69391689 0.512 98.327 -6.500 12/31/93 13.39061510 13.39061510 0.485 97.842 -6.500 12/31/94 11.82817343 11.82817343 0.550 97.292 -6.500 12/31/95 14.33527152 14.33527152 0.461 96.831 -6.500 12/31/96 14.10994503 14.10994503 0.440 96.392 -6.500 12/31/97 14.78824745 14.78824745 0.440 95.952 -6.500 12/31/98 16.03445670 16.03445670 0.0000 95.9521,538.542 1,538.54 0.00 1,538.54 ===================================================== FUND NAME: Liquid Assets FUND NAME: Limited Maturity AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \-----Liquid Asset-\------------Limited Maturity---------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 Feb. 28, Years EndFeb. 28, 1997 12/31/98 Feb. 28, 1997 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 01/25/89 02/29/96 09/30/91 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 09/30/96 09/30/96 09/30/96 Number of years (expressed as a deci (N) 1 59.9369863 1 57.6849315 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,033.48$1,170.79$1,426.44 $1,051.45$1,211.95$1,673.88 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 3.3481% 3.2039% 3.6390% 5.1445% 3.9195% 6.9331% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Liquid Assets) 12/31/97 14.31839436 14.31839436 $1,000.00 69.840 12/31/98 14.89090968 14.89090968 0.0000 69.8401,039.981 -6.500 1,033.48 0.00 1,033.48 ===================================================== 5-YEAR COMPUTATION: (Liquid Assets) 12/31/93 12.34710845 12.34710845 $1,000.00 80.991 12/31/94 12.67580101 12.67580101 0.513 80.478 -6.500 12/31/95 13.24256763 13.24256763 0.491 79.987 -6.500 12/31/96 13.76208876 13.76208876 0.472 79.515 -6.500 12/31/97 14.31839436 14.31839436 0.454 79.061 -6.500 12/31/98 14.89090968 14.89090968 0.0000 79.0611,177.292 -6.500 1,170.79 0.00 1,170.79 ===================================================== INCEPTION TO DATE: (Liquid Asset) 01/26/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 11.37898614 11.37898614 0.571 99.429 -6.500 12/31/91 11.90233406 11.90233406 0.571 98.858 -6.500 12/31/92 12.15133051 12.15133051 0.546 98.311 -6.500 12/31/93 12.34710845 12.34710845 0.535 97.777 -6.500 12/31/94 12.67580101 12.67580101 0.526 97.250 -6.500 12/31/95 13.24256763 13.24256763 0.513 96.737 -6.500 12/31/96 13.76208876 13.76208876 0.491 96.246 -6.500 12/31/97 14.31839436 14.31839436 0.454 95.792 -6.500 12/31/98 14.89090968 14.89090968 0.0000 95.7921,426.437 1,426.44 0.00 1,426.44 ===================================================== 1-YEAR COMPUTATION: (Limited Maturity) 12/31/97 16.46180954 16.46180954 $1,000.00 60.747 12/31/98 17.41559566 17.41559566 0.0000 60.7471,057.945 -6.500 1,051.45 0.00 1,051.45 ===================================================== 5-YEAR COMPUTATION: (Limited Maturity) 12/31/93 13.95043923 13.95043923 $1,000.00 71.682 12/31/94 13.64713435 13.64713435 0.476 71.206 -6.500 12/31/95 15.09509752 15.09509752 0.431 70.775 -6.500 12/31/9 15.58819856 15.58819856 0.417 70.358 -6.500 12/31/97 16.46180954 16.46180954 0.395 69.963 -6.500 12/31/98 17.41559566 17.41559566 0.0000 69.9631,218.452 -6.500 1,211.95 0.00 1,211.95 ===================================================== INCEPTION TO DATE: (Limited Maturity) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 11.60540683 11.60540683 0.560 99.440 -6.500 12/31/91 12.78428987 12.78428987 0.560 98.880 -6.500 12/31/92 13.26869700 13.26869700 0.508 98.371 -6.500 12/31/93 13.95043923 13.95043923 0.490 97.882 -6.500 12/31/94 13.64713435 13.64713435 0.466 97.416 -6.500 12/31/95 15.09509752 15.09509752 0.476 96.939 -6.500 12/31/96 15.58819856 15.58819856 0.431 96.509 -6.500 12/31/97 16.46180954 16.46180954 0.395 96.114 -6.500 12/31/98 17.41559566 17.41559566 0.0000 96.1141,673.880 1,673.88 0.00 1,673.88 ===================================================== FUND NAME: Hard Assets FUND NAME: Real Estate AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \-------Hard Assets------------\----Real Estate--------------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/97Years End 12/31/97 12/31/98 12/31/97 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 01/25/89 12/31/96 12/31/92 01/25/89 Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/97 12/31/97 Number of years (expressed as a deci (N) 1 59.9369863 1 58.9369863 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $690.64$1,043.88$1,421.11 $850.34$1,656.85$2,158.47 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -30.9362% 0.8626% 3.6000% -14.9655% 10.6259% 8.9906% \| ============================ ============================ ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Hard Assets) 12/31/97 21.29619480 21.29619480 $1,000.00 46.957 12/31/98 14.84631213 14.84631213 0.0000 46.957 697.138 -6.500 690.64 0.00 690.64 ===================================================== 5-YEAR COMPUTATION: (Hard Assets) 12/31/93 13.80971795 13.80971795 $1,000.00 72.413 12/31/94 14.01783483 14.01783483 0.471 71.942 -6.500 12/31/95 15.36180098 15.36180098 0.464 71.479 -6.500 12/31/96 20.26229821 20.26229821 0.423 71.055 -6.500 12/31/97 21.29619480 21.29619480 0.305 70.750 -6.500 12/31/98 14.84631213 14.84631213 0.0000 70.7501,050.381 -6.500 1,043.88 0.00 1,043.88 ===================================================== INCEPTION TO DATE: (Hard Assets) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 10.05281622 10.05281622 0.647 99.353 -6.500 12/31/91 10.42048919 10.42048919 0.647 98.707 -6.500 12/31/92 9.30395007 9.30395007 0.624 98.083 -6.500 12/31/93 13.80971795 13.80971795 0.699 97.384 -6.500 12/31/94 14.01783483 14.01783483 0.471 96.914 -6.500 12/31/95 15.36180098 15.36180098 0.464 96.450 -6.500 12/31/96 20.26229821 20.26229821 0.423 96.027 -6.500 12/31/97 21.29619480 21.29619480 0.305 95.722 -6.500 12/31/98 14.84631213 14.84631213 0.0000 95.7221,421.114 1,421.11 0.00 1,421.11 ===================================================== 1-YEAR COMPUTATION: (Real Estate) 12/31/97 26.37686906 26.37686906 $1,000.00 37.912 12/31/98 22.60088736 22.60088736 0.0000 37.912 856.845 -6.500 850.34 0.00 850.34 ===================================================== 5-YEAR COMPUTATION: (Real Estate) 12/31/93 13.33211784 13.33211784 $1,000.00 75.007 12/31/94 14.03603405 14.03603405 0.463 74.544 -6.500 12/31/95 16.20088165 16.20088165 0.401 74.143 -6.500 12/31/96 21.69874661 21.69874661 0.300 73.843 -6.500 12/31/97 26.37686906 26.37686906 0.246 73.597 -6.500 12/31/98 22.60088736 22.60088736 0.0000 73.5971,663.351 -6.500 1,656.85 0.00 1,656.85 ===================================================== INCEPTION TO DATE: (Real Estate) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 7.67516088 7.67516088 0.847 99.153 -6.500 12/31/91 10.18681929 10.18681929 0.847 98.306 -6.500 12/31/92 11.48369474 11.48369474 0.638 97.668 -6.500 12/31/93 13.33211784 13.33211784 0.566 97.102 -6.500 12/31/94 14.03603405 14.03603405 0.488 96.615 -6.500 12/31/95 16.20088165 16.20088165 0.463 96.151 -6.500 12/31/96 21.69874661 21.69874661 0.401 95.750 -6.500 12/31/97 26.37686906 26.37686906 0.246 95.504 -6.500 12/31/98 22.60088736 22.60088736 0.0000 95.5042,158.472 2,158.47 0.00 2,158.47 ===================================================== FUND NAME: Fully Managed FUND NAME: Multiple Allocation AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \------Fully Managed-----------\--------------Multiple Allocation-------\ SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/98 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/96 12/31/92 01/25/89 12/31/97 12/31/93 01/25/89 Ending date 12/31/97 12/31/97 12/31/97 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 58.9369863 1 59.9369863 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,041.86$1,472.33$2,048.43 $1,065.43$1,505.13$2,195.62 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 4.1862% 8.0441% 8.3544% 6.5431% 8.5213% 8.2361% \| ============================ ============================ SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Fully Managed) 12/31/97 20.35932038 20.35932038 $1,000.00 49.118 12/31/98 21.34374858 21.34374858 0.0000 49.1181,048.362 -6.500 1,041.86 0.00 1,041.86 ===================================================== 5-YEAR COMPUTATION: (Fully Managed) 12/31/93 14.10606146 14.10606146 $1,000.00 70.892 12/31/94 12.94996256 12.94996256 0.502 70.390 -6.500 12/31/95 15.47617327 15.47617327 0.420 69.970 -6.500 12/31/96 17.82834111 17.82834111 0.365 69.605 -6.500 12/31/97 20.35932038 20.35932038 0.319 69.286 -6.500 12/31/98 21.34374858 21.34374858 0.0000 69.2861,478.828 -6.500 1,472.33 0.00 1,472.33 ===================================================== INCEPTION TO DATE: (Fully Managed) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 9.86658003 9.86658003 0.659 99.341 -6.500 12/31/91 12.59348469 12.59348469 0.659 98.682 -6.500 12/31/92 13.24380518 13.24380518 0.516 98.166 -6.500 12/31/93 14.10606146 14.10606146 0.491 97.675 -6.500 12/31/94 12.94996256 12.94996256 0.461 97.215 -6.500 12/31/95 15.47617327 15.47617327 0.502 96.713 -6.500 12/31/96 17.82834111 17.82834111 0.420 96.293 -6.500 12/31/97 20.35932038 20.35932038 0.319 95.973 -6.500 12/31/98 21.34374858 21.34374858 0.0000 95.9732,048.434 2,048.43 0.00 2,048.43 ===================================================== 1-YEAR COMPUTATION: (Equity Income) 12/31/97 21.27287362 21.27287362 $1,000.00 47.008 12/31/98 22.80315412 22.80315412 0.0000 47.0081,071.931 -6.500 1,065.43 0.00 1,065.43 ===================================================== 5-YEAR COMPUTATION: (Equity Income) 12/31/93 14.75275828 14.75275828 $1,000.00 67.784 12/31/94 14.43399288 14.43399288 0.450 67.334 -6.500 12/31/95 16.99590910 16.99590910 0.382 66.951 -6.500 12/31/96 18.29999096 18.29999096 0.355 66.596 -6.500 12/31/97 21.27287362 21.27287362 0.306 66.290 -6.500 12/31/98 22.80315412 22.80315412 0.0000 66.2901,511.632 -6.500 1,505.13 0.00 1,505.13 ===================================================== INCEPTION TO DATE: (Multiple Allocation) 01/25/89 10.00000000 10.00000000 $1,000.00 100.000 12/31/90 11.18917871 11.18917871 0.581 99.419 -6.500 12/31/91 13.29560725 13.29560725 0.581 98.838 -6.500 12/31/92 13.40951371 13.40951371 0.489 98.349 -6.500 12/31/93 14.75275828 14.75275828 0.485 97.865 -6.500 12/31/94 14.43399288 14.43399288 0.441 97.424 -6.500 12/31/95 16.99590910 16.99590910 0.450 96.974 -6.500 12/31/96 18.29999096 18.29999096 0.382 96.591 -6.500 12/31/97 21.27287362 21.27287362 0.306 96.286 -6.500 12/31/98 22.80315412 22.80315412 0.0000 96.2862,195.616 2,195.62 0.00 2,195.62 ===================================================== FUND NAME: Capital Appreciation FUND NAME: Rising Dividends AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \------Capital Appreciation----\------Rising Dividends--------------\ SEC TOTAL RETURN FORMULA: FYE For the F05/04/92 To FYE For the F10/04/93 To 12/31/98Years End 12/31/98 12/31/98Years End 12/31/97 12/31/98 12/31/98 ---------------------------- ---------------------------- Total return period: Beginning date 12/31/97 12/31/93 05/04/92 12/31/97 12/31/93 10/04/93 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 15.00273976.6630137 15.00273975.2438356 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,109.00$2,080.27$2,453.25 $1,119.45$2,153.22$2,230.83 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 10.8995% 15.7681% 14.4178% 11.9454% 16.5685% 16.5340% \| ============================ ============================ SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Capital Appreciation) 12/31/97 22.53148084 22.53148084 $1,000.00 44.382 12/31/98 25.13396162 25.13396162 0.0000 44.3821,115.495 -6.500 1,109.00 0.00 1,109.00 ===================================================== 5-YEAR COMPUTATION: (Capital Appreciation) 12/31/93 11.80836065 11.80836065 $1,000.00 84.686 12/31/94 11.50448375 11.50448375 0.565 84.121 -6.500 12/31/95 14.82518860 14.82518860 0.438 83.683 -6.500 12/31/96 17.64879361 17.64879361 0.368 83.314 -6.500 12/31/97 22.53148084 22.53148084 0.288 83.026 -6.500 12/31/98 25.13396162 25.13396162 0.0000 83.0262,086.767 -6.500 2,080.27 0.00 2,080.27 ===================================================== INCEPTION TO DATE: (Capital Appreciation) 05/04/92 10.00000000 10.00000000 $1,000.00 100.000 12/31/93 11.80836065 11.80836065 0.550 99.450 -6.500 12/31/94 11.50448375 11.50448375 0.550 98.899 -6.500 12/31/95 14.82518860 14.82518860 0.565 98.334 -6.500 12/31/96 17.64879361 17.64879361 0.438 97.896 -6.500 12/31/97 22.53148084 22.53148084 0.288 97.607 -6.500 12/31/98 25.13396162 25.13396162 0.0000 97.6072,453.255 2,453.25 0.00 2,453.25 ===================================================== 1-YEAR COMPUTATION: (Rising Dividends) 12/31/97 20.10510732 20.10510732 $1,000.00 49.739 12/31/98 22.63724817 22.63724817 0.0000 49.7391,125.954 -6.500 1,119.45 0.00 1,119.45 ===================================================== 5-YEAR COMPUTATION: (Rising Dividends) 12/31/93 10.28032750 10.28032750 $1,000.00 97.273 12/31/94 10.20181800 10.20181800 0.637 96.636 -6.500 12/31/95 13.19105610 13.19105610 0.493 96.143 -6.500 12/31/96 15.69830535 15.69830535 0.414 95.729 -6.500 12/31/97 20.10510732 20.10510732 0.323 95.406 -6.500 12/31/98 22.63724817 22.63724817 0.0000 95.4062,159.723 -6.500 2,153.22 0.00 2,153.22 ===================================================== INCEPTION TO DATE: (Rising Dividends) 10/04/93 10.00000000 10.00000000 $1,000.00 100.000 12/31/94 10.20181800 10.20181800 0.637 99.363 -6.500 12/31/95 13.19105610 13.19105610 0.493 98.870 -6.500 12/31/96 15.69830535 15.69830535 0.323 98.547 -6.500 12/31/97 20.10510732 20.10510732 98.5472,230.828 2,230.83 0.00 2,230.83 12/31/98 22.63724817 22.63724817 0.0000 ===================================================== FUND NAME: Emerging Markets FUND NAME: Strategic Equity AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) \------Emerging Markets--------\------Strategic Equity--------------\ SEC TOTAL RETURN FORMULA: FYE For the F10/04/93 To FYE 10/02/95 To 12/31/98Years End 12/31/98 12/31/98 12/31/98 12/31/98 (W/O Load) (With Load) ---------------------------- ---------- ---------- Total return period: Beginning date 12/31/97 12/31/93 10/04/93 12/31/97 10/02/95 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 15.00273975.2438356 1 3.2493151 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $744.99 $510.61 $650.47 $988.29 $1,423.45 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -25.5011%-12.5723% -7.8741% -1.1707% 11.4788% \| ============================ =========== ========== SERIES 100 - 135 Basis Points (24) ---- ------------------------------------ --------- --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Emerging Markets) 12/31/97 8.83772030 8.83772030 $1,000.00 113.151 12/31/98 6.64147065 6.64147065 0.0000 113.151 751.489 -6.500 744.99 0.00 744.99 ===================================================== 5-YEAR COMPUTATION: (Emerging Markets) 12/31/93 12.41003519 12.41003519 $1,000.00 80.580 12/31/94 10.42167908 10.42167908 0.624 79.956 -6.500 12/31/95 9.27498228 9.27498228 0.701 79.255 -6.500 12/31/96 9.85030817 9.85030817 0.660 78.596 -6.500 12/31/97 8.83772030 8.83772030 0.735 77.860 -6.500 12/31/98 6.64147065 6.64147065 0.0000 77.860 517.106 -6.500 510.61 0.00 510.61 ===================================================== INCEPTION TO DATE: (Emerging Markets) 10/04/93 10.00000000 10.00000000 $1,000.00 100.000 12/31/94 10.42167908 10.42167908 0.624 99.376 -6.500 12/31/95 9.27498228 9.27498228 0.701 98.675 -6.500 12/31/96 9.85030817 9.85030817 0.735 97.940 -6.500 12/31/97 8.83772030 8.83772030 97.940 650.466 650.47 0.00 650.47 12/31/98 6.64147065 6.64147065 0.0000 ===================================================== 1-YEAR COMPUTATION: (Strategic Equity) 12/31/97 14.30900890 14.30900890 $1,000.00 69.886 12/31/98 14.23450344 14.23450344 0.0000 69.886 994.793 -6.500 988.29 0.00 988.29 ===================================================== INCEPTION TO DATE: (Strategic Equity) 10/02/95 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 11.77755514 11.77755514 0.454 99.546 -6.500 12/31/97 14.30900890 14.30900890 0.457 99.089 -6.500 12/31/98 14.23450344 14.23450344 0.0000 99.0891,423.450 1,423.45 0.00 1,423.45 ===================================================== FUND NAME: Value Equity AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) \-Value Equity-\ \-Value Equity-\ SEC TOTAL RETURN FORMULA: FYE 01/03/95 To 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/96 01/03/95 Ending date 12/31/97 12/31/97 Number of years (expressed as a deci (N) 1 2.9945205 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $998.87 $1,842.19 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -0.1134% 22.6329% \| ========== ========== SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Value Equity) 12/31/97 18.47798760 18.47798760 $1,000.00 54.118 12/31/98 18.57729740 18.57729740 0.0000 54.1181,005.366 -6.500 998.87 0.00 998.87 ===================================================== INCEPTION TO DATE: (Value Equity) 01/03/95 10.00000000 10.00000000 $1,000.00 100.000 01/03/96 13.41349994 13.41349994 0.485 99.515 -6.500 12/31/96 14.66394353 14.66394353 0.352 99.164 -6.500 12/31/97 18.47798760 18.47798760 99.1641,842.192 1842.19 0.00 1,842.19 12/31/98 18.57729740 18.57729740 0.0000 ===================================================== FUND NAME: Small Cap AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Small Cap---------\ SEC TOTAL RETURN FORMULA: FYE 01/03/96 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 01/03/96 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 2.9945205 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,191.23 $1,547.73 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 19.1226% 15.7036% \| ========== ========== SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Small Capatilazation) 12/31/97 12.98671801 12.98671801 $1,000.00 77.002 12/31/98 15.55448515 15.55448515 0.0000 77.0021,197.726 -6.500 1,191.23 0.00 1,191.23 ===================================================== INCEPTION TO DATE: (Small Capitalization) 01/03/96 9.99962760 9.99962760 $1,000.00 100.004 12/31/96 11.89023915 11.89023915 0.501 99.503 -6.500 12/31/97 12.98671801 12.98671801 99.5031,292.224 1,547.73 0.00 1,547.73 12/31/98 15.55448515 15.55448515 0.0000 ===================================================== FUND NAME: Mid-Cap Growth Portfolio FUND NAME: Research Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \-----------Mid-Cap Growth Portfolio-------\-------Research Portfolio---\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 To FYE 10/07/94 To 12/31/98 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356164 1 4.2356164 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,209.33 $2,255.42 $1,218.20 $2,297.37 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 20.9332% 21.1698% 21.8203% 21.6982% \| ========== ========== ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Mid-Cap Growth Portfolio) 12/31/97 18.78886392 18.78886392 $1,000.00 53.223 12/31/98 22.84411133 22.84411133 0.0000 53.2231,215.832 -6.500 1,209.33 0.00 1,209.33 ===================================================== INCEPTION TO DATE: (Mid-Cap Growth Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 10/07/95 12.75769440 12.75769440 0.509 99.491 -6.500 10/07/96 15.70719994 15.70719994 0.414 99.077 -6.500 12/31/96 15.86037489 15.86037489 0.346 98.731 -6.500 12/31/97 18.78886392 18.78886392 0.000 98.7312,255.416 2,255.42 0.00 2,255.42 12/31/98 22.84411133 22.84411133 0.0000 ===================================================== 1-YEAR COMPUTATION: (Research Portfolio) 12/31/97 19.10516558 19.10516558 $1,000.00 52.342 12/31/98 23.27390218 23.27390218 0.0000 52.3421,218.203 0.000 1,218.20 0.00 1,218.20 ===================================================== INCEPTION TO DATE: (Research Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 10/07/95 12.21942913 12.21942913 0.532 99.468 -6.500 10/07/96 15.55712343 15.55712343 0.418 99.050 -6.500 12/31/96 16.06539189 16.06539189 0.340 98.710 -6.500 12/31/97 19.10516558 19.10516558 0.000 98.7102,297.367 2,297.37 0.00 2,297.37 12/31/98 23.27390218 23.27390218 0.0000 ===================================================== FUND NAME: Growth Portfolio FUND NAME: Growth & Income Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \----------- Growth Portfolio--\-------Growth & Income Portfolio----\ SEC TOTAL RETURN FORMULA: FYE 04/01/96 To FYE 04/01/96 12/31/98 12/31/98 12/31/98 12/31/98 ---------- ---------- ---------- ---------- Total return period: Beginning date 12/31/97 04/01/96 12/31/97 04/01/96 Ending date 12/31/98 12/31/98 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 2.7506849 1 2.7506849 Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,249.07 $1,626.29 $1,102.03 $1,699.64 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 24.9069% 19.3383% 10.2025% 21.2677% \| ========== ========== ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Growth Portfolio) 12/31/97 13.12119141 13.12119141 $1,000.00 76.213 12/31/98 16.47447469 16.47447469 0.0000 76.2131,255.569 -6.500 1,249.07 0.00 1,249.07 ===================================================== INCEPTION TO DATE: (Growth Portfolio) 04/01/96 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 11.44855749 11.44855749 0.495 99.505 -6.500 12/31/97 13.12119141 13.12119141 0.395 99.1101,632.786 -6.500 1,626.29 0.00 1,626.29 12/31/98 16.47447469 16.47447469 0.0000 ===================================================== 1-YEAR COMPUTATION: (Growth & Income Portfolio) 12/31/97 15.51473202 15.51473202 $1,000.00 64.455 12/31/98 17.19843946 17.19843946 0.0000 64.4551,108.525 -6.500 1,102.03 0.00 1,102.03 ===================================================== INCEPTION TO DATE: (Growth & Income Portfolio) 04/01/96 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 12.52260282 12.52260282 0.419 99.581 -6.500 12/31/97 15.51473202 15.51473202 0.378 99.2031,706.139 -6.500 1,699.64 0.00 1,699.64 12/31/98 17.19843946 17.19843946 0.0000 ===================================================== FUND NAME: Total Return Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Total Return Portfolio-----\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 to 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356126 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,098.25 $1,624.41 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 9.8250% 12.1358% \| ========== ========== SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Total Return Portfolio) 12/31/97 16.30914871 16.30914871 $1,000.00 61.315 12/31/98 18.01762011 18.01762011 0.0000 61.3151,104.750 -6.500 1,098.25 0.00 1,098.25 ===================================================== INCEPTION TO DATE: (Total Return Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 12/31/96 13.63035759 13.63035759 0.399 99.601 -6.500 12/31/97 16.30914871 16.30914871 99.6011,624.415 -6.500 1,624.41 0.00 1,624.41 12/31/98 18.01762011 18.01762011 0.0000 ===================================================== FUND NAME: Global Fixed Income Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 \------Global Fixed IncomePortfolio--\ SEC TOTAL RETURN FORMULA: FYE 10/07/94 to 12/31/98 12/31/98 ---------- ---------- Total return period: Beginning date 12/31/97 10/07/94 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 1 4.2356126 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestment of all dividends and distributions (ERV) $1,100.83 $1,314.94 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 10.0835% 6.6774% \| ========== ========== SERIES 100 - 135 Basis Points (24) ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- 1-YEAR COMPUTATION: (Global Fixed Income Portfolio) 12/31/97 12.02027070 12.02027070 $1,000.00 83.193 12/31/98 13.31043402 13.31043402 0.0000 83.1931,107.335 -6.500 1,100.83 0.00 1,100.83 ===================================================== INCEPTION TO DATE: (Global Fixed Income Portfolio) 10/07/94 10.00000000 10.00000000 $1,000.00 100.000 -6.500 12/31/95 11.60420749 11.60420749 0.650 99.350 -6.500 12/31/96 12.06182826 12.06182826 0.560 98.790 -6.500 12/31/97 12.02027070 12.02027070 0.000 98.790 -6.500 12/31/98 13.31043402 13.31043402 0.0000 98.7901,314.936 1,314.94 0.00 1,314.94 ===================================================== FUND NAME: PIMCO High Yield Bond Portfolio FUND NAME: PIMCO StocksPlus Growth & Income Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \---High Yield Bond Portfolio--\ \StocksPlus Growth & Income Portfolio\ SEC TOTAL RETURN FORMULA: FYE 05/01/98 To 05/01/98 To 12/31/98 12/31/98 ----------- ---------- Total return period: Beginning date 05/01/98 05/01/98 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 0.6684932 0.6684932 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestme of all dividends and distributions (ERV) $993.92 $1,105.01 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -0.9086% 16.1107% \| ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- INCEPTION TO DATE: (PIMCO High Yield Bond ) 05/01/98 10.00000000 10.00000000 $1,000.00 100.000 12/31/98 10.00416667 10.00416667 100.0001,000.417 -6.500 993.92 0.00 993.92 ===================================================== INCEPTION TO DATE: (PIMCO StocksPlus Growth & Income) 05/01/98 10.00000000 10.00000000 $1,000.00 100.000 12/31/98 11.11511323 11.11511323 100.0001,111.511 -6.500 1,105.01 0.00 1,105.01 ===================================================== FUND NAME: Developing World Portfolio FUND NAME: Growth Opportunities Portfolio AVERAGE ANNUAL TOTAL RETURN COMPUTATION QE: 12/31/98 SERIES 100 - 135 Basis Points (24) - ------------------------------------------------------------------ --------------------------- \-----------Developing World Portfolio-\ \-Growth Opportunities Portfolio\ SEC TOTAL RETURN FORMULA: FYE 02/18/98 To 02/18/98 To 12/31/98 12/31/98 ------------ ---------- Total return period: Beginning date 02/18/98 02/18/98 Ending date 12/31/98 12/31/98 Number of years (expressed as a deci (N) 0.8657534 0.8657534 Maximum current sales load (%) 0.00% 0.00% Assumed initial investment (P) $1,000 $1,000 Ending redeemable value (assuming reinvestme of all dividends and distributions (ERV) $722.16 $959.27 Calculated average annual total retu (T) N ERV = P (1 + T) , and also: _______ | T = N|(ERV/P) - 1 -31.3383% -4.6894% \| ========== ========== ---- ------------------------------------------------------ --------------------------- ENDING ENDING ENDING REDEEMABLE REDEEMABLE REDEEMABLE /----------# OF SH VALUE NON ASSE VALUE VALUE TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE - -------- ---------- ---------- --------------------------------------------------------------------------------------- INCEPTION TO DATE: (Developing World ) 02/18/98 10.00000000 10.00000000 $1,000.00 100.000 12/31/98 7.28662963 7.28662963 100.000 728.663 -6.500 722.16 0.00 722.16 ===================================================== INCEPTION TO DATE: (Growth Opportunities) 02/18/98 10.00000000 10.00000000 $1,000.00 100.000 12/31/98 9.65771063 9.65771063 100.000 965.771 -6.500 959.27 0.00 959.27 =====================================================
EX-99.B15 31 POWERS OF ATTORNEY EXHIBIT 15 ING VARIABLE ANNUITIES POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being duly elected Directors and/or Officers of Golden American Life Insurance Company ("Golden American"), constitute and appoint Myles R. Tashman, and Marilyn Talman, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her in his or her name, place and stead, in any and all capacities, to sign the following Golden American registration statements and current amendments to registration statements, and to file the same, with all exhibits thereto, on or before May 3, 1999, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and affirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. o Post-Effective Amendment currently designated #3 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-28769; 811-5626) o Amendment currently designated #5 to Golden American's Registration Statement on Form S-1 (No. 333-28765) o Post-Effective Amendment currently designated #12 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 33-59261; 811-5626) o Amendment currently designated #3 to Golden American's Registration Statement on Form S-1 (No. 333-51353) o Post-Effective Amendment currently designated #3 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-28679; 811-5626) o Golden American's Registration Statement on form S-1 o Post-Effective Amendment currently desigated #5 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333- 28755; 811-5626) o Amendment currently designated #3 to Golden American's Registration Statement on Form S-1 (No. 333-65009) o Post-Effective Amendment currently designated #1 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333- 66757: 811-5626) o Amendment currently designated #3 to Golden American's Registration Statement on Form S-1 (No. 333-66745) o Post-Effective Amendment currently designated #29 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 33-23351; 811-5626) o Post-Effective Amendment currently designated #23 to Separate Account A of Golden American's Registration Statement on Form N-4 (Nos. 33-23458; 811-5627) SIGNATURE TITLE DATE - --------- ----- ---- /s/Barnett Chernow Director and President April 9, 1999 - --------------------- Barnett Chernow /s/Myles R. Tashman Director, Executive Vice April 8, 1999 - --------------------- President, General Counsel Myles R. Tashman and Secretary /s/R. Brock Armstrong Director April 12, 1999 - --------------------- R. Brock Armstrong /s/Michael W. Cunningham Director April 8, 1999 - --------------------- Michael W. Cunningham /s/Linda B. Emory Director April 9, 1999 - --------------------- Linda B. Emory /s/Phillip R. Lowery Director April 8, 1999 - --------------------- Phillip R. Lowery /s/E. Robert Koster Senior Vice President and April 7, 1999 - --------------------- Chief Financial Officer E. Robert Koster 1475 Dunwoody Drive GOLDEN SELECT SERIES West Chester, PA 19380 Issued by Golden American Life Insurance Company EX-99.B16 32 SUBSIDIARIES OF ING GROEP N.V. EXHIBIT 16 ING Bank N.V. Alegron Belegging B.V. ING Bank Ukraine ING Baring Securities (Romania) S.A. Amsterdam Exchanges N.V. Argencontrol Artolis B.V. Assurantiebedrijf ING Bank N.V. Assurantiekantdoor Honig & Hageman BV Noordster V.O.F. Volmachtbedrijf ING Bank B.V. Atlas Investeringsgroep N.V. Atlas Investors Partnership III C.V. B.V. Gemeenschappelijk Bezit Aandelen Necigef Bank Brussels Lambert S.A. ING Bank (Belgium) N.V./S.A. Bancard Company S.A. Cooperation Liquidation Terme Bourse S.C. Europay Belgium S.C. Institut De Reescompte S.C. Societe Belge D' Investissement International S.C. Society for Worldwide Interbank Financial Telecommunication S.C. Visa Belgium SC Bank Mendes Gans NV B.V. Deelnemings En Financieringsmaatschappij "Nova Zembla" B.V. Trust En Administratiekantoor Van Bank Mendes Gans N.V. Bank Mendes Gans Effectenbewaarbedrijf N.V. Brenko B.V. Cabel B.V. Handamar N.V. Handamar Corporation Intervest B.V. Intervest PPM B.V. Bank Slaski S.A. W Katowicach *Rodkowoeropejskie Centrum Ratingu I Analiz S.A. Bankowe Przedsi*Biorstwo Telekom. Telebank S.A. BSK Konsulting SP Z.O.O. BSK Leasing S.A. Centralna Tabela Ofert S.A. Dom Maklerski BSK S.A. Gie*Da Papierow Warto*Clowych S.A. ING BSK Asset Management S.A. Krajowa Izba Rozliczeniowa S.A. Biuro Informacji Kredytowe S.A. Mi*Dzvnarodowa Szko*A Bankowo*Ci I Finansow SP Z.O.O. Society for Worldwide Interbank Financial Telecommunication S.C. Banque Baring Brothers (Suisse) S.A. Benelux Investment Fund B.V. Berliner Handels - Und Frankfurter Bank A.G. Buenos Aires Equity Investments N.V. Emprendimiento Recoleta S.A. (ERSA) BPEP Holdings Limited Baring Asia (GP) Limited Baring European Fund Managers Limited Baring Latin America GP Limited Baring Latin America Partners Limited Baring Private Equity Partners (Asia) PTE. Limited Baring Private Equity Partners (China) Limited ING Barings Private Equity (China) Limited ING BPE (China) Advisers Limited Baring Private Equity Partners (India) Limited Baring Private Equity Partners GMBH Baring Private Equity Partners Limited Baring Venture Partners GMBH Baring Venture Partners S.A BHB Management Limited BPEP General Partner I Limited BPEP General Partner II Limited BPEP Management (UK) Limited BPEP Nominees Limited Quartz Capital Partners Limited Transtech Limited BCEE Advisers Limited BCEF Advisers Limited BHR Management Limited BI Advisers Limited Blac Holdings Inc. Blac Corp. Incorperated BPEP Management Limited Baring Mexico (GP) Limited Baring Private Equity Partners Espana S.A. Baring Private Equity Partners Mexico S.C. BVP Mexico S.A. Cavendish Nominees Limited BPEP Participations Limited Baring Vostok Capital Partners Limited Baring Vostok Fund Managers Limited ESD Managers Limited Easdaq S.A. International Private Equity Services Limited Polytechnos Venture Partners GMBH BVP Holdings Limited Baring Capricorn Ventures Limited Baring Communications Equity Limited BCEA Advisers Limited BCEA Management PTE. Limited Capricorn Venture Fund N.V. Procuritas Partners KB PAB Partner AB BVP Management Limited Capricorn Venture Partners N.V. Czech Venture Partners S.R.O. CI European Limited SCGF Advisers Limited BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis B' BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis' Amsterdamse Poort III B.V. Bijlmerplein Leasing BV Foppingadreef Leasing B.V. BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis A' BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis C' Grondpoort III B.V. C.V. Exploitatiemaatschappij Tunnel Onder De Noord Cardona B.V. Cedel International S.A. Centrum Cocarde B.V. Cene Bankiers N.V. Administratie & Trustkantoor Beleggingsfonds Protestants Nederland BV Amsterdam Exchanges N.V. Arma Beheer B.V. Beheer Administratie en Beleggingsmaatschappij Kant B.V. Bewaarbedrijf Cene Bankiers B.V. BV Algemene Beleggingsmaatschappij Cene Bankiers N.V. Beheermaatschappij Jansen Groenekan B.V. Copar B.V. Fidele Management B.V. Flexibel Beheer Utrecht B.V. Hercules Beheer B.V. Langosta B.V. Mercurius Beheer B.V. Nivo Investments B.V. Remazon B.V. Cene Bankiers Holdings N.V. Cene Asset Management N.V. Cene Management N.V. Tawny Owl Investment Company N.V. Cene Verzekeringen B.V. N.V. Instituut Voor Ziekenhuisfinanciering Utrechtse Participatiemaatschappij B.V. Cofiton B.V. Sterling Developments B.V. Brooks Equities Inc. Location 3 Ltd. SDC Properties Inc. Tripolis Vastgoed B.V. Tripolis A C.V. Tripolis B C.V. Tripolis C C.V. Combdring B.V. Compensadora Electronica S.A. Computer Centrum Twente B.V. Corporacion Financiera ING (Colombia) S.A. Credit Commercial De France S.A. Depositary Company ING Bank B.V. Destara B.V. ING Bank Ukraine ING Baring Securities (Romania) S.A. Effectenbeursvennootschap Van Brussel C.V. Effectenbewaarbedrijf ING Bank N.V. Euroclear Clearance System Public Limited Company European Investment Fund (Center 757) European Investment Fund (Center 920) Extra Clearing B.V. Amsterdam Exchanges N.V. Extra Clearing GMBH YVOF Floorbrokers B.V. Easdaq S.A. Financial Advisory & Consultancy Services B.V. Owen Stanley Financial S.A. Financial Facilities Management B.V. Finemij B.V. Gabela Belegging B.V. Hamgia Beheer B.V. ING Bank Urkraine ING Baring Securities (Romania)S.A. Ingvest III B.V. Institucion Financiera Externa Middenbank Curacao N.V. (Uruguay) Interbank On-Line System Limited International Bankers S.A. Interpay Nederland B.V. Interunion Bank (Antilles) N.V. Interadvies N.V. Administratiekantoor De Leuve BV Crediet Service Bank B.V. Incassobureau Fiditon BV NV Nationale Volksbank Arenda B.V. Spaarfondsen Beheer B.V. Spaarfondsen Bewaar B.V. Welvaert Financieringen NV Welstand B.V. Internationale Nederlanden (U.S.) Funding Corporation ING (U.S.) Financial Holdings Corporation ING (U.S.) Capital Financial Holdings LLC ING (U.S.) Capital LLC ING (U.S.) Capital Management Company LLC ING (U.S.) Investment Corporation Alliance Precision Plastics Corporation Nitrogen Products, Inc. ING Furman Selz Asset Management LLC FSIP LLC Taurus Partners, L.P. The Corner Fund, L.P. Fairway Capital Partners, L.P. Anvers, L.P. Anvers II, L.P. Artemis Partners, L.P. Furman Selz Capital Management LLC Delta Asset Management NorthStar Asset Management ING Capital Advisors, LLC ING Capital Advisors Portfolio Management Corp. ING Capital Senior Secured High Income Fund, L.P. ING Emerging Markets Investors LLC ING Emerging Partners L.P. ING Equity Holdings, Inc. ING Equity Partners L.P. ING Realty Services, Inc. ING (U.S.) Financial Services Corporation ING Baring Grupo Financiero (Mexico) S.A. De C.V. ING Inmobiliaria (Mexico) S.A. de C.V. ING Bank (Mexico) S.A. ING Baring (Mexico), S.A. de C.V., Casa de Bolsa ING Baring (U.S.) Financial Holdings LLC ING Baring (U.S.) Capital Markets, LLC ING Baring (U.S.) Capital LLC ING (U.S.) Latin American Capital LLC Internationale Nederlanden (U.S.) Real Estate Finance, Inc. 1996 Olympic Corporation California Acquisition Partners I Coast Atlantic, Inc. Highridge ING Atlantic L.P. Apache Investments, Inc. Kokopelli Associates, Ltd. Blue Sky Properties Inc. Montague Court, LLC Calprop Portfolio, Inc. The Center at San Marcos Corporation Crow's Nest Corporation Genesee Corporation Algerine Inc. Genreo Corporation Northern Springs Portfolio, Inc Laketon Corporation Lucre Lake Corporation ING Real Estate Investors, Inc. Little Muddy Creek Corporation FN Realty Advisors, Inc. Mountain AMD L.P. First Ohio Service Corporation 5850 Corporation Colrad Development Corp. Evergreen Valley Development LFS Capital Corporation Lisle Center, Inc. Spectrum Holdings, Inc. Cardinal Mortgage Corporation E.N. One, Inc. Fairfield Village Mortgage Corporation Lincoln Ventures Corporation Pathway Lands Incorporated Amarak II Investments Corporation Pimco Corporation Baloo Corporation Can II, LLC Cap II Foreclosure Corporation Penn Mar Associates, LLC Calprop II Portfolio, Inc. Clear River Associates, Inc. Amarak Investments Corporation Great Lakes Management, Inc. Canadian Ventures I L.P. Falcon Gate, Inc. Long Ears Corporation Pleasantlake Corporation S G Investors Corporation Southgate Plaza, LLC Ventura Ridge Associates, Inc. Triangle Development Corporation 39 Vestry LLC Tech Air Corporation ING Barings Real Estate Acquisition Company Pentagon Parkway Corporation Artis Realty Advisors, Inc. Coconut Corp. Promontory Point, Inc. Promontory Point Partnership Seagate Development Corporation Able Gateway Plaza, LLC Mountain Creek Investors, Inc. Mountain Creek Company, LLC Telluride Mountain Village Ventures, LLC Nashpike Corporation Velocity One Inc. B&I Associates, LLC Brookhollow Associates, L.P. Courtyard Plaza Associates, L.P. Glen Harbor Associates, LLC Hightree Associates, LLC Lakebridge Partners, L.P. Kent Hospitality Associates, L.P. Northern Springs Limited Partnership Ventura Hospitality Partners, L.P. 40 East Associates, L.P. Springfield Corporate Center, LLC Fountain Park Partners, L.P. Westmoreland Associates, L.P. Green Neck, LLC Mallard Cove Investors, LLC Calshops, LLC BHI-Dover VII, L.P. BHI-Dover VIII, L.P. BHI-Dover X, L.P. BHI-Dover XI, L.P. Brickyard Investors, L.P. Eastgate Hospitality Partners, L.P. Festival Pasadena Associates, L.P. Golden Bear Homes I, L.P. Golden Bear Homes II, L.P. Golden Bear Homes III, L.P. Golden Bear Homes IV, L.P. SPA Partners, L.P. Miami Bay Hospitality Associates, L.P. Royal River Partners, L.P. Wildewood Holdings, LLC Madramp, LLC 201 Madison, LLC RTC Commercial Assets Trust, NP3-3 Boulders Phoenician Limited Partnership CPR Investments, Inc. Phoenician Investments, L.P. Wisconsin Option Inc. Hammer & Nails, Inc. RIB Residential LLC RBG Residential Investors, LLC RBG XXXV Corp. Centerline/RBG XXXV, L.P. RB Florida Partners, L.P. Center VII Corporation Center VIII Corporation Center X Corporation Fountain Park Corporation Royal Falls Corporation Woodward Investors Corporation Woodward First National LLC Qualco, Inc. Quality Fifth Avenue Hotel Associates, LLc Fifth Avenue Hospitality Associates, LLC Baldco, Inc. Sleepy Lake Corporation High Flyer Corporation Airport One Investors, LLC Lower Westside Development Corp. 359 West 11th Street, LLC Velocity Two, Inc. Baldwin Hospitality, LLC Sleepy Lake Partners, L.P. ING Merger Inc. Furman Selz Trust Company Furman Selz (Ireland) LLC Furman Selz Financial Services Unlimited Furman Selz Advisors LLC Furman Selz Capital LLC Furman Selz Management (BVI) Ltd. Furman Selz Investments LLC Furman Selz Investors, L.P. Furman Selz SBIC Investments LLC Furman Selz SBIC, L.P. ING Baring Furman Selz LLC Furman Selz Investment II Furman Selz Investors II, L.P. Furman Selz Parallel Fund Artisan Investment Management LLC Michelangelo Partners, L.P. Total Resources LLC Furman Selz Resources LLC Furman Selz Financial Services LLC Furman Selz Merchant Capital LLC Furman Selz Ventures, L.P. Karnak Partners, L.P. Saugatuck Partners, L.P. Crestwood Capital Partners, L.P. Crestwood Capital Partners II, L.P. Bridgewood Capital Partners, L.P. ING TT&S (U.S.) Holdings Corporation ING TT&S (U.S.) Securities, Inc. ING (U.S.) Securities, Futures & Options Inc. ING TT&S (U.S.) Capital Corporation Furman Selz Proprietary, Inc. ING (U.S.) Capital Investors Holdings, Inc. ING (U.S.) Capital Securities, Inc. Brecco, Inc. FSIC LLC Mutual Fund Funding 1994-1 Pacifica Funds Distributor, Inc. Furman Selz Residential Funding LLC FS Trust Company ING Bank (Chile) S.A. Edibank S.A. Sociedad Interbancaria De Depositos De Valores S.A. ING Bank (Eurasia) ING Bank (Hungary) Rt. Giro Elszamolasforgalmi Rt. ING Duna Ingatlanhasznositc KFT ING Bank (Luxembourg) S.A. CMF Advisory S.A.H. Euromix Advisory S.A.H. ING Bank Luxfund Management S.A. ING International Advisory S.A.H. ING International II Advisory S.A.H. ING Bank (Schweiz) A.G. Kredietbank S.A. Luxembourgeoise ING Bank (Uruguay) S.A. Bolsa Electronica De Valores Del Uruguay S.A. Compania Uruguaya De Medios De Procesamiento S.A. Red. De Intercomunicacion De Alta Seguridad S.R.L. ING Bank of Canada ING Bank Corporate Investments B.V. Entero B.V. Eruca Belegging B.V. ING Bank Mezzaninefonds B.V. ING Bank Participatie PPM B.V. MKB Beleggingen B.V. MKB Vliehors II B.V. Wijkertunnel Beheer II B.V. Wijkertunnel Beheer II Management B.V. MKB Vliehors III B.V. Small Business Publishing B.V. N&M Holding N.V. ING Bank Dutch Fund N.V. ING Bank Fondsen Beheer B.V. ING Bank Geldmarkt Fonds N.V. ING Bank Global Custody UK Nominees Limited ING Bank Global Fund N.V. ING Bank Guldem Fonds N.V. ING Bank I.T. Fund N.V. ING Bank Luxfund Management S.A. ING Bank Middutch Fund N.V. ING Bank Obligatie Fonds N.V. ING Bank Rentegroei Fonds N.V. ING Bank Spaardividend Fonds N.V. ING Bank Vastgoed Fonds B.V. ING Bank Verre Oosten Fonds N.V. ING Baring Capital Markets (C.R.), A.S. ING Baring Financial Products ING Baring Holding Nederland B.V. Atlas Capital (Thailand) Limited ("Atlas") ING Baring Securities (Thailand) Limited ING Baring Holdings Limited Baring Asset Management Holdings Ltd. Baring Asset Management Ltd. Baring International Investment Limited Baring International Investment Management Holdings Ltd. Baring Asset Management Inc. Baring International Investment (Canada) Limited Baring International Investment Management Limited Baring Asset Management Holdings Inc. Baring Asset Management UK Holdings Limited Baring Asset Management (Asia) Holdings Limited Austin Assets Limited Baring Asset Management (Asia) Limited Baring Asset Management (Australia) Limited Baring Asset Management (Japan) Limited Baring International Fund Managers (Bermuda) Limited Baring International Fund Managers Limited Baring International Investment (Far East) Limited Baring Pacific Investments Limited Baring Asset Management (C.I.) Limited Baring International Fund Managers (Ireland) Ltd. Baring Investment Services Inc. Baring Mutual Fund Management S.A. European and Asian Fund Management S.A. Baring Investment Management Ltd. Baring Quantative Management Ltd. Baring Global Fund Managers Limited Baring Private Asset Management Ltd. Baring Fund Managers Limited Baring Managed Funds Services Ltd. Baring Private Investment Management Ltd. Baring Trust Company Ltd. Baring Trustees (Guernsey) Limited Arnold Limited International Metal Trading Limited Barings (Isle of Man) Limited Control Management Limited Doyle Administration Limited International Metal Trading Limited ING Trust (Jersey) Ltd Saline Nominees Limited Truchot Limited Vivian Limited Barings (Guernsey) Limited Barfield Nominees Limited Barings Ireland Limited Guernsey International Fund Managers Limited Arnold Limited International Metal Trading Limited Control Management Limited Doyle Administration Limited International Metal Trading Limited International Fund Managers (Ireland) Ltd. International Securitisation Managers (Ireland) Ltd Saline Nominees Limited Truchot Limited Vivian Limited International Fund Managers UK Ltd. Ravensbourne Registration Services Ltd. Barings Investment Services Limited Baring Brothers Holdings Limited Baring (U.S.) Holdings Limited Abbotstone Investment Company Limited Baring Brothers Limited Baring Brothers (Finance) Limited Baring Brothers Argentina S.A. Baring Brothers International Limited Barings C.F. Holdings Limited B.B.A.H. Pty Limited Baring Brothers Burrows & Co. Limited Baring Brothers Burrows Securities Limited SAIPH Pty Limited BBHP Pty Limited Baring Brothers (Deutschland) GMBH Baring Brothers International GMBH Baring Brothers (Espana) S.A. Barings Brothers (Italia) SRL Baring Properties (London Wall) Limited Baring Properties Limited Outwich Finance Limited Outwich Limited Baring Warrants PLC Barings France S.A. Barings Nominees Limited Bishopscourt Holdings Limited Bishipscourt Leasing (Holdings) Limited Bishopscourt Asset Leasing Limited Bishopscourt Equipment Leasing Limited Bishopscourt Industrial Finance Limited Bishopscourt Limited Bishopscourt Securities Limited BVC Nominees Limited Cotton Nominees Limited ING Baring International Advisers Limited ING Baring Services (Eastern Europe) Limited ING Baring Services Limited The Mortgage Acceptance Corporation (Holdings) Limited The Mortgage Acceptance Corporation Limited Yealme Securities Limited ING Baring Financial Products ING Baring Securities Holdings Limited ING Baring Securities Limited ING Baring Securities (Andean Pact) Ltda ING Barings Peru S.A. ING Baring Securities Services Limited Baring Securities (Property Services) Ltd BS Property Services (Japan) Limited ING Baring Data Limited INGB Dormant Holding Company Limited Baring Securities (London) Limited Baring Securities (OTC Options) Limited ING Baring Management Services PTE Ltd ING Baring Research Limited ING Baring Securities (Overseas) Ltd. ING Baring Securities Management Services (Hong Kong) Ltd Maketravel Limited INGB Securities (International) Holdings Limited Baring Securities (Financial Services) Limited Barsec (International) Limited Baring Nominees (Australia) Pty Ltd Baring Research S.A. De C.V. Baring Securities (Australia) Limited Baring Securities (France) S.A. Baring Securities Pakistan (Private) Limited Barings Mauritius Limited ING Barings India Private Limited ING Baring Securities (India) Pvt. Ltd. Celtec Holdings S.A. ING Baring Corretora De Valores Mobiliarios S.A. Corinvest Limited Epcorp Limited Galax Limited Dropny B.V. ING Baring Chile Limitada ING Baring International PTE Ltd ING Baring Operational Services (Taiwan) Limited ING Baring Securities (Andean Pact) Ltda ING Baring Securities (Hong Kong) Ltd ING Baring Far East Nominees Limited ING Baring Securities (Philippines) Inc. ING Baring Securities (Singapore) PTE Ltd ING Baring Nominees (Singapore) PTE Ltd ING Baring Research (Malaysia) SDN. Bhd. ING Baring Securities (Taiwan) Limited (SICE) ING Baring Securities, Argentina S.A. ING Baring South Africa Limited ING Barings Southern Africa (Proprietary) Ltd Anodyne Nominees (Proprietary) Limited ING Barings Peru S.A. ING Futures & Options (Hong Kong) Limited ING UK Capital Limited Lokmaipattana Co. Limited PT ING Baring Securities Indonesia INGB Securities Client Services Limited Aliwall Limited Barings Securities Nominees Limited Brunera Limited Cereus Limited Dianthus Limited Eranthis Limited Francoa Limited Grassmere Limited Leacroft Limited Mountbatten Limited ING Baring Securities (Japan) Limited ING Baring Securities (Thailand) Limited ING Baring Investment (Eurasia) Zao ING Baring Securities (Hungary) Rt. ING Baring Securities (Poland) Holding B.V. ING Baring Securities (Romania) S.A. ING Baring Securities (Slovakia), S.R.O. Proctor & Gamble S.R.O. ING Barings Ecuador Casa De Valores S.A. ING BSK Asset Management S.A. ING Capital Markets (Hong Kong) Limited ING Compania De Inversiones Y Servicios Limitada Bolsa Electronica De Chile, Bolsa De Valores S.A. CISL Aruba A.E.C. ING Consultants Co., Ltd. ING Derivatives (London) Limited Belgian Futures & Options Exchange London Clearing House Limited Liffe (Holdings) PLC The International Petroleum Exchange of London Limited ING Empreendimentos E Participacaos Ltda. Guilder Corretora De Valores Mobiliarios S/A ING Guilder Distribuidora De Titulos E Valores Mobiliarios S/A ING Investment Management Ltda. ING Servicos Ltda. ING Finance (Ireland) Ltd ING Forex Corporation ING Futures & Options (Singapore) PTE Ltd ING Inversiones, Ltda. Corporacion Financiera ING (Colombia) S.A. ING Investment Management Holdings (Antilles) N.V. ING Lease Holding N.V. CW Lease Belgium NV CW Finance N.V. CW Lease Luxembourg S.A. Dealer Lease Service Belgium N.V. CW Lease Nederland BV Autolease OSS B.V. CW Finance N.V. CW Lease Belgium NV CW Finance N.V. CW Lease Luxembourg S.A. Dealer Lease Service Belgium N.V. CW Lease France S.N.C. CW Lease Luxembourg S.A. Dealer Lease Service Belgium N.V. Gothia Estate II B.V. Westment II B.V. International Driver Service B.V. Schade Herstel Bedrijf B.V. ING Aircraft Lease B.V. Fokker Brasil B.V. ING Lease (Belgium) N.V. Real Estate Lease SPC 1 N.V. Savin Lease N.V. ING Lease (Espana) EFC, SA ING Lease (France) S.A. ING Lease (France) S.N.C. ING Lease (Italia) SPA ING Lease (Nederland) B.V. Blauwe IRM B.V. Graphic Lease B.V. Groen Lease B.V. GIL 1997 (Windkracht) B.V. ING Lease Vastgoed B.V. Newco-One Corp. Ship Lease International B.V. ZIL '96 B.V. ING Lease (Polska) ING Lease Holding (Deutschland) GMBH CW Lease Deutschland GMBH CW Lease Berlin GMBH ING Lease Deutschland GMBH IFSC Beteiligungsgesellschaft GMBH ING Lease (Berlin) GMBH ING Lease Kran und Schwertransport GMBH ING Leasing Besitzgesellschaft MBH ING Leasing Geschaeftsfuhrungsgesellschaft MBH ING Leasing Gesellschaft Fur Beteiligungen MBH ING Leasing GMBH & Co. Golf KG ING Leasing GMBH & Co. Juliett KG ING Leasing Treuhandsgeselschaft GMBH ING Leasing Verwaltungsgesellschaft GMBH Uta Finanz und Leasing GMBH ING Lease Holdings (UK) Limited CW Lease UK Ltd CW Finance Ltd. Leasing Principals Limited ING Lease (UK) Limited ING Farm Finance Limited ING Farm Finance (June) Limited ING Farm Finance (March) Limited ING Farm Finance (September) Limited ING Lease (UK) Nine Limited ING Lease (UK) Six Limited ING Lease (UK) Three Limited MKL Rentals Limited ING Lease Interfinance B.V. CW Lease France S.N.C. ING Lease (Italia) SPA Real Estate Lease SPC 1 N.V. Runoto Belgium N.V. Diamond Lease ING Lease International Equipment Finance B.V. ING Aviation Lease B.V. Air Finance Holland B.V. Aviation Service Holland B.V. ING Lease (Far East 2) B.V. ING Lease (Far East) N.V. ING Lease (Ireland) B.V. ING Lease (France) S.N.C. ING Lease Structured Finance B.V. Esbelto B.V. Green Assets B.V. Hirando B.V. Hokabe Lease B.V. ING Bank Geldmarkt Fonds Beheer B.V. ING Lease Milieu B.V. Quadralock 2 B.V. SFING Europe B.V. Tropelia B.V. Virgula B.V. ING Lease International Equipment Management B.V. Air Finance Amsterdam B.V. Air Holland Leasing II B.V. ING (Holland Aircraft Lease) B.V. ING Lease Aircraft B.V. ING Lease Delaware, Inc. Noord Lease B.V. Postbank-Lease B.V. Renting De Equipos E Inmuebles SA Runoto Leasing BV Runoto Belgium N.V. Diamond Lease ING Mercantile Mutual Bank Limited ING Merchant Bank (Singapore) Limited Export Credit Insurance Corporation of Singapore Ltd ING Asset Management (Singapore) Ltd ING Nominees (Singapore) PTE Ltd ING Participation Dalrybbank B.V. ING Private Banking Beheer B.V. ING Bank Vastgoed Management B.V. ING Securities (Eurasia) Zao ING Servicios, C.A. ING Sociedad De Bolsa (Argentina), S.A. Mercado De Valores De Buenos Aires S.A. ING Sviluppo Sim S.P.A. ING Trust B.V. Ingress N.V. ING Management (Hong Kong) Ltd ING Nominees (Hong Kong) Ltd ING Trust (Antilles) NV Formid Management N.V. ING (Antilles) Portfolio Management N.V. Monna NV Jet NV Simbad N.V. ING Trust (Aruba) N.V. ING Trust (BVI) Ltd. ING Trust (Luxembourg) S.A. ING Trust (Nederland) B.V. ING Bank (Eurasia) ING Bank (Luxembourg) S.A. CMF Advisory S.A.H. Euromix Advisory S.A.H. ING Bank Luxfund Management S.A. ING International Advisory S.A.H. ING International II Advisory S.A.H. ING Baring Securities (Romania) S.A. ING Holdings Empreendimentos Participacao Ltda. Guilder Corretora De Valores Mobiliarios S/A Management Services ING Bank B.V. ING Bank (Eurasia) ING Baring Investment (Eurasia) Zao ING Securities (Eurasia) Zao Muteka BV ING Trust (Suisse) AG Trust Maatschappij ING Bank B.V. Anorga B.V. Corpovea B.V. N.V. Balmore Vastgoed U.S.A. Den Hamer Beheer B.V. Diagonac B.V. Henry F. Holding B.V. ING Aconto N.V. N.V. Balmore Vastgoed U.S.A. Mijcene B.V. Vitigudino B.V. N.V. Balmore Vastgoed U.S.A. N.V. Balmore Vastgoed U.S.A. Paramito B.V. Rescit I BV Storeria B.V. Tuvor B.V. Vitigudino B.V. N.V. Balmore Vastgoed U.S.A. Vitigudino B.V. N.V. Balmore Vastgoed U.S.A. Westward Capital II B.V. ING Valores (Venezuela) C.A. ING Vastgoed B B.V. ING Real Estate (BHS) B.V. ING Real Estate International Development B.V. Holland Park Sp. Zoo ING Real Estate Iberica SL ING Real Estate International Development (Liege) B.V. ING Real Estate Sp. Zoo ING Real Estate Vasco Da Gama B.V. London & Amsterdam Properties Ltd London and Amsterdam Development Ltd. London & Amsterdam Properties Ltd MBO Camargo SA Inmolor SA MBO La Farga SA Hospitalet Center, SL MBO Morisson Ltd Warsaw I B.V. 1300 Connecticut Avenue Joint Venture Ltd ING Real Estate International Investment II B.V. ING Real Estate International Investment III B.V. ING Vastgoed Financiering N.V. Bedrijfsgebouw MBO - Riho C.V. Groeneveld MBO C.V. M.B.O. Vastgoed Lease B.V. Lindenburgh C.V. Maria Hove C.V. MBO Brova C.V. MBO North America Finance B.V. Residential Financial Development LLC ING Vastgoed Fondsen B.V. Winkelfonds Nederland Management B.V. ING Vastgoed Ontwikkeling B.V. Amsterdamse Poort Holding IV B.V. Amsterdamse Poort IV B.V. Grondpoort IV B.V. Amsterdamse Poort II B.V. BV Bedrijvenpark G.P. CV Bedrijvenpark G.P. Grondpoort II B.V. Gulogulo B.V. Antibes Holding B.V. ING Vastgoed Arena B.V. Muller Bouwparticipatie B.V. V.O.F. Winkelcentrum Markt Noorderpromenade Drachten MBO - Ruijters B.V. Holding 'T Loon B.V. Vastgoed 'T Loon B.V. Wolfstreet Holding B.V. Wolfstreet B.V. Wolfstreet Grond B.V. MBO Brinkstraat Holding B.V. MBO Brinkstraat B.V. MBO Brinkstraat Grond B.V. MBO Catharijnesingel Holding B.V. MBO Catharijnesingel B.V. MBO Catharijnesingel Grond B.V. MBO De Centrale Holding B.V. MBO De Centrale B.V. MBO De Centrale Grond B.V. MBO Dommelstaete Holding B.V. MBO Dommestaete B.V. MBO Emmasingel Holding B.V. MBO Emmasingel B.V. MBO Emmasingel Grond B.V. MBO Guyotplein Holding B.V. MBO Guyotplein B.V. MBO Guyotplein Grond B.V. MBO Kousteensedijk Holding B.V. MBO Kousteensedijk B.V. MBO Kousteensedijk Grond B.V. MBO Kruseman Van Eltenweg Holding B.V. MBO Kruseman Van Eltenweg B.V. MBO Kruseman Van Eltenweg Grond B.V. MBO Marienburg B.V. Marienburg V.O.F. MBO Martinetsingel Holding B.V. MBO Martinetsingel B.V. MBO Martinetsingel Grond B.V. MBO Oranjerie Holding B.V. MBO Oranjerie B.V. MBO Oranjerie Grond B.V. MBO Pleintoren Holding b.V. MBO Pleintoren BV MBO Pleintoren Grond BV MBO Via Catarina B.V. Via Catarina "Empredimentos Imobiliarios" SA MBO Walburg Holding B.V. MBO Walburg B.V. MBO Walburg Grond B.V. MBO Willem II Singel Holding B.V. MBO Willem II Singel B.V. MBO Willem II Singel Grond B.V. Q-Park Bovenmaas I B.V. Q-Park N.V. Q-Park Nederland B.V. Q-Park Exploitatie B.V. Q-Park De Bijenkorf B.V. Q-Park Beheer B.V. Q-Park Brabant B.V. Q-Park Reserve I B.V. Q-Park Byzantium B.V. Q-Park City Holding B.V. Q-Park City B.V. Q-Park Schouwburg B.V. Q-Park De Klomp B.V. Q-Park Raadhuis B.V. Q-Park Reserve II B.V. Stadsherstel Historisch Rotterdam N.V. Supermarkt Krouwel B.V. V.O.F. Winkelcentrum Markt Noorderpromenade Drachten Vastgoed De Brink Holding B.V. Vastgoed De Brink B.V. Wilhelminahof MBO B.V. Zuidplein Beheer BV ING Verwaltung (Deutschland) GMBH A.G. Allgemeine Deutsche Direktbank AG BNL Beteiligungsgeselschaft Neue Laender GMBH & Co. KG Liquiditats-Konsortialbank GMBH ING-North East Asia Bank INIB N.V. Locura Belegging B.V. Luteola B.V. Melifluo B.V. Middenbank Curacao N.V. Advisory Company Luxembourg Altasec N.V. Corporacion Financiera ING (Colombia) S.A. Aralco N.V. Atlas Venture Fund I, L.P. Banco Latino-Americano De Exportaciones S.A. Cayman Islands Funds N.V. Corporacion Financiera ING (Colombia) S.A. Datasegur S.R.L. Fiseco N.V. Granity Shipping N.V. Institucion Financiera Externa Middenbank Curacao N.V. (Uruguay) ING Bank (Chile) S.A. Edibank S.A. Sociedad Interbancaria De Depositor De Valores S.A. ING Barings Ecuador Casa De Valores S.A. ING Compania De Inversiones Y Servicios Limitada Bolsa Electronica De Chile, Bolsa De Valores S.A. CISL Aruba A.E.C. ING Inversiones, Ltda. Corporacion Financiera ING (Colombia) S.A. ING Sociedad De Bolsa (Argentina), S.A. Mercado De Valores De Buenos Aires S.A. Kamadora Investments N.V. Corporacion Financiera ING (Colombia) S.A. Lerac Investment S.A. Red Rose Investments N.V. Unilarse Zermatt N.V. Miopia B.V. Multiaccess B.V. MKB Adviseurs B.V. MKB Card B.V. MKB Investments BV De Springelberg B.V. Het Dijkhuis B.V. Palino B.V. Tiberia B.V. MKB Punt B.V. Business Compass Holding B.V. N.V. Instituut Voor Ziekenhuisfinanciering Nationale-Nederlanden Financiele Diensten B.V. B.V. Financieringsmaatschappij Vola B.V. Kredietmaatschappij Vola Dealer Cash Plan B.V. Cash Plan B.V. Finantel B.V. Sentax Assurantie B.V. G. J. Van Geet Beheer B.V. Alegro Krediet B.V. Gelderse Discount Maatschappij B.V. Sentax Beheer B.V. Finam Krediet B.V. Sentax Lease B.V. Vola Geldleningen B.V. Nederlandse Bouwbank N.V. Nederlandse Financieringsmaatschappij Voor Ontwikkelingslanden N.V. Nedermex Limited N.V. Netherlands Caribbean Bank N.V. Nethworks Integrated Project Consultancy B.V. Nofegol Beheer B.V. NCM Holding N.V. NMB Equity Participaitons N.V. NMB-Heller Holding N.V. Handlowy-Heller SA Heller GMBH Heller Bank A.G. International Credit Service S.A.S. Heller Finanz GMBH Info-Und Beratungsunternehmen GMBH NMB-Heller Ltd. NMB-Heller N.V. Agpo Participatiemaatschappij B.V. Felix Tigris B.V. Inter Credit B.V. International Credit Service S.A.S. International Credit Service S.A.S. NMB-Heller Zweigniederlassung Neuss Zamenbrink B.V. Zamenterp B.V. OB Heller AS Okalia N.V. Olivacea B.V. Ontwikkelingsmaatschappij Noordrand B.V. Orcinus B.V. Oscar Smit's Bank N.V. Bouwmaatschappij Mecklenburgplein B.V. Kenau B.V. P.T. ING Indonesia Bank Parmola B.V. Paronyme B.V. Pendola B.V. Perotis B.V. Policy Extra Holdings Limited Postbank N.V. Amsterdam Exchanges N.V. Interpartes Incasso B.V. Postbank Aandelenfonds N.V. Postbank Beleggingsfonds N.V. Postbank Beleggingsfondsen Beheer B.V.. Postbank Beleggingsfondsen Bewaar B.V. Postbank Chipper Beheer B.V. Postbank Euro Aandelen Fonds N.V. Postbank Groen N.V. Postbank I.T. Fonds N.V. Postbank Interfinance B.V. Postbank Nederlandfonds N.V. Postbank Obligatie Fonds N.V. Postbank Obligatiefonds Beheer B.V. Postbank Vastgoedfonds N.V. Postbank Vermogensgroeifonds N.V. Postbank Wereldmerkenfonds N.V. Postkantoren B.V. Prena Belegging B.V. T Oye Deventer B.V. A. Van Der Molen Herenmode B.V. A. Van Der Pol Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen B.V. A. Van Weringh Beleggingen B.V. A.C.M. Nienhuis Houdstermaatschappij B.V. B.V. Raadgevend Bureau Nienhuis Consultans A.H. Blok Holding B.V. A.H.M. Habets Beheer B.V. A.J. Vos Makelaardij Onroerende Goederen B.V. Abades B.V. Abrocoma B.V. Ad Barnhard Holding B.V. Albranis B.V. Almenzor B.V. Altimira B.V. Ambito N.V. Aralar B.V. Atitlan B.V. B.V. Beheersmaatschappij Nuyt En Heikens B.V. Odripi B.V. Varen ABC B.V. Vulca Beleggingsmaatschappij Barbatus B.V. Barbuda B.V. Bebida B.V. Beheermaatschappij Van Der Reijnst B.V. Beheermaatschappij Van Het Beleggingsfonds Van De 7 B.V. Beheermaatschappij Darius B.V. Beheermaatschappij Stouwe B.V. Beheermaatschappij Van Putten B.V. Beheersmaatschappij Elma Schrijen B.V. Beheersmaatschappij K.G. Tjia B.V. Beheersmaatschappij Luco Zuidlaren B.V. Beheersmij A.J. Konst B.V. Belagua B.V. Bergara B.V. Bermillio B.V. Betulina B.V. Bidasoa B.V. Biporus B.V. Blarina B.V. Brasas B.V. Bravura B.V. Bremer-Van Mierlo Belegginsgmaatschappij B.V. Bustia B.V. C. J. Buyzen Beheer B.V. C. J. H. - En J. J. Heimeriks Holding B.V. Calando Belegging B.V. Camilo B.V. Castroverde B.V. Catoneria B.V. Cermanita B.V. Cicania B.V. Clacri B.V. Colocar B.V. OCB Beheer B.V. Concolor B.V. Cortada B.V. Cotranco B.V. Crescentes Prins B.V. Cumbras B.V. Cupula B.V. D'Eijk B.V. De Groninger Lederwaren Industrie B.V. Delta Nederland Beheer B.V. Dorsalis B.V. Dr. De Grood Beheer B.V. DKP Beheer B.V. Dick Kooiman Publication/Productions B.V. DSBV-Enserink B.V. DSBV-Ploeger B.V. E. Romar Beheer B.V. Omnium B.V. Empluma B.V. Entorno B.V. Epic Investments B.V. Ernsatus B.V. Esvice B.V. Exel Beheer B.V. Exploitatie En Beleggingsmaatschappij Alja Eindhoven B.V. F. R. Hoffschlag Beleggingen B.V. Familiale Investerings Maatschappij F.I.M. Farlita B.V. Flantua Beheer B.V. Fregenda B.V. Funjob Investments B.V. G. Laterveer Beheer B.V. Garlito B.V. Gebrema Beheer B.V. Gekrabeheer B.V. Germs Beleggingen B.V. Glabana B.V. Golpejas B.V. H. Van Duinen Beheer B.V. H. Mekenkamp Holding B.V. Mekenkamp Beheer B.V. H. Weterings Holding B.V. H. D. En L.B. Meijer Beheer B.V. H. G. Van Der Most Beheer B.V. Handelsonderneming E. Spee B.V. Hepec Beheer B.V. Hilschip BV Hispidus B.V. Hof En Frieling Beheer B.V. Hof & Frieling Onroerend Goed B.V. Holding Hoveling Beheer B.v. Holding J.W.G. Huijbregts B.V. Holding Schildersbedrijf West-Friesland B.V. Holding Schuiling B.V. Holding Th. A. Wellink B.V. Hotel-Restaurant Boerhave B.V. Huaco B.V. Humada B.V. Ignaro B.V. Imbricata B.V. Incoloro B.V. Indonea B.V. Allshoes Schoengroothandel B.V. ING Bank Spaardividend Fonds Beheer B.V. J & A Holding B.V. J. B. Van Den Brink Beleggingsmaatschappij B.V. J. G. Mekenkamp Holding B.V. Mekenkamp Beheer B.V. J. H. Moes Holding B.V. J. P. Korenwinder Beheer B.V. J. W. Th. M. Kohlen Beheer B.V. Jemaas Beheer B.V. Jongert Beheer B.V. K & M Beheer B.V. Kalliope B.V. Bacolac B.V. Kapellenberg B.V. Kijkgroep B.V. Koehorst Promotion Beheer B.V. KBM Maarssen B.V. L. Martens Beheer B.V. La Douce Vie Network B.V. Lagotis B.V. Larino B.V. Latourette B.V. Leaver B.V. Ledanca B.V. Lektura Tiel Beheer B.V. Licorera B.V. Liecene B.V. Lin Beheer B.V. Lomajoma Holdings B.V. Lorkendreef Beheer N.V. Lustroso B.V. M. B. Van Der Vlerk B.V. Madrigal B.V. Marres B.V. Masegoso B.V. Matthew Holding B.V. Mazairac Belegging B.V. Minnaar Holding B.V. Mirabilis B.V. Molenwiede B.V. Muguet B.V. Multicover B.V. Pulido B.V. Mustang B.V. Olseria B.V. Arend Broekhuis B.V. P. Nienhuis Houdstermaatschappij P. J. Heinrici Beheer B.V. Pastrana B.V. Pedralva B.V. Pemac B.V. Penuria B.V. Perola Belegging B.V. Pertusa B.V. Peter Trompalphen Aan Den Rijn Beheer B.V. Phobos Beleggingen Pinicola B.V. Pluijmen Holding B.V. Portelas B.V. Postigo B.V. Prestamo B.V. Pruis Elburg Beheer B.V. Puebla B.V. Pulido B.V. Rayhold Management En Deelneming B.V. Rescoldo B.V. Ressel B.v. Retrasos B.V. Rodeba Deurne B.v. Roelcene B.V. Rowanda B.V. Rudlolf & Peter Herenmode En Confectie B.V. Sabra Holding B.V. Valpacos B.V. Sacobel Beheer B.V. Schnieders Beheer B.V. Simonis Beheer B.V. Simonis Beleggingsmaatschappij B.V. Sipororo B.V. Spaleta B.V. Spatgens Beheer B.V. Stampida B.V. Stamveld B.V. Steendam Beleggingsmaatschappij Drachten B.V. Storm Beheer B.V. Beheermaatschappij Baarlo B.V. Strokkur B.V. Sunrise Investments B.V. Sustento B.V. Svalbard Beheer B.V. T. A. Lie Beheer B.V. T. M. D. Beheer B.V. Beheermaatschappij Baarlo B.V. Tadavia B.V. Beleggings - En Beheer Maatschappij Solina B.V. Refina B.V. Talboom Beheer B.V. Tapirus B.V. Tarsius B.V. Technisch Advies Bureau Jaba B.V. Ter Linden En Heijer Holding B.V. Tessara Zaanlandia B.V. Thecoar B.V. Theo Kentie Holding B.V. Theo Kentie Design B.V. Traslado B.V. Trasgo B.V. Treetop B.V. Trituris B.V. Truckstar Holding B.V. Tucupido B.V. Tricor B.V. U. Ringsma Beheer B.V. Unitres Holding B.V. Vaanhold & Van Zon Holding B.V. Van Den Heuvel Beheer B.V. Van Loon Beheer B.V. Van Roij Holding B.V. Van Zwamen Holding B.V. Vebe Olst B.V. Vegem Beheer B.V. Venidero B.V. Vette Consultants B.V. Vicar B.V. Vidriales B.V. W. Van Den Berg B.V. W. N. Van Twist Holding B.V. Wabemij B.V. Wiancini B.V. Rentista B.V. Reoco Limited Rutilus B.V. RL & T (International) N.V. Securo De Depositos S.A. Siam City Asset Management Co., Ltd Slivast B.V. Societe Financiere Du Libans. A.L. Society for Worldwide Interbank Financial Telecommunication S.C. Stichting Administratiekantoor ING Bank Global Custody Tablero B.V. Tolinea B.V. Tripudio B.V. Tunnel Onder De Noord B.V. C. V. Exploitatiemaatschappij Tunnel Onder De Noord Unidanmark A/S Verenigde Bankbedrijven N. V. Westland Utrecht Hypotheekbank N.V. Amstgeld Management AG Amstgeld N.V. Amstgeld Trust AG Bouw En Exploitatiemaatschappij Deska XXIII B.V. Charterhouse Vermogensbeheer B.V. Hypothecair Belang Gaasperdam I N.V. Assorti Beheer Amsterdam B.V. Muidergracht Onroerend Goed B.V. Amstel Gaasperdam B. V. Bouw-, Exploitatie En Administratie Maatschappij Amer IV B.V. N.V. Zeker Vast Gaasperdam Rijn Gaasperdam B.V. Juza Onroerend Goed B.V. Hazo Immobilia B.V. Kort Ambacht Maatschappij Tot Exploitatie Van Onroerende Goederen B.V. Utrechtse Financierings Bank N.V. Utrechtse Hypotheekbank N.V. Algemeene Waarborgmaatschappij N.V. Hypotheekbank Voor Nederland II N.V. Hypotheekbank Voor Nederland N.V. Standard Hypotheekbank N.V. ING Bank Hypotheken N.V. Nationale Hypotheekbank N.V. Hollandsche Hypotheekbank N.V. Zuid Nederlandsche Hypotheekbank N.V. Vermogensplanning N.B.I. B.V. W.U.H. Finanz A.G. Westland/Utrecht Leasing B.V. Berchem Onroerend Goed B.V. Berkelse Poort B.V. Beuke Poort B.V. Brasemer Poort B.V. Bruine Poort B.V. Denne Poort B.V. Doetichem Immobilia B.V. Dommelse Poort B.V. Drechtse Poort B.V. Eike Poort B.V. Esse Poort B.V. Frabu Immobilia B.V. Friese Poort B.V. Gelderse Poort B.V. Gele Poort B.V. Grijze Poort B.V. Groninger Poort B.V. Helo Immobilia B.V. Holendrecht Gemeenschappelijk Beheer B.V. Holendrecht Parking B.V. Hollandse Poort B.V. Iepe Poort B.V. Kager Poort B.V. Kilse Poort B.V. Lekse Poort B.V. Limburgse Waterpoort B.V. Lingese Poort B.V. Markse Poort B.V. Oranje Poort B.V. Paarse Poort B.V. Reggese Poort B.V. Roerse Poort B.V. Schepa Immobilia B.V. Sparre Poort B.V. Spoolde B.V. Spuise Poort B.V. Thames Poort B.V. Utrechtse Poort B.V. Vechtse Poort B.V. Vliestse Poort B.V. Westland/Utrecht Bouwonderneming Wubo VI B.V. Westland/Utrecht Bouwonderonderneming Wubo IV B.V. Wilge Poort B.V. Zeeuwse Poort B.V. Westland/Utrecht Verzekeringen B.V. Westlandsche Hypotheekbank N.V. Algemeene Hypotheekbank N.V. Hypotheekbank Maatschappij Voor Hypothecaire Crediet N.V. Groningsche Hypotheekbank N.V. Vaderlandsche Hypotheekbank N.V. Zeeuwsche Hypotheekbank N.V. Zuid-Hollandsche Hypotheekbank N.V. Zugut B.V. ING Verzekeringen N.V. ING Insurance International B.V. Nationale-Nederlanden Intervest II B.V. ING North America Real Estate Holdings Inc. ING Financial Services International (Asia) Ltd. Nationale-Nederlanden Intervest XIII B.V. Nationale-Nederlanden Intertrust B.V. N.N. US Realty Corp B.V. Nederlandsche Flatbouwmaatschappij NN Korea ING Continental Europe Holdings B.V. De Vaderlandsche N.V. Nationale Omnium N.V. De Vaderlandsche Spaarbank N.V. RVS Financial Services N.V. Fiducre N.V. Sodefina S.A. SA De Vaderlandsche Luxemburg Immo "De Hertoghe" NV Westland/Utrecht Hypotheekmaatschappij N.V. Intermediair Services N.V. RVS Verzekeringen N.V. Gefinac N.V. Proodos General Insurances S.A. NN Mutual Fund Management Co. The Seven Provinces International B.V. Nationale-Nederlanden Magyarorszagi Biztosito Rt NN Mutual Fund Services and Consulting Ltd. ING Management Services s.r.o. Prumy Penzijni fond a.s. Nationale-Nederlanden Polska S.A. Nationale-Nederlanden Poist'ovna S.A. ING Management Services Slovensko spol s.r.o. Nationale-Nederlanden Agencia de Valores S.A. NN Romania Asigurari de Viata S.A. Sviluppo Finanziaria ING Investment Management Italy NN Vida Compania de Seguros y Raeseguros S.A. NN Generales Compania e Seguros y Raeseguros Nationale-Nederlanden Pojistovna ING Latin American Holdings ING Insurance Chile Holdings Limitada ING Seguros de Vida S.A. NNOFIC Nationale-Nederlanden (UK) Ltd. NN (UK General) Ltd. The Orion Insurance ING Australia Limited Mercantile Mutual Holdings Ltd. Mercantile Mutual Funds Management Mercantile Mutual Global Ltd. Athelas Mercantile Mutual Insurance (Australia) Ltd. M.A.F.G. Ltd. Mercantile Equities Ltd. Greater Pacific (Leasing) Ltd. Amfas Australia Pty Ltd. Australian General Insurance Co. Ltd. "The Seven Provinces" Insurance Underwriters MM Investment Management Ltd. The Mercantile Mutual Life Insurance Co. Ltd. MML Properties Pty Ltd. Mercantile Mutual Deposits Ltd. Union Investment Co. Ltd. Mercantile Mutual Securities Ltd. Tazak Pty Ltd. Mercantile Mutual Custodians Pty. Ltd. Mercantile Mutual Casualty Insurance Ltd. Australian Brokers Holdings Ltd. Australian Brokers Ltd. Australian Community Insurance Ltd. Mercantile Mutual Insurance (Workers Compensation) Ltd. Mercantile Mutual Insurance (N.S.W. Workers Compensation) Ltd. Prosafe Investments Ltd. Dinafore Pty Ltd. Tongkang Pty Ltd. MM Investment Management ING Canada Holdings Inc. AFP Financial Services ING Canada Inc. The Halifax Insurance Company Western Union Insurance Company Wellington Insurance Company La Compagnie d'Assurances Belair The Commerce Group Insurance La Compagnie d'Assurances NN Life Insurance Company of Canada NN Funds Limited NN Capital Management NN Maple Leaf ING America Insurance Holdings Inc. Equitable of Iowa Companies Directed Services, Inc. Equitable Investment Services, Inc. Equitable Life Insurance Company of Iowa Equitable American Insurance Company Equitable Creative Services, Ltd. Equitable Companies CLC, Ltd. Equitable American Marketing Services, Inc. Equitable Marketing Services, Inc. Younkers Insurance & Investments, Ltd. USG Annuity & Life Company USGL Service Corporation Equitable of Iowa Companies Capital Trust Equitable of Iowa Companies Capital Trust II Equitable of Iowa Securities Network, Inc. Golden American Life Insurance Company First Golden American Life Insurance Company of New York Locust Street Securities, Inc. IFG Network Securities Shiloh Farming Company Tower Locust, Ltd. ING America Life Corporation Georgia US Capital Inc. Life Insurance Company of Georgia Springstreet Associates, Inc. Southland Life Insurance Co. Security Life of Denver Insurance Company First ING Life of New York First Secured Mortgage Deposit Corp. ING American Equities, Inc. Midwestern United Life Insurance Company Wilderness Associates Afore Bital ING, S.A. de C.V. Columbine Life Insurance Co. ING Fund Services Co., Inc. ING Investment Management, Inc. ING Investment Management LLC ING Mutual Funds Management LLC ING Funds Distributor Inc. ING Funds Services LLC ING North America Insurance Corporation ING Seguros Sociedad Anonima de Capital Variable Lion Custom Investments Inc. Lion Custom Investments II Inc. MIA Office Americas, Inc. Multi-Financial Group, Inc. Multi-Financial Securities Corporation Multi-Financial Securities Corporation Massachusetts Multi-Financial Securities Corporation of Ohio Multi-Financial Securities Corporation of Texas Orange Investment Enterprises Inc. Security Life Assignment Corp. ING Seguros S.A. de C.V. United Protective Company Security Life of Denver International Ltd. SLR Management (Bermuda) Ltd. VESTAX Capital Corporation, Inc. VESTAX Securities Corp. VTX Agency Inc. PMG Agency, Inc. VTX Agency of Michigan, Inc. ING US P&C Corporation Diversified Settlements, Inc. Peerless Insurance Company The Netherlands Insurance Company America First Insurance Company Alabama First Insurance Company Excelsior Insurance Company Indiana Insurance Consolidated Insurance Company Cooling-Grumme-Mumford Company, Inc. Blue Cross Medical Consultancy (Singapore) Pte. Ltd. ING Indonesia Insurance P.T. ING Life Insurance Japan Nederlandse Reassurantie Groep Holding N.V. Nederlandse Reassurantie Groep N.V. NRG London Levensherverzekering Algemene Levensherverzekering Maatschappij N.V. Vereenigde Assurantie Bedrijven "Nederland" N.V. Reassurantie Holding Nederland N.V. Internationale Reassurantie Maatschappij Nederland N.V. Reassurantie Maatschappij Nederland N.V. Ruckversicherungs-Clearing A.G. Reinsurers Marketing B.V. N.V. Beleggingsmaatschappij NRG Reassurantie Beleggingen N.V. NRG Woningbouw B.V. BMA Beleggingsmaatschappij "Alliance" B.V. "Traviata" Onroerend Goed B.V. The Victory Reinsurance Corporation of the Netherlands N.V. NRG Victory Holdings Ltd. NRG London Reinsurance Company Ltd. NRG Fenchurch Insurance Company Ltd. NRG Victory Australia Holdings Ltd. NRG Victory Australia Ltd. NRG Victory Reinsurance Corporation Ltd. The Victory Health Reinsurance Corporation Ltd. NRG Victory Management Ltd. European Life Marketing & Actuarial Consultancy Ltd. European Life Marketing & Actuarial Consultancy 92 Ltd. Medical Expenses Development and Insurance Consultancy Services Ltd. NRG Victory Management Services Ltd. General Reinsurance Syndicate Ltd. General Reinsurance Syndicate Ltd. (Trustee) London Reinsurance Comp. Ltd. NRG Victory Life and Health Services Ltd. NRG Victory Canada Management Ltd. NRG Victory Management (Hong Kong) Ltd. NRG America Holding Company Philadelphia Reinsurance Corporation NRG America Life Reassurance Corporation NRG American Management Corporation Market Run Off Services Ltd. NRG Antillean Holding N.V. NRG Antillean Reinsurance Company N.V. NRG Victory International Ltd. NRG Victory Management (Bermuda) Ltd. SRO Run-Off Ltd. Bermuda ING Life Insurance Co. (Phillippines) ING Penta Life Insurance Indonesia P.T. ING Insurance Consultants (HK) Ltd. ING Reinsurance International Holding Co. Ltd. ING Reinsurance International Nationale-Nederlanden Nederland B.V. Nationale-Nederlanden Schadeverzekering Maatschappij N.V. H. van Veeren B.V. Nationale-Nederlanden Greek General Insurance Company S.A. Nationale-Nederlanden Levensverzekering Maatschappij N.V. B.V. Beleggingsmaatschappij Berendaal Consortium Scheveninggen B.V. RVS Beroeps-en Bedrijfsfinanciering B.V. De Bossche Poort B.V. ING Vastgoed V B.V. ING Vastgoed Belegging B.V. B.V. Beleggingsmaatschappij Vinkendaal Muggenburg Beheer B.V. Muggenburg C.V. ING REI Investment U.K. B.V. Nationale-Nederlanden Real Estate Ltd. ING Vastgoed Beheer Maatschappij I B.V. ING Vastgoed Bewaar Maatschappij I B.V. Nationale-Nederlanden Intervest 52 B.V. Bouwfonds Nationale-Nederlanden B.V. Nationale-Nederlanden Bouwfonds 1975 B.V. Bouwfonds AVG B.V. Bouwfonds Nemavo B.V. Bouwfonds Anklaar-Apeldoorn 1967 B.V. Bouwfonds Bilthoven 1969 B.V. Bouwfonds Roveso B.V. RVS Bouwfonds B.V. Bouwfonds Utrecht 1967 B.V. Amersfoort Premiewoningen B.V. Bouwfonds Valken Staete B.V. Nationale-Nederlanden Bouwfonds 1976 B.V. ING Real Estate International Investment I B.V. ING REI Investment U.K. B.V. ING Vastgoed Fondsbelegging BV Jetta Vastgoed B.V. B.V. Algemene Beleggingsmaatschappij "Lapeg" ING Insurance Argentina Nationale-Nederlanden Greek Life Insurance Company S.A. RVS Levensverzekering N.V. RVS Schadeverzekering N.V. Tiel Utrecht Levensverzekering N.V. Tiel Utrecht Schadeverzekering N.V. Utrechtsche Algemeene Brandverzekering Maatschappij N.V. Assurantiekantoor A Brugmans B.V. Algemene Zeeuwse Verzekering Maatschappij N.V. Apollonia Levensverzekering N.V. N.V. Nationale Borg-Maatschappij N.V. Belegging- en Beheer Maatschappij Keizersgracht Antilliaanse Borg-Maatschappij N.V. Amfas Exploitatie Maatschappij B.V. AVG Exploitatie en Beheer B.V. Amfas Hypotheken N.V. Noordwester Hypotheken N.V. Amfinex II B.V. Westermij B.V. Amfico B.V. AVG Exploitatie I B.V. ING Bewaar Maatschappij IV B.V. S.C.P. AVG Investissement Assurantiemaatschappij "De Zeven Provincien" N.V. "Transatlantica" Herverzekering Maatschappij N.V. "The Seven Provinces" Insurance Underwriters Ltd. Ramus Insurance Ltd. Tiel Utrecht Verzekerd Sparen N.V. B.V. Algemene Beleggings Maatschappij Reigerdaal Oostermij B.V. Nationale-Nederlanden Pensioendiensten B.V. Nationale-Nederlanden Zorgvezekering N.V. B.V. Algemene Beleggingsmaatschappij "Kievietsdaal" NeSBIC-Postbank B.V. Nitido B.V. Podocarpus Beheer B.V. Parcom Ventures B.V. Parcom Beheer BV Parcom CV Parcom Services BV Postbank Schadeverzekering N.V. Maatschappij tot Exploitatie van Onroerende Goederen "Gevers Deynootplein" BV Maatschappij tot Exploitatie van Onroerende Goederen "Kurhaus" B.V. Postbank Levensverzekering N.V. RVS Beleggingen N.V. Netherlands Life Insurance Company Ltd. AO Artsen-Verzekeringen N.V. Grabenstrasse Staete B.V. ING Life Insurance International N.V. Nationale-Nederlanden Internationale Schadeverzekering N.V. Fatum Vermogensbeheer N.V. Surinaamse Verzekeringsagenturen Maatschappij Seguros Norman Moron N.V. N.V. Arubaanse Verzekeringsagenturen Maatschappij Nationale-Nederlanden Herverzekering Maatschappij N.V. AVG Exploitatie IX B.V. Jahnstrasze Gebaude B.V. Maatschappij tot Exploitatie van Onroerende Goederen "Palace" B.V. Nationale-Nederlanden Interfinance B.V. Maatschappij tot Exploitatie van Onroerende Goederen "Grand Hotel" B.V. N.V. Haagsche Herverzekering Maatschappij van 1836 Baring Central European Investments B.V. Baring Asian Flagship Investments B.V. ING Fund Management B.V. Wijkertunnel Beheer I B.V. Nationale-Nederlanden Beleggingsrekening N.V. Nationale-Nederlanden CSFR Real Estate v.o.s. ING Bewaar Maattschappij I B.V ING Vastgoed B.V. ING Real Estate (Asia) PTE Ltd. ING Real Estate North America Corporation Nationale-Nederlanden Intervest XII B.V. B.V. Algemene Beleggingsmaatschappij Van Markenlaan Kantoorgebouw Johan de Wittlaan B.V. Nationale-Nederlanden Holdinvest B.V. Nationale-Nederlanden International Investment Advisors B.V. B.V. Algemene Beleggingsmaatschappij Fazantendaal Maatschappij Stadhouderslaan B.V. DESKA LII B.V. J.H. Alta en Co. B.V. Westland/Utrecht Projektontwikkeling B.V. Bouwonderneming Amer LII B.V. ING Real Estate Colombo B.V. Loeffpleingarage B.V. B.V. Maatschappij tot Exploitatie van Onroerende Goederen Smeetsland B.V. Vastgoedmaatschappij "Combuta" B.V. Vastgoed Maatschappij "Promes" Beheer- en Exploitatiemaatschappij "De Vestingwachter" B.V. Nationale-Nederlanden Hypotheekbank N.V. N.V. Arnhemsche Hypotheekbank voor Nederland Nationale-Nederlanden Financiering Maatschappij B.V. B.V. Betaalzegelbedrijf "De Voorzorg" J. van Ouwel Nationale-Nederlanden Finance Corporation (Curacao) I.L. Nationale-Nederlanden Vermogensbeheer B.V. NeSBIC Nationale-Nederlanden B.V. BOZ B.V. ABV Staete B.V. B.V. "De Administratie" Maatschappij tot Exploitatie van Onroerende Goederen Amersfoort-Staete B.V. Arnhem Staete B.V. Belart Staete B.V. Belart S.A. N.V. Square Montgomery Steenstaete S.A. Berkel-Staete I B.V. Berkel-Staete II B.V. Blijenhoek Staete B.V. S.N.C. Blijenhoek Staete et Cie SNC Peau Bearn Brussel Staete B.V. Grote Markt Staete B.V. Hoogoorddreef I B.V. SNC Haven Trompenburg Parking B.V. Lena Vastgoed B.V. S.A. du 59 Avenue d'lena SNC le Murier Kleber Vastgoed B.V. S.A. du 42 Avenue Kleber B.V. De Oude Aa-Stroom Portefeuille Staete B.V. S.C.I. 1e Portefeuille S.C.I. le Michelet S.C.I. Roissy Bureaux International S.C.I. Square d'Asnieres SNC Le Dome B.V. Amiloh ING Vastgoed N.V. Immo Management Service S.A. S.A. Regent-Bruxelles Nationale-Nederlanden/Immobilier S.A.R.L. Immogerance S.A.R.L. Nationale-Nederlanden Intervest IV B.V. SAS Espace Daumesnil Nationale-Nederlanden V B.V. Nationale-Nederlanden VII B.V. ING Real Estate Espace Daumesnil B.V. ING Real Estate Parking Daumesnil Viaduc B.V. SAS Parking Daumesnil Viaduc Cadran Invest S.A. ING Bewaar Maatschappij II B.V. ING Bewaar Maatschappij III B.V. ING REI Investment Spain B.V. ING Inmeubles S.A. ING Bewaar Maatschappij V B.V. ING Asset Management B.V. Postbank Verzekeringen Beheer Maatschappij B.V. Postbank Verzekeringen Bewaar Maatschappij B.V. ING Vastergoed B.V. Nationale-Nederlanden Intervest IX B.V. Nationale-Nederlanden CSFR Intervest S.R.O. ING Real Estate Praha Housing a.s. Nationale-Nederlanden Praha Real Estate V.O.S. Nationale-Nederlanden Intervest XI B.V. Nationale-Nederlanden Hungary Real Estate KFT ING Investment Management (Hungary) Rt. ING Investment Management (Asia Pacific) Limited ING Investment Management (Czech Republic) S.A. IIM India (India) Private Ltd. -----END PRIVACY-ENHANCED MESSAGE-----