-----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, VlyQ9PMJjyQAlsnLvOFphw77y2dSXvRYaXiHevC7UEuFy7Ug4dPKnWFoQ64LLa6S qfHbiaDMNTsHf5BXtZk3MQ== 0000837276-01-500098.txt : 20010425 0000837276-01-500098.hdr.sgml : 20010425 ACCESSION NUMBER: 0000837276-01-500098 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20010424 EFFECTIVENESS DATE: 20010501 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: 333-33914 FILM NUMBER: 1609398 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-05626 FILM NUMBER: 1609399 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 n4accessone3.txt AMENDED REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on April 23, 2001 Registration Nos. 333-33914, 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. 1 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 120 [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, Pennsylvania 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. (610) 425-3516 Washington, D.C. 20004-2415 (Name and Address of Agent for Service) 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 appropriate box): [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on May 1, 2001 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 EXPLANATORY NOTE This Registration Statement contains two separate Profiles, Prospectuses and Statements of Additional Information called for ease of reference Form One and Form Two. Form One and Form Two are identical except as follows: Form One contains a description of The GoldenSelect Access One contract offering the contractholder a choice among the standard guaranteed death benefit and three enhanced guaranteed death benefits. Form Two offers only the standard guaranteed death benefit. SUPPLEMENT LINKING FID BROCHURE TO PROSPECTUS OF GOLDENSELECT ACCESS/R/ ONE Registration Nos. 333-33914; 811-5626 ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROFILE AND PROSPECTUS SUPPLEMENT DATED MAY 1, 2001 SUPPLEMENT TO THE PROFILE AND PROSPECTUS DATED MAY 1, 2001 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT ISSUED BY GOLDEN AMERICAN LIFE INSURANCE COMPANY (THE "GOLDENSELECT ACCESS(R) ONE PROSPECTUSES") ------------------------- You should keep this supplement with your Profile and Prospectus. A Fixed Interest Division option is 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. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but which is not available in your state. When reading through the GoldenSelect ACCESS Prospectus, the Fixed Interest Division should be counted among the various subaccounts available for the allocation of your premiums, in lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may apply. You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please read the Offering Brochure carefully before you invest in the Fixed Interest Division. ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 109729 05/01/01 PROFILE AND PROSPECTUS SUPPLEMENT FOR ACCESS ONE PROSPECTUS 5.5% WA SUPPLEMENT FOR USE ONLY IN THE STATE OF WASHINGTON Registration Nos. 333-33914; 811-5626 ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROFILE AND PROSPECTUS SUPPLEMENT MAY 1, 2001 SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 2001 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS (THE "GOLDENSELECT ACCESS(R) ONE PROSPECTUS") ISSUED BY GOLDEN AMERICAN LIFE INSURANCE COMPANY FOR USE ONLY IN THE STATE OF WASHINGTON ---------- The following information supplements and replaces certain information contained in the Profile and Prospectus dated May 1, 2001 for Deferred Combination Variable and Fixed Annuity Contracts (the "Prospectus"). The capitalized terms used in this supplement have the same meaning as those in the Prospectus. You should keep this supplement with your Profile and Prospectus. GOLDENSELECT ACCESS ONE contracts issued for delivery in the State of Washington will have a "5.5% Enhanced Death Benefit" and a "Max 5.5 Enhanced Death Benefit." The "7% Solution Enhanced Death Benefit" and the "Max 7 Enhanced Death Benefit" referred to in the Profile and Prospectus are not available and not offered in the State of Washington. The "5.5% Enhanced Death Benefit" and a "Max 5.5 Enhanced Death Benefit" described as follows supplements the information in the Profile and Prospectus and is made part of those documents. PROFILE 5. EXPENSES The Contract has insurance features and investment features, and there are charges related to each. For the insurance features, the Company deducts a mortality and expense risk charge, an asset-based administrative charge and an annual contract administrative charge of $30. We deduct the mortality and expense risk charge and the asset-based administrative charges daily directly from your contract value in the investment portfolios. The mortality and expense risk charge (depending on the death benefit you choose) and the asset-based administrative charge, on an annual basis, are as follows: 5.5% Solution Max 5.5 Mortality & Expense Risk Charge 1.45% 1.55% Asset-Based Administrative Charge 0.15% 0.15% ----- ----- Total 1.60% 1.70% The example table is designed to help you understand contract charges. The examples of expenses illustrated in the Profile are the maximum expected expenses associated with a contract which would occur with the assumptions listed. Using the $30 administration charge and the expenses listed above, and if all other assumptions are the same, the fees associated with the Max 5.5 Enhanced Death Benefit Option would not exceed those shown in the tables. 9. DEATH BENEFIT You may choose (i) the Standard Death Benefit, (ii) the 5.5% Solution Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit or (iv) the Max 5.5 Enhanced Death Benefit. The 7% Solution Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are not available in your state. The 5.5% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit and the Max 5.5 Enhanced Death Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not more than 79 years old at the time of purchase. The 5.5% Solution, Annual Ratchet and Max 5.5 Enhanced Death Benefits may not be available where a Contract is held by joint owners. Under the 5.5% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity start date, your beneficiary is eligible to receive the greatest of: 1) the contract value; 2) the total premium payments made under the Contract after pro rata adjustment for any withdrawals; 3) the cash surrender value; or 4) the enhanced death benefit, which we determine as follows: we credit interest each business day at the 5.5% annual effective rate to the enhanced 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 adjust for any withdrawals (including any market value adjustment applied to such withdrawal) since the preceding day. Special withdrawals are withdrawals of up to 5.5% per year of cumulative premiums. Special withdrawals shall reduce the 5.5% Solution Death Benefit by the amount of contract value withdrawn. For any withdrawals in excess of the amount available as a special withdrawal, a prorata adjustment to the death benefit is made. Note for current Special Funds: The actual interest rate used for calculating the 5.5% Solution Enhanced Death Benefit for the Liquid Asset and Limited Maturity Bond investment portfolios and the Fixed Account, will be the lesser of (1) 5.5% and (2) the interest rate, positive or negative, providing a yield on the Guaranteed Death Benefit equal to the net return for the current valuation period on the contract value allocated to Special Funds. We may, with 30 days notice to you, designate any fund as a Special Fund on existing contracts with respect to new premiums added to such fund and also with respect to new transfers to such funds. Under the MAX 5.5 ENHANCED DEATH BENEFIT, if you die before the annuity start date, your beneficiary will receive the greater of the 5.5% Solution and the Annual Ratchet Enhanced Death Benefit. Under this benefit option, the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Death Benefit are calculated in the same manner as if each were elected the benefit. Note: In the cases described above and in the prospectus, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. PROSPECTUS - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- ANNUAL CONTRACT ADMINISTRATIVE CHARGE Administrative Charge $30 SEPARATE ACCOUNT ANNUAL CHARGES**** 5.5% Solution Max 5.5 Mortality & Expense Risk Charge 1.45% 1.55% Asset-Based Administrative Charge 0.15% 0.15% ----- ----- Total 1.60% 1.70% **** As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are deducted daily. 2 EXAMPLES The examples of expenses shown in the Prospectus are the maximum expected expenses associated with a contract which would occur based on the election of the Max 7 Enhanced Death Benefit Option using the assumptions listed in the prospectus. Using the $30 administration charge and the lower separate account annual charge, and if all other assumptions are the same the expenses associated with an election of the 5.5% Solution Enhanced Death Benefit Option or the Max 5.5 Enhanced Death Benefit Option would not exceed those shown in the example tables in the prospectus. - -------------------------------------------------------------------------------- DEATH BENEFIT CHOICES - -------------------------------------------------------------------------------- You may choose from the following 4 death benefit choices: (1) the Standard Death Benefit Option; (2) the 5.5% Solution Enhanced Death Benefit Option; (3) the Annual Ratchet Enhanced Death Benefit Option; and (4) the Max 5.5 Enhanced Death Benefit Option. The 7% Solution Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are not available in your state. ENHANCED DEATH BENEFITS. If the 5.5% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit or the Max 5.5 Enhanced Death Benefit is elected, the death benefit under the Contract is the greatest of (i) the contract value; (ii) total premium payments reduced by a pro rata adjustment for any withdrawal; (iii) the cash surrender value; and (iv) the enhanced death benefit as calculated below. The Max 5.5 Enhanced Death Benefit is the greater of (1) the 5.5% Solution Enhanced Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit. Under this benefit option, the 5.5% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit.
- ----------------------------------------------------------------------------------------------------------------- How the Enhanced Death Benefit is Calculated 5.5% Solution Annual Ratchet On each business day that occurs on or before the Between contract anniversaries, the enhanced death contract owner turns 80, we credit interest at the 5.5% benefit is the amount determined below. We first annual effective rate* to the enhanced death benefit from take the enhanced death benefit from the preceding the preceding day (which would be the initial premium and day (which would be the initial premium if the credit if the preceding day is the contract date), then valuation date is the contract date) and then we we add additional premiums paid since the preceding day, add additional premiums paid since the preceding then we adjust for any withdrawals made (including any day, then reduce the enhanced death benefit pro Market Value Adjustment applied to such withdrawals and rata for any contract value withdrawn. That amount any associated surrender charges**) since the preceding becomes the new enhanced death benefit. day. At age 80 the accumulation rate used will change. On each contract anniversary that occurs on or - ---------------------------------------------------------- before the contract owner turns age 80, we compare There is no maximum, however, the death benefit will be the prior enhanced death benefit to the contract reduced by adjustments for withdrawals.*** value and select the larger amount as the new enhanced death benefit. - ----------------------------------------------------------- -----------------------------------------------------
* The actual interest rate used for calculating the 5.5% Solution enhanced death benefit for the Liquid Asset and Limited Maturity Bond investment portfolios and the Fixed Account, will be the lesser of (1) 5.5% and (2) the interest rate, positive or negative, providing a yield on the Enhanced Death Benefit equal to the net return for the current valuation period on the contract value allocated to Special Funds. We may, with 30 days notice to you, designate any fund as a Special Fund on existing contracts with respect to new premiums added to such fund and also with respect to new transfers to such funds. Thus, selecting these investments may limit the enhanced death benefit. ** Each premium payment reduced by adjustments for any withdrawals will continue to grow at the 5.5% annual effective rate. *** Each withdrawal reduces the enhanced death benefit as follows: If total withdrawals in a contract year do not exceed 5.5% of cumulative premiums and did not exceed 5.5% of cumulative premiums in any prior contract year, such withdrawals will reduce the enhanced death benefit by the amount of the withdrawal (and any associated surrender charge) including any Market Value Adjustment. Once withdrawals in any contract year exceed 5.5% of cumulative premiums, withdrawals will reduce the enhanced death benefit in proportion to the reduction in contract value pro rata. 3 - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- ADMINISTRATIVE CHARGE The administrative charge, if applicable, is $30 per contract year. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is deducted each business day. The amount of the mortality and expense risk charge depends on the death benefit you have elected. If you have elected the Standard Death Benefit, the charge, on an annual basis, is equal to 1.30% of the assets you have in each subaccount. The charge is deducted on each business day at the rate of .003585% for each day since the previous business day. If you have elected an enhanced death benefit, the charge, on an annual basis, is equal to 1.45% for the Annual Ratchet Enhanced Death Benefit, 1.45% for the 5.5% Solution Enhanced Death Benefit or 1.55% for the Max 5.5 Enhanced Death Benefit, of the assets you have in each subaccount. The charge is deducted each business day at the rate of .004002%, .004002%, or .004280%, respectively, for each day since the previous business day. This supplement should be retained with your GOLDENSELECT ACCESS(R)ONE Prospectus. ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 109728 05/01/01 4 ACCESSONE PROFILE AND PROSPECTUS (FORM ONE) ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. - -------------------------------------------------------------------------------- 109650 ACCESS ONE 05/01/2001 ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- PROFILE OF GOLDENSELECT ACCESS(R) ONE DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT May 1, 2001 ---------------------------------------------------------------------- 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. ---------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. THE ANNUITY CONTRACT The Contract offered in this prospectus is a deferred combination variable and fixed 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 (i) one or more of 38 mutual fund investment portfolios through our Separate Account B and/or (ii) in a fixed account of Golden American with guaranteed interest periods. The 38 mutual fund portfolios are listed on page [3]. We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years in the fixed account. We set the interest rates in the fixed account (which will never be less than 3%) periodically. We may credit a different interest rate for each interest period. The interest you earn in the fixed account as well as your principal is guaranteed by Golden American as long as you do not take your money out before the maturity date for the applicable interest period. If you withdraw your money from the fixed account more than 30 days before the applicable maturity date, we will apply a market value adjustment. A market value adjustment could increase or decrease your contract value and/or the amount you take out. Generally, the investment portfolios are designed to offer a better return than the fixed account. However, this is NOT guaranteed. 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 determine the amount of annuity payments you will receive. The income phase begins on the annuity start date, which is the date you start receiving regular annuity payments from your Contract. ACCESS ONE PROFILE PROSPECTUS BEGINS AFTER NON-PRINTED VERSION PAGE 6 OF THIS PROFILE 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, (6) the type of death} benefit, and (7) 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: --------------------------------------------------------------------------- Annuity Options --------------------------------------------------------------------------- Option 1 Income for a fixed Payments are made for a period specified number of years to you or your beneficiary. --------------------------------------------------------------------------- Option 2 Income for life with Payments are made for the rest a period certain of your life or longer for a specified 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 such 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. If variable and subject to the Investment Company Act of 1940, it will comply with the requirements of such Act. 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 ($50 for a qualified Contract) at any time before you turn 85 during the accumulation phase. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. Any initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval. Who may purchase this Contract? The Contract is available only in connection with a non-discretionary asset-based fee brokerage account. 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"). IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other benefits including death benefits and the ability to receive a lifetime income. See "Expenses" in this profile. 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: (1) IF YOU ARE LOOKING FOR A SHORT-TERM NON-PRINTED VERSION ACCESS ONE PROFILE 2 INVESTMENT; (2) IF YOU CANNOT RISK GETTING BACK LESS MONEY THAN YOU PUT IN; OR (3) YOUR ASSETS ARE IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL AND YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT. 4. THE INVESTMENT PORTFOLIOS You can direct your money into (1) the fixed account with guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of the following 38 mutual fund investment portfolios through our Separate Account B. The investment portfolios are described in the prospectuses for the GCG Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust and the ProFunds. Keep in mind that while an investment in the fixed account earns a fixed interest rate, an investment in any investment portfolio, depending on market conditions, may cause you to make or lose money. The investment portfolios available under your Contract are:
THE GCG TRUST Liquid Asset Series Real Estate Series Capital Growth Series Limited Maturity Bond Series Value Equity Series Capital Appreciation Series Core Bond Series (formerly Investors Series Small Cap Series Global Fixed Income Series) International Equity Series* Mid-Cap Growth Series Fully Managed Series Rising Dividends Series Strategic Equity Series Total Return Series Managed Global Series Special Situations Asset Allocation Growth Series Large Cap Value Series Growth Series Equity Income Series Hard Assets Series Developing World Series All Cap Series Diversified Mid-Cap Series Internet TollkeeperSM Series Growth and Income Series Research Series THE PIMCO VARIABLE INSURANCE TRUST PILGRIM VARIABLE INSURANCE TRUST PIMCO High Yield Bond Portfolio (formerly ING Variable Insurance Trust) PIMCO StocksPLUS Growth Pilgrim Global Brand Names Fund and Income Portfolio (formerly ING Global Brand Names Fund) PRUDENTIAL SERIES FUND PILGRIM VARIABLE PRODUCTS TRUST Prudential Jennison Portfolio Pilgrim VP MagnaCap Portfolio SP Jennison International Growth Portfolio Pilgrim VP SmallCap Opportunities Portfolio Pilgrim VP Growth Opportunities Portfolio PROFUNDS ProFund VP Bull ProFund VP Small-Cap ProFund Europe 30
* Not currently available. Internet TollkeeperSM is a service mark of Goldman, Sachs & Co. 5. EXPENSES The Contract has insurance features and investment features, and there are charges related to each. For the insurance features, the Company deducts a mortality and expense risk charge and an asset-based administrative charge. We deduct the mortality and expense risk charge and the asset-based administrative charges daily directly from your contract value in the investment portfolios. The mortality and expense risk charge and the asset-based administrative charge, on an annual basis, are as follows: NON-PRINTED VERSION ACCESS ONE PROFILE 3
------------------------------------------------------------------------------------------------------------- Standard Enhanced Death Benefits Death Benefit Annual Ratchet 7% Solution Max 7 ------------------------------------------------------------------------------------------------------------- Mortality & Expense Risk Charge 0.35% 0.50% 0.70% 0.80% Asset-Based Administrative Charge 0.15% 0.15% 0.15% 0.15% Total 0.50% 0.65% 0.85% 0.95% -------------------------------------------------------------------------------------------------------------
We do not deduct any surrender charges for withdrawals. Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.55% to 1.86% 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. The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column reflects the maximum mortality and expense risk charge based on the Max 7 Enhanced Death Benefit 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 as of December 31, 1999, except for (i) portfolios that commenced operations during 2000 or 2001 where the charges have been estimated, and (ii) newly formed portfolios where the charges have been estimated. 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 (based on the Max 7 Enhanced Death Benefit). For Years 1 and 10, the examples show the total annual charges assessed during that time and assume that you elected the Max 7 Enhanced Death Benefit. For these examples, the premium tax is assumed to be 0%. - -------------------------------------------------------------------------------- NON-PRINTED VERSION ACCESS ONE PROFILE 4
- --------------------------------------------------------------------------------------------------------------------- EXAMPLES: TOTAL ANNUAL -------- 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 0.95% 0.55% 1.50% $15 $180 - --------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond 0.95% 0.55% 1.50% $15 $180 - --------------------------------------------------------------------------------------------------------------------- Core Bond 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- Fully Managed 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Total Return 0.95% 0.89% 1.84% $19 $216 - --------------------------------------------------------------------------------------------------------------------- Asset Allocation Growth 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- Equity Income 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- All Cap 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- Growth and Income 0.95% 1.11% 2.06% $21 $239 - --------------------------------------------------------------------------------------------------------------------- Real Estate 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Value Equity 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Investors 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- International Equity 0.95% 1.26% 2.21% $22 $254 - --------------------------------------------------------------------------------------------------------------------- Rising Dividends 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Managed Global 0.95% 1.26% 2.21% $22 $254 - --------------------------------------------------------------------------------------------------------------------- Large Cap Value 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- Hard Assets 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap 0.95% 1.01% 1.96% $20 $229 - --------------------------------------------------------------------------------------------------------------------- Research 0.95% 0.89% 1.84% $19 $216 - --------------------------------------------------------------------------------------------------------------------- Capital Growth 0.95% 1.00% 1.95% $20 $227 - --------------------------------------------------------------------------------------------------------------------- Capital Appreciation 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Small Cap 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth 0.95% 0.89% 1.84% $19 $216 - --------------------------------------------------------------------------------------------------------------------- Strategic Equity 0.95% 0.95% 1.90% $19 $222 - --------------------------------------------------------------------------------------------------------------------- Special Situations 0.95% 1.11% 2.06% $21 $239 - --------------------------------------------------------------------------------------------------------------------- Growth 0.95% 1.00% 1.95% $20 $227 - --------------------------------------------------------------------------------------------------------------------- Developing World 0.95% 1.76% 2.71% $27 $304 - --------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper 0.95% 1.86% 2.81% $28 $314 - --------------------------------------------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond 0.95% 0.75% 1.70% $17 $201 - --------------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income 0.95% 0.65% 1.60% $16 $190 - --------------------------------------------------------------------------------------------------------------------- PILGRIM VARIABLE INSURANCE TRUST Pilgrim Global Brand Names 0.95% 1.23% 2.18% $22 $251 THE PRUDENTIAL SERIES FUND - --------------------------------------------------------------------------------------------------------------------- Prudential Jennison 0.95% 1.04% 1.99% $20 $232 - --------------------------------------------------------------------------------------------------------------------- SP Jennison International Growth 0.95% 1.64% 2.59% $26 $292 PILGRIM VARIABLE PRODUCTS TRUST - --------------------------------------------------------------------------------------------------------------------- Pilgrim VP MagnaCap 0.95% 1.10% 2.05% $21 $238 - --------------------------------------------------------------------------------------------------------------------- Pilgrim VP SmallCap Opportunities 0.95% 1.10% 2.05% $21 $238 - --------------------------------------------------------------------------------------------------------------------- Pilgrim VP Growth Opportunities 0.95% 1.10% 2.05% $21 $238 - --------------------------------------------------------------------------------------------------------------------- PROFUNDS ProFund VP Bull 0.95% 1.80% 2.75% $28 $308 - --------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap 0.95% 1.80% 2.75% $28 $308 - --------------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 0.95% 1.75% 2.70% $27 $303 - ---------------------------------------------------------------------------------------------------------------------
NON-PRINTED VERSION ACCESS ONE PROFILE 5 The "Total Annual Investment Portfolio Charges" column above reflects current expense reimbursements for applicable investment portfolios. For more detailed information, see "Fees and Expenses" 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 generally be taxed on these earnings, but not on premiums, when you make a withdrawal or begin receiving annuity payments. 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 at your request. 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 taxable earnings 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 [6]. We will apply a market value adjustment if you withdraw your money from the fixed account more than 30 days before the applicable maturity date. 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. Since this Contract was not issued before 2000, there is no actual performance history for the entire year to illustrate. Actual performance information will be shown in updated prospectuses beginning in 2000. Please keep in mind that past or hypothetical performance is not a guarantee of future results. 9. DEATH BENEFIT You may choose (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit or (iv) the Max 7 Enhanced Death Benefit. The 7% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not more than 79 years old at the time of purchase. The 7% Solution, Annual Ratchet and Max 7 Enhanced Death Benefits may not be available where a Contract is held by joint owners. The death benefit is payable when the first of the following persons dies: the contract owner, joint owner, or annuitant (if a contract owner is not an individual). Assuming you are the contract owner, if you die during the accumulation phase, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit paid depends on the death benefit you have chosen. The death benefit value is calculated at the close of the business day on which we receive written notice and due proof of death, as well as required claim forms, 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. Under the death benefit may be subject to certain mandatory distribution rules required by federal tax law. Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your beneficiary is eligible to receive the greatest of: NON-PRINTED VERSION ACCESS ONE PROFILE 6 1) the contract value; 2) the total premium payments made under the Contract, reduced by a pro rata adjustment for any withdrawals; or 3) the cash surrender value. Note: The amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity start date, your beneficiary is eligible to receive the greatest of: 1) the contract value; 2) the total premium payments made under the Contract reduced by a pro rata adjustment for any withdrawal; 3) the cash surrender value; or 4) the enhanced death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the enhanced 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 and then we adjust for any withdrawals made (including any market value adjustment applied to such withdrawal) since the preceding day. Special withdrawals are withdrawals of up to 7% per year of cumulative premiums. Special withdrawals shall reduce the 7% Solution Enhanced Death Benefit by the amount of contract value withdrawn. For any withdrawals in excess of the amount available as a special withdrawal, a pro rata adjustment to the death benefit is made. The maximum enhanced death benefit is 3 times all premium payments, adjusted to reflect withdrawals. Each accumulated initial or additional premium payment will continue to grow at the 7% annual effective rate until reaching the maximum enhanced death benefit or attained age 80 of the contract owner, if earlier. Note for current Special Funds: Certain funds are designated as "Special Funds" for purposes of calculating the 7% Solution Enhanced Death Benefit. Currently, the funds designated as Special Funds are the Liquid Asset and Limited Maturity Bond investment portfolios and the Fixed Account. The actual interest rate used for calculating the 7% Solution Enhanced Death Benefit for Special Funds will be the lesser of (1) 7% and (2) the interest rate, positive or negative, providing a yield (which may be positive or negative) on the enhanced death benefit equal to the net return for the current valuation period on the contract value allocated to Special Funds. We may, with 30 days notice to you, designate any funds as a Special Fund on existing contracts with respect to new premiums added to such funds and also with respect to new transfers to such funds. Thus, selecting these investments may limit or reduce the enhanced death benefit. Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity start date, your beneficiary is eligible to receive the greatest of: 1) the contract value; 2) the total premium payments made under the Contract; reduced by a pro rata adjustment for any withdrawal; 3) the cash surrender value; or 4) the enhanced death benefit, which is determined as follows: On each contract anniversary that occurs on or before the contract owner turns age 80, we compare the prior enhanced death benefit to the contract value and select the larger amount as the new enhanced death benefit. On all other days, the enhanced death benefit is the following amount: On a daily basis we first take the enhanced 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, NON-PRINTED VERSION ACCESS ONE PROFILE 7 and then we adjust for any withdrawals on a pro rata basis (including any market value adjustment applied to such withdrawal) since the preceding day. That amount becomes the new enhanced death benefit. Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the annuity start date, your beneficiary will receive the greater of the 7% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit. Under this benefit option, the 7% Solution Enhanced Death Benefit and Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit. Note: In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be available in all states.} 10. OTHER INFORMATION FREE LOOK. If you cancel the Contract within 10 days after you receive it, you will receive a refund of your adjusted contract value. We determine your contract value the close of business on the day we receive your written refund request. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the fixed account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. Also, in some states, you may be entitled to a longer free look period. TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make transfers among your investment portfolios and your investment in the fixed account as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. There is currently 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. Keep in mind that if you transfer or otherwise withdraw your money from the fixed account more than 30 days before the applicable maturity date, we will apply a market value adjustment. A market value adjustment could increase or decrease your contract value and/or the amount you transfer or withdraw. Keep in mind that transfers between Special Funds and other investment portfolios may impact your death benefit. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. See "Federal Tax Considerations-- Taxation of Death Benefit Proceeds" in the prospectus for the Contract. 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. It 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 $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment portfolios or in the fixed account with a 1-year guaranteed interest period. Transfers from the fixed account under this program will not be subject to a market value adjustment. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. These withdrawals will not result in any surrender charges. Withdrawals from your money in the fixed account under this program are not subject to a market value adjustment. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. NON-PRINTED VERSION ACCESS ONE PROFILE 8 Automatic Rebalancing. If your contract value is $10,000 or more, you may elect to have the Company automatically readjust the money between your investment portfolios periodically to keep the blend you select. Investments in the fixed account are not eligible for automatic rebalancing. 11. INQUIRIES If you need more information after reading this profile and the prospectus, please contact us at: CUSTOMER SERVICE CENTER P.O. BOX 2700 WEST CHESTER, PENNSYLVANIA 19380 (800) 366-0066 or your registered representative. - -------------------------------------------------------------------------------- NON-PRINTED VERSION ACCESS ONE PROFILE 9 - -------------------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT ACCESS(R) ONE - -------------------------------------------------------------------------------- May 1, 2001 This prospectus describes GoldenSelect Access One, a deferred group and individual 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 38 mutual fund investment portfolios. You may also allocate premium payments to our Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. The investment portfolios available under your Contract and the portfolio managers are listed on the back of this cover. We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We set the interest rates periodically. We will not set the interest rate to be less than a minimum annual rate of 3%. You may choose guaranteed interest periods of 1, 3, 5, 7 and 10 years. The interest earned on your money as well as your principal is guaranteed as long as you hold them until the maturity date. If you take your money out from a Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase or decrease your contract value and/or the amount you take out. You bear the risk that you may receive less than your principal if we take a Market Value Adjustment. For Contracts sold in some states, not all Fixed Interest Allocations or subaccounts are available. You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted 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, 2001, 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST OR THE PROFUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST OR THE PROFUNDS. - -------------------------------------------------------------------------------- A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF THIS COVER. - -------------------------------------------------------------------------------- AccOne-Non-Print The investment portfolios available under your Contract and the portfolio managers are: A I M CAPITAL MANAGEMENT, INC. Capital Appreciation Series Strategic Equity Series ALLIANCE CAPITAL MANAGEMENT L. P. Capital Growth Series BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Developing World Series Hard Assets Series CAPITAL GUARDIAN TRUST COMPANY Large Cap Value Series Managed Global Series Small Cap Series EAGLE ASSET MANAGEMENT, INC Value Equity Series FIDELITY MANAGEMENT & Research Company Asset Allocation Growth Series Diversified Mid-Cap Series GOLDMAN SACHS ASSET MANAGEMENT Internet TollkeeperSM Series ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE) Limited Maturity Bond Series Liquid Asset Series ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE) International Equity Series* JANUS CAPITAL CORPORATION Growth Series Growth and Income Series Special Situations Series KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC Rising Dividends Series MASSACHUSETTS FINANCIAL SERVICES COMPANY Mid-Cap Growth Series Research Series Total Return Series PACIFIC INVESTMENT MANAGEMENT COMPANY Core Bond Series (formerly Global Fixed Income Series) PRUDENTIAL INVESTMENT CORPORATION Real Estate Series SALOMON BROTHERS ASSET MANAGEMENT, INC All Cap Series Investors Series T. ROWE PRICE ASSOCIATES, INC. Equity Income Series Fully Managed Series PACIFIC INVESTMENT MANAGEMENT COMPANY PIMCO High Yield Bond Portfolio PIMCO StocksPLUS Growth and Income Portfolio ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE) Pilgrim Global Brand Names Fund (formerly ING Global Brand Names Fund JENNISON ASSOCIATES LLC Prudential Jennison Portfolio SP Jennison International Growth Portfolio ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE) Pilgrim VP Growth Opportunities Portfolio Pilgrim VP MagnaCap Portfolio Pilgrim VP SmallCap Opportunities Portfolio PROFUND ADVISORS LLC ProFund VP Bull ProFund VP Europe 30 ProFund VP Small-Cap * Not currently available. Internet TollkeeperSM Series is a service mark of Goldman, Sachs & Co. 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" and the money you place in the Fixed Account's guaranteed interest periods as "Fixed Interest Allocations" in this prospectus. AccOne-Non-Print - -------------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE Index of Special Terms................................................ 1 Fees and Expenses..................................................... 2 Performance Information............................................... 6 Accumulation Unit............................................... 6 Net Investment Factor........................................... 6 Condensed Financial Information................................. 6 Financial Statements............................................ 6 Performance Information......................................... 6 Golden American Life Insurance Company................................ 7 The Trusts............................................................ 8 Golden American Separate Account B.................................... 8 The Investment Portfolios............................................. 9 Investment Objectives........................................... 9 Investment Management Fees...................................... 12 The Fixed Interest Allocation......................................... 13 Selecting a Guaranteed Interest Period.......................... 13 Guaranteed Interest Rates....................................... 13 Transfers from a Fixed Interest Allocation...................... 14 Withdrawals from a Fixed Interest Allocation.................... 14 Market Value Adjustment......................................... 15 The Annuity Contract.................................................. 16 Contract Date and Contract Year ................................ 16 Annuity Start Date.............................................. 16 Contract Owner.................................................. 16 Annuitant....................................................... 16 Beneficiary..................................................... 17 Purchase and Availability of the Contract....................... 17 Crediting of Premium Payments................................... 17 Administrative Procedures....................................... 18 Contract Value.................................................. 19 Cash Surrender Value............................................ 19 Surrendering to Receive the Cash Surrender Value................ 19 The Subaccounts................................................. 20 Addition, Deletion or Substitution of Subaccounts and Other Changes................................................ 20 The Fixed Account............................................... 20 Other Contracts................................................. 20 Other Important Provisions...................................... 20 Withdrawals........................................................... 21 Regular Withdrawals............................................. 21 Systematic Withdrawals.......................................... 21 IRA Withdrawals................................................. 22 Transfers Among Your Investments...................................... 23 Dollar Cost Averaging........................................... 23 Automatic Rebalancing........................................... 24 Death Benefit ........................................................ 24 Death Benefit During the Accumulation Phase..................... 24 Standard Death Benefit.......................................... 25 Enhanced Death Benefits......................................... 25 Death Benefit During the Income Phase........................... 25 - -------------------------------------------------------------------------------- AccOne-Non-Print i - -------------------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - -------------------------------------------------------------------------------- PAGE Continuation After Death-- Spouse............................... 25 Continuation After Death-- Non Spouse........................... 25 Required Distributions Upon Contract Owner's Death.............. 25 Charges and Fees...................................................... 26 Charge Deduction Subaccount..................................... 26 Charges Deducted from the Contract Value........................ 26 No Surrender Charge......................................... 26 Premium Taxes............................................... 26 Transfer Charge............................................. 26 Charges Deducted from the Subaccounts........................... 27 Mortality and Expense Risk Charge........................... 27 Asset-Based Administrative Charge........................... 27 Trust Expenses.................................................. 27 The Annuity Options................................................... 27 Annuitization of Your Contract.................................. 27 Selecting the Annuity Start Date................................ 28 Frequency of Annuity Payments................................... 28 The Annuity Options............................................. 28 Income for a Fixed Period................................... 28 Income for Life with a Period Certain....................... 28 Joint Life Income........................................... 28 Annuity Plan................................................ 29 Payment When Named Person Dies.................................. 29 Other Contract Provisions............................................. 29 Reports to Contract Owners...................................... 29 Suspension of Payments.......................................... 29 In Case of Errors in Your Application........................... 29 Assigning the Contract as Collateral............................ 29 Contract Changes-Applicable Tax Law............................. 30 Free Look....................................................... 30 Group or Sponsored Arrangements................................. 30 Selling the Contract............................................ 30 Other Information..................................................... 31 Voting Rights................................................... 31 State Regulation................................................ 31 Legal Proceedings............................................... 31 Legal Matters................................................... 31 Experts......................................................... 32 Federal Tax Considerations............................................ 32 More Information About Golden American Life Insurance Company......... 37 Financial Statements of Golden American Life Insurance Company........ 57 Statement of Additional Information Table of Contents............................................... 87 Appendix A Condensed Financial Information................................. A1 Appendix B Market Value Adjustment Examples................................ B1 AccOne-Non-Print ii - -------------------------------------------------------------------------------- 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 6 Annual Ratchet Enhanced Death Benefit Annuitant 16 Annuity Start Date 16 Cash Surrender Value 19 Contract Date 16 Contract Owner 16 Contract Value 19 Contract Year 16 Death Benefit 24 Fixed Interest Allocation 13 Market Value Adjustment 15 Max 7 Enhanced Death Benefit Net Investment Factor 6 7% Solution Enhanced Death Benefit 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 Fixed Interest Allocation Fixed Allocation 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 - -------------------------------------------------------------------------------- AccOne-Non-Print 1 - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- CONTRACT OWNER TRANSACTION EXPENSES* Surrender Charge................................................... None Transfer Charge.................................................... None** * If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount. ** We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year.
SEPARATE ACCOUNT ANNUAL CHARGES*** -------------------------------------------------------------------------------------------------------------- Standard Enhanced Death Benefits Death Benefit Annual Ratchet 7% Solution Max 7 -------------------------------------------------------------------------------------------------------------- Mortality & Expense Risk Charge 0.35% 0.50% 0.70% 0.80% Asset-Based Administrative Charge 0.15% 0.15% 0.15% 0.15% Total 0.50% 0.65% 0.85% 0.95% --------------------------------------------------------------------------------------------------------------
*** As a percentage of average daily assets in each subaccount. The mortality and expense risk charge and the asset-based administrative charge are deducted daily. AccOne-Non-Print 2 THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio): - -------------------------------------------------------------------------------- MANAGEMENT OTHER TOTAL PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3) - -------------------------------------------------------------------------------- Liquid Asset 0.54% 0.01% 0.55% - -------------------------------------------------------------------------------- Limited Maturity Bond 0.54% 0.01% 0.55% - -------------------------------------------------------------------------------- Core Bond 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Fully Managed 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Total Return 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Asset Allocation Growth 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Equity Income 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- All Cap 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Growth and Income 1.10% 0.01% 1.11% - -------------------------------------------------------------------------------- Real Estate 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Value Equity 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Investors 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- International Equity 1.25% 0.01% 1.26% - -------------------------------------------------------------------------------- Rising Dividends 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Managed Global 1.25% 0.01% 1.26% - -------------------------------------------------------------------------------- Large Cap Value 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Hard Assets 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Diversified Mid-Cap 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Research 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Capital Growth 0.99% 0.01% 1.00% - -------------------------------------------------------------------------------- Capital Appreciation 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Small Cap 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Mid-Cap Growth 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Strategic Equity 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Special Situations 1.10% 0.01% 1.11% - -------------------------------------------------------------------------------- Growth 0.99% 0.01% 1.00% - -------------------------------------------------------------------------------- Developing World 1.75% 0.01% 1.76% - -------------------------------------------------------------------------------- Internet Tollkeeper 1.85% 0.01% 1.86% - -------------------------------------------------------------------------------- (1) Fees decline as the total assets of certain combined portfolios 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, 2000, except for (i) portfolios that commenced operations in 2000 and 2001, and (ii) newly formed portfolios where the charges have been estimated. (3) Total Expenses are based on actual expenses for the fiscal year ended December 31, 2000. AccOne-Non-Print 3 THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- --------------------------------------------------------------------------------------------------------------------------- OTHER EXPENSES TOTAL EXPENSES MANAGEMENT SERVICE OTHER AFTER EXPENSE AFTER EXPENSE PORTFOLIO FEE FEE EXPENSES(1) REIMBURSEMENT(2) REIMBURSEMENT(2) - --------------------------------------------------------------------------------------------------------------------------- PIMCO High Yield Bond 0.25% 0.15% 0.35% 0.35% 0.75% PIMCO StocksPLUS Growth and Income 0.40% 0.15% 0.11% 0.10% 0.65% - ---------------------------------------------------------------------------------------------------------------------------
(1) "Other Expenses" reflects a 0.35% administrative fee for the High Yield Bond Portfolio and a 0.10% administrative fee and 0.01% representing organizational expenses and pro rata Trustees' fees for the StocksPLUS Growth and Income Portfolio. (2) PIMCO has contractually agreed to reduce total annual portfolio operating expenses to the extent they would exceed, due to the payment of organizational expenses and Trustees' fees, 0.75% and 0.65% of average daily net assets for the PIMCO High Yield Bond and StocksPLUS Growth and Income Portfolios, respectively. Without such reductions, Total Annual Expenses for the fiscal year ended December 31, 2000 would have been 0.75% and 0.66% for the PIMCO High Yield Bond and StocksPLUS Growth and Income Portfolios, respectively. Under the Expense Limitation Agreement, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit. PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------ INVESTMENT TOTAL TOTAL NET MANAGEMENT 12B-1 OTHER PORTFOLIO WAIVER BY PORTFOLIO PORTFOLIO FEE FEE EXPENSES EXPENSES ADVISER(2) EXPENSES - ------------------------------------------------------------------------------------------------------------------------ Pilgrim Global Brand Names 1.00% 0.25% 1.72% 2.97% 1.74% 1.23% - ------------------------------------------------------------------------------------------------------------------------
(1) The table shows the estimated operating expenses for the Portfolio as a ratio of expenses to average daily net assets. These estimates are based on the Portfolio's actual operating expenses for its most recent complete fiscal year and fee waivers to which the Adviser has agreed for the Portfolio. (2) ING Mutual Funds Management Co. LLC, the Portfolio's Investment Manager, has entered into a written expense limitation agreement with the Portfolio, under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Mutual Funds Management Co. LLC within three years. The amount of the Portfolio's expenses waived or reimbursed during the last fiscal year by ING Mutual Funds Management Co. LLC is shown under the heading "Waiver by Adviser." The expense limits will continue through at least December 31, 2001. THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------ MANAGEMENT OTHER TOTAL PORTFOLIO FEE 12B-1 FEE(1) EXPENSES(2) EXPENSES(2) - ------------------------------------------------------------------------------------------ Prudential Jennison 0.60% 0.25% 0.19% 1.04% SP Jennison International Growth 0.85% 0.25% 0.54% 1.64% - ------------------------------------------------------------------------------------------
(1) The 12b-1 fees for the Prudential Jennison Portfolio and the SP Jennison International Growth Portfolio are imposed to enable the portfolios to recover certain sales expenses, including compensation to broker-dealers, the cost of printing prospectuses for delivery to prospective investors and advertising costs for the portfolio. Over a long period of time, the total amount of 12b-1 fees paid may exceed the amount of sales charges imposed by the product. AccOne-Non-Print 4 (2) Since the SP Jennison International Growth Portfolio had not commenced operations as of December 31, 1999, expenses as shown are based on estimates of the portfolio's operating expenses for the portfolio's first fiscal year. PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ----------------------------------------------------------------------------------------------------------------------- INVESTMENT TOTAL TOTAL NET MANAGEMENT SERVICE OTHER PORTFOLIO WAIVER BY PORTFOLIO PORTFOLIO FEE FEES EXPENSES(2) EXPENSES ADVISER(3) EXPENSES - ----------------------------------------------------------------------------------------------------------------------- Pilgrim VP MagnaCap 0.75% 0.25% 7.15% 8.15% 7.05% 1.10% - ----------------------------------------------------------------------------------------------------------------------- Pilgrim VP SmallCap Opportunities 0.75% 0.25% 0.23% 1.23% 0.13% 1.10% - ----------------------------------------------------------------------------------------------------------------------- Pilgrim VP Growth Opportunities 0.75% 0.25% 1.44% 2.44% 1.34% 1.10% - ------------------------------------------------------------------------------------------------------------------------
(1) The table shows the estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for Class R shares for the Trust's most recently completed fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the Portfolios' Adviser, has agreed for each Portfolio. (2) Because Class S shares are new for each Portfolio, the Other Expenses for each Portfolio are based on Class R expenses of the Portfolio. (3) ING Pilgrim Investments, LLC has entered into written expense limitation agreements with each Portfolio which it advises under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Pilgrim Investments, LLC within three years. The expense limit for each such Portfolio is shown as "Total Net Portfolio Expenses." For each Portfolio, the expense limits will continue through at least December 31, 2001. PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------ MANAGEMENT OTHER TOTAL PORTFOLIO FEE 12B-1 FEE EXPENSES(2) EXPENSES(2) - ------------------------------------------------------------------------------------------ ProFund VP Bull 0.75% 0.25% 0.80% 1.80% ProFund VP Small-Cap 0.75% 0.25% 0.80% 1.80% ProFund VP Europe 30(1) 0.75% 0.25% 0.75% 1.75% - ------------------------------------------------------------------------------------------
(1) Management fees and expenses for the ProFund VP Europe 30 are for the 12-month period ending December 12, 2000. (2) Other expenses for the ProFund VP Bull and ProFund VP Small-Cap are estimates as these ProFund Portfolios had not commenced operations as of December 31, 2000. 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, the PIMCO Variable Insurance Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust, and the ProFunds for additional information on management or advisory fees and in some cases on other 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. EXAMPLE: The following example is designed to show you the expenses you would pay on a $1000 investment that earns 5% annually. The example reflects the deduction of a mortality and expense risk charge and an asset-based administrative charge. AccOne-Non-Print 5 EXAMPLE 1: Whether you surrender, continue to hold or annuitize your Contract at the end of the applicable time period, you would pay the following expenses for each $1,000 invested: - -------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- THE GCG TRUST Liquid Asset $15 $47 $ 82 $180 - -------------------------------------------------------------------------------- Limited Maturity Bond $15 $47 $ 82 $180 - -------------------------------------------------------------------------------- Core Bond $20 $62 $106 $229 - -------------------------------------------------------------------------------- Fully Managed $19 $60 $103 $222 - -------------------------------------------------------------------------------- Total Return $19 $58 $100 $216 - -------------------------------------------------------------------------------- Asset Allocation Growth $20 $62 $106 $229 - -------------------------------------------------------------------------------- Equity Income $19 $60 $103 $222 - -------------------------------------------------------------------------------- All Cap $20 $62 $106 $229 - -------------------------------------------------------------------------------- Growth and Income $21 $65 $111 $239 - -------------------------------------------------------------------------------- Real Estate $19 $60 $103 $222 - -------------------------------------------------------------------------------- Value Equity $19 $60 $103 $222 - -------------------------------------------------------------------------------- Investors $20 $62 $106 $229 - -------------------------------------------------------------------------------- International Equity $22 $69 $118 $254 - -------------------------------------------------------------------------------- Rising Dividends $19 $60 $103 $222 - -------------------------------------------------------------------------------- Managed Global $22 $69 $118 $254 - -------------------------------------------------------------------------------- Large Cap Value $20 $62 $106 $229 - -------------------------------------------------------------------------------- Hard Assets $19 $60 $103 $222 - -------------------------------------------------------------------------------- Diversified Mid-Cap $20 $62 $106 $229 - -------------------------------------------------------------------------------- Research $19 $58 $100 $216 - -------------------------------------------------------------------------------- Capital Growth $20 $61 $105 $227 - -------------------------------------------------------------------------------- Capital Appreciation $19 $60 $103 $222 - -------------------------------------------------------------------------------- Small Cap $19 $60 $103 $222 - -------------------------------------------------------------------------------- Mid-Cap Growth $19 $58 $100 $216 - -------------------------------------------------------------------------------- Strategic Equity $19 $60 $103 $222 - -------------------------------------------------------------------------------- Special Situations $21 $65 $111 $239 - -------------------------------------------------------------------------------- Growth $20 $61 $105 $227 - -------------------------------------------------------------------------------- Developing World $27 $84 $143 $304 - -------------------------------------------------------------------------------- Internet Tollkeeper $28 $87 $148 $314 - -------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond $17 $54 $ 92 $201 - -------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income $16 $50 $ 87 $190 - -------------------------------------------------------------------------------- PILGRIM VARIABLE INSURANCE TRUST - -------------------------------------------------------------------------------- Pilgrim Global Brand Names $22 $68 $117 $251 - -------------------------------------------------------------------------------- THE PRUDENTIAL SERIES FUND Prudential Jennison $20 $62 $107 $232 - -------------------------------------------------------------------------------- SP Jennison International Growth $26 $81 $138 $292 - -------------------------------------------------------------------------------- PILGRIM VARIABLE PRODUCTS TRUST Pilgrim VP MagnaCap $21 $64 $110 $238 - -------------------------------------------------------------------------------- Pilgrim VP SmallCap Opportunities $21 $64 $110 $238 - -------------------------------------------------------------------------------- Pilgrim VP Growth Opportunities $21 $64 $110 $238 - -------------------------------------------------------------------------------- PROFUNDS TRUST - -------------------------------------------------------------------------------- ProFund VP Bull $28 $85 $145 $308 - -------------------------------------------------------------------------------- ProFund VP Small-Cap $28 $85 $145 $308 - -------------------------------------------------------------------------------- ProFund VP Europe 30 $27 $84 $143 $303 - -------------------------------------------------------------------------------- AccOne-Non-Print 6 THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT. Compensation is paid for the sale of the Contracts. For information about this compensation, see "Selling the Contract." AccOne-Non-Print 7 - -------------------------------------------------------------------------------- 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 certain charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows: 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 the 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 subaccount are presented in Appendix A -- Condensed Financial Information. FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the year ended December 31, 2000 are included in the Statement of Additional Information. The audited consolidated financial statements of Golden American for the years ended December 31, 2000, 1999 and 1998 are included in this prospectus. 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 Separate Account B has been investing in the portfolio. 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 when the separate account first invested in the portfolios, withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current 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. In addition,we may present historic performance data for the investment AccOne-Non-Print 8 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 of Separate Account B. This data is designed to show the performance that would have resulted if the Contract had been in existence before the separate account began investing in the portfolios. 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, assuming the selection of the Max 7 Enhanced Death Benefit. 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 determine the real rate of return of 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. - -------------------------------------------------------------------------------- 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 based in The Netherlands. 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 this prospectus. 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. ING also owns ING Pilgrim Investments, LLC, a portfolio manager of the GCG Trust, and the investment manager of the Pilgrim Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust and ING Investment Management Advisors B.V., a portfolio manager of the Pilgrim Variable Insurance Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. AccOne-Non-Print 9 - -------------------------------------------------------------------------------- THE TRUSTS - -------------------------------------------------------------------------------- The GCG Trust is a mutual fund whose shares are offered to separate accounts funding variable annuity and variable life insurance policies offered by Golden American and other affiliated insurance companies. The GCG Trust may also sell its shares to separate accounts of insurance companies not affiliated with Golden American. Pending SEC approval, shares of the GCG Trust may also be sold to certain qualified pension and retirement plans. The address of the GCG Trust is 1475 Dunwoody Drive, West Chester, PA 19380. The PIMCO Variable Insurance 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 to qualified pension and retirement plans. The address of the PIMCO Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660. The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust) is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. The Prudential Series Fund, Inc. is also a mutual fund whose shares are available to separate accounts funding variable annuity and variable life insurance polices offered by The Prudential Insurance Company of America, its affiliated insurers and other life insurance companies not affiliated with Prudential, including Golden American. The address of the Prudential Series Fund is 751 Broad Street, Newark, NJ 07102. The Pilgrim Variable Products Trust is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of Pilgrim Variable Products Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. The ProFunds is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of ProFunds is 3435 Stelzer Road, Suite 1000, PO Box 182100, Columbus, OH 43218-2000. 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, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Pilgrim Variable Products Trust, ProFunds, the Board of Directors of the Prudential Series Fund, and the management of Directed Services, Inc., Pacific Investment Management Company, The Prudential Insurance Company of America, ING Pilgrim Investments, Inc., ProFunds Advisors LLC 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 MORE DETAILED INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST, AND PROFUNDS IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING. AccOne-Non-Print 10 - -------------------------------------------------------------------------------- GOLDEN AMERICAN SEPARATE ACCOUNT B - -------------------------------------------------------------------------------- Golden American Separate Account B ("Separate Account B") was established as a separate account of the Company on July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 as amended (the "1940 Act"). Separate Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts. Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds. 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 Separate 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 Separate Account B. If the assets in Separate 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. NOTE: We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed in this prospectus. Separate Account B may also invest in other investment portfolios which are not available under your Contract. Under certain circumstances, we may make certain changes to the subaccounts. For more information, see "The Annuity Contract -- Addition, Deletion, or Substitution of Subaccounts and Other Changes." - -------------------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - -------------------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios listed in the section below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT PORTFOLIO, AND YOU 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. Separate Account B also has other subaccounts investing in other portfolios which are not available to the Contract described in this prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENTi PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. AccOne-Non-Print 11 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- THE GCG TRUST 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 Bond Seeks highest current income consistent with 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. -------------------------------------------------------- Core Bond (formerly Seeks maximum total return, consistent with Global Fixed preservation of capital and prudent investment Income) management. Invests primarily in a diversified portfolio of fixed income instruments of varying maturities. The average portfolio duration of the Portfolio normally varies within a three-to six-year time frame. -------------------------------------------------------- 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. -------------------------------------------------------- Total Return Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Growth of capital and income is a secondary goal. Invests primarily in a combination of equity and fixed income securities. -------------------------------------------------------- Asset Allocation Growth Seeks to maximize total return over the long-term by allocating assets among stocks, bonds, short-term instruments and other investments. Allocates investments primarily in a neutral mix over time of 70% of its assets in stocks, 25% of its assets in bonds, and 5% of its assets in short-term and money market investments. -------------------------------------------------------- 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. -------------------------------------------------------- All Cap Seeks capital appreciation through investment in securities which the portfolio manager believes have above-average capital appreciation potential. Invests primarily in equity securities of U.S. companies of any size. -------------------------------------------------------- AccOne-Non-Print 12 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- Growth and Income Seeks long-term capital growth and current income. Normally invests up to 75% of its assets in equity securities selected primarily for their growth potential and at least 25% of its assets in securities the portfolio manager believes have income potential. -------------------------------------------------------- Real Estate Seeks capital appreciation. Current income is a secondary objective. Invests primarily in publicly traded real estate equity securities. -------------------------------------------------------- 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. -------------------------------------------------------- Investors Seeks long-term growth of capital. Current income is a secondary objective. Invests primarily in equity securities of U.S. companies and to a lesser degree, debt securities. -------------------------------------------------------- International Equity Seeks long-term growth of capital. (not currently available) Invests at least 65% of its net assets in equity securities of issuers located in countries outside of the United States. The Portfolio generally invests at least 75% of its total assets in common and preferred stocks, warrants and convertible securities. -------------------------------------------------------- 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." -------------------------------------------------------- Managed Global Seeks capital appreciation. Current income is only an incidental consideration. Invests primarily in common stocks traded in securities markets throughout the world. -------------------------------------------------------- Large Cap Value Seeks long-term growth of capital and income. Invests primarily in equity and equity-related securities of companies with market capitalization greater than $1 billion. -------------------------------------------------------- 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. -------------------------------------------------------- Diversified Mid-Cap Seeks long-term capital growth. Normally invests at least 65% of its total assets in common stocks of companies with medium market capitalizations. -------------------------------------------------------- AccOne-Non-Print 13 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- 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. -------------------------------------------------------- Capital Growth Seeks long-term total return. Invests primarily in common stocks of companies where the potential for change (earnings acceleration) is significant. -------------------------------------------------------- Capital Appreciation Seeks long-term capital growth. Invests primarily in equity securities believed by the portfolio manager to be undervalued. -------------------------------------------------------- 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. -------------------------------------------------------- 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. -------------------------------------------------------- Strategic Equity Seeks capital appreciation. Invests primarily in common stocks of medium- and small-sized companies. -------------------------------------------------------- Special Situations Seeks capital appreciation. Invests primarily in common stocks selected for their capital appreciation potential. The Portfolio emphasizes "special situation" companies that the portfolio manager believes have been overlooked or undervalued by other investors. -------------------------------------------------------- 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. -------------------------------------------------------- Developing World Seeks capital appreciation. Invests primarily in equity securities of companies in developing or emerging countries. -------------------------------------------------------- Internet Tollkeeper Seeks long-term growth of capital. Invests primarily in equity securities of "Internet Tollkeeper" companies, which are companies in sectors which provide access, infrastructure, content and services to Internet companies and customers, and which have developed, or are seeking to develop predictable, sustainable or recurring revenue by increasing "traffic," or customers and sales, and raising "tolls," or prices in connection with the growth of the Internet. -------------------------------------------------------- AccOne-Non-Print 14 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond Seeks to maximize total return, consistent with preservation of capital and prudent investment management. Invests 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 the total Growth and Income return performance of the Standard & Poor's 500 Stock Index. Invests primarily in common stocks, options, futures, options on futures and swaps. -------------------------------------------------------- PILGRIM VARIABLE INSURANCE TRUST (formerly ING Variable Insurance Trust) Pilgrim Global Brand Seeks to provide investors with long-term capital Names Fund appreciation. (formerly Global Brand NamesING Invests at least 65% of its total assets in equity Fund) securities of companies that have a well recognized franchise, a global presence and derive most of their revenues from sales of consumer goods. -------------------------------------------------------- THE PRUDENTIAL SERIES FUND Prudential Jennison Seeks long-term growth of capital. Invests primarily in companies that have shown growth in earnings and sales, high return on equity and assets or other strong financial data and are also attractively valued in the opinion of the manager. Dividend income from investments will be incidental. -------------------------------------------------------- SP Jennison Seeks long-term growth of capital. International Growth Invests primarily in equity-related securities of issuers located in at least five different foreign countries. -------------------------------------------------------- PILGRIM VARIABLE PRODUCTS TRUST Pilgrim VP MagnaCap Seeks growth of capital, with dividend income as a secondary consideration. Invests primarily in equity securities of companies meeting investment policy criteria of consistent and substantially increasing dividends, reinvested earnings, strong balance sheet and attractive price. Invests primarily in companies included in the largest 500 U.S. companies. -------------------------------------------------------- Pilgrim VP SmallCap Seeks long-term capital appreciation. Opportunities Invests primarily in the common stock of smaller, lesser-known U.S. companies that the portfolio manager believes have above average prospects for growth. -------------------------------------------------------- Pilgrim VP Growth Seeks long-term growth of capital. Opportunities Invests primarily in U.S. companies that the portfolio manager believes have above average prospects for growth. -------------------------------------------------------- AccOne-Non-Print 15 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- PROFUNDS Seeks daily investment results that correspond to the ProFund VP Bull performance of the Standard & Poor's 500 Stock Index. Invests in securities and other financial instruments, such as futures and options on futures in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. -------------------------------------------------------- ProFund VP Small-Cap Seeks daily investment results that correspond to the performance of the Russell 2000 Index. Invests in securities and other financial instruments, such as futures and options on futures in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. -------------------------------------------------------- ProFund VP Europe 30 Seeks daily investment results that correspond to the performance of the ProFunds Europe 30 Index. Invests in securities and other financial instruments, such as futures and options on futures and American Depository Receipts in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. - -------------------------------------------------------------------------------- INVESTMENT MANAGEMENT FEES Directed Services, Inc. serves as the overall manager to each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment advisory and management services. The monthly fee is based on the average daily net assets of an investment portfolio, and in some cases, the combined total assets of certain grouped portfolios. Directed Services provides or procures, at its own expense, the services necessary for the operation of the portfolio, including retaining portfolio managers to manage the assets of the various portfolios. Directed Services (and not the GCG Trust) pays each portfolio manager a monthly fee for managing the assets of a portfolio, based on the annual rates of the average daily net assets of a portfolio. For a list of the portfolio managers, see the front cover of this prospectus. Directed Services does 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. Pacific Investment Management Company ("PIMCO") serves as investment advisor to each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall business management and administrative services necessary for each portfolio's operation. PIMCO provides or procures, at its own expense, the services and information necessary for the proper conduct of business and ordinary operation of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly advisory fee and a separate monthly administrative fee per year, each fee 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 Variable Insurance Trust. PIMCO does 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 expense of the independent trustees, and extraordinary expenses, such as litigation or indemnification expenses. ING Pilgrim Investments, Inc. ("ING Pilgrim") serves as the overall manager of Pilgrim Variable Insurance Trust. ING Pilgrim supervises all aspects of the Trust's operations and provides investment advisory services to the portfolios of the Trust, including engaging portfolio managers, as well as monitoring and evaluating the management of the assets of each portfolio by its portfolio manager. ING Pilgrim, as well AccOne-Non-Print 16 as each portfolio manager it engages, is a wholly owned indirect subsidiary of ING Groep N.V. Except for agreements to reimburse certain expenses of the portfolio, ING Pilgrim does not bear any portfolio expenses. The Prudential Insurance Company of America ("Prudential") and its subsidiary, Prudential Investments Fund Management LLC ("PIFM") serve as the overall investment advisers to the Prudential Series Fund. Prudential and PIFM are responsible for the management of the Prudential Series Fund and provide investment advice and related services. For the Prudential Jennison Portfolio and SP Jennison International Growth Portfolio, Prudential and PIFM engage Jennison Associates LLC to serve as sub-adviser and to provide day-to-day management. Prudential and PIFM pay the sub-adviser out of the fee they receive from the Prudential Series Fund. Each portfolio pays its own administrative costs. ProFunds Advisors LLC serves as the investment advisor of the ProFunds. The ProFunds pay ProFunds Advisors LLC a monthly advisory fee based on the average daily net assets of each investment portfolio. Each portfolio pays its own administrative costs. Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, five portfolios deduct a service fee, which is used to compensate service providers for administrative and contract holder services provided on behalf of the portfolios, and six portfolios deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of shares of the applicable portfolio. Based on actual portfolio experience in 2000, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this prospectus. We may receive compensation from the investment advisors, administrators and distributors or directly from the portfolios in connection with administrative, distribution or other services and cost savings attributable to our services. It is anticipated that such compensation will be based on assets of the particular portfolios attributable to the Contract. The compensation paid by advisors, administrators or distributors may vary. YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. - -------------------------------------------------------------------------------- THE FIXED INTEREST ALLOCATION - -------------------------------------------------------------------------------- You may allocate premium payments and transfer your contract value to the guaranteed interest periods of our Fixed Account at any time during the accumulation period. Every time you allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years, although we may not offer all these periods in the future. You may select one or more guaranteed interest periods at any one time. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire. If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than your principal if we apply a Market Value Adjustment. AccOne-Non-Print 17 Assets supporting amounts allocated to the Fixed Account are available to fund the claims of all classes of our customer, contract owners and other creditors. Interests under your Contract relating to the Fixed Account are registered under the Securities Act of 1933, but the Fixed Account is not registered under the 1940 Act. SELECTING A GUARANTEED INTEREST PERIOD You may select one or more Fixed Interest Allocations with specified guaranteed interest periods. A guaranteed interest period is the period that a rate of interest is guaranteed to be credited to your Fixed Interest Allocation. We may at any time decrease or increase the number of guaranteed interest periods offered. In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar cost averaging program. For more information on DCA Fixed Interest Allocations, see "Transfers Among Your Investments--Dollar Cost Averaging." Your contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment. Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest period you selected when we receive and accept your premium or reallocation of contract value. We will credit interest daily at a rate which yields the quoted guaranteed interest rate. GUARANTEED INTEREST RATES Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. To find out the current guaranteed interest rate for a guaranteed interest period you are interested in, please contact our Customer Service Center or your registered representative. The determination may be influenced by the interest rates on fixed income investments in which we may invest with the amounts we receive under the Contracts. We will invest these amounts primarily in investment-grade fixed income securities (i.e., rated by Standard & Poor's rating system to be suitable for prudent investors) although we are not obligated to invest according to any particular strategy, except as may be required by applicable law. You will have no direct or indirect interest in these investments. We will also consider other factors in determining the guaranteed interest rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates but no Fixed Interest Allocation will ever have a guaranteed interest rate of less than 3% per year. We may from time to time at our discretion offer interest rate specials for new premiums that are higher than the current base interest rate then offered. Renewal rates for such rate specials will be based on the base interest rate and not on the special rates initially declared. TRANSFERS FROM A FIXED INTEREST ALLOCATION You may transfer your contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new guaranteed interest periods, or to any of the subaccounts of Account B. We will transfer amounts from your Fixed Interest Allocations starting with the guaranteed interest period nearest its maturity date, until we have honored your transfer request. The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. If a transfer request would reduce the contract value remaining in a Fixed Interest Allocation to less than $100, we will treat such transfer request as a request to transfer the entire contract value in such Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging program, cancelling dollar cost averaging will cause a transfer of the entire contract value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such a transfer will be subject to a Market Value Adjustment. On the maturity date of a guaranteed interest period, you may transfer amounts from the applicable Fixed Interest Allocation to the subaccounts and/or to new Fixed Interest Allocations with guaranteed interest AccOne-Non-Print 18 periods of any length we are offering at that time. You may not, however, transfer amounts to any Fixed Interest Allocation with a guaranteed interest period that extends beyond the annuity start date. At least 30 calendar days before a maturity date of any of your Fixed Interest Allocations, or earlier if required by state law, we will send you a notice of the guaranteed interest periods that are available. You must notify us which subaccounts or new guaranteed interest periods you have selected before the maturity date of your Fixed Interest Allocations. If we do not receive timely instructions from you, we will transfer the contract value in the maturing Fixed Interest Allocation to a new Fixed Interest Allocation with a guaranteed interest period that is the same as the expiring guaranteed interest period. If such guaranteed interest period is not available or would go beyond the annuity start date, we will transfer your contract value in the maturing Fixed Interest Allocation to the next shortest guaranteed interest period which does not go beyond the annuity start date. If no such guaranteed interest period is available, we will transfer the contract value to a subaccount specially designated by the Company for such purpose. Currently we use the Liquid Asset subaccount for such purpose. WITHDRAWALS FROM A FIXED INTEREST ALLOCATION During the accumulation phase, you may withdraw a portion of your contract value in any Fixed Interest Allocation. You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are not permitted if such Fixed Interest Allocation is currently participating in the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation may be subject to a Market Value Adjustment. Be aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax consequences. If you tell us the Fixed Interest Allocation from which your withdrawal will be made, we will assess the withdrawal against that Fixed Interest Allocation. If you do not, we will assess your withdrawal against the subaccounts in which you are invested, unless the withdrawal exceeds the contract value in the subaccounts. If there is no contract value in those subaccounts, we will deduct your withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. MARKET VALUE ADJUSTMENT A Market Value Adjustment may decrease, increase or have no effect on your contract value. We will apply a Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any Fixed Interest Allocation does not end on or within 30 days of the annuity start date. We determine the Market Value Adjustment by multiplying the amount you withdraw, transfer or apply to an income plan by the following factor: N/365 ((1+I/1+J+.0025)) -1 Where, o "I" is the Index Rate for a Fixed Interest Allocation on the first day of the guaranteed interest period; o "J" is the Index Rate for a new Fixed Interest Allocation with a guaranteed interest period equal to the time remaining (rounded up to the next full year except in Pennsylvania) in the guaranteed interest period; and o "N" is the remaining number of days in the guaranteed interest period at the time of calculation. AccOne-Non-Print 19 The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for a period equal to the applicable guaranteed interest period. The average currently is based on the period starting from the 22nd day of the calendar month two months prior to the month of the Index Rate determination and ending the 21st day of the calendar month immediately before the month of determination. We currently calculate the Index Rate once each calendar month but have the right to calculate it more frequently. The Index Rate will always be based on a period of at least 28 days. If the Ask Yields are no longer available, we will determine the Index Rate by using a suitable and approved, if required, replacement method. A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising, you bear the risk that any Market Value Adjustment will likely be negative and reduce your contract value. On the other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that increases your contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If a negative Market Value Adjustment exceeds your contract value in the Fixed Interest Allocation, we will consider your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation. Several examples which illustrate how the Market Value Adjustment works are included in Appendix B. - -------------------------------------------------------------------------------- THE ANNUITY CONTRACT - -------------------------------------------------------------------------------- The Contract described in this prospectus is a deferred combination variable and fixed 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, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust and the ProFunds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. 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 die. 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. AccOne-Non-Print 20 If the contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated as the contract owner for determining the death benefit. If a beneficial owner is changed or added after the contract date, this will be treated as a change of contract owner for determining the death benefit. If no beneficial owner of the Trust has been designated, the availability of enhanced death benefits will be based on the age of the annuitant at the time you purchase the Contract. 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 and the death benefit is paid upon the death of the first of the joint owners to die. Joint owners may only select the Standard Death Benefit option. Upon adding an additional owner to a contract which was issued with an Enhanced Death Benefit option, generally, your death benefit will be changed automatically to a Standard Death Benefit and your mortality and expense risk charges will be lowered correspondingly to that which is charged under the Standard Death Benefit Option. Also note that if any owner's age is 86 or greater, even the standard death benefit guarantee will also be lost. Note that returning a Contract to single owner status will not restore any Enhanced Death Benefit. Unless otherwise specified, the term]"age" when used for joint owners shall mean the age of the oldest owner. 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, the contract owner will become the annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. 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 if the contract owner is other than an individual) 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. AccOne-Non-Print 21 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, the. guaranteed death benefit and/or the death benefit applied to the contract. The new owner's age, as of the date of the change, will be used as the basis for determining which option to use. If the new owner's age is greater than 85, the death benefit will be the cash surrender value. The new owner's death will determine when a death benefit is payable. If the new owner's age is less than 80, the death benefit option in effect prior to the change in owner will remain in effect. If the new owner's age is greater than 79, but less than or equal to 85, and if the contract was issued with an enhanced death benefit, the death benefit will become the Standard Death Benefit. If the new owner's age is greater than 85, the death benefit will be the cash surrender value. Once a death benefit has been changed due to a change in owner, a subsequent change to a younger owner will not restore any enhanced death benefits. PURCHASE AND AVAILABILITY OF THE CONTRACT The Contract is available only in connection with a non-discretionary asset-based fee brokerage account. 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 ($50 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 also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. Any initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval. IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other benefits including death benefits and the ability to receive a lifetime income. See "Fees and Expenses" in this prospectus. CREDITING OF PREMIUM PAYMENTS We will process 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 processed within 1 business day if we receive all information necessary. 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 your initial premium payment 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. We will allocate your initial payment according to the instructions you specified. For initial premium payments, the payment will be credited at the accumulation unit value next determined after we receive your premium payment and the completed application. Once the completed application is received, we will allocate the payment to the subaccounts and/or Fixed Interest Allocation specified by you within 2 business days. We will make inquiry to discover any missing information related to subsequent payments. We will allocate the subsequent payment(s) pro rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed allocation(s) will not be considered in the pro rata calculations. If a subaccount is no longer available or requested in error, we will allocate the subsequent payment(s) proportionally among the other subaccount(s) in your current allocation or your allocation instructions. For any subsequent AccOne-Non-Print 22 premium payments, the payment will be credited at the accumulation unit value next determined after receipt of your premium payment and instructions. 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 in Account B 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 5 days of the premium payment. If we do not receive the application or form within 5 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, or your representative, 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. We may require additional information before complying with your request (e.g., signature guarantee). In some states, we may require that an initial premium designated for a subaccount of Account B or the Fixed Account 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. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period. ADMINISTRATIVE PROCEDURES We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject to our administrative procedures, which vary depending on the type of service requested and may include proper completion of certain forms, providing appropriate identifying information, and/or other administrative requirements. We will process your request at the accumulation value next determined only after you have met all administrative requirements. CONTRACT VALUE We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of (a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you are invested. CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your Fixed Interest Allocation is the sum of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest Allocation (including any Market Value Adjustment applied to such withdrawal), contract fees, and premium taxes. 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. AccOne-Non-Print 23 On the contract date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation 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 not allocated to a Fixed Interest Allocation may 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). (4) We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount. (5) We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) 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 and interest credited to Fixed Interest Allocations and any Market Value Adjustment. 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 adjust for any Market Value Adjustment, then we deduct 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 all paperwork required in order for us to process your surrender. 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. Surrendering the Contract may have tax consequences. See "Federal Tax Considerations." Consult your tax adviser 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. THE SUBACCOUNTS Each of the 38 subaccounts of Separate Account B offered under this prospectus invests in an investment portfolio with its own distinct investment objectives and policies. Each subaccount of Separate Account B invests in a corresponding portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds. 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. AccOne-Non-Print 24 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 SEC (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. If you have elected the dollar cost averaging, systematic withdrawals, or automatic rebalancing programs or if you have other outstanding instructions, and we substitute or otherwise eliminate a portfolio which is subject to those instructions, we will execute your instructions using the substituted or proposed replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have higher fees and charges than any portfolio it replaces. 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. THE FIXED ACCOUNT The Fixed Account is a segregated asset account which contains the assets that support a contract owner's Fixed Interest Allocations. See "The Fixed Interest Allocations" for more information. 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 affect 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," "Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in this prospectus for information on other important provisions in your Contract. - -------------------------------------------------------------------------------- WITHDRAWALS - -------------------------------------------------------------------------------- Any time during the accumulation phase and before the death of the owner, 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. You need to submit to us a written request specifying the Fixed Interest Allocations or 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. If there is not enough contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. 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 affect the withdrawal amount you receive. CONSULT YOUR TAX ADVISER 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. AccOne-Non-Print 25 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 $100. We will apply a Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken more than 30 days before its maturity date. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawal payments (1) from the contract value in the subaccounts in which you are invested, or (2) from the interest earned in your Fixed Interest Allocations. Systematic withdrawals may be taken monthly, quarterly or annually. You decide when you would like systematic payments to start as long as it is at least 28 days after your contract date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than the 28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after the 28th day of the month, your systematic withdrawal will be made on the 28th day of each month. Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount based on a percentage of your contract value. Both forms of systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date Maximum percentage Frequency of Contract Value Monthly 1.25% Quarterly 3.75% Annually 15.00% If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable maximum percentage of your contract value on any withdrawal date, we will automatically reduce the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage, consider the Fixed Dollar Systematic Withdrawal Feature which you may add to your regular fixed dollar systematic withdrawal program. If your withdrawal is based on a percentage of your contract value and the amount to be systematically withdrawn based on that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically cancel your systematic withdrawal option. Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month, quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging program at the same time. 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. If you submit a subsequent premium payment after you have applied for systematic withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically request that we do so. The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but you may not change the amount or percentage of your AccOne-Non-Print 26 withdrawals in any contract year during which you have previously taken a regular withdrawal. You may not elect the systematic withdrawal option if you are taking IRA withdrawals. FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount regardless of any Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the amount of the fixed systematic withdrawals, which may total up to a maximum of 15% of your contract value as determined on the day we receive your election of this feature. The maximum limit will not be recalculated when you make additional premium payments, unless you instruct us to do so. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed. Flat dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum. Such withdrawals are subject to Market Value Adjustments when they exceed the applicable maximum percentage. 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. Or, we will accept your written instructions regarding the calculated amount required to be withdrawn from your Contract each year. 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. An IRA withdrawal in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment. - -------------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested and your Fixed Interest Allocations at the end of the free look period until the annuity start date. We currently do not charge AccOne-Non-Print 27 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 judgement or in accordance with applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging program. Keep in mind that transfers between Special Funds and other investment portfolios may impact your death benefit. 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 or a Fixed Interest Allocation. 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 or other approved electronic means that we reasonably believe to be genuine. We require personal identifying information to process a request for transfer made over the telephone or internet. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a 1-year guaranteed interest period. These subaccounts or Fixed Interest Allocations 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 $100. If your source account is the Limited Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. You may change the transfer amount once each contract year. Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. 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. A Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time. We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. AccOne-Non-Print 28 AUTOMATIC REBALANCING If you have at least $10,000 of contract value invested in the subaccounts of Account B, you may elect to have your investments in the subaccounts automatically rebalanced. We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed Account. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken pro rata. Automatic rebalancing is not available if you participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period. To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the program on the last business day of the period in which we receive the notice. You may cancel the program at any time. The program will automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro rata basis. Additional premium payments and partial withdrawals effected on a pro rata basis will not cause the automatic rebalancing program to terminate. - -------------------------------------------------------------------------------- DEATH BENEFIT CHOICES - -------------------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE During the accumulation phase, a death benefit is payable when either the annuitant (when contract owner is not an individual), the contract owner or the first of joint owners dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit value is calculated at the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, 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 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 benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." You may choose from the following 4 death benefit choices: (1) the Standard Death Benefit; (2) the 7% Solution Enhanced Death Benefit, (3) the Annual Ratchet Enhanced Death Benefit; or (4) the Max 7 Enhanced Death Benefit. Once you choose a death benefit, it cannot be changed. We may in the future stop or suspend offering any of the enhanced death benefit options to new Contracts. A change in ownership of the Contract may affect the amount of the death benefit and the enhanced death benefit. STANDARD DEATH BENEFIT. You will automatically receive the Standard Death Benefit unless you elect one of the enhanced death benefits. The Standard Death Benefit under the Contract is the greatest of (i) your contract value prior to death; (ii) total premium payments reduced by a pro rata adjustment for any withdrawal; and (iii) the cash surrender value. ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit is elected, the death benefit under the Contract is the greatest of (i) the contract value; (ii) total premium payments reduced by a pro rata adjustment for any withdrawal; (iii) the cash surrender value; and (iv) the enhanced death benefit as calculated below. The Max 7 Enhanced Death Benefit is the greater of (1) the 7% Solution Enhanced Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit. Under this death benefit option, the 7% Solution Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit. AccOne-Non-Print 29
- -------------------------------------------------------------------------------- HOW THE ENHANCED DEATH BENEFIT IS CALCULATED 7% SOLUTION ANNUAL RATCHET - -------------------------------------------------------------------------------- On each business day that occurs On each contract anniversary on or before the contract owner that occurs on or before the turns 80, we credit interest at contract owner turns age 80, the 7% annual effective rate* to we compare the prior the enhanced death benefit from enhanced death benefit to the preceding day (which would the contract value and be the initial premium if the select the larger amount as preceding day is the contract the new enhanced death benefit. date), then we add additional On all other days, the premiumss paid since the enhanced deather benefit is preceding day, then we adjust the amount determined below. for any withdrawals made We first take the enhanced (including any Market Value death benefit from the Adjustment applied to such preceding day (which would withdrawals) since the preceding be the initial premium if the day.** At age 80 or at the time valuation date is the of maximum death benefit is contract date) and then we reached, the accumulation rate add additional premiums paid will change. since the preceding day, and then reduce the Enhanced Death The maximum enhanced death Benefit pro rata for any benefit is 3 times all contract value withdrawn. premimums payments as reduced That amount becomes the new by adjustments for enhanced death benefit. withdrawals.*** - --------------------------------------------------------------------------------
* Certain funds are designated as "Special Funds" for purposes of calculating the 7% Solution Enhanced Death Benefit. Currently, the funds designated as Special Funds are the Liquid Asset and Limited Maturity Bond investment portfolios and the Fixed Account. The interest rate used for calculating the 7% Solution Enhanced Death Benefit for Special Funds will be the lesser of (1) 7% and (2) the interest rate, positive or negative, providing a yield on the Enhanced Death Benefit equal to the net return for the current valuation period on the contract value allocated to Special Funds. We may, with 30 days notice to you, designate any fund as a Special Fund on existing contracts with respect to new premiums added to such funds and also with respect to new transfers to such funds. Thus, selecting these investments may limit the enhanced death benefit. ** Each premium payment reduced by adjustments for any withdrawal will continue to grow at the 7% annual effective rate until the maximum is reached. ***Each withdrawal reduces the enhanced death benefit and the maximum enhanced death benefit as follows: If total withdrawals AccOne-Non-Print 30 in a contract year do not exceed 7% of cumulative premiums and did not exceed 7% of cumulative premiums in any prior contract year, such withdrawals will reduce the enhanced death benefit and the maximum enhanced death benefit. Once withdrawals in any contract year exceed 7% of cumulative premiums, withdrawals will reduce enhanced death benefit and the maximum enhanced death benefit in proportion to the reduction in contract value pro rata. Pro rata withdrawal adjustment on all death benefit options is calculated by (i) dividing the contract value withdrawn by the contract value immediately prior to the withdrawal, and then (ii) multiplying the result by the amount of the applicable death benefit component immediately prior to the withdrawal. The enhanced death benefits are available only at the time you purchase your Contract and only if the contract owner or annuitant (when the contract owner is other than an individual) is less than 80 years old at the time of purchase. The enhanced death benefits are not available where a Contract is owned by joint owners. The Death Benefit under the Contract is the greatest of (i) your contract value prior to death; (ii) total premium payments reduced by a pro rata adjustment for any withdrawal; and (iii) the cash surrender value. DEATH BENEFIT DURING THE INCOME PHASE If any 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. CONTINUATION AFTER DEATH-SPOUSE If at the contract owner's death, the surviving spouse of the deceased contract owner is the beneficiary and such surviving spouse elects to continue the contract as his or her own the following will apply: If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the variable subaccounts in proportion to the contract value in the subaccounts. If there is no contract value in any subaccount, the addition will be allocated to the Liquid Asset subaccount, or its successor. The death benefit will continue to apply, with all age criteria using the surviving spouse's age as the determining age. This addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the contract holder elects to continue the contract as his or her own. CONTINUATION AFTER DEATH-NON SPOUSE If the beneficiary or surviving joint owner is not the spouse of the owner, the Contract may continue in force subject to the required distribution rules of the Internal Revenue Code. See next section. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under a non-qualified 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 AccOne-Non-Print 31 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. - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- We deduct the Contract 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, including compensation and expenses paid in connection with sales of the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. The amount of a Contract charge will not always correspond to the actual costs associated with the charge. 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: NO SURRENDER CHARGE. We do not deduct any surrender charges for withdrawals. AccOne-Non-Print 32 PREMIUM TAXES. We may make a charge for state and local premium taxes depending your state of residence. The tax can range from 0% to 3.5% of the premium payment. We have the right to change this amount to conform with changes in the law or if you change your 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 when you surrender the Contract 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 for each transfer after the twelfth transfer in a contract year. If such a charge is assessed, we would deduct the charge from the subaccounts and the Fixed Interest Allocations from which each such transfer is made in proportion to the amount being transferred from each such subaccount and Fixed Interest Allocation 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, auto rebalancing and transfers we make to and from any subaccount specially designated by the Company for such purpose. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is deducted each business day. The amount of the mortality and expense risk charge depends on the death benefit you have elected. If you have elected the Standard Death Benefit, the chare, on an annual basis, is equal to 0.35% of the assets you have in each subaccount. The charge is deducted on each business day at the rate of .000961% for each day since the previous business day. If you have elected an enhanced death benefit, the charge, on an annual basis, is equal to 0.50% for the Annual Ratchet Enhanced Death Benefit, 0.70% for the 7% Solution Enhanced Death Benefit or 0.80% for the Max 7 Enhanced Death Benefit, of the assets you have in each subaccount. The charge is deducted each business day at the rate of .001373%, 001925%, or 002201%, respectively, for each day since the previous business day. ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based administrative charge, on an annual basis, is equal to 0.15% of the assets you have in each subaccount. The charge is deducted on each business day at the rate of .000411% for each day since the previous business day. This charge is deducted daily from your assets in each subaccount. TRUST EXPENSES Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, five portfolios deduct a service fee, which is used to compensate service providers for administrative and contract holder services provided on behalf of the portfolios, and six portfolios deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of shares of the applicable portfolio. Based on actual portfolio experience in 2000, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this prospectus. Additionally, we may receive compensation from the investment advisers, administrators, distributors of the portfolios in connection with administrative, distribution, or other services and cost savings experienced by the investment advisers, administrators or distributors. It is anticipated that such compensation will be based on assets of the particular portfolios attributable to the Contract. Some advisers, administrators or distributors may pay us more than others. - -------------------------------------------------------------------------------- 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 you chose. AccOne-Non-Print 33 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, adjusted for any applicable Market Value Adjustment, 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 and interest credited to the Fixed Interest Allocations. 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) under applicable law, the total contract value applied to purchase a Fixed Interest Allocation, 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 annuity start date, which is the date on which the annuity payments commence. The annuity start date must be at least 5 years from the contract date but before the month immediately following the annuitant's 90th birthday, or 10 years from the contract date, if later. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday, or 10 years from the contract date, if later. 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. For more information, 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 reach age 70 1/2 (or, in some cases, retire). Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing. 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. AccOne-Non-Print 34 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. Under this option, we make payments for the life of the annuitant in equal monthly installments and guarantee the income 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, we will continue payments 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. Under this option, your contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable. If variable and subject to the Investment Company Act of 1940, it will comply with the requirements of such Act. 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 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 your 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. - -------------------------------------------------------------------------------- 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 AccOne-Non-Print 35 added to the contract value since the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies contained in the report or in any confirmation notices. 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 SEC 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 SEC so permits for the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months. IN CASE OF ERRORS IN YOUR APPLICATION If an age or gender 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 gender. 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 should consult a tax adviser for tax advice. 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 under applicable federal tax law. You will be given advance notice of such changes. 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. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the fixed account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Asset subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your Contract is void as of the day we receive your Contract and cancellation request. We determine your contract value at the close of business on the day we receive your written request. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you. AccOne-Non-Print 36 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 the principal underwriter and distributor of the Contract as well as for other contracts issued through Separate Account B and other separate accounts of Golden American. The principal address of Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. Directed Services is a corporation organized under the laws of New York and is a wholly owned subsidiary of Equitable of Iowa. Directed Services is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with securities commissions in the states in which it operates, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). Directed Services has the authority to enter into selling agreements with other firms. Certain sales agreements may provide for payment of a quarterly trail commission based on a percentage of contract value at the end of each quarter. Directed Services has entered into selling agreements with broker-dealers to sell the Contracts through registered representatives. Those representatives are registered with the NASD, and if applicable, also with the states in which they do business. They also are licensed as insurance agents in the states in which they do business. Directed Services receives no commissions for the sale of the Contracts but may receive a quarterly trail commission for some Contracts. When such trail commissions are received, Directed Services passes through the entire amount of the commission to the broker-dealer whose registered representative sold the Contract. - -------------------------------------------------------------------------------- UNDERWRITER COMPENSATION - -------------------------------------------------------------------------------- NAME OF PRINCIPAL AMOUNT OF OTHER UNDERWRITER COMMISSION TO BE PAID COMPENSATION Directed Services, Inc. None Reimbursement of any covered expenses incurred by registered representatives in connection with the distribution of the Contracts. - -------------------------------------------------------------------------------- We may make additional cash payments to broker-dealers for marketing and educational expenses and for the reimbursement of certain expenses incurred by registered representatives in connection with the distribution of the Contracts. - -------------------------------------------------------------------------------- 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 AccOne-Non-Print 37 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. 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 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 named or otherwise involved in lawsuits, including class action lawsuits and arbitrations. In some class action and other actions involving insurers, substantial damages have been sought and/or material settlement or award 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 Assistant 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 and Account B appearing in this prospectus or 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 in this prospectus or 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. - -------------------------------------------------------------------------------- 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 whose 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 AccOne-Non-Print 38 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 non-qualified 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. INVESTOR CONTROL. 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. See "Death Benefit Choices" for additional information on required distributions from non-qualified contracts. 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 you paid for the contract less any nontaxable withdrawals)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 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 AccOne-Non-Print 39 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, or payee other than an owner, 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,designation 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 one 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 AccOne-Non-Print 40 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. 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. AccOne-Non-Print 41 ROTH IRA 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 any IRA. A 10% penalty may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which a conversion was made. 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). You should consult a tax adviser with respect to legislative developments and their effect on the Contract. AccOne-Non-Print 42 - -------------------------------------------------------------------------------- MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA The following selected financial data prepared in accordance with generally accepted accounting principles ("GAAP") for Golden American should be read in conjunction with the financial statements and notes thereto included in this prospectus. On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the outstanding capital stock of Equitable of Iowa Companies ("Equitable of Iowa"), according to a merger agreement among Equitable of Iowa, PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996, Equitable of Iowa acquired all of the outstanding capital stock of BT Variable, Inc., then the parent of Golden American (the "Equitable acquisition"). For financial statement purposes, the ING acquisition was accounted for as a purchase effective October 25, 1997 and the Equitable acquisition was accounted for as a purchase effective August 14, 1996. As a result, the financial data presented below for periods after October 24, 1997, are presented on the Post-Merger new basis of accounting, for the period August 14, 1996 through October 24, 1997, are presented on the Post-Acquisition basis of accounting, and for August 13, 1996 and prior periods are presented on the Pre-Acquisition basis of accounting.
SELECTED GAAP BASIS FINANCIAL DATA (IN THOUSANDS) POST-MERGER ------------------------------------------------------------- For the Period For the Year For the Year For the Year October 25, Ended Ended Ended 1997 through December 31, December 31, December 31, December 31, 2000 1999 1998 1997 ----------- ----------- ----------- ----------- Annuity and Interest Sensitive Life Product Charges ......... $ 144,877 $ 82,935 $ 39,119 $ 3,834 Net Income (Loss) before Federal Income Tax $ 32,862 $ 19,737 $ 10,353 $ (279) Net Income (Loss) .......................... $ 19,180 $ 11,214 $ 5,074 $ (425) Total Assets ............................... $11,852,677 $ 9,392,857 $ 4,754,623 $ 2,446,395 Total Liabilities .......................... $11,235,540 $ 8,915,008 $ 4,400,729 $ 2,219,082 Total Stockholder's Equity ................. $ 617,137 $ 477,849 $ 353,894 $ 227,313
POST-ACQUISITION PRE-ACQUISITION --------------------------------- --------------- For the Period For the Period For the Period January 1,1997 August 14, January 1, through 1996 through 1996 through October 24, December 31, August 13, 1997 1996 1996 -------------- -------------- --------------- Annuity and Interest Sensitive Life Product Charges ......... $ 18,288 $ 8,768 $ 12,259 Net Income (Loss) before Federal Income Tax $ (608) $ 570 $ 1,736 Net Income (Loss) .......................... $ 729 $ 350 $ 3,199 Total Assets ............................... N/A $1,677,899 N/A Total Liabilities .......................... N/A $1,537,415 N/A Total Stockholder's Equity ................. N/A $ 140,484 N/A
42 BUSINESS ENVIRONMENT The current business and regulatory environment presents many challenges to the insurance industry. The variable annuity competitive environment remains intense and is dominated by a number of large highly rated insurance companies. Increasing competition from traditional insurance carriers as well as banks and mutual fund companies offers consumers many choices. However, overall demand for variable insurance products remains strong for several reasons including: low levels of inflation, moderate interest rate levels, a growing U.S. economy; an aging U.S. population that is increasingly concerned about retirement, estate planning, and maintaining their standard of living in retirement; and potential reductions in government and employer-provided benefits at retirement, as well as lower public confidence in the adequacy of those benefits. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze Golden American Life Insurance Company's ("Golden American") consolidated results of operations. In addition, some analysis and information regarding financial condition and liquidity and capital resources is provided. This analysis should be read jointly with the consolidated financial statements, related notes, and the Cautionary Statement Regarding Forward-Looking Statements, which appear elsewhere in this report. Golden American reports financial results on a consolidated basis. The consolidated financial statements include the accounts of Golden American and its wholly owned subsidiary, First Golden American Life Insurance Company of New York ("First Golden," and collectively with Golden American, the "Companies"). RESULTS OF OPERATION 2000 COMPARED TO 1999 PREMIUMS PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999 ---- ---------- ------ ---- (Dollars in millions) Variable annuity premiums: Separate account ........... $ 1,307.3 (48.0)% $ (1,204.4) $ 2,511.7 Fixed account .............. 793.1 2.9 22.4 770.7 ---------- ----- ---------- ---------- Total variable annuity premiums 2,100.4 (36.0) (1,182.0) 3,282.4 Variable life premiums ........ 1.6 (81.8) (7.0) 8.6 ---------- ----- ---------- ---------- Total premiums ................ $ 2,102.0 (36.1)% $ (1,189.0) $ 3,291.0 ========== ===== ========== ========== For the Companies' variable insurance contracts, premiums collected are not reported as revenues, but as deposits to insurance liabilities. Revenues for these products are recognized over time in the form of investment spread and product charges. Variable annuity separate account premiums decreased 48.0% in 2000. Excluded from the variable annuity separate account premiums above are $1,787.9 million and $97.9 million for the years ended December 31, 2000 and 1999, respectively, related to modified coinsurance agreements. The fixed account portion of the Companies' variable annuity premiums increased 2.9% in 2000. Excluding the effect of the modified coinsurance agreements, the increase in premiums resulted from increased sales of existing annuity products and from the introduction of a new annuity product during 2000 called GoldenSelect Guarantee Annuity. 43 Variable life premiums decreased 81.8% in 2000. In August 1999, Golden American discontinued offering variable life products, but the Companies continue to accept additional premiums from existing policyholders. Premiums, net of reinsurance, for variable products from a significant broker/dealer having at least ten percent of total sales for the year ended December 31, 2000, totaled $235.3 million, or 11% of total net premiums compared to $918.4 million, or 28%, from two significant broker/dealers for the year ended December 31, 1999. Gross premiums for variable products from two significant broker/dealers having at least ten percent of total sales for the year ended December 31, 2000, totaled $831.0 million, or 21% of total gross premiums compared to $1,018.9 million, or 30%, from two significant broker/dealers for the year ended December 31, 1999.
REVENUES PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999 ---- ---------- ------ ---- (Dollars in millions) Annuity and interest sensitive life product charges ................................ $ 144.9 74.7% $ 62.0 $ 82.9 Management fee revenue .................... 23.0 106.4 11.9 11.1 Net investment income ..................... 64.1 8.4 4.9 59.2 Realized gains (losses) on investments .... (6.6) (124.2) (3.7) (2.9) -------- ------ -------- -------- $ 225.4 50.0% $ 75.1 $ 150.3 ======== ====== ======== ========
Total revenues increased 50.0%, or $75.1 million, to $225.4 million in 2000. Annuity and interest sensitive life product charges increased 74.7%, or $62.0 million, to $144.9 million in 2000, primarily due to additional fees earned from the increasing block of business in the separate accounts. Golden American provides certain managerial and supervisory services to Directed Services, Inc. ("DSI"), a wholly owned subsidiary of EIC. The fee paid to Golden American for these services, which is calculated as a percentage of average assets in the variable separate accounts, was $21.3 million for 2000 and $10.1 million for 1999. This increase is due to the increasing assets in the separate accounts and renegotiation of the fee paid by DSI to Golden American. Net investment income increased 8.4%, or $4.9 million, to $64.1 million in 2000 from $59.2 million in 1999, due to increasing investment yields, as well as a larger average amount of assets backing the fixed account options within the variable products. During 2000, the Companies had net realized losses on investments of $6.6 million, mainly due to sales of fixed maturities, including a $142,000 write down of an impaired fixed maturity. In 1999, the Companies had net realized losses on investments of $2.9 million, including a $1.6 million write down of two impaired fixed maturities. 44
EXPENSES PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 2000 CHANGE CHANGE 1999 ---- ---------- ------ ---- (Dollars in millions) Insurance benefits and expenses: Annuity and interest sensitive life benefits: Interest credited to account balances ....... $ 195.1 11.3% $ 19.8 $ 175.3 Benefit claims incurred in excess of account balances ......................... 4.9 (22.4) (1.4) 6.3 Underwriting, acquisition, and insurance expenses: Commissions ................................. 213.7 13.4 25.3 188.4 General expenses ............................ 84.9 41.1 24.7 60.2 Insurance taxes, state licenses, and fees ... 4.5 12.5 0.5 4.0 Policy acquisition costs deferred ........... (168.4) (51.4) 178.0 (346.4) Expenses and charges reimbursed under modified coinsurance agreements .......... (225.8) 2,341.7 (216.6) (9.2) Amortization: Deferred policy acquisition costs ........ 55.2 66.5 22.1 33.1 Value of purchased insurance in force .... 4.8 (23.0) (1.4) 6.2 Goodwill ................................. 3.8 -- -- 3.8 -------- ------- -------- -------- $ 172.7 41.9% $ 51.0 $ 121.7 ======== ======= ======== ========
Total insurance benefits and expenses increased 41.9%, or $51.0 million, in 2000 from $121.7 million in 1999. Interest credited to account balances increased 11.3%, or $19.8 million, in 2000 from $175.3 million in 1999. The premium credit on the Premium Plus variable annuity product increased $8.2 million to $132.0 million at December 31, 2000. The remaining increase in interest credited relates to higher average account balances and higher average credited rates associated with the Companies' fixed account options within the variable products. Commissions increased 13.4%, or $25.3 million, in 2000 from $188.4 million in 1999 due to increased sales of the fixed and separate account options in 2000. Insurance taxes, state licenses, and fees increased 12.5%, or $0.5 million, in 2000 from $4.0 million in 1999. Changes in commissions and insurance taxes, state licenses, and fees are generally related to changes in the level and composition of variable product sales. Most costs incurred as the result of sales have been deferred, thus having very little impact on current earnings. General expenses increased 41.1%, or $24.7 million, in 2000 from $60.2 million in 1999. Management expects general expenses to continue to increase in 2001 as a result of the emphasis on expanding the salaried wholesaler distribution network and the growth in sales. The Companies use a network of wholesalers to distribute products, and the salaries and sales bonuses of these wholesalers are included in general expenses. The portion of these salaries and related expenses that varies directly with production levels is deferred thus having little impact on current earnings. The increase in general expenses was partially offset by reimbursements received from DSI, Equitable Life Insurance Company of Iowa ("Equitable Life"), an affiliate, ING Mutual Funds Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an affiliate, Southland Life Insurance Company, an affiliate, and United Life & Annuity Insurance Company, an affiliate, for certain advisory, computer, and other resources and services provided by Golden American. The Companies' previous balances of deferred policy acquisition costs ("DPAC"), value of purchased insurance in force ("VPIF"), and unearned revenue reserve were eliminated and a new asset of $44.3 million representing VPIF was established for all policies in force at the merger date. During 2000, VPIF established at the merger date of the Companies' Parent and ING, was adjusted to reduce amortization by $1.6 million to reflect changes in the assumptions related to the timing of estimated gross profits. During 1999, VPIF was adjusted to increase amortization by $0.7 million to reflect changes in the assumptions 45 related to the timing of future gross profits. Amortization of DPAC increased $22.1 million, or 66.5%, in 2000. This increase resulted from a growth in deferred policy acquisition costs generated by expenses associated with the large sales volume experienced since December 31, 1999. Deferred policy acquisition costs decreased $178.0 million or 51.4% for the year ended December 31, 2000. This decrease was due to a modified coinsurance agreement which was entered into during the second quarter of 2000, and which resulted in a $223.7 million decrease in deferred policy acquisition costs. Based on current conditions and assumptions as to the impact of future events on acquired policies in force, the expected approximate net amortization relating to VPIF as of December 31, 2000, is $3.9 million in 2001, $3.6 million in 2002, $3.0 million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual amortization may vary based upon changes in assumptions and experience. Expenses and charges reimbursed under modified coinsurance agreements increased by $216.6 million to $225.8 million during 2000 as compared to the year ended December 31, 1999. This was primarily due to a modified coinsurance agreement which was entered into during the second quarter of 2000, with an affiliate, Equitable Life, covering a part of the business issued after January 1, 2000. This reinsurance agreement contributed $218.8 million to expenses and charges reimbursed under modified coinsurance agreements during the year ended December 31, 2000. This was offset by a corresponding decrease in deferred policy acquisition costs and reimbursement of non-deferrable costs related to policies reinsured under this agreement. Interest expense increased 123.4%, or $11.0 million, in 2000 from $8.9 million in 1999. Interest expense on a $25 million surplus note issued December 1996 and expiring December 2026 was $2.1 million for the year ended December 31, 2000, unchanged from the same period of 1999. Interest expense on a $60 million surplus note issued in December 1998 and expiring December 2028 was $4.4 million for the year ended December 31, 2000, unchanged from the same period of 1999. Interest expense on a $75 million surplus note, issued September 30, 1999 and expiring September 29, 2029 was $5.8 million for the year ended December 31, 2000, and $1.5 million for the year ended December 31, 1999. Interest expense on a $50 million surplus note, issued December 1999 and expiring December 2029 was $4.1 million for the year ended December 31, 2000. Interest expense on a $35 million surplus note issued December 1999 and expiring December 2029 was $3.0 million for the year ended December 31, 2000. Golden American also paid $0.4 million in 2000 and $0.8 million in 1999 to ING America Insurance Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest expense on a revolving note payable with SunTrust Bank, Atlanta was $0.1 million and $0.2 million for the years ended December 31, 2000 and 1999, respectively. INCOME. Net income for 2000 was $19.2 million, an increase of $8.0 million from $11.2 million for 1999. Comprehensive income for 2000 was $24.3 million, an increase of $21.3 million from comprehensive income of $3.0 million for 1999. 1999 COMPARED TO 1998 PREMIUMS PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998 ---- ---------- ------ ---- (Dollars in millions) Variable annuity premiums: Separate account ........... $ 2,511.7 71.9% $ 1,050.5 $ 1,461.2 Fixed account .............. 770.7 30.9 182.0 588.7 ---------- ----- ---------- ---------- Total variable annuity premiums 3,282.4 60.1 1,232.5 2,049.9 Variable life premiums ........ 8.6 (37.8) (5.2) 13.8 ---------- ----- ---------- ---------- Total premiums ................ $ 3,291.0 59.5% $ 1,227.3 $ 2,063.7 ========== ===== ========== ========== For the Companies' variable insurance contracts, premiums collected are not reported as revenues, but as deposits to insurance liabilities. Revenues for these products are recognized over time in the form of investment spread and product charges. 46 Variable annuity separate account premiums increased 71.9% in 1999. The fixed account portion of the Companies' variable annuity premiums increased 30.9% in 1999. These increases resulted from increased sales of the Premium Plus variable annuity product. Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American discontinued offering variable life products. Premiums, net of reinsurance, for variable products from two significant broker/dealers each having at least ten percent of total sales for the year ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to $528.9 million, or 26%, from two significant broker/dealers for the year ended December 31, 1998.
REVENUES PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998 ---- ---------- ------ ---- (Dollars in millions) Annuity and interest sensitive life product charges ................................ $ 82.9 112.0% $ 43.8 $ 39.1 Management fee revenue .................... 11.1 131.2 6.3 4.8 Net investment income ..................... 59.2 39.3 16.7 42.5 Realized gains (losses) on investments .... (2.9) 96.1 (1.4) (1.5) -------- ----- ------- ------- $ 150.3 77.0% $ 65.4 $ 84.9 ======== ===== ======= =======
Total revenues increased 77.0%, or $65.4 million, to $150.3 million in 1999. Annuity and interest sensitive life product charges increased 112.0%, or $43.8 million, to $82.9 million in 1999, primarily due to additional fees earned from the increasing block of business in the separate accounts. Golden American provides certain managerial and supervisory services to DSI. The fee paid to Golden American for these services, which is calculated as a percentage of average assets in the variable separate accounts, was $10.1 million for 1999 and $4.8 million for 1998. Net investment income increased 39.3%, or $16.7 million, to $59.2 million in 1999 from $42.5 million in 1998, due to growth in invested assets from December 31, 1998, increasing interest rates, and a relative increase in below investment grade investments. During 1999, the Company had net realized losses on investments of $2.9 million, which includes a $1.6 million write down of two impaired fixed maturities, compared to net realized losses on investments of $1.5 million in 1998 which included a $1.0 million write down of two impaired fixed maturities. 47
EXPENSES PERCENTAGE DOLLAR FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998 ---- ---------- ------ ---- (Dollars in millions) Insurance benefits and expenses: Annuity and interest sensitive life benefits: Interest credited to account balances .... $ 175.3 84.7% $ 80.4 $ 94.9 Benefit claims incurred in excess of account balances ...................... 6.3 200.2 4.2 2.1 Underwriting, acquisition, and insurance expenses: Commissions .............................. 188.4 55.5 67.2 121.2 General expenses ......................... 60.2 60.2 22.6 37.6 Insurance taxes, state licenses, and fees 4.0 (4.0) (0.1) 4.1 Policy acquisition costs deferred ........ (346.4) 75.1 (148.6) (197.8) Expenses and charges reimbursed under modified coinsurance agreements ....... (9.2) 64.3 (3.6) (5.6) Amortization: Deferred policy acquisition costs ..... 33.1 543.3 28.0 5.1 Value of purchased insurance in force . 6.2 32.0 1.5 4.7 Goodwill .............................. 3.8 -- -- 3.8 -------- ----- -------- -------- $ 121.7 73.6% $ 51.6 $ 70.1 ======== ===== ======== ========
Total insurance benefits and expenses increased 73.6%, or $51.6 million, in 1999 from $70.1 million in 1998. Interest credited to account balances increased 84.7%, or $80.4 million, in 1999 from $94.9 million in 1998. The premium credit on the Premium Plus variable annuity product increased $69.3 million to $123.8 million at December 31, 1999. The bonus interest on the fixed account increased $3.0 million to $10.9 million at December 31, 1999. The remaining increase in interest credited relates to higher account balances associated with the Companies' fixed account options within the variable products. Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in 1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million, in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes, state licenses, and fees are generally related to changes in the level and composition of variable product sales. Insurance taxes, state licenses, and fees are impacted by several other factors, which include an increase in FICA taxes primarily due to bonuses and expenses for the triennial insurance department examination of Golden American, which were offset by a decrease in 1999 of guaranty fund assessments paid. Most costs incurred as the result of sales have been deferred, thus having very little impact on current earnings. General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million in 1998. Management expects general expenses to continue to increase in 2000 as a result of the emphasis on expanding the salaried wholesaler distribution network and the growth in sales. The Companies use a network of wholesalers to distribute products, and the salaries and sales bonuses of these wholesalers are included in general expenses. The portion of these salaries and related expenses that varies directly with production levels is deferred thus having little impact on current earnings. The increase in general expenses was partially offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an affiliate, Southland Life Insurance Company, an affiliate, and United Life & Annuity Insurance Company, an affiliate, for certain advisory, computer, and other resources and services provided by Golden American. The Companies' previous balances of deferred policy acquisition costs ("DPAC"), value of purchased insurance in force ("VPIF"), and unearned revenue reserve were eliminated and a new asset of $44.3 million representing VPIF was established for all policies in force at the merger date. During 1999, VPIF was adjusted to increase amortization by $0.7 million to reflect changes in the assumptions related to the timing of estimated gross profits. During 1998, VPIF decreased $2.7 million to adjust the value of other receivables 48 and increased $0.2 million as a result of an adjustment to the merger costs. During 1998, VPIF was adjusted to reduce amortization by $0.2 million to reflect changes in the assumptions related to the timing of future gross profits. Amortization of DPAC increased $28.0 million, or 543.3%, in 1999. This increase resulted from growth in policy acquisition costs deferred from $197.8 million at December 31, 1998 to $346.4 million at December 31, 1999, which was generated by expenses associated with the large sales volume experienced since December 31, 1998. Based on current conditions and assumptions as to the impact of future events on acquired policies in force, the expected approximate net amortization relating to VPIF as of December 31, 1999 is $4.0 million in 2000, $3.6 million in 2001, $3.3 million in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual amortization may vary based upon changes in assumptions and experience. Expenses and charges reimbursed under modified coinsurance agreements increased by $3.6 million due primarily to income received under a modified reinsurance agreement with an unaffiliated reinsurer. Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in 1998. Interest expense on a $25 million surplus note issued December 1996 and expiring December 2026 was $2.1 million for the year ended December 31, 1999, unchanged from the same period of 1998. Interest expense on a $60 million surplus note issued in December 1998 and expiring December 2028 was $4.3 million for the year ended December 31, 1999. Interest expense on a $75 million surplus note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million for the year ended December 31, 1999. Golden American also paid $0.8 million in 1999 and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest expense on a revolving note payable with SunTrust Bank, Atlanta was $0.2 million and $0.3 million for the years ended December 31, 1999 and 1998, respectively. In addition, Golden American incurred interest expense of $0.2 million in 1998 on a line of credit with Equitable. INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from $5.1 million for 1998. Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from comprehensive income of $3.9 million for 1998. FINANCIAL CONDITION RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AA+ by Fitch IBCA, Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating Services ("Standard & Poor's"). INVESTMENTS. The financial statement carrying value and amortized cost basis of the Companies' total investments decreased slightly in 2000. All of the Companies' investments, other than mortgage loans on real estate, are carried at fair value in the Companies' financial statements. The decrease in the carrying value of the Companies' investment portfolio was due to changes in unrealized appreciation and depreciation of fixed maturities, offset by net sales. The decrease in the cost basis of the Companies' investment portfolio resulted from the sale of assets to support net transfers of policyholders from the Companies' fixed account options to the separate account options, and a shift towards short-term investments. The Companies manage the growth of insurance operations in order to maintain adequate capital ratios. To support the fixed account options of the Companies' variable insurance products, cash flow was invested primarily in fixed maturities, short-term investments and mortgage loans on real estate. At December 31, 2000, the Companies investments had a yield of 6.7%. The Companies estimate the total investment portfolio, excluding policy loans, had a fair value approximately equal to 99.3% of amortized cost value at December 31, 2000. Fixed Maturities: At December 31, 2000, the Companies had fixed maturities with an amortized cost of $798.8 million and an estimated fair value of $792.6 million. The Companies classify 100% of securities as available for sale. Net unrealized depreciation of fixed maturities of $6.2 million comprised of gross appreciation of $5.8 million and gross depreciation of $12.0 million. Depreciation of $1.5 million was included in stockholder's equity at December 31, 2000 (net of adjustments of $0.8 million to VPIF, $3.1 million to DPAC, and $0.8 million to deferred taxes). 49 The individual securities in the Companies' fixed maturities portfolio (at amortized cost) include investment grade securities, which include securities issued by the U.S. government, its agencies, and corporations that are rated at least A- by Standard & Poor's ($519.9 million or 65.1%), that are rated BBB+ to BBB- by Standard & Poor's ($117.9 million or 14.7%), and below investment grade securities, which are securities issued by corporations that are rated BB+ to B- by Standard & Poor's ($53.5 million or 6.7%). Securities not rated by Standard & Poor's had a National Association of Insurance Commissioners ("NAIC") rating of 1, 2, 3, 4, or 5 ($106.9 million or 13.4%) and investments with a rating of 6 on which impairment writedowns have been recognized ($0.6 million or 0.1%). The Companies' fixed maturity investment portfolio had a combined yield at amortized cost of 6.8% December 31, 2000. Fixed maturities rated BBB+ to BBB- may have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities. At December 31, 2000, the amortized cost value of the Companies' total investment in below investment grade securities, excluding mortgage-backed securities, was $65.1 million, or 6.4%, of the Companies' investment portfolio. The Companies intend to purchase additional below investment grade securities, but do not expect the percentage of the portfolio invested in such securities to exceed 10% of the investment portfolio. At December 31, 2000, the yield at amortized cost on the Companies' below investment grade portfolio was 8.2% compared to 6.6% for the Companies' investment grade corporate bond portfolio. The Companies estimate the fair value of the below investment grade portfolio was $60.2 million, or 92.6% of amortized cost value, at December 31, 2000. Below investment grade securities have different characteristics than investment grade corporate debt securities. Risk of loss upon default by the borrower is significantly greater with respect to below investment grade securities than with other corporate debt securities. Below investment grade securities are generally unsecured and are often subordinated to other creditors of the issuer. Also, issuers of below investment grade securities usually have higher levels of debt and are more sensitive to adverse economic conditions, such as a recession or increasing interest rates, than are investment grade issuers. The Companies attempt to reduce the overall risk in the below investment grade portfolio, as in all investments, through careful credit analysis, strict investment policy guidelines, and diversification by company and by industry. The Companies analyze the investment portfolio, including below investment grade securities, at least quarterly in order to determine if the Companies' ability to realize the carrying value on any investment has been impaired. For debt and equity securities, if impairment in value is determined to be other than temporary (i.e. if it is probable the Companies will be unable to collect all amounts due according to the contractual terms of the security), the cost basis of the impaired security is written down to fair value, which becomes the new cost basis. The amount of the write-down is included in earnings as a realized loss. Future events may occur, or additional or updated information may be received, which may necessitate future write-downs of securities in the Companies' portfolio. Significant write-downs in the carrying value of investments could materially adversely affect the Companies' net income in future periods. In 2000, fixed maturities designated as available for sale with a combined amortized cost of $211.3 million were sold, called, or repaid by their issuers. In total, net pre-tax losses from sales, calls, and repayments of fixed maturities amounted to $6.1 million in 2000, excluding the $142,000 pre-tax loss recognized in June 2000 to reduce the carrying value of an impaired bond to its net realizable value of $315,000. Equity Securities: Equity securities at market represent 0.7% of the fair value of the Companies' investment portfolio. At December 31, 2000, the Companies owned equity securities with a cost of $8.6 million and an estimated fair value of $6.8 million. Net unrealized depreciation of equity securities was comprised entirely of gross depreciation of $1.8 million. Equity securities are primarily comprised of investments in shares of the mutual funds underlying the Companies' registered separate accounts. Mortgage Loans on Real Estate: Mortgage loans on real estate represent 9.9% of the Companies' investment portfolio. Mortgages outstanding at amortized cost were $99.9 million at December 31, 2000 with an estimated fair value of $100.5 million. The Companies' mortgage loan portfolio includes 56 loans with an average size of $1.8 million and average seasoning of 0.6 years if weighted by the number of loans. 50 The Companies' mortgage loans on real estate are typically secured by occupied buildings in major metropolitan locations and not speculative developments and are diversified by type of property and geographic location. Mortgage loans on real estate have been analyzed by geographical location with concentrations by state identified as California (15% in 2000 and 12% in 1999), and Utah (9% in 2000, 10% in 1999). There are no other concentrations of mortgage loans on real estate in any state exceeding ten percent at December 31, 2000 and 1999. Mortgage loans on real estate have also been analyzed by collateral type with significant concentrations identified in office buildings (29% in 2000, 34% in 1999), industrial buildings (35% in 2000, 33% in 1999), retail facilities (18% in 2000, 19% in 1999), and multi-family apartments (10% in 2000 and 10% in 1999). At December 31, 2000, the yield on the Companies' mortgage loan portfolio was 7.3%. At December 31, 2000, no mortgage loan on real estate was delinquent by 90 days or more. The Companies' loan investment strategy is consistent with other life insurance subsidiaries of ING in the United States. The Companies have experienced a historically low default rate in their mortgage loan portfolios. OTHER ASSETS. Reinsurance recoverables increased $19.1 million during 2000, due largely to an increase of $14.6 million in reinsurance reserves from an intercompany reinsurance agreement between Golden American and Security Life of Denver International Limited. On December 28, 2000, effective January 1, 2000, Golden American entered into a reinsurance agreement with Security Life of Denver International Limited, an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits. The remainder of the increase was mainly due to an increase in reinsurance receivable from surrenders, and was consistent with an increase in ceded premiums from 1999 to 2000. Amounts due from affiliates increased by $38.1 million during 2000 due mainly to a capital contribution receivable of $35.0 million from the parent company at December 31, 2000. The remainder of the increase was an increased receivable for management fee revenues. The increase was due to higher management fees in the current year as well as the timing of the receivable settlement. Accrued investment income decreased $1.6 million during 2000, due to a shift from long-term to short-term investments at December 31, 2000 as compared to December 31, 1999. DPAC represents certain deferred costs of acquiring new insurance business, principally first year commissions and interest bonuses, premium credits, and other expenses related to the production of new business after the merger. Any expenses which vary directly with the sales of the Companies' products are deferred and amortized. The Companies' previous balances of DPAC and VPIF were eliminated as of the merger date, and an asset representing VPIF was established for all policies in force at the merger date. VPIF is amortized into income in proportion to the expected gross profits of in force acquired business in a manner similar to DPAC amortization. At December 31, 2000, the Companies had DPAC and VPIF balances of $635.1 million and $25.9 million, respectively, as compared to DPAC and VPIF balances of $529.0 million and $31.7 million at December 31, 1999. Goodwill totaling $151.1 million, representing the excess of the acquisition cost over the fair value of net assets acquired, was established at the merger date. Accumulated amortization of goodwill as of December 31, 2000 was $11.9 million. Other assets increased $29.5 million during 2000, due mainly to an increase in the receivable for securities sold. At December 31, 2000, the Companies had $9.8 billion of separate account assets compared to $7.6 billion at December 31, 1999. The increase in separate account assets resulted from sales of the Companies' variable annuity products, net of redemptions and reinsurance, and from net policyholder transfers to the separate account options from the fixed account options within the variable products. The increase was partially offset by negative equity market returns. At December 31, 2000, the Companies had total assets of $11.9 billion, a 26.2% increase from December 31, 1999. 51 LIABILITIES. Future policy benefits for annuity and interest sensitive life products increased $29.2 million, or 2.8%, to $1.1 billion reflecting mainly an increase in reserves due to the introduction of minimum guaranteed living benefits as new riders available to policyholders as of February, 2000 on certain variable products. Sales, net of redemptions and reinsurance, and increased transfer activity to the separate account options accounted for the $2.2 billion, or 30.0%, increase in separate account liabilities to $9.8 billion at December 31, 2000. On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note to Equitable Life, which matures on December 29, 2029. On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note to First Columbine Life Insurance Company, an affiliate, which matures on December 7, 2029. On September 30, 1999, Golden American issued a $75 million, 7.75% surplus note to ING AIH, which matures on September 29, 2029. On December 30, 1999, ING AIH assigned the surplus note to Equitable Life. On December 30, 1998, Golden American issued a $60 million, 7.25% surplus note to Equitable Life, which matures on December 29, 2028. On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note to Equitable, which matures on December 17, 2026. As a result of the merger of Equitable into EIC, the surplus note is now payable to EIC. Amounts due to affiliates increased by $7.2 million from $12.7 million at December 31, 1999 to $19.9 million at December 31, 2000. This was mainly due to the overpayment of the cash settlement for the modified coinsurance agreement with an affiliate. Other liabilities increased $16.2 million from $53.2 million at December 31, 1999, due primarily to the timing of the settlement of account transfers, an increase in outstanding checks, and an increased pension liability, partly offset by a decrease in the payable for securities purchased. In conjunction with the volume of variable annuity sales, the Companies' total liabilities increased $2.3 billion, or 26.0%, during 2000 and totaled $11.2 billion at December 31, 2000. The effects of inflation and changing prices on the Companies' financial position are not material since insurance assets and liabilities are both primarily monetary and remain in balance. An effect of inflation, which has been low in recent years, is a decline in stockholder's equity when monetary assets exceed monetary liabilities. STOCKHOLDER'S EQUITY. Additional paid-in capital increased $115.0 million, or 24.5%, from December 31, 1999 to $583.6 million at December 31, 2000, due to capital contributions from the Parent. LIQUIDITY AND CAPITAL RESOURCES Liquidity is the ability of the Companies to generate sufficient cash flows to meet the cash requirements of operating, investing, and financing activities. The Companies' principal sources of cash are variable annuity premiums and product charges, investment income, maturing investments, proceeds from debt issuance, and capital contributions made by the Parent. Primary uses of these funds are payments of commissions and operating expenses, interest and premium credits, investment purchases, repayment of debt, as well as withdrawals and surrenders. Net cash provided by operating activities was $72.7 million in 2000 compared to net cash used by operating activities of $74.0 million in 1999. The Companies have predominantly had negative cash flows from operating activities since Golden American started issuing variable insurance products in 1989. These negative operating cash flows result primarily from the funding of commissions and other deferrable expenses related to the continued growth in the sales of variable annuity products. During 2000, these 52 negative cash flows were offset by the effects of a modified coinsurance agreement entered into with an affiliate which resulted in the reimbursement of policy acquisition costs incorporated in a net cash settlement of $218.8 million. This was partially offset also by the use of cash from increases in reinsurance recoverable, due from affiliates and other assets. Net cash provided by investing activities was $28.0 million during 2000 as compared to net cash used in investing activities of $177.5 million in 1999. This increase is primarily due to lower purchases of fixed maturities during 2000 than in 1999. Net sales of fixed maturities totaled $51.1 million in 2000 versus net purchases of $124.0 million in 1999. This change was mainly due to the relatively constant level policyholder account balances in the fixed account options during 2000 as compared to an increase during 1999, combined with a shift toward short-term investments. Net cash used by financing activities was $51.9 million during 2000 as compared to net cash provided by financing activities of $259.2 million during the prior year. In 2000, net cash provided by financing activities was positively impacted by net fixed account deposits of $660.4 million compared to $627.1 million in 1999. This increase was more than offset by net reallocations to the Companies' separate accounts, which increased to $825.9 million from $650.3 million during the prior year. In 2000, another important source of cash provided by financing activities was $115.0 million in capital contributions from the Parent compared to $121.0 million in 1999. Another source of cash provided by financing activities during 1999 was $160.0 million in proceeds from surplus notes. No surplus notes were issued during 2000. The Companies' liquidity position is managed by maintaining adequate levels of liquid assets, such as cash or cash equivalents and short-term investments. Additional sources of liquidity include borrowing facilities to meet short-term cash requirements. Golden American maintains a $65.0 million reciprocal loan agreement with ING AIH, which expires on December 31, 2007. In addition, the Companies have established an $85.0 million revolving note facility with SunTrust Bank, Atlanta, which expires on July 31, 2001. Management believes these sources of liquidity are adequate to meet the Companies' short-term cash obligations. Based on current trends, the Companies expect to continue to use net cash in operating activities, given the continued growth of the variable annuity sales. It is anticipated that a continuation of capital contributions from the Parent, the issuance of additional surplus notes, and/or the use of modified coinsurance agreements will cover these net cash outflows. ING AIH is committed to the sustained growth of Golden American. During 2001, ING AIH will maintain Golden American's statutory capital and surplus at the end of each quarter at a level such that: 1) the ratio of Total Adjusted Capital divided by Company Action Level Risk Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes) divided by Company Action Level Risk Based Capital exceeds 200%; and 3) Golden American's statutory capital and surplus exceeds the "Amounts Accrued for Expense Allowances Recognized in Reserves" as disclosed on page 3, Line 13A of Golden American's statutory statement. During the first quarter of 1999, Golden American's operations were moved to a new site in West Chester, Pennsylvania. Previously, Golden American's business operations were housed in leased facilities located in Wilmington, Delaware and leased facilities in Pennsylvania. During 2000, Golden American occupied 105,000 square feet of leased space; and an affiliate occupied 20,000 square feet in the same facilities. Golden American's New York subsidiary is housed in leased space in New York, New York. The Companies intend to spend approximately $3.9 million on capital needs for 2001. The ability of Golden American to pay dividends to its Parent is restricted. Prior approval of insurance regulatory authorities is required for payment of dividends to the stockholder which exceed an annual limit. During 2001, Golden American cannot pay dividends to its Parent without prior approval of statutory authorities. Under the provisions of the insurance laws of the State of New York, First Golden cannot distribute any dividends to its stockholder, Golden American, unless a notice of its intent to declare a dividend and the amount of the dividend has been filed with the New York Insurance Department at least thirty days in advance of the proposed declaration. If the Superintendent of the New York Insurance Department finds the financial condition of First Golden does not warrant the distribution, the Superintendent may 53 disapprove the distribution by giving written notice to First Golden within thirty days after the filing. The management of First Golden does not anticipate paying dividends to Golden American during 2001. The NAIC's risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. These requirements are intended to allow insurance regulators to monitor the capitalization of insurance companies based upon the type and mixture of risks inherent in a company's operations. The formula includes components for asset risk, liability risk, interest rate exposure, and other factors. The Companies have complied with the NAIC's risk-based capital reporting requirements. Amounts reported indicate that the Companies have total adjusted capital well above all required capital levels. Reinsurance: At December 31, 2000, Golden American had reinsurance treaties with six unaffiliated reinsurers and three affiliated reinsurers covering a significant portion of the mortality risks and guaranteed death and living benefits under its variable contracts. Golden American remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements. On June 30, 2000, effective January 1, 2000, Golden American entered into a modified coinsurance agreement with Equitable Life, an affiliate, covering a considerable portion of Golden American's variable annuities issued on or after January 1, 2000, excluding those with an interest rate guarantee. On December 28, 2000, Golden American entered into a reinsurance agreement with Security Life of Denver International Limited, an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits of variable annuities issued on or after January 1, 2000. An irrevocable letter of credit was obtained through Bank of New York in the amount of $10,500,000 related to this agreement. On December 29, 2000, First Golden entered into a reinsurance treaty with London Life Reinsurance Company of Pennsylvania, an unaffiliated reinsurer, covering the minimum guaranteed death benefits of First Golden's variable annuities issued on or after January 1, 2000. MARKET RISK AND RISK MANAGEMENT Asset/liability management is integrated into many aspects of the Companies' operations, including investment decisions, product development, and crediting rates determination. As part of the risk management process, different economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine that existing assets are adequate to meet projected liability cash flows. Key variables include contractholder behavior and the variable separate accounts' performance. Contractholders bear the majority of the investment risks related to the variable insurance products. Therefore, the risks associated with the investments supporting the variable separate accounts are assumed by contractholders, not by the Companies (subject to, among other things, certain minimum guarantees). The Companies' products also provide certain minimum death and guaranteed living benefits that depend on the performance of the variable separate accounts. Currently, the majority of death and living benefit risks are reinsured, which protects the Companies from adverse mortality experience and prolonged capital market decline. A surrender, partial withdrawal, transfer, or annuitization made prior to the end of a guarantee period from the fixed account may be subject to a market value adjustment. As the majority of the liabilities in the fixed account are subject to market value adjustment, the Companies do not face a material amount of market risk volatility. The fixed account liabilities are supported by a portfolio principally composed of fixed rate investments that can generate predictable, steady rates of return. The portfolio management strategy for the fixed account considers the assets available for sale. This enables the Companies to respond to changes in market interest rates, changes in prepayment risk, changes in relative values of asset sectors and individual securities and loans, changes in credit quality outlook, and other relevant factors. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risks, as well as other risks. The Companies' asset/liability management discipline includes strategies to minimize exposure to loss as interest rates and economic and market conditions change. 54 On the basis of these analyses, management believes there is no material solvency risk to the Companies. With respect to a 10% drop in equity values from year end 2000 levels, variable separate account funds, which represent 90% of the in force, pass the risk in underlying fund performance to the contractholder (except for certain minimum guarantees). With respect to interest rate movements up or down 100 basis points from year end 2000 levels, the remaining 10% of the in force are fixed account funds and almost all of these have market value adjustments which provide significant protection against changes in interest rates. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Any forward-looking statement contained herein or in any other oral or written statement by the Companies or any of their officers, directors, or employees is qualified by the fact that actual results of the Companies may differ materially from such statement, among other risks and uncertainties inherent in the Companies' business, due to the following important factors: 1. Prevailing interest rate levels and stock market performance, which may affect the ability of the Companies to sell their products, the market value and liquidity of the Companies' investments, fee revenue, and the lapse rate of the Companies' policies, notwithstanding product design features intended to enhance persistency of the Companies' products. 2. Changes in the federal income tax laws and regulations, which may affect the tax status of the Companies' products. 3. Changes in the regulation of financial services, including bank sales and underwriting of insurance products, which may affect the competitive environment for the Companies' products. 4. Increasing competition in the sale of the Companies' products. 5. Other factors that could affect the performance of the Companies, including, but not limited to, market conduct claims, litigation, insurance industry insolvencies, availability of competitive reinsurance on new business, investment performance of the underlying portfolios of the variable products, variable product design, and sales volume by significant sellers of the Companies' variable products. OTHER INFORMATION SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust, September 30, 1992 to date of this Prospectus, Golden American's operations consisted of one business segment, the sale of variable insurance products. Golden American and its affiliate DSI are party to in excess of 620 sales agreements with broker-dealers, seven of whom, Locust Street Securities, Inc., Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network Securities, Inc., Multi-Financial Securities Corporation, Primevest Financial Services and Washington Square Securities, Inc. are affiliates of Golden American. As of December 31, 2000, one broker-dealers produces 10% or more of Golden American's product sales net of reinsurance. RESERVES. In accordance with the life insurance laws and regulations under which Golden American operates, it is obligated to carry on its books, as liabilities, actuarially determined reserves to meet its obligations on outstanding Contracts. Reserves, based on valuation mortality tables in general use in the United States, where applicable, are computed to equal amounts which, together with interest on such reserves computed annually at certain assumed rates, make adequate provision according to presently accepted actuarial standards of practice, for the anticipated cash flows required by the contractual obligations and related expenses of Golden American. COMPETITION. Golden American is engaged in a business that is highly competitive because of the large number of stock and mutual life insurance companies and other entities marketing insurance products 55 comparable to those of Golden American. There are over 2500 stock, mutual and other types of insurers in the life insurance business in the United States, a substantial number of which are significantly larger than Golden American. AGREEMENTS WITH AFFILIATES. Pursuant to a service agreement between Golden American and Equitable Life, Equitable Life provides certain administrative, financial and other services to Golden American. Equitable Life billed Golden American and its subsidiary First Golden American Life Insurance Company of New York ("First Golden"), $1.3 million and $1.3 million, for the years ended December 31, 2000 and 1999, respectively, under this service agreement. Golden American provides to DSI certain of its personnel to perform management, administrative and clerical services and the use of certain facilities. Golden American charges DSI 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 DSI. In the opinion of management, this method of cost allocation is reasonable. In 1995, the service agreement between DSI and Golden American was amended to provide for a management fee from DSI to Golden American for managerial and supervisory services provided by Golden American. This fee, calculated as a percentage of average assets in the variable separate accounts, was $21.3 million and $10.1 million for the years 2000 and 1999, respectively. Since January 1, 1998, Golden American and First Golden have had an asset management agreement with ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides asset management and accounting services for a fee, based on assets under management and payable quarterly. For the years ended December 31, 2000 and 1999, Golden American and First Golden incurred fees of $2.5 million and $2.2 million, respectively, under this agreement. Since 1997, Golden American has provided certain advisory, computer and other resources and services to Equitable Life. Revenues for these services totaled $6.2 million for 2000 and $6.1 million for 1999. The Companies provide resources and services to DSI. Revenues for these services totaled $0.2 million for 2000 and $0.4 of 1999. Golden American provides resources and services to ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services totaled $0.5 million for 2000 and $0.2 million for 1999. Golden American provides resources and services to United Life & Annuity Insurance Company, an affiliate. Revenues for these services, which reduce general expenses incurred by Golden American, totaled $0.6 million and $0.5 million for the years ended December 31, 2000 and 1999, respectively. The Companies provide resources and services to Security Life of Denver Insurance Company, an affiliate. Revenues for these services, which reduce general expenses incurred by the Companies totaled $0.3 million and $0.2 million for the years ended December 31, 2000 and 1999, respectively. The Companies provide resources and services to Southland Life Insurance Company, an affiliate. Revenues for these services, which reduce general expenses incurred by the Companies totaled $0.1 million and $0.1 million for the years ended December 31, 2000 and 1999, respectively. Golden American has a guaranty agreement with Equitable Life, an affiliate. In consideration of an annual fee, payable June 30, Equitable Life guarantees to Golden American that it will make funds available, if needed, to Golden American to pay the contractual claims made under the provisions of Golden American's life insurance and annuity contracts. The agreement is not, and nothing contained therein or done pursuant thereto by Equitable Life shall be deemed to constitute, a direct or indirect guaranty by Equitable Life of the payment of any debt or other obligation, indebtedness, or liability of any kind or character whatsoever, of Golden American. The agreement does not guarantee the value of the underlying assets held in separate accounts in which funds of variable life insurance and variable annuity policies have been invested. The calculation of the annual fee is based on risk based capital. On June 30, 2000, Golden American incurred a fee of $7,000, under this agreement. No annual fee was paid in 1999. 56 DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI 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 issued by Golden American which as of December 31, 2000, are sold through other broker/dealer institutions. For the years 2000 and 1999, commissions paid by Golden American to DSI (including commissions paid by First Golden) aggregated $208.9 million and $181.5 million, respectively. EMPLOYEES. Certain officers of Golden American are also officers of DSI, and their salaries are allocated among both companies. Certain officers of Golden American are also officers of other Equitable of Iowa subsidiaries. See "Directors and Executive Officers." PROPERTIES. Golden American's principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380, where most of Golden American's records are maintained. This office space is leased. Other records are maintained in Des Moines and Atlanta at the offices of Equitable and ING, respectively. STATE REGULATION. Golden American is subject to the laws of the State of Delaware governing insurance companies and to the regulations of the Delaware Insurance Department (the "Insurance Department"). A detailed financial statement in the prescribed form (the "Annual Statement") is filed with the Insurance Department each year covering Golden American's operations for the preceding year and its financial condition as of the end of that year. Regulation by the Insurance Department includes periodic examination to determine contract liabilities and reserves so that the Insurance Department may certify that these items are correct. Golden American's books and accounts are subject to review by the Insurance Department at all times. A full examination of Golden American's operations is conducted periodically by the Insurance Department and under the auspices of the NAIC. In addition, Golden American is subject to regulation under the insurance laws of all jurisdictions in which it operates. The laws of the various jurisdictions establish supervisory agencies with broad administrative powers with respect to various matters, including licensing to transact business, overseeing trade practices, licensing agents, approving contract forms, establishing reserve requirements, fixing maximum interest rates on life insurance contract loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulating the type and amounts of investments permitted. Golden American is required to file the Annual Statement with supervisory agencies in each of the jurisdictions in which it does business, and its operations and accounts are subject to examination by these agencies at regular intervals. The NAIC has adopted several regulatory initiatives designed to improve the surveillance and financial analysis regarding the solvency of insurance companies in general. These initiatives include the development and implementation of a risk-based capital formula for determining adequate levels of capital and surplus. Insurance companies are required to calculate their risk-based capital in accordance with this formula and to include the results in their Annual Statement. It is anticipated that these standards will have no significant effect upon Golden American. For additional information about the Risk-Based Capital adequacy monitoring system and Golden American, see "Management's Discussion and Analysis Results of Operations." In addition, many states regulate affiliated groups of insurers, such as Golden American, and its affiliates, under insurance holding company legislation. Under such laws, inter-company transfers of assets and dividend payments from insurance subsidiaries may be subject to prior notice or approval, depending on the size of the transfers and payments in relation to the financial positions of the companies involved. Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed (up to prescribed limits) for contract owner losses incurred by other insurance companies which have become insolvent. Most of these laws provide that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. For information regarding Golden American's estimated liability for future guaranty fund assessments, see Note 10 of Notes to Financial Statements. Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Certain insurance products of Golden American are subject to various federal securities laws and regulations. In addition, current and proposed 57 federal measures which may significantly affect the insurance business include regulation of insurance company solvency, employee benefit regulation, removal of barriers preventing banks from engaging in the insurance business, tax law changes affecting the taxation of insurance companies and the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles. DIRECTORS AND OFFICERS NAME (AGE) POSITION(S) WITH THE COMPANY - -------------------------- ---------------------------------------------------- Robert C. Salipante (44) Chief Executive Officer and Director Chris D. Schreier (44) President Barnett Chernow (50) President and CEO, Investment Products Group Myles R. Tashman (57) Executive Vice President, General Counsel and Assistant Secretary Wayne R. Huneke (49) Director and Chief Financial Officer Thomas J. McInerney (44) Director Mark A. Tullis (45) Director Phillip R. Lowery (48) Director Paula Cludray-Engelke (44) Secretary James R. McInnis (53) Executive Vice President and Chief Marketing Officer Stephen J. Preston (43) Executive Vice President and Chief Actuary E. Robert Koster (42) Senior Vice President David S. Pendergrass (41) Vice President and Treasurer David L. Jacobson (51) Senior Vice President and Assistant Secretary William L. Lowe (37) Senior Vice President Ronald R. Blasdell (47) Senior Vice President Steven G. Mandel (41) Senior Vice President and Chief Information Officer Gary F. Haynes (56) Senior Vice President and Assistant Secretary Andrew D. Chua (46 ) Senior Vice President Each director is elected to serve for one year or until the next annual meeting of shareholders or until his or her successor is elected. Some directors are directors of insurance company subsidiaries of Golden American's parent, Equitable of Iowa. Golden American's directors and senior executive officers and their principal positions for the past five years are listed below: Mr. Robert C. Salipante was elected Director and Chief Executive Officer of Golden American in March, 2001. He has served as a Director of ReliaStar Life Insurance Company from October, 1995 to the present. He served ReliaStar Financial Corp. from February, 1996 to November, 1996 as Senior Vice President, Individual Insurance Division and Technology and from November, 1996 to July, 1999 as Senior Vice President, Personal Financial Services. He was elected President, Chief Operating Officer and Director of ReliaStar Financial Corp. July, 1999 to August, 2000. He became General Manager and Chief Executive Officer, US Retail Financial Services in September, 2000. Mr. Chris D. Schreier was elected President of Golden American in March, 2001. From January, 1994 to September, 1996 he served as Assistant Vice President and Assistant Controller for ReliaStar Financial Corp. He was elected Second Vice President of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from September, 1996 to January, 1999. He has served as Vice President and Controller of ReliaStar Financial Corp. since January, 1999. Mr. Barnett Chernow became President and CEO of Investment Products Group in March 2001 and President of First Golden in April, 1998. From 1998 to 2001, Mr. Chernow served as President of Golden American. From 1996 to 1998, Mr. Chernow served as Executive Vice President of First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice President of Golden American. He was elected to serve as a director of First Golden in June, 1996 and Golden American in April, 1998. Mr. Myles R. Tashman joined Golden American in August, 1994 as Senior Vice President and was named Executive Vice President, General Counsel effective January, 1996 and Assistant Secretary effective March, 2001. He served as a Director of Golden American from January, 1998 to March, 2001. He also serves as a Director, Executive Vice President, General Counsel and Secretary of First Golden. 58 Mr. Wayne R. Huneke was elected Director, Senior Vice President and Chief Financial Officer of Golden American in March, 2001. Since October, 1995 he has served as a Director of ReliaStar Life Insurance Company. He served ReliaStar Financial Corp. as Senior Vice President, Chief Financial Officer from August, 1994 to November, 1997, from November, 1997 to May, 1999 he served as Senior Vice President, ReliaStar Financial Markets. He became Senior Executive Vice President of ReliaStar Financial Corp. in May, 1999. Mr. Thomas J. McInerney was elected as a Director of Golden American in March, 2001. He served Aetna U.S. Healthcare, Inc. as Vice President, National Accounts from April, 1996 to March, 1997. From August, 1997 to the present he has served as Director and from September, 1997 to the present he has served as President of Aetna Life Insurance & Annuity Company. He has served as President and Director of Aetna Insurance Company of America from September, 1997 to the present. Mr. Mark A. Tullis became a Director of Golden American and First Golden in December 1999. He has served as Executive Vice President, Strategy and Operations for ING Americas Region since September 1999. From June, 1994 to August, 1999, he was with Primerica, serving as Executive Vice President at the time of his departure. Mr. Phillip R. Lowery became a Director of Golden American in April, 1999 and First Golden in December, 1999. He has served as Executive Vice President and Chief Actuary for ING Americas Region since 1990. Ms. Paula Cludray-Engelke was elected Secretary of Golden American in March, 2001. From October, 1985 to October, 2000 Ms. Cludray-Engelke served with ReliaStar Life Insurance Company (f/k/a Northwestern National Life Insurance Company) in various compliance positions. From October, 2000 to the present she has served as an Attorney with ING US Legal Services. Mr. James R. McInnis joined Golden American and First Golden in December, 1997 as Executive Vice President. From 1982 through November, 1997, he held several positions with the Endeavor Group and was President upon his departure. Mr. E. Robert Koster was elected Senior Vice President of Golden American and Senior Vice President and Chief Financial Officer of First Golden in September, 1998. From September, 1998 to March, 2001, he was also Chief Financial Officer of Golden American. From August, 1984 to September, 1998 he has held various positions with ING companies in The Netherlands. Mr. David S. Pendergrass was elected Treasurer and Vice President of Golden American in December, 2000. Since October, 1995 he has served as a Vice President and Treasurer of ING North America Insurance Corporation. Mr. David L. Jacobson joined Golden American in November, 1993 as Vice President and Assistant Secretary and became Senior Vice President in December, 1993. He was elected Senior Vice President and Assistant Secretary for First Golden in June, 1996. Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice President, Chief Actuary and Controller. He became an Executive Vice President and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief Actuary of First Golden in June, 1996 and elected Executive Vice President in June, 1998. Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing in January, 1994. He became a Senior Vice President, Sales & Marketing, of Golden American in August, 1997. He was also President of Equitable of Iowa Securities Network, Inc. until October, 1998. Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior Vice President and Chief Information Officer in June, 1998. Mr. Ronald R. Blasdell joined Golden American in February, 1994 and became Senior Vice President, Project Implementation in June, 1998. 59 Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice President, Operations. From August, 1995 to February, 1998 he was with F&G Life Insurance Company; serving as Senior Vice President, Operations at the time of his departure. He served as Senior Vice President, Operations with Golden American from July, 1994 to August, 1995. Mr. Andrew D. Chua joined Golden American as Vice President in June, 1998 and became a Senior Vice President in February, 2000. From January, 1998 to May, 1998, Mr. Chua was employed by Transamerica Life & Annuity Company. From January, 1993 to December, 1997, Mr. Chua was employed by National Actuarial Network, Inc. COMPENSATION TABLE AND OTHER INFORMATION The following sets forth information with respect to the Chief Executive Officer of Golden American as well as the annual salary and bonus for the next five highly compensated executive officers for the fiscal year ended December 31, 2000. Certain executive officers of Golden American are also officers of DSI and First Golden. The salaries of such individuals are allocated among Golden American, DSI and First Golden pursuant to an arrangement among these companies. EXECUTIVE COMPENSATION TABLE The following table sets forth information with respect to the annual salary and bonus for Golden American's Chief Executive Officer and the four other most highly compensated executive officers for the fiscal year ended December 31, 2000.
LONG-TERM ANNUAL COMPENSATION COMPENSATION ------------------- ---------------------- RESTRICTED SECURITIES NAME AND STOCK AWARDS UNDERLYING ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS 1 OPTIONS OPTIONS COMPENSATION2 - ------------------ ---- ------ ------- ------- ------- ------------- Barnett Chernow ... 2000 $ 409,447 $ 638,326 10,200 $ 26,887 President 1999 $ 300,009 $ 698,380 6,950 $ 20,464 1998 $ 284,171 $ 105,375 8,000 James R. McInnis .. 2000 $ 337,543 $1,210,898 5,200 $ 19,487 Executive Vice 1999 $ 250,007 $ 955,646 5,550 $ 15,663 President 1998 $ 250,004 $ 626,245 2,000 William L. Lowe ... 2000 $ 205,144 $ 821,545 3,500 $ 81 Senior Vice President Stephen J. Preston 2000 $ 230,170 $ 426,994 5,000 $ 14,713 Executive Vice 1999 $ 198,964 $ 235,002 2,050 $ 12,564 President and Chief 1998 $ 173.870 $ 32,152 3,500 Actuary Gary Haynes ....... 2000 $ 201,136 $ 404,773 3,000 $ 14,735 Senior Vice President
- -------------------- 1 The amount shown relates to bonuses paid in 2000, 1999 and 1998. 2 Other compensation for 2000 and 1999 includes a business allowance for each named executive which is required to be applied to specific business expenses of the named executive. 60 OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT % OF TOTAL ASSUMED ANNUAL NUMBER OF OPTIONS RATES OF STOCK SECURITIES GRANTED TO PRICE APPRECIATION UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM 3 OPTIONS IN FISCAL OR BASE EXPIRATION ----------------------- NAME GRANTED 1 YEAR PRICE 2 DATE 5% 10% - ---- ---------- ---------- -------- ---------- --------- --------- Barnett Chernow ..... 10,200 0.85% $ 54.56 04/03/2010 $ 348,987 $ 886,937 James R. McInnis .... 5,200 0.43% $ 54.56 04/03/2010 $ 178,425 $ 452,164 William L. Lowe ..... 3,500 0.29% $ 54.56 04/03/2010 $ 120,094 $ 304,341 Stephen J. Preston .. 5,000 0.42% $ 54.56 04/03/2010 $ 171,562 $ 434,773 Gary Haynes ......... 3,000 0.25% $ 54.56 04/03/2010 $ 102,937 $ 260,864
- ---------------- 1 Stock appreciation rights granted in 2000 to the officers of Golden American have a three-year vesting period and an expiration date as shown. 2 The base price was equal to the fair market value of ING's stock on the date of grant. 3 Total dollar gains based on indicated rates of appreciation of share price over the total term of the rights. 61 - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholder Golden American Life Insurance Company We have audited the accompanying consolidated balance sheets of Golden American Life Insurance Company as of December 31, 2000 and 1999, and the related consolidated statements of operations, changes in stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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. 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 consolidated financial position of Golden American Life Insurance Company at December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Atlanta, Georgia March 12, 2001 62 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data)
December 31, December 31, 2000 1999 ----------- ----------- ASSETS Investments: Fixed maturities, available for sale, at fair value (cost: 2000 - $798,751; 1999 - $858,052) ............ $ 792,578 $ 835,321 Equity securities, at fair value (cost: 2000 - $8,611; 1999 - $14,952) ..................................... 6,791 17,330 Mortgage loans on real estate .......................... 99,916 100,087 Policy loans ........................................... 13,323 14,157 Short-term investments ................................. 106,775 80,191 ----------- ----------- Total investments ......................................... 1,019,383 1,047,086 Cash and cash equivalents ................................. 63,207 14,380 Reinsurance recoverable ................................... 19,331 14,834 Reinsurance recoverable from affiliates ................... 14,642 -- Due from affiliates ....................................... 38,786 637 Accrued investment income ................................. 9,606 11,198 Deferred policy acquisition costs ......................... 635,147 528,957 Value of purchased insurance in force ..................... 25,942 31,727 Current income taxes recoverable .......................... 511 35 Deferred income tax asset ................................. 9,047 21,943 Property and equipment, less allowances for depreciation of $5,638 in 2000 and $3,229 in 1999 ...................... 14,404 13,888 Goodwill, less accumulated amortization of $11,964 in 2000 and $8,186 in 1999 ..................................... 139,163 142,941 Other assets .............................................. 32,019 2,514 Separate account assets ................................... 9,831,489 7,562,717 ----------- ----------- Total assets .............................................. $11,852,677 $ 9,392,857 =========== ===========
See accompanying notes. 63 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (CONTINUED) (Dollars in thousands, except per share data)
December 31, December 31, 2000 1999 ------------ ------------ LIABILITIES AND STOCKHOLDER`S EQUITY Policy liabilities and accruals: Future policy benefits: Annuity and interest sensitive life products .......... $ 1,062,891 $ 1,033,701 Unearned revenue reserve .............................. 6,817 6,300 Other policy claims and benefits ......................... 82 8 ------------ ------------ 1,069,790 1,040,009 Surplus notes ............................................... 245,000 245,000 Revolving note payable ...................................... -- 1,400 Due to affiliates ........................................... 19,887 12,650 Other liabilities ........................................... 69,374 53,232 Separate account liabilities ................................ 9,831,489 7,562,717 ------------ ------------ 11,235,540 8,915,008 Commitments and contingencies Stockholder's equity: Common stock, par value $10 per share, authorized, issued, and outstanding 250,000 shares ........................ 2,500 2,500 Additional paid-in capital ............................... 583,640 468,640 Accumulated other comprehensive loss ..................... (4,046) (9,154) Retained earnings ........................................ 35,043 15,863 ------------ ------------ Total stockholder's equity .................................. 617,137 477,849 ------------ ------------ Total liabilities and stockholder's equity .................. $ 11,852,677 $ 9,392,857 ============ ============
See accompanying notes. 64 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands)
Year Ended December 31 2000 1999 1998 --------- --------- --------- REVENUES: Annuity and interest sensitive life product charges .................................... $ 144,877 $ 82,935 $ 39,119 Management fee revenue ........................ 22,982 11,133 4,771 Net investment income ......................... 64,140 59,169 42,485 Realized losses on investments ................ (6,554) (2,923) (1,491) --------- --------- --------- 225,445 150,314 84,884 Insurance benefits and expenses: Annuity and interest sensitive life benefits: Interest credited to account balances ...... 195,088 175,257 94,845 Benefit claims incurred in excess of account balances ................................ 4,943 6,370 2,123 Underwriting, acquisition and insurance expenses: Commissions ................................... 213,719 188,383 121,171 General expenses .............................. 84,936 60,205 37,612 Insurance taxes, state licenses, and fees ..... 4,528 3,976 4,140 Policy acquisition costs deferred ............. (168,444) (346,396) (197,796) Amortization: Deferred policy acquisition costs .......... 55,154 33,119 5,148 Value of purchased insurance in force ...... 4,801 6,238 4,724 Goodwill ................................... 3,778 3,778 3,778 Expenses and charges reimbursed under modified coinsurance agreements ............ (225,787) (9,247) (5,604) --------- --------- --------- 172,716 121,683 70,141 Interest expense ................................. 19,867 8,894 4,390 --------- --------- --------- 192,583 130,577 74,531 --------- --------- --------- Income before income taxes ....................... 32,862 19,737 10,353 Income taxes ..................................... 13,682 8,523 5,279 --------- --------- --------- Net income ....................................... $ 19,180 $ 11,214 $ 5,074 ========= ========= =========
See accompanying notes. 65 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Dollars in thousands)
Additional Accumulated Other Retained Total Common Paid-in Comprehensive Earnings Stockholder's Stock Capital Income (Loss) (Deficit) Equity -------------------------------------------------------------------- Balance at December 31, 1997 ..... $ 2,500 $ 224,997 $ 241 $ (425) $ 227,313 Comprehensive income: Net income ................. -- -- -- 5,074 5,074 Change in net unrealized investment gains (losses) -- -- (1,136) -- (1,136) Comprehensive income .......... 3,938 Contribution of capital ....... -- 122,500 -- -- 122,500 Other ......................... -- 143 -- -- 143 --------- --------- --------- --------- --------- Balance at December 31, 1998 ..... 2,500 347,640 (895) 4,649 353,894 Comprehensive income: Net income ................. -- -- -- 11,214 11,214 Change in net unrealized investment gains (losses) -- -- (8,259) -- (8,259) Comprehensive income .......... 2,955 Contribution of capital ....... -- 121,000 -- -- 121,000 --------- --------- --------- --------- --------- Balance at December 31, 1999 ..... $ 2,500 $ 468,640 $ (9,154) $ 15,863 $ 477,849 Comprehensive income: Net income ................. -- -- -- 19,180 19,180 Change in net unrealized investment gains (losses) -- -- 5,108 -- 5,108 Comprehensive income .......... 24,288 Contribution of capital ....... -- 115,000 -- -- 115,000 --------- --------- --------- --------- --------- Balance at December 31, 2000 ..... $ 2,500 $ 583,640 $ (4,046) $ 35,043 $ 617,137 ========= ========= ========= ========= =========
See accompanying notes. 66 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
Year Ended December 31 2000 1999 1998 --------- --------- --------- OPERATING ACTIVITIES Net income .......................................... $ 19,180 $ 11,214 $ 5,074 Adjustments to reconcile net income to net cash provided by (used in) operations: Adjustments related to annuity and interest sensitive life products: Interest credited and other charges on interest sensitive products ......................... 195,088 175,257 94,845 Charges for mortality and administration ...... (313) 524 (233) Change in unearned revenues ................... 517 2,460 2,651 Increase (decrease) in policy liabilities and accruals ...................................... 74 8 (10) Decrease (increase) in accrued investment income ........................................ 1,592 (1,553) (3,222) Policy acquisition costs deferred ................ (168,444) (346,396) (197,796) Amortization of deferred policy acquisition costs 55,154 33,119 5,148 Amortization of value of purchased insurance in force ...................................... 4,801 6,238 4,724 Change in other assets, due to/from affiliates, other liabilities and accrued income taxes .... (63,840) 24,845 9,979 Provision for depreciation and amortization ...... 8,616 8,850 8,147 Provision for deferred income taxes .............. 13,728 8,523 5,279 Realized losses on investments ................... 6,554 2,923 1,491 --------- --------- --------- Net cash provided by (used in) operating activities . 72,707 (73,988) (63,923) --------- --------- --------- INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - available for sale ............ 205,136 220,547 145,253 Mortgage loans on real estate .................... 12,701 6,572 3,791 Equity securities ................................ 6,128 -- -- Policy loans - net ............................... 834 -- -- --------- --------- --------- 224,799 227,119 149,044 Acquisition of investments: Fixed maturities - available for sale ............ (154,028) (344,587) (476,523) Equity securities ................................ -- -- (10,000) Mortgage loans on real estate .................... (12,887) (9,659) (16,390) Policy loans - net ............................... -- (2,385) (2,940) Short-term investments - net ..................... (26,584) (39,039) (26,692) --------- --------- --------- (193,499) (395,670) (532,545) Issuance of reciprocal loan agreement receivables ... (16,900) -- -- Receipt of repayment of reciprocal loan agreement receivables ...................................... 16,900 -- -- Net purchase of property and equipment .............. (3,285) (8,968) (6,485) --------- --------- --------- Net cash provided by (used in) investing activities . 28,015 (177,519) (389,986)
See accompanying notes. 67 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Dollars in thousands)
Year Ended December 31 2000 1999 1998 --------- --------- --------- FINANCING ACTIVITIES Proceeds from reciprocal loan agreement borrowings ..................................... $ 178,900 $ 396,350 $ 500,722 Repayment of reciprocal loan agreement borrowings ..................................... (178,900) (396,350) (500,722) Proceeds from revolving note payable .............. 67,200 220,295 108,495 Repayment of revolving note payable ............... (68,600) (218,895) (108,495) Proceeds from surplus note ........................ -- 160,000 60,000 Repayment of line of credit borrowings ............ -- -- (5,309) Receipts from annuity and interest sensitive life policies credited to account balances ..... 801,793 773,685 593,428 Return of account balances on annuity and interest sensitive life policies ........... (141,440) (146,607) (72,649) Net reallocations to separate account ............. (825,848) (650,270) (239,671) Contributions of capital by parent ................ 115,000 121,000 103,750 --------- --------- --------- Net cash provided by (used in) financing activities (51,895) 259,208 439,549 --------- --------- --------- Increase (decrease) in cash and cash equivalents .................................... 48,827 7,701 (14,360) Cash and cash equivalents at beginning of period ......................................... 14,380 6,679 21,039 --------- --------- --------- Cash and cash equivalents at end of period ........ $ 63,207 $ 14,380 $ 6,679 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest ....................................... $ 22,444 $ 6,392 $ 4,305 Income taxes ................................... 957 -- 99 Non-cash financing activities: Non-cash adjustment to additional paid-in capital for adjusted merger costs ........... -- -- 143 Contribution of capital from parent to repay line of credit borrowings ............. -- -- 18,750
See accompanying notes. 69 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION The consolidated financial statements include Golden American Life Insurance Company ("Golden American") and its wholly owned subsidiary, First Golden American Life Insurance Company of New York ("First Golden," and collectively with Golden American, the "Companies"). All significant intercompany accounts and transactions have been eliminated. ORGANIZATION Golden American, a wholly owned subsidiary of Equitable of Iowa Companies, Inc., offers variable insurance products and is licensed as a life insurance company in the District of Columbia and all states except New York. First Golden is licensed to sell insurance products in New York and Delaware. The Companies' variable annuity products are marketed by broker/dealers, financial institutions, and insurance agents. The Companies' primary customers are consumers and corporations. On October 24, 1997 ("the merger date"), PFHI Holding, Inc. ("PFHI"), a Delaware corporation, acquired all of the outstanding capital stock of Equitable of Iowa Companies ("Equitable") according to the terms of an Agreement and Plan of Merger dated July 7, 1997 among Equitable, PFHI, and ING Groep N.V. ("ING"). PFHI is a wholly owned subsidiary of ING, a global financial services holding company based in The Netherlands. As a result of this transaction, Equitable was merged into PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. INVESTMENTS Fixed Maturities: The Companies account for their investments under the Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which requires fixed maturities to be designated as either "available for sale," "held for investment," or "trading." Sales of fixed maturities designated as "available for sale" are not restricted by SFAS No. 115. Available for sale securities are reported at fair value and unrealized gains and losses on these securities are included directly in stockholder's equity, after adjustment for related changes in value of purchased insurance in force ("VPIF"), deferred policy acquisition costs ("DPAC"), and deferred income taxes. At December 31, 2000 and 1999, all of the Companies' fixed maturities are designated as available for sale, although the Companies are not precluded from designating fixed maturities as held for investment or trading at some future date. Securities determined to have a decline in value that is other than temporary are written down to estimated fair value, which becomes the new cost basis by a charge to realized losses in the Companies' Statements of Operations. Premiums and discounts are amortized/accrued utilizing a method which results in a constant yield over the securities' expected lives. Amortization/accrual of premiums and discounts on mortgage and other asset-backed securities incorporates a prepayment assumption to estimate the securities' expected lives. Equity Securities: Equity securities are reported at estimated fair value if readily marketable. The change in unrealized appreciation and depreciation of marketable equity securities (net of related deferred income taxes, if any) is included directly in stockholder's equity. Equity securities determined to have a decline in value that is other than temporary are written down to estimated fair value, which becomes the new cost basis by a charge to realized losses in the Companies' Statements of Operations. Mortgage Loans on Real Estate: Mortgage loans on real estate are reported at cost adjusted for amortization of premiums and accrual of discounts. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable the Companies will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to the present value of expected future cash flows from the loan discounted at the loan's effective interest rate, or to the loan's observable market price, or the fair value of the underlying collateral. The carrying value of impaired loans is 70 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) reduced by the establishment of a valuation allowance, which is adjusted at each reporting date for significant changes in the calculated value of the loan. Changes in this valuation allowance are charged or credited to income. Other Investments: Policy loans are reported at unpaid principal. Short-term investments are reported at cost, adjusted for amortization of premiums and accrual of discounts. Realized Gains and Losses: Realized gains and losses are determined on the basis of specific identification. Fair Values: Estimated fair values, as reported herein, of conventional mortgage-backed securities not actively traded in a liquid market are estimated using a third party pricing process. This pricing process uses a matrix calculation assuming a spread over U.S. Treasury bonds based upon the expected average lives of the securities. Estimated fair values of publicly traded fixed maturities are reported by an independent pricing service. Fair values of private placement bonds are estimated using a matrix that assumes a spread (based on interest rates and a risk assessment of the bonds) over U.S. Treasury bonds. Estimated fair values of equity securities, which consist of the Companies' investment in its registered separate accounts, are based upon the quoted fair value of the securities comprising the individual portfolios underlying the separate accounts. CASH AND CASH EQUIVALENTS For purposes of the accompanying Statements of Cash Flows, the Companies consider all demand deposits and interest-bearing accounts not related to the investment function to be cash equivalents. All interest-bearing accounts classified as cash equivalents have original maturities of three months or less. DEFERRED POLICY ACQUISITION COSTS Certain costs of acquiring new insurance business, principally first year commissions and interest bonuses, premium credit, and other expenses related to the production of new business ($63.8 million during 2000, $153.0 million during 1999, and $73.4 million during 1998), have been deferred. Acquisition costs for variable insurance products are being amortized generally in proportion to the present value (using the assumed crediting rate) of expected future gross profits. This amortization is adjusted retrospectively when the Companies revise their estimate of current or future gross profits to be realized from a group of products. DPAC is adjusted to reflect the pro forma impact of unrealized gains and losses on fixed maturities the Companies have designated as "available for sale" under SFAS No. 115. VALUE OF PURCHASED INSURANCE IN FORCE As a result of the merger, a portion of the purchase price was allocated to the right to receive future cash flows from existing insurance contracts. This allocated cost represents VPIF, which reflects the value of those purchased policies calculated by discounting actuarially determined expected future cash flows at the discount rate determined by the purchaser. Amortization of VPIF is charged to expense in proportion to expected gross profits of the underlying business. This amortization is adjusted retrospectively when the Companies revise the estimate of current or future gross profits to be realized from the insurance contracts acquired. VPIF is adjusted to reflect the pro forma impact of unrealized gains and losses on available for sale fixed maturities. PROPERTY AND EQUIPMENT Property and equipment primarily represent leasehold improvements, office furniture, certain other equipment, and capitalized computer software and are not considered to be significant to the Companies' overall operations. Property and equipment are reported at cost less allowances for depreciation. 71 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Depreciation expense is computed primarily on the basis of the straight-line method over the estimated useful lives of the assets. GOODWILL Goodwill was established as a result of the merger and is being amortized over 40 years on a straight-line basis. FUTURE POLICY BENEFITS Future policy benefits for divisions of the variable products with fixed interest guarantees are established utilizing the retrospective deposit accounting method. Policy reserves represent the premiums received plus accumulated interest, less mortality and administration charges. Interest credited to these policies ranged from 3.00% to 14.00% during 2000, 3.00% to 11.00% during 1999, and 3.00% to 10.00% during 1998. The unearned revenue reserve represents unearned distribution fees. These distribution fees have been deferred and are amortized over the life of the contracts in proportion to expected gross profits. SEPARATE ACCOUNTS Assets and liabilities of the separate accounts reported in the accompanying Balance Sheets represent funds separately administered principally for variable contracts. Contractholders, rather than the Companies, bear the investment risk for the variable insurance products. At the direction of the contractholders, the separate accounts invest the premiums from the sale of variable insurance products in shares of specified mutual funds. The assets and liabilities of the separate accounts are clearly identified and segregated from other assets and liabilities of the Companies. The portion of the separate account assets equal to the reserves and other liabilities of variable contracts cannot be charged with liabilities arising out of any other business the Companies may conduct. Variable separate account assets are carried at fair value of the underlying investments and generally represent contractholder investment values maintained in the accounts. Variable separate account liabilities represent account balances for the variable contracts invested in the separate accounts; the fair value of these liabilities is equal to their carrying amount. Net investment income and realized and unrealized capital gains and losses related to separate account assets are not reflected in the accompanying Statements of Operations. Product charges recorded by the Companies from variable insurance products consist of charges applicable to each contract for mortality and expense risk, cost of insurance, contract administration, and surrender charges. In addition, some variable annuity and all variable life contracts provide for a distribution fee collected for a limited number of years after each premium deposit. Revenue recognition of collected distribution fees is amortized over the life of the contract in proportion to its expected gross profits. The balance of unrecognized revenue related to the distribution fees is reported as an unearned revenue reserve. DEFERRED INCOME TAXES Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. Deferred tax assets or liabilities are adjusted to reflect the pro forma impact of unrealized gains and losses on equity securities and fixed maturities the Companies have designated as available for sale under SFAS No. 115. Changes in deferred tax assets or liabilities resulting from this SFAS No. 115 adjustment are charged or credited directly to stockholder's equity. Deferred income tax expenses or credits reflected in the Companies' Statements of Operations are based on the changes in the deferred tax asset or liability from period to period (excluding the SFAS No. 115 adjustment). 72 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) DIVIDEND RESTRICTIONS Golden American's ability to pay dividends to its Parent is restricted. Prior approval of insurance regulatory authorities is required for payment of dividends to the stockholder which exceed an annual limit. During 2001, Golden American cannot pay dividends to its Parent without prior approval of statutory authorities. Under the provisions of the insurance laws of the State of New York, First Golden cannot distribute any dividends to its stockholder, Golden American, unless a notice of its intent to declare a dividend and the amount of the dividend has been filed with the New York Insurance Department at least thirty days in advance of the proposed declaration. If the Superintendent of the New York Insurance Department finds the financial condition of First Golden does not warrant the distribution, the Superintendent may disapprove the distribution by giving written notice to First Golden within thirty days after the filing. SEGMENT REPORTING The Companies manage their business as one segment, the sale of variable insurance products designed to meet customer needs for tax-advantaged saving for retirement and protection from death. Variable insurance products are sold to consumers and corporations throughout the United States. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions affecting the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management is required to utilize historical experience and assumptions about future events and circumstances in order to develop estimates of material reported amounts and disclosures. Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates and assumptions are: (1) estimates of fair values of investments in securities and other financial instruments, as well as fair values of policyholder liabilities, (2) policyholder liabilities, (3) deferred policy acquisition costs and value of purchased insurance in force, (4) fair values of assets and liabilities recorded as a result of merger, (5) asset valuation allowances, (6) guaranty fund assessment accruals, (7) deferred tax benefits (liabilities), and (8) estimates for commitments and contingencies including legal matters, if a liability is anticipated and can be reasonably estimated. Estimates and assumptions regarding all of the preceding items are inherently subject to change and are reassessed periodically. Changes in estimates and assumptions could materially impact the financial statements. PENDING ACCOUNTING STANDARDS: DERIVATIVE FINANCIAL INSTRUMENTS During 1998, the Financial Accounting Standards Board issued Statement No. 133 ("SFAS 133"), Accounting for Derivative Financial Instruments and Hedging Activities. SFAS 133 requires that all derivative instruments, including certain derivative instruments embedded in other contracts, be recorded on the balance sheet and measured at its fair value. The change in a derivative's fair value is generally to be recognized in current period earnings. If certain conditions are met, a derivative may be specifically designated as a hedge of an exposure to changes in fair value, variability of cash flows, or certain foreign currency exposures. When designated as a hedge, the fair value should be recognized currently in earnings or other comprehensive income, depending on whether such designation is considered a fair value or as a cash flow hedge. With respect to fair value hedges, the fair value of the derivative, as well as changes in the fair value of the hedged item, are reported in earnings. For cash flow hedges, changes in the derivatives fair value are reported in other comprehensive income and subsequently reclassified into earnings when the hedged item affects earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. 73 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Companies adopted SFAS 133 on January 1, 2000. The cumulative effect of the accounting change upon adoption was not material. RECLASSIFICATIONS Certain amounts in the 1999 and 1998 financial statements have been reclassified to conform to the 2000 financial statement presentation. 2. BASIS OF FINANCIAL REPORTING The financial statements of the Companies differ from related statutory-basis financial statements principally as follows: (1) acquisition costs of acquiring new business are deferred and amortized over the life of the policies rather than charged to operations as incurred; (2) an asset representing the present value of future cash flows from insurance contracts acquired was established as a result of the merger/acquisition and is amortized and charged to expense; (3) future policy benefit reserves for divisions with fixed interest guarantees of the variable insurance products are based on full account values, rather than the greater of cash surrender value or amounts derived from discounting methodologies utilizing statutory interest rates; (4) reserves are reported before reduction for reserve credits related to reinsurance ceded and a receivable is established, net of an allowance for uncollectible amounts, for these credits rather than presented net of these credits; (5) fixed maturity investments are designated as "available for sale" and valued at fair value with unrealized appreciation/depreciation, net of adjustments to value of purchased insurance in force, deferred policy acquisition costs, and deferred income taxes (if applicable), credited/charged directly to stockholder's equity rather than valued at amortized cost; (6) the carrying value of fixed maturities is reduced to fair value by a charge to realized losses in the Statements of Operations when declines in carrying value are judged to be other than temporary, rather than through the establishment of a formula-determined statutory investment reserve (carried as a liability), changes in which are charged directly to surplus; (7) deferred income taxes are provided for the difference between the financial statement and income tax bases of assets and liabilities; (8) net realized gains or losses attributed to changes in the level of interest rates in the market are recognized when the sale is completed rather than deferred and amortized over the remaining life of the fixed maturity security; (9) a liability is established for anticipated guaranty fund assessments, net of related anticipated premium tax credits, rather than capitalized when assessed and amortized in accordance with procedures permitted by insurance regulatory authorities; (10) revenues for variable insurance products consist of policy charges applicable to each contract for the cost of insurance, policy administration charges, amortization of policy initiation fees, and surrender charges assessed rather than premiums received; (11) the financial statements of Golden American's wholly owned subsidiary are consolidated rather than recorded at the equity in net assets; (12) surplus notes are reported as liabilities rather than as surplus; and (13) assets and liabilities are restated to fair values when a change in ownership occurs, with provisions for goodwill and other intangible assets, rather than continuing to be presented at historical cost. The net loss for Golden American as determined in accordance with statutory accounting practices was $71,134,000 in 2000, $85,578,000 in 1999, $68,002,000 in 1998. Total statutory capital and surplus was $406,923,000 and $368,928,000 at December 31, 2000 and 1999, respectively. The National Association of Insurance Commissioners has revised the Accounting Practices and Procedures Manual, the guidance that defines statutory accounting principles. The revised manual will be effective January 1, 2001, and has been adopted, at least in part, by the States of Delaware and New York, which are the states of domicile for Golden American and First Golden, respectively. The revised manual will result in changes to the accounting practices that the Companies use to prepare their statutory-basis financial statements. Management believes the impact of these changes to the Companies' statutory-basis capital and surplus as of January 1, 2001 will not be significant. 74 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 3. INVESTMENT OPERATIONS INVESTMENT RESULTS Major categories of net investment income are summarized below: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Fixed maturities ...................... $ 55,302 $ 50,352 $ 35,224 Equity securities ..................... 248 515 -- Mortgage loans on real estate ......... 7,832 7,074 6,616 Policy loans .......................... 516 485 619 Short-term investments ................ 2,253 2,583 1,311 Other, net ............................ 543 388 246 -------- -------- -------- Gross investment income ............... 66,694 61,397 44,016 Less investment expenses .............. (2,554) (2,228) (1,531) -------- -------- -------- Net investment income ................. $ 64,140 $ 59,169 $ 42,485 ======== ======== ======== Realized losses on investments follows: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Fixed maturities, available for sale .. $ (6,289) $ (2,910) $ (1,428) Equity securities ..................... (213) -- -- Mortgage loans on real estate ......... (52) (13) (63) -------- -------- -------- Realized losses on investments ........ $ (6,554) $ (2,923) $ (1,491) ======== ======== ======== The change in unrealized appreciation (depreciation) of securities at fair value follows: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Fixed maturities, available for sale .. $ 16,558 $(24,944) $ 1,100 Equity securities ..................... (4,198) 5,301 (2,390) -------- -------- -------- Unrealized appreciation (depreciation) of securities ...................... $ 12,360 $(19,643) $ (1,290) ======== ======== ======== 75 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 3. INVESTMENT OPERATIONS (continued) At December 31, 2000 and December 31, 1999, amortized cost, gross unrealized gains and losses, and estimated fair values of fixed maturities, all of which are designated as available for sale, follows: Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value -------- -------- -------- -------- (Dollars in thousands) December 31, 2000 - ----------------- U.S. government and governmental agencies and authorities .... $ 18,607 $ 580 $ (16) $ 19,171 Public utilities ............... 54,132 294 (1,600) 52,826 Corporate securities ........... 355,890 1,318 (8,006) 349,202 Other assets-backed securities . 223,787 2,166 (1,831) 224,122 Mortgage-backed securities ..... 146,335 1,465 (543) 147,257 -------- -------- -------- -------- Total .......................... $798,751 $ 5,823 $(11,996) $792,578 ======== ======== ======== ======== December 31, 1999 - ----------------- U.S. government and governmental agencies and authorities .... $ 21,363 -- $ (260) $ 21,103 Public utilities ............... 53,754 $ 25 (2,464) 51,315 Corporate securities ........... 396,494 53 (12,275) 384,272 Other assets-backed securities . 207,044 850 (4,317) 203,577 Mortgage-backed securities ..... 179,397 39 (4,382) 175,054 -------- -------- -------- -------- Total .......................... $858,052 $ 967 $(23,698) $835,321 ======== ======== ======== ======== Short-term investments with maturities of 30 days or less have been excluded from the above schedules. Amortized cost approximates fair value for these securities. At December 31, 2000, net unrealized investment loss on fixed maturities designated as available for sale totaled $6,173,000. Depreciation of $1,447,000 was included in stockholder's equity at December 31, 2000 (net of adjustments of $801,000 to VPIF, $3,146,000 to DPAC, and $779,000 to deferred income taxes). At December 31, 1999, net unrealized investment loss on fixed maturities designated as available for sale totaled $22,731,000. Depreciation of $6,955,000 was included in stockholder's equity at December 31, 1999 (net of adjustments of $1,785,000 to VPIF, $10,246,000 to DPAC, and $3,745,000 to deferred income taxes). At December 31, 2000, net unrealized depreciation on equity securities was comprised entirely of gross depreciation of $1,820,000. At December 31, 1999, net unrealized appreciation on equity securities was comprised entirely of gross appreciation of $2,378,000. Amortized cost and estimated fair value of fixed maturities designated as available for sale, by contractual maturity, at December 31, 2000 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 76 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 3. INVESTMENT OPERATIONS (continued) Amortized Estimated December 31, 2000 Cost Fair Value - -------------------------------------------------------------------------------- (Dollars in thousands) Due within one year ......................... $ 51,001 $ 50,836 Due after one year through five years ....... 323,753 317,862 Due after five years through ten years ...... 45,812 44,891 Due after ten years ......................... 8,063 7,610 -------- -------- 428,629 421,199 Other asset-backed securities ............... 223,787 224,122 Mortgage-backed securities .................. 146,335 147,257 -------- -------- Total ....................................... $798,751 $792,578 ======== ======== An analysis of sales, maturities, and principal repayments of the Companies' fixed maturities portfolio follows:
Gross Gross Proceeds Amortized Realized Realized From Cost Gains Losses Sale -------- -------- -------- -------- (Dollars in thousands) For the year ended December 31, 2000: Scheduled principal repayments, calls, and tenders ............................... $ 91,158 $ 122 $ (1) $ 91,279 Sales .................................... 120,125 285 (6,553) 113,857 -------- -------- -------- -------- Total .................................... $211,283 $ 407 $ (6,554) $205,136 ======== ======== ======== ======== For the year ended December 31, 1999: Scheduled principal repayments, calls, and tenders ............................... $141,346 $ 216 (174) $141,388 Sales .................................... 80,472 141 $ (1,454) 79,159 -------- -------- -------- -------- Total .................................... $221,818 $ 357 $ (1,628) $220,547 ======== ======== ======== ======== For the year ended December 31, 1998: Scheduled principal repayments, calls, and tenders ............................... $102,504 $ 60 $ (3) $102,561 Sales .................................... 43,204 518 (1,030) 42,692 -------- -------- -------- -------- Total .................................... $145,708 $ 578 $ (1,033) $145,253 ======== ======== ======== ========
Investment Valuation Analysis: The Companies analyze the investment portfolio at least quarterly in order to determine if the carrying value of any investment has been impaired. The carrying value of debt and equity securities is written down to fair value by a charge to realized losses when an impairment in value appears to be other than temporary. 77 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 3. INVESTMENT OPERATIONS (continued) During the second quarter of 2000, Golden American determined that the carrying value of an impaired bond exceeded its estimated net realizable value. As a result, on June 30, 2000, Golden American recognized a total pre-tax loss of approximately $142,000 to reduce the carrying value of the bond to its net realizable value of $315,000 at December 31, 2000. During the fourth quarter of 1998, Golden American determined that the carrying value of two bonds exceeded their estimated net realizable value. As a result, at December 31, 1998, Golden American recognized a total pre-tax loss of $973,000 to reduce the carrying value of the bonds to their combined net realizable value of $2,919,000. During the second quarter of 1999, further information was received regarding these bonds and Golden American determined that the carrying value of the two bonds exceeded their estimated net realizable value. As a result, at June 30, 1999, Golden American recognized a total pre-tax loss of $1,639,000 to further reduce the carrying value of the bonds to their combined net realizable value of $1,137,000. During the year 2000, these bonds had no further reduction in carrying value. Investments on Deposit: At December 31, 2000 and 1999, affidavits of deposits covering bonds with a par value of $6,870,000 and $6,470,000, respectively, were on deposit with regulatory authorities pursuant to certain statutory requirements. Investment Diversifications: The Companies' investment policies related to the investment portfolio require diversification by asset type, company, and industry and set limits on the amount which can be invested in an individual issuer. Such policies are at least as restrictive as those set forth by regulatory authorities. The following percentages relate to holdings at December 31, 2000 and December 31, 1999. Fixed maturities included investments in basic industrials (29% in 2000, 29% in 1999), conventional mortgage-backed securities (20% in 2000, 22% in 1999), financial companies (14% in 2000, 16% in 1999), and other asset-backed securities (20% in 2000, 19% in 1999). Mortgage loans on real estate have been analyzed by geographical location with concentrations by state identified as California (15% in 2000, 12% in 1999) and Utah (9% in 2000, 10% in 1999). There are no other concentrations of mortgage loans on real estate in any state exceeding ten percent at December 31, 2000 and 1999. Mortgage loans on real estate have also been analyzed by collateral type with significant concentrations identified in office buildings (29% in 2000, 34% in 1999), industrial buildings (35% in 2000, 33% in 1999), retail facilities (18% in 2000, 19% in 1999), and multi-family apartments (10% in 2000, 10% in 1999). Equity securities are not significant to the Companies' overall investment portfolio. No investment in any person or its affiliates (other than bonds issued by agencies of the United States government) exceeded ten percent of stockholder's equity at December 31, 2000. 4. COMPREHENSIVE INCOME Comprehensive income includes all changes in stockholder's equity during a period except those resulting from investments by and distributions to the stockholder. Total comprehensive income (loss) for the Companies includes $606,000 for the year ended December 31, 2000 for First Golden and $(452,000) and $1,015,000 for the years ended December 31, 1999 and 1998, respectively. Other comprehensive income excludes net investment gains (losses) included in net income, which merely represent transfers from unrealized to realized gains and losses. These amounts total $(2,670,000), $(1,468,000) and $(2,133,000) in the years ended December 31, 2000, 1999 and 1998, respectively. Such amounts, which have been measured through the date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling $(4,742,000), $(1,441,000) and $705,000 in the years ended December 31, 2000, 1999 and 1998, respectively. 78 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 5. FAIR VALUES OF FINANCIAL INSTRUMENTS SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of estimated fair value of all financial instruments, including both assets and liabilities recognized and not recognized in a company's balance sheet, unless specifically exempted. SFAS No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments," requires additional disclosures about derivative financial instruments. Most of the Companies' investments, investment contracts, and debt fall within the standards' definition of a financial instrument. Fair values for the Companies' insurance contracts other than investment contracts are not required to be disclosed. In cases where quoted market prices are not available, estimated fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accounting, actuarial, and regulatory bodies are continuing to study the methodologies to be used in developing fair value information, particularly as it relates to such things as liabilities for insurance contracts. Accordingly, care should be exercised in deriving conclusions about the Companies' business or financial condition based on the information presented herein. The Companies closely monitor the composition and yield of invested assets, the duration and interest credited on insurance liabilities, and resulting interest spreads and timing of cash flows. These amounts are taken into consideration in the Companies' overall management of interest rate risk, which attempts to minimize exposure to changing interest rates through the matching of investment cash flows with amounts expected to be due under insurance contracts. These assumptions may not result in values consistent with those obtained through an actuarial appraisal of the Companies' business or values that might arise in a negotiated transaction. The following compares carrying values as shown for financial reporting purposes with estimated fair values:
December 31 2000 1999 ----------------------- ----------------------- Estimated Estimated Carrying Fair Carrying Fair Value Value Value Value ---------- ---------- ---------- ---------- (Dollars in thousands) ASSETS Fixed maturities, available for sale .. $ 792,578 $ 792,578 $ 835,321 $ 835,321 Equity securities ..................... 6,791 6,791 17,330 17,330 Mortgage loans on real estate ......... 99,916 100,502 100,087 95,524 Policy loans .......................... 13,323 13,323 14,157 14,157 Short-term investments ................ 106,775 106,775 80,191 80,191 Cash and cash equivalents ............. 63,207 63,207 14,380 14,380 Separate account assets ............... 9,831,489 9,831,489 7,562,717 7,562,717 LIABILITIES Annuity products ...................... 1,047,932 962,810 1,017,105 953,546 Surplus notes ......................... 245,000 204,455 245,000 226,100 Revolving note payable ................ -- -- 1,400 1,400 Separate account liabilities .......... 9,831,489 9,831,489 7,562,717 7,562,717
79 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued) The following methods and assumptions were used by the Companies in estimating fair values. Fixed maturities: Estimated fair values of conventional mortgage-backed securities not actively traded in a liquid market and publicly traded securities are estimated using a third party pricing process. This pricing process uses a matrix calculation assuming a spread over U.S. Treasury bonds based upon the expected average lives of the securities. Equity securities: Estimated fair values of equity securities, which consist of the Companies' investment in the portfolios underlying its separate accounts, are based upon the quoted fair value of individual securities comprising the individual portfolios. For equity securities not actively traded, estimated fair values are based upon values of issues of comparable returns and quality. Mortgage loans on real estate: Fair values are estimated by discounting expected cash flows, using interest rates currently offered for similar loans. Policy loans: Carrying values approximate the estimated fair value for policy loans. Short-term investments and cash and cash equivalents: Carrying values reported in the Companies' historical cost basis balance sheet approximate estimated fair value for these instruments due to their short-term nature. Separate account assets: Separate account assets are reported at the quoted fair values of the individual securities in the separate accounts. Annuity products: Estimated fair values of the Companies' liabilities for future policy benefits for the divisions of the variable annuity products with fixed interest guarantees and for supplemental contracts without life contingencies are stated at cash surrender value, the cost the Companies would incur to extinguish the liability. Surplus notes: Estimated fair value of the Companies' surplus notes were based upon discounted future cash flows using a discount rate approximating the current market value. Revolving note payable: Carrying value reported in the Companies' historical cost basis balance sheet approximates estimated fair value for this instrument, as the agreement carries a variable interest rate provision. Separate account liabilities: Separate account liabilities are reported at full account value in the Companies' historical cost balance sheet. Estimated fair values of separate account liabilities are equal to their carrying amount. 6. VALUE OF PURCHASED IN FORCE As a result of the merger, a portion of the purchase price was allocated to the right to receive future cash flows from existing insurance contracts. This allocated cost represents VPIF, which reflects the value of those purchased policies calculated by discounting actuarially determined expected future cash flows at the discount rate determined by the purchaser. Interest was accrued at a rate of 7.32% during 2000 (7.33% during 1999, and 7.29% during 1998). 80 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 6. VALUE OF PURCHASED IN FORCE (continued) A reconciliation of the change in the VPIF asset follows: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Beginning balance ......................... $ 31,727 $ 35,977 $ 43,174 Accretion of interest .................. 2,016 2,372 2,802 Amortization of asset .................. (6,817) (8,610) (7,526) Adjustment for unrealized gains (losses) (984) 1,988 (203) Purchase price adjustment to opening balance sheet ....................... -- -- (2,270) -------- -------- -------- Ending balance ............................ $ 25,942 $ 31,727 $ 35,977 ======== ======== ======== Based on current conditions and assumptions as to the impact of future events on acquired policies in force, the expected approximate net amortization relating to VPIF as of December 31, 2000, is $3.9 million in 2001, $3.6 million in 2002, $3.0 million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual amortization may vary based upon changes in assumptions and experience. 7. INCOME TAXES Golden American files a consolidated federal income tax return. Under the Internal Revenue Code, a newly acquired insurance company cannot file as part of the Parent's consolidated tax return for 5 years. At December 31, 2000, the Companies have net operating loss ("NOL") carryforwards for federal income tax purposes of approximately $189,656,000. Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 and $36,681,000 of these NOL carryforwards are available to offset future taxable income of the Companies through the years 2011, 2012, 2018, 2019 and 2020, respectively. INCOME TAX EXPENSE (BENEFIT) Income tax expense (benefit) included in the consolidated financial statements follows: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Current ................................... $ (46) $ -- $ -- Deferred .................................. 13,728 8,523 5,279 -------- -------- -------- $ 13,682 $ 8,523 $ 5,279 ======== ======== ======== 81 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 7. INCOME TAXES (continued) The effective tax rate on income before income taxes is different from the prevailing federal income tax rate. A reconciliation of this difference follows: Year Ended December 31 2000 1999 1998 -------- -------- -------- (Dollars in thousands) Income before income taxes ................ $ 32,862 $ 19,737 $ 10,353 ======== ======== ======== Income tax at federal statutory rate ...... $ 11,502 $ 6,908 $ 3,624 Tax effect of: Goodwill amortization ................. 1,322 1,322 1,322 Meals and entertainment ............... 292 199 157 Other items ........................... 566 94 176 -------- -------- -------- Income tax expense ........................ $ 13,682 $ 8,523 $ 5,279 ======== ======== ======== DEFERRED INCOME TAXES The tax effect of temporary differences giving rise to the Companies' deferred income tax assets and liabilities at December 31, 2000 and 1999 follows:
December 31 2000 1999 --------- --------- (Dollars in thousands) Deferred tax assets: Net unrealized depreciation of securities at fair value .......... $ 637 $ -- Net unrealized depreciation of available for sale fixed maturities 779 3,745 Future policy benefits ........................................... 163,691 133,494 Goodwill ......................................................... 15,111 16,323 Net operating loss carryforwards ................................. 66,380 56,630 Other ............................................................ 1,333 1,333 --------- --------- 247,931 $ 211,525 Deferred tax liabilities: Net unrealized appreciation of securities at fair value .......... -- (832) Fixed maturity securities ........................................ (17,774) (17,774) Deferred policy acquisition costs ................................ (184,743) (154,706) Mortgage loans on real estate .................................... (715) (715) Value of purchased insurance in force ............................ (8,512) (10,462) Other ............................................................ (25,724) (1,348) --------- --------- (237,468) (185,837) --------- --------- Valuation allowance ................................................. (1,416) (3,745) --------- --------- Deferred income tax asset ........................................... $ 9,047 $ 21,943 ========= =========
At December 31, 2000, the Company reported, for financial statement purposes, unrealized losses on certain investments, which have not been recognized for tax purposes. Since it is uncertain as to whether these capital losses, if ever realized, could be utilized to offset capital gains, a valuation allowance has been established for the tax effect of the financial statement losses. 82 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 8. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION DEFINED BENEFIT PLANS In 2000, 1999 and 1998, the Companies were allocated their share of the pension liability associated with their employees. The Companies' employees are covered by the employee retirement plan of an affiliate, Equitable Life. Further, Equitable Life sponsors a defined contribution plan that is qualified under Internal Revenue Code Section 401(k). The following tables summarize the benefit obligations and the funded status for pension benefits over the two-year period ended December 31, 2000: 2000 1999 ------- ------- (Dollars in thousands) Change in benefit obligation: Benefit obligation at January 1 ............... $ 4,221 $ 4,454 Service cost .................................. 1,569 1,500 Interest cost ................................. 554 323 Actuarial (gain) loss ......................... 1,562 (2,056) ------- ------- Benefit obligation at December 31 ............. $ 7,906 $ 4,221 ======= ======= Funded status: Funded status at December 31 .................. $(7,906) $(4,221) Unrecognized past service cost ................ 141 -- Unrecognized net loss ......................... 1,627 210 ------- ------- Net amount recognized ......................... $(6,138) $(4,011) ======= ======= The Companies' plan assets were held by Equitable Life, an affiliate. During 1998, the Equitable Life Employee Pension Plan began investing in an undivided interest of the ING-NA Master Trust (the "Master Trust"). Boston Safe Deposit and Trust Company holds the Master Trust's investment assets. The weighted-average assumptions used in the measurement of the Companies' benefit obligation follows: December 31 2000 1999 ------ ------ Discount rate .................................... 7.75% 8.00% Expected return on plan assets ................... 9.25 9.25 Rate of compensation increase .................... 5.00 5.00 The following table provides the net periodic benefit cost for the fiscal years 2000, 1999, and 1998: Year Ended December 31 2000 1999 1998 ------ ------ ------ (Dollars in thousands) Service cost ............................... $1,569 $1,500 $1,138 Interest cost .............................. 554 323 97 ------ ------ ------ Net periodic benefit cost .................. $2,123 $1,823 $1,235 ====== ====== ====== 83 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 8. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued) There were no gains or losses resulting from curtailments or settlements during 2000, 1999, or 1998. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $7,906,000, $4,701,000, and $0, respectively, as of December 31, 2000 and $4,221,000, $2,488,000, and $0, respectively, as of December 31, 1999. PHANTOM STOCK OPTION PLAN The Phantom Stock Option Plan (the "Phantom Plan"), which covers certain key employees, is similar to a standard stock option plan; however, the phantom share option entitles the holder to a cash benefit in Dutch Guilders linked to the rise in value of ING ordinary shares on the Amsterdam Stock Exchange. The plan participants are entitled to any appreciation in the value of ING ordinary shares over the Phantom Plan option price (strike price) of 53.85 Euros for options issued on July 1, 1999, 140.40 Dutch Guilders for options issued on May 26, 1998, and 85.10 Dutch Guilders for options issued on May 23, 1997, not the ordinary shares themselves. Options are granted at fair value on the date of grant. Options in the Phantom Plan are subject to forfeiture to ING should the individuals terminate their relationship with ING before the three-year initial retention period has elapsed. All options expire five years from the date of grant. On July 1, 1999, ING issued 34,750 options to employees of Golden American related to this plan at a strike price of 53.85 Euros. On May 26, 1998, ING issued 42,400 options related to this plan at a strike price of 140.40 Dutch Guilders. Since the strike price at December 31, 1998 was higher than the ING share price, there was no compensation expense related to these options in 1998. On May 23, 1997, ING issued 3,500 options related to this plan at a strike price of 85.10 Dutch Guilders. Since the strike price was lower than the ING share price at December 31, 1998, Golden American incurred $46,000 of compensation expense related to these options during 1998. No expense was recognized in 1999 related to the above options. As of December 31, 1999, 58,250 options remain outstanding. During 2000, the Phantom Plan liability was transferred to ING. As of December 31, 2000, the Companies held no liabilities under the Phantom Plan. There were no expenses incurred related to this plan during the year ended December 31, 2000. 9. RELATED PARTY TRANSACTIONS Operating Agreements: Directed Services, Inc. ("DSI"), an affiliate, acts as the principal underwriter (as defined in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) and distributor of the variable insurance products issued by the Companies. DSI is authorized to enter into agreements with broker/dealers to distribute the Companies' variable insurance products and appoint representatives of the broker/dealers as agents. For the years ended December 31, 2000, 1999 and 1998, the Companies paid commissions to DSI totaling $208,883,000, $181,536,000, and $117,470,000, respectively. Golden American provides certain managerial and supervisory services to DSI. The fee paid by DSI for these services is calculated as a percentage of average assets in the variable separate accounts. For the years ended December 31, 2000, 1999 and 1998, the fee was $21,296,000, $10,136,000, and $4,771,000, respectively. 84 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 9. RELATED PARTY TRANSACTIONS (continued) Effective January 1, 1998, the Companies have an asset management agreement with ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides asset management and accounting services. Under the agreement, the Companies record a fee based on the value of the assets under management. The fee is payable quarterly. For the years ended December 31, 2000, 1999 and 1998, the Companies incurred fees of $2,521,000, $2,227,000 and $1,504,000, respectively, under this agreement. Golden American has a guaranty agreement with Equitable Life Insurance Company of Iowa ("Equitable Life"), an affiliate. In consideration of an annual fee, payable June 30, Equitable Life guarantees to Golden American that it will make funds available, if needed, to Golden American to pay the contractual claims made under the provisions of Golden American's life insurance and annuity contracts. The agreement is not, and nothing contained therein or done pursuant thereto by Equitable Life shall be deemed to constitute, a direct or indirect guaranty by Equitable Life of the payment of any debt or other obligation, indebtedness, or liability, of any kind or character whatsoever, of Golden American. The agreement does not guarantee the value of the underlying assets held in separate accounts in which funds of variable life insurance and variable annuity policies have been invested. The calculation of the annual fee is based on risk based capital. On June 30, 2000, Golden American incurred a fee of $7,000 under this agreement. No annual fee was paid in 1999. Golden American provides certain advisory, computer, and other resources and services to Equitable Life. Revenues for these services, which reduced general expenses incurred by Golden American, totaled $6,193,000, $6,107,000 and $5,833,000 for the years ended December 31, 2000, 1999 and 1998, respectively. The Companies have a service agreement with Equitable Life in which Equitable Life provides administrative and financial related services. Under this agreement, the Companies incurred expenses of $1,270,000, $1,251,000 and $1,058,000 for the years ended December 31, 2000, 1999 and 1998, respectively. First Golden provided resources and services to DSI. Revenues for these services, which reduce general expenses incurred by the Companies, totaled $223,000, $387,000, and $75,000 for the years ended December 31, 2000, 1999 and 1998, respectively. Golden American provides resources and services to ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services, which reduced general expenses incurred by Golden American, totaled $455,000 and $244,000 for the years ended December 31, 2000 and 1999, respectively. Golden American provides resources and services to United Life & Annuity Insurance Company, an affiliate. Revenues for these services, which reduced general expenses incurred by Golden American, totaled $593,000 and $460,000 for the years ended December 31, 2000 and 1999, respectively. The Companies provide resources and services to Security Life of Denver Insurance Company, an affiliate. Revenues for these services, which reduced general expenses incurred by the Companies, totaled $261,000 and $216,000 for the years ended December 31, 2000 and 1999, respectively. The Companies provide resources and services to Southland Life Insurance Company, an affiliate. Revenues for these services, which reduce general expenses incurred by the Companies, totaled $115,000 and $103,000 for the years ended December 31, 2000 and 1999, respectively. 85 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 9. RELATED PARTY TRANSACTIONS (continued) In 2000, 1999, and 1998, the Companies received 11.3%, 10.0%, and 9.6% of total premiums, net of reinsurance, for variable products sold through eight affiliates as noted in the following table: Year Ended December 31 2000 1999 1998 ------- ------- ------- (Dollars in thousands) LSSI ....................................... $ 127.0 $ 168.5 $ 122.9 Vestax Securities Corporation .............. 47.2 88.1 44.9 DSI ........................................ 1.4 2.5 13.6 Multi-Financial Securities Corporation ..... 38.6 44.1 13.4 IFG Network Securities, Inc. ............... 23.1 25.8 3.7 Washington Square .......................... 44.6 -- -- Primevest .................................. 6.2 -- -- Compulife .................................. 2.7 -- -- ------- ------- ------- Total ...................................... $ 290.8 $ 329.0 $ 198.5 ======= ======= ======= Modified Coinsurance Agreement: On June 30, 2000, effective January 1, 2000, Golden American entered into a modified coinsurance agreement with Equitable Life, an affiliate, covering a considerable portion of Golden American's variable annuities issued on or after January 1, 2000, excluding those with an interest rate guarantee. The financial statements are presented net of the effects of the agreement. Under this agreement, Golden American received a net reimbursement of expenses and charges of $218.8 million. This was offset by a decrease in deferred acquisition costs of $223.7 million. As at December 31, 2000, Golden American also had a payable to Equitable Life of $16.3 million due to the overpayment by Equitable Life of the cash settlement for the modified coinsurance agreement. Reinsurance Agreement Covering Minimum Guaranteed Benefits: On December 28, 2000, Golden American entered into a reinsurance agreement with Security Life of Denver International Limited, an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits of variable annuities issued on or after January 1, 2000. An irrevocable letter of credit was obtained through Bank of New York in the amount of $10,500,000 related to this agreement. Under this agreement, Golden American recorded a reinsurance recoverable of $14.6 million at December 31, 2000. Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation and affiliate, to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Under this agreement, which became effective January 1, 1998 and expires December 31, 2007, Golden American and ING AIH can borrow up to $65,000,000 from one another. Prior to lending funds to ING AIH, Golden American must obtain the approval from the Department of Insurance of the State of Delaware. Interest on any Golden American borrowings is charged at the rate of ING AIH's cost of funds for the interest period plus 0.15%. Interest on any ING AIH borrowings is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. Under this agreement, Golden American incurred interest expense of $481,000, $815,000 and $1,765,000 for the years ended December 31, 2000, 1999 and 1998, respectively. At December 31, 2000, 1999 and 1998, Golden American did not have any borrowings or receivables from ING AIH under this agreement. 86 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 9. RELATED PARTY TRANSACTIONS (continued) Line of credit: Golden American maintained a line of credit agreement with Equitable to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Under this agreement, which became effective December 1, 1996 and expired December 31, 1997, Golden American could borrow up to $25,000,000. Interest on any borrowings was charged at the rate of Equitable's monthly average aggregate cost of short-term funds plus 1.00%. Under this agreement, Golden American incurred interest expense of $211,000 for the year ended December 31, 1998. The outstanding balance was paid by a capital contribution and with funds borrowed from ING AIH. Surplus Notes: On December 30, 1999, Golden American issued an 8.179% surplus note in the amount of $50,000,000 to Equitable Life. The note matures on December 29, 2029. Payment of the note and related accrued interest is subordinate to payments due to policyholders, claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of Golden American. Any payment of principal and/or interest made is subject to the prior approval of the Delaware Insurance Commissioner. Under this agreement, Golden American incurred interest expense of $4,112,000 for the year ended December 31, 2000. Golden American incurred no interest expense during the year ended December 31, 1999. On December 8, 1999, Golden American issued a 7.979% surplus note in the amount of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an affiliate. The note matures on December 7, 2029. Payment of the note and related accrued interest is subordinate to payments due to policyholders, claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of Golden American. Any payment of principal and/or interest made is subject to the prior approval of the Delaware Insurance Commissioner. Under this agreement, Golden American incurred interest expense of $2,961,000 and $0 for the years ended December 31, 2000 and 1999, respectively. On September 30, 1999, Golden American issued a 7.75% surplus note in the amount of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of the note and related accrued interest is subordinate to payments due to policyholders, claimant, and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of Golden American. Any payment of principal and/or interest made is subject to the prior approval of the Delaware Insurance Commissioner. Under this agreement, Golden American incurred interest expense of $5,813,000 in 2000 and $1,469,000 in 1999. On December 30, 1999, ING AIH assigned the note to Equitable Life. On December 30, 1998, Golden American issued a 7.25% surplus note in the amount of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment of the note and related accrued interest is subordinate to payments due to policyholders, claimant, and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of Golden American. Any payment of principal and/or interest made is subject to the prior approval of the Delaware Insurance Commissioner. Under this agreement, Golden American incurred interest expense of $4,350,000 in 2000 and 1999. Golden American incurred no interest in 1998. On December 17, 1996, Golden American issued an 8.25% surplus note in the amount of $25,000,000 to Equitable. The note matures on December 17, 2026. Payment of the note and related accrued interest is subordinate to payments due to policyholders, claimant, and beneficiary claims, as well as debts owed to all other classes of debtors of Golden American. Any payment of principal made is subject to the prior approval of the Delaware Insurance Commissioner. Golden American incurred interest totaling $2,063,000 in 2000, unchanged from 1999 and 1998. On December 17, 1996, Golden American contributed the $25,000,000 to First Golden acquiring 200,000 shares of common stock (100% of outstanding stock). 87 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 9. RELATED PARTY TRANSACTIONS (continued) Stockholder's Equity: During 2000, 1999 and 1998, Golden American received capital contributions from its Parent of $80,000,000, $121,000,000 and $122,500,000, respectively. As at December 31, 2000, Golden American also had a receivable of $35,000,000 from capital contributions made by its Parent. 10. COMMITMENTS AND CONTINGENCIES Reinsurance: At December 31, 2000, the Companies had reinsurance treaties with six unaffiliated reinsurers and three affiliated reinsurers covering a significant portion of the mortality risks and guaranteed death and living benefits under its variable contracts. Golden American remains liable to the extent reinsurers do not meet their obligations under the reinsurance agreements. Reinsurance ceded in force for life mortality risks were $105,334,000, and $119,575,000 at December 31, 2000 and 1999, respectively. At December 31, 2000 and 1999, the Companies have a net receivable of $33,973,000 and $14,834,000, respectively, for reserve credits, reinsurance claims, or other receivables from these reinsurers comprised of $16,462,000 and $493,000, respectively, for claims recoverable from reinsurers, $4,007,000 and $1,201,000, respectively, for a payable for reinsurance premiums, and $21,518,000 and $15,542,000, respectively, for a receivable from an unaffiliated reinsurer. Included in the accompanying financial statements, excluding the modified coinsurance agreements, are net considerations to reinsurers of $21,655,000, $9,883,000 and $4,797,000 and net policy benefits recoveries of $8,927,000, $3,059,000 and $2,170,000 for the years ended December 31, 2000, 1999 and 1998, respectively. On June 30, 2000, effective January 1, 2000, Golden American entered into a modified coinsurance agreement with Equitable Life, an affiliate, covering a considerable portion of Golden American's variable annuities issued on or after January 1, 2000, excluding those with an interest rate guarantee. At December 31, 2000, Golden American had received a total settlement of $218.8 million under this agreement. The carrying value of the separate account liabilities covered under this agreement represent 17.6% of total separate account liabilities outstanding at December 31, 2000. Golden American remains liable to the extent Equitable Life does not meet its obligations under the agreement. The accompanying statement of operations, statement of changes in stockholder's equity and statement of cash flows are presented net of the effects of the agreement. On December 28, 2000, Golden American entered into a reinsurance agreement with Security Life of Denver International Limited, an affiliate, covering variable annuity minimum guaranteed death benefits and guaranteed living benefits of variable annuities issued on or after January 1, 2000. An irrevocable letter of credit was obtained through Bank of New York in the amount of $10,500,000 related to this agreement. On December 29, 2000, First Golden entered into a reinsurance treaty with London Life Reinsurance Company of Pennsylvania, an unaffiliated reinsurer, covering the minimum guaranteed death benefits of First Golden's variable annuities issued on or after January 1, 2000. Effective June 1, 1994, Golden American entered into a modified coinsurance agreement with an unaffiliated reinsurer. The accompanying financial statements are presented net of the effects of the treaty which increased income by $736,000, $1,729,000, $1,022,000 for the years ended December 31, 2000, 1999 and 1998, respectively. Guaranty Fund Assessments: Assessments are levied on the Companies by life and health guaranty associations in most states in which the Companies are licensed to cover losses of policyholders of insolvent or rehabilitated insurers. In some states, these assessments can be partially recovered through a reduction in future premium taxes. The Companies cannot predict whether and to what extent legislative initiatives may affect the right to offset. The associated cost for a particular insurance company can vary significantly based upon its fixed account premium volume by line of business and state premiums as well as its potential for 88 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 10. COMMITMENTS AND CONTINGENCIES (continued) premium tax offset. The Companies have established an undiscounted reserve to cover such assessments, review information regarding known failures, and revise estimates of future guaranty fund assessments. Accordingly, the Companies accrued and charged to expense an additional $3,000, $3,000 and $1,123,000 for the years ended December 31, 2000, 1999 and 1998, respectively. At December 31, 2000 and 1999, the Companies have an undiscounted reserve of $2,430,000, and $2,444,000, respectively, to cover estimated future assessments (net of related anticipated premium tax credits) and have established an asset totaling $733,000, and $618,000, respectively, for assessments paid which may be recoverable through future premium tax offsets. The Companies believe this reserve is sufficient to cover expected future guaranty fund assessments based upon previous premiums and known insolvencies at this time. Litigation: The Companies, like other insurance companies, may be named or otherwise involved in lawsuits, including class action lawsuits and arbitrations. In some class action and other actions involving insurers, substantial damages have been sought and/or material settlement or award payments have been made. The Companies currently believe no pending or threatened lawsuits or actions exist that are reasonably likely to have a material adverse impact on the Companies. Vulnerability from Concentrations: The Companies have various concentrations in the investment portfolio (see Note 3 for further information). The Companies' asset growth, net investment income, and cash flow are primarily generated from the sale of variable insurance products and associated future policy benefits and separate account liabilities. Substantial changes in tax laws that would make these products less attractive to consumers and extreme fluctuations in interest rates or stock market returns, which may result in higher lapse experience than assumed, could cause a severe impact to the Companies' financial condition. A broker/dealer, having at least ten percent of total net premiums, generated 11% of the Companies' sales in 2000 (28% and 26% by two broker/dealers during 1999 and 1998, respectively). Two broker dealers, having at least ten percent of total gross premiums, generated 21% of the Companies' sales in 2000 (30% and 27% by two broker/dealers during 1999 and 1998, respectively). The Premium Plus product generated 71% of the Companies' sales during 2000 (79% during 1999 and 63% during 1998). Leases: The Companies lease their home office space, certain other equipment, and capitalized computer software under operating leases which expire through 2020. During the years ended December 31, 2000, 1999 and 1998, rent expense totaled $2,874,000, $2,273,000, and $1,241,000, respectively. At December 31, 2000, minimum rental payments due under all non-cancelable operating leases with initial terms of one year or more are: 2001 - $3,790,000; 2002 - $3,257,000; 2003 - $2,611,000; 2004 - $2,419,000; 2005 - $2,419,000, and 2006 and thereafter - - $38,700,000. Revolving Note Payable: To enhance short-term liquidity, the Companies established a revolving note payable with SunTrust Bank, Atlanta (the "Bank") which expires July 30, 2001. The note was approved by the Boards of Directors of Golden American and First Golden on August 5, 1998 and September 29, 1998, respectively. The total amount the Companies may have outstanding is $85,000,000, of which Golden American and First Golden have individual credit sublimits of $75,000,000 and $10,000,000, respectively. The note accrues interest at an annual rate equal to: (1) the cost of funds for the Bank for the period applicable for the advance plus 0.225% or (2) a rate quoted by the Bank to the Companies for the advance. The terms of the agreement require the Companies to maintain the minimum level of Company Action Level Risk Based Capital as established by applicable state law or regulation. During the years ended December 31, 2000, 1999 and 1998, the Companies incurred interest expense of $87,000, $198,000 and $352,000, respectively. At December 31, 2000, there were no amounts outstanding under this agreement. At December 31, 1999, the Companies had a $1,400,000 note payable to the Bank under this agreement. 89 - -------------------------------------------------------------------------------- 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 Partial Withdrawal Option..................................... 6 Other Information................................................. 6 Financial Statements of Separate Account B........................ 6 - -------------------------------------------------------------------------------- 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 ACCESS ONE 05/01/01 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - AccOne-Non-Print 90 This page intentionally left blank. - ------------------------------------------------------------------------------- APPENDIX A - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION LIQUID ASSET - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $17.22 -- -- 9/18/00 16.94 -- -- - ------------------------------------------------------------------ LIMITED MATURITY BOND - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.77 1,095 $21,647 9/18/00 19.20 -- -- - ------------------------------------------------------------------ CORE BOND (FORMERLY GLOBAL FIXED INCOME) - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $12.42 -- -- 9/18/00 11.65 -- -- - ------------------------------------------------------------------ TOTAL RETURN - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $21.95 -- -- 9/18/00 20.55 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A1 EQUITY INCOME - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $26.61 833 $22,164 9/18/00 24.14 -- -- - ------------------------------------------------------------------ ALL CAP - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 11.69 -- -- 9/18/00 11.60 -- -- - ------------------------------------------------------------------ REAL ESTATE - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $29.64 -- -- 9/18/00 27.65 -- -- - ------------------------------------------------------------------ VALUE EQUITY - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $20.52 -- -- 9/18/00 19.75 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A2 INVESTORS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $11.36 -- -- 9/18/00 11.11 -- -- - ------------------------------------------------------------------ RISING DIVIDENDS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $26.59 -- -- 9/18/00 27.08 -- -- - ------------------------------------------------------------------ MANAGED GLOBAL - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $21.72 953 $20,690 9/18/00 23.85 -- -- - ------------------------------------------------------------------ LARGE CAP VALUE - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $10.63 -- -- 9/18/00 10.77 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A3 HARD ASSETS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ---------------------------------------------------------------- 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) - ------------------------------------------------------------------ 2000 $18.16 -- -- 9/18/00 18.93 -- -- - ------------------------------------------------------------------ RESEARCH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $27.92 -- -- 9/18/00 31.83 -- -- - ------------------------------------------------------------------ CAPITAL GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $17.97 -- -- 9/18/00 20.39 -- -- - ------------------------------------------------------------------ CAPITAL APPRECIATION - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $27.19 -- -- 9/18/00 30.92 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A4 SMALL CAP - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.25 1,040 $20,017 9/18/00 24.08 -- -- - ------------------------------------------------------------------ MID-CAP GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $44.75 -- -- 9/18/00 49.80 -- -- - ------------------------------------------------------------------ STRATEGIC EQUITY - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.82 -- -- 9/18/00 25.04 -- -- - ------------------------------------------------------------------ GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $22.98 808 $18,572 9/18/00 29.10 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A5 DEVELOPING WORLD - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $7.78 -- -- 9/18/00 9.28 -- -- - ------------------------------------------------------------------ PIMCO HIGH YIELD BOND - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $10.25 -- -- 9/18/00 10.55 -- -- - ------------------------------------------------------------------ PIMCO STOCKSPLUS GROWTH AND INCOME - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $12.01 -- -- 9/18/00 13.18 -- -- - ------------------------------------------------------------------ PILGRIM GLOBAL BRAND NAMES (FORMERLY, ING GLOBAL BRAND NAMES - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $8.81 -- -- 9/18/00 9.36 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A6 PRUDENTIAL JENNISON - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $7.89 -- -- 9/18/00 9.64 -- -- - ------------------------------------------------------------------ AccOne-Non-Print A7 - -------------------------------------------------------------------------------- APPENDIX B - -------------------------------------------------------------------------------- MARKET VALUE ADJUSTMENT EXAMPLES EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into the guaranteed interest period; that the then Index Rate for a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. CALCULATE THE MARKET VALUE ADJUSTMENT 1. The contract value of the Fixed Interest Allocation on the date of 3 surrender is $124,230 ($100,000 x 1.075 ) 2. N = 2,555 (365 x 7) 2,555/365 3. Market Value Adjustment = $124,230 x [(1.07/ 1.0825) -1] = $9,700 Therefore, the amount paid to you on full surrender is $114,530 ($124,230 - $9,700 ). EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into the guaranteed interest period; that the then Index Rate for a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. CALCULATE THE MARKET VALUE ADJUSTMENT 1. The contract value of the Fixed Interest Allocation on the date of 3 surrender is $124,230 ($100,000 x 1.075 ) 2. N = 2,555 (365 x 7) 2,555/365 3. Market Value Adjustment = $124,230 x [(1.07/1.0625) -1] = $6,270 Therefore, the amount paid to you on full surrender is $130,500 ($124,230 + $6,270 ). EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3 years into the guaranteed interest period; that the then Index Rate ("J") for a 7 year guaranteed interest period is 8%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. AccOne-Non-Print B1 First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested. 1. The contract value of the Fixed Interest Allocation on the date of 3 withdrawal is $248,459 ( $200,000 x 1.075 ) 2. N = 2,555 (365 x 7) 2,555/365 3. Amount that must be withdrawn = [$114,530 /( 1.07/1.0825) ] = $124,230 Then calculate the Market Value Adjustment on that amount. 2,555/365 4. Market Value Adjustment = $124,230 x [(1.07/1.0825) -1] = $9,700 Therefore, the amount of the withdrawal paid to you is $114,530, as requested. The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $114,530, and also reduced by the Market Value Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of $124,230. EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into the guaranteed interest period; that the then Index Rate ("J") for a 7 year guaranteed interest period is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested. 1. The contract value of Fixed Interest Allocation on the date of surrender is 3 $248,459 ($200,000 x 1.075 ) 2. N = 2,555 (365 x 7) 2,555/365 3. Amount that must be withdrawn = [$130,500 /(1.07/1.0625) ] = $124,230 Then calculate the Market Value Adjustment on that amount. 2,555/365 4. Market Value Adjustment = $124,230 x [(1.07/1.0625) -1] = $6,270 Therefore, the amount of the withdrawal paid to you is $130,500, as requested. The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $130,500, but increased by the Market Value Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of $124,230. AccOne-Non-Print B2 This page intentionally left blank. ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware - -------------------------------------------------------------------------------- ACCESS ONE Non-Print 05/01/01 ACCESSONE PROFILE AND PROSPECTUS (FORM TWO) ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- PROFILE OF GOLDENSELECT ACCESS(R) ONE DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT MAY 1, 2001 --------------------------------------------------------------------- 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. --------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. THE ANNUITY CONTRACT The Contract offered in this prospectus is a deferred combination variable and fixed 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 (i) one or more of 38 mutual fund investment portfolios through our Separate Account B and/or (ii) in a fixed account of Golden American with guaranteed interest periods. The 38 mutual fund portfolios are listed on page 3. We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years in the fixed account. We set the interest rates in the fixed account (which will never be less than 3%) periodically. We may credit a different interest rate for each interest period. The interest you earn in the fixed account as well as your principal is guaranteed by Golden American as long as you do not take your money out before the maturity date for the applicable interest period. If you withdraw your money from the fixed account more than 30 days before the applicable maturity date, we will apply a market value adjustment. A market value adjustment could increase or decrease your contract value and/or the amount you take out. Generally, the investment portfolios are designed to offer a better return than the fixed account. However, this is NOT guaranteed. 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 determine the amount of annuity payments you will receive. The income phase begins on the annuity start date, which is the date you start receiving regular annuity payments from your Contract. ACCESS ONE PROFILE PROSPECTUS BEGINS AFTER PAGE 6 OF THIS PROFILE 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 benefit, 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:
---------------------------------------------------------------------------------------- ANNUITY OPTIONS ---------------------------------------------------------------------------------------- Option 1 Income for a fixed Payments are made for a specified number of period years to you or your beneficiary. ---------------------------------------------------------------------------------------- Option 2 Income for life with Payments are made for the rest of your life a period certain or longer for a specified 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 such 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. If variable and subject to the Investment Company Act of 1940, it will comply with the requirements of such Act. 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 ($50 for a qualified Contract) at any time before you turn 85 during the accumulation phase. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. Any initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval. Who may purchase this Contract? The Contract is available only in connection with a non-discretionary asset-based fee brokerage account. 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"). IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other benefits including death benefits and the ability to receive a lifetime income. See "Expenses" in this profile. ACCESS ONE PROFILE 2 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: (1) IF YOU ARE LOOKING FOR A SHORT-TERM INVESTMENT; (2) IF YOU CANNOT RISK GETTING BACK LESS MONEY THAN YOU PUT IN; OR (3) IF YOUR ASSETS ARE IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL AND YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT. 4. THE INVESTMENT PORTFOLIOS You can direct your money into (1) the fixed account with guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of the following 39 mutual fund investment portfolios through our Separate Account B. The investment portfolios are described in the prospectuses for the GCG Trust, the PIMCO Variable Insurance Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust and the ProFunds. Keep in mind that while an investment in the fixed account earns a fixed interest rate, an investment in any investment portfolio, depending on market conditions, may cause you to make or lose money. The investment portfolios available under your Contract are: THE GCG TRUST Liquid Asset Series Real Estate Series Capital Growth Series Limited Maturity Bond Series Value Equity Series Capital Appreciation Series Core Bond Series (formerly Investors Series Small Cap Series Global Fixed Income Series) International Equity Series* Mid-Cap Growth Series Fully Managed Series Rising Dividends Series Strategic Equity Series Total Return Series Managed Global Series Special Situations Asset Allocation Growth Series Large Cap Value Series Growth Series Equity Income Series Hard Assets Series Developing World Series All Cap Series Diversified Mid-Cap Series Internet TollkeeperSM Series Growth and Income Series Research Series THE PIMCO VARIABLE INSURANCE TRUST PILGRIM VARIABLE INSURANCE TRUST PIMCO High Yield Bond Portfolio (FORMERLY ING VARIABLE INSURANCE TRUST) PIMCO StocksPLUS Growth Pilgrim Global Brand Names Fund and Income Portfolio (formerly ING Global Brand Names Fund) PRUDENTIAL SERIES FUND PILGRIM VARIABLE PRODUCTS TRUST Prudential Jennison Portfolio Pilgrim VP MagnaCap Portfolio SP Jennison International Growth Pilgrim VP SmallCap Opportunities Portfolio Portfolio Pilgrim VP Growth Opportunities Portfolio PROFUNDS ProFund VP Bull ProFund VP Small-Cap ProFund VP Europe 30
* Not currently available. Internet TollkeeperSM is a service mark of Goldman, Sachs & Co. 5. EXPENSES The Contract has insurance features and investment features, and there are charges related to each. For the insurance features, the Company deducts a mortality and expense risk charge and an asset-based administrative charge. We deduct the mortality and expense risk charge and the asset-based ACCESS ONE PROFILE 3 administrative charges daily directly from your contract value in the investment portfolios. The mortality and expense risk charge and the asset-based administrative charge, on an annual basis, are as follows: Mortality & Expense Risk Charge.................... 0.35% Asset-Based Administrative Charge.................. 0.15% ----- Total....................................... 0.50% We do not deduct any surrender charges for withdrawals. Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.55% to 1.86% 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. The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column reflects the maximum 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 is based on actual expenses as of December 31, 2000, except for (i) portfolios that commenced operations during 2000 or 2001 where the charges have been estimated, and (ii) newly formed portfolios where the charges have been estimated. 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%. - -------------------------------------------------------------------------------- ACCESS ONE PROFILE 4
- ------------------------------------------------------------------------------------------------------------------------ EXAMPLES: TOTAL ANNUAL --------- 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 0.50% 0.55% 1.05% $11 $128 - ------------------------------------------------------------------------------------------------------------------------ Limited Maturity Bond 0.50% 0.55% 1.05% $11 $128 - ------------------------------------------------------------------------------------------------------------------------ Core Bond 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ Fully Managed 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Total Return 0.50% 0.89% 1.39% $14 $167 - ------------------------------------------------------------------------------------------------------------------------ Asset Allocation Growth 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ Equity Income 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ All Cap 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ Growth and Income 0.50% 1.11% 1.61% $16 $191 - ------------------------------------------------------------------------------------------------------------------------ Real Estate 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Value Equity 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Investors 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ International Equity 0.50% 1.26% 1.76% $18 $207 - ------------------------------------------------------------------------------------------------------------------------ Rising Dividends 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Managed Global 0.50% 1.26% 1.76% $18 $207 - ------------------------------------------------------------------------------------------------------------------------ Large Cap Value 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ Hard Assets 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Diversified Mid-Cap 0.50% 1.01% 1.51% $15 $180 - ------------------------------------------------------------------------------------------------------------------------ Research 0.50% 0.89% 1.39% $14 $167 - ------------------------------------------------------------------------------------------------------------------------ Capital Growth 0.50% 1.00% 1.50% $15 $179 - ------------------------------------------------------------------------------------------------------------------------ Capital Appreciation 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Small Cap 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth 0.50% 0.89% 1.39% $14 $167 - ------------------------------------------------------------------------------------------------------------------------ Strategic Equity 0.50% 0.95% 1.45% $15 $174 - ------------------------------------------------------------------------------------------------------------------------ Special Situations 0.50% 1.11% 1.61% $16 $191 - ------------------------------------------------------------------------------------------------------------------------ Growth 0.50% 1.00% 1.50% $15 $179 - ------------------------------------------------------------------------------------------------------------------------ Developing World 0.50% 1.76% 2.26% $23 $260 - ------------------------------------------------------------------------------------------------------------------------ Internet Tollkeeper 0.50% 1.86% 2.36% $24 $270 - ------------------------------------------------------------------------------------------------------------------------ THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond 0.50% 0.75% 1.25% $13 $151 - ------------------------------------------------------------------------------------------------------------------------ PIMCO StocksPLUS Growth and Income 0.50% 0.65% 1.15% $12 $140 - ------------------------------------------------------------------------------------------------------------------------ PILGRIM VARIABLE INSURANCE TRUST - ------------------------------------------------------------------------------------------------------------------------ Pilgrim Global Brand Names 0.50% 1.23% 1.73% $18 $204 - ------------------------------------------------------------------------------------------------------------------------ THE PRUDENTIAL SERIES FUND Prudential Jennison 0.50% 1.04% 1.54% $16 $183 - ------------------------------------------------------------------------------------------------------------------------ SP Jennison International Growth 0.50% 1.64% 2.14% $22 $247 - ------------------------------------------------------------------------------------------------------------------------ PILGRIM VARIABLE PRODUCTS TRUST Pilgrim VP MagnaCap 0.50% 1.10% 1.60% $16 $190 - ------------------------------------------------------------------------------------------------------------------------ Pilgrim VP SmallCap Opportunities 0.50% 1.10% 1.60% $16 $190 - ------------------------------------------------------------------------------------------------------------------------ Pilgrim VP Growth Opportunities 0.50% 1.10% 1.60% $16 $190 PROFUNDS - ------------------------------------------------------------------------------------------------------------------------ Profund VP Bull 0.50% 1.80% 2.30% $23 $264 - ------------------------------------------------------------------------------------------------------------------------ ProFund VP Small-Cap 0.50% 1.80% 2.30% $23 $264 - ------------------------------------------------------------------------------------------------------------------------ ProFund VP Europe 30 0.50% 1.75% 2.25% $23 $258 - ------------------------------------------------------------------------------------------------------------------------
ACCESS ONE PROFILE 5 The "Total Annual Investment Portfolio Charges" column above reflects current expense reimbursements for applicable investment portfolios. For more detailed information, see "Fees and Expenses" 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 generally be taxed on these earnings, but not on premiums, when you make a withdrawal or begin receiving annuity payments. 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 at your request. 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 taxable earnings 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 [6]. We will apply a market value adjustment if you withdraw your money from the fixed account more than 30 days before the applicable maturity date. 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. Since this Contract was not issued before 2000, there is no actual performance history for the entire year to illustrate. Actual performance information will be shown in updated prospectuses beginning in 2002. Please keep in mind that past or hypothetical performance is not a guarantee of future results. 9. DEATH BENEFIT The death benefit is payable when the first of the following persons dies: the contract owner, joint owner, or annuitant (if a contract owner is not an individual). Assuming you are the contract owner, if you die during the accumulation phase, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit value is calculated at the close of the business day on which we receive written notice and due proof of death, as well as required claim forms, 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 under the annuity option then in effect. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. If you die before the annuity start date, your beneficiary is eligible to receive the greatest of: 1) the contract value; 2) the total premium payments made under the Contract, reduced by a pro rata adjustment for any withdrawals; or 3) the cash surrender value. Note: The amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. Note: The amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. ACCESS ONE PROFILE 6 10. OTHER INFORMATION FREE LOOK. If you cancel the Contract within 10 days after you receive it, you will receive a refund of your adjusted contract value. We determine your contract value the close of business on the day we receive your written refund request. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the fixed account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. Also, in some states, you may be entitled to a longer free look period. TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make transfers among your investment portfolios and your investment in the fixed account as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. There is currently 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. Keep in mind that if you transfer or otherwise withdraw your money from the fixed account more than 30 days before the applicable maturity date, we will apply a market value adjustment. A market value adjustment could increase or decrease your contract value and/or the amount you transfer or withdraw. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. See "Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the prospectus for the Contract. 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. It 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 $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment portfolios or in the fixed account with a 1-year guaranteed interest period. Transfers from the fixed account under this program will not be subject to a market value adjustment. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. These withdrawals will not result in any surrender charges. Withdrawals from your money in the fixed account under this program are not subject to a market value adjustment. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. Automatic Rebalancing. If your contract value is $10,000 or more, you may elect to have the Company automatically readjust the money between your investment portfolios periodically to keep the blend you select. Investments in the fixed account are not eligible for automatic rebalancing. 11. INQUIRIES If you need more information after reading this profile and the prospectus, please contact us at: CUSTOMER SERVICE CENTER P.O. BOX 2700 WEST CHESTER, PENNSYLVANIA 19380 (800) 366-0066 or your registered representative. - -------------------------------------------------------------------------------- ACCESS ONE PROFILE 7 - -------------------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT ACCESS(R) ONE - -------------------------------------------------------------------------------- MAY 1, 2001 This prospectus describes GoldenSelect Access One, a deferred group and individual 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 38 mutual fund investment portfolios. You may also allocate premium payments to our Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. The investment portfolios available under your Contract and the portfolio managers are listed on the back of this cover. We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We set the interest rates periodically. We will not set the interest rate to be less than a minimum annual rate of 3%. You may choose guaranteed interest periods of 1, 3, 5, 7 and 10 years. The interest earned on your money as well as your principal is guaranteed as long as you hold them until the maturity date. If you take your money out from a Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase or decrease your contract value and/or the amount you take out. You bear the risk that you may receive less than your principal if we take a Market Value Adjustment. For Contracts sold in some states, not all Fixed Interest Allocations or subaccounts are available. You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted 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, 2001, 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST OR THE PROFUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS. - -------------------------------------------------------------------------------- A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF THIS COVER. - -------------------------------------------------------------------------------- The investment portfolios available under your Contract and the portfolio managers are: A I M CAPITAL MANAGEMENT, INC. Capital Appreciation Series Strategic Equity Series ALLIANCE CAPITAL MANAGEMENT L. P. Capital Growth Series BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Developing World Series Hard Assets Series CAPITAL GUARDIAN TRUST COMPANY Large Cap Value Series Managed Global Series Small Cap Series EAGLE ASSET MANAGEMENT, INC Value Equity Series FIDELITY MANAGEMENT & RESEARCH COMPANY Asset Allocation Growth Series Diversified Mid-Cap Series GOLDMAN SACHS ASSET MANAGEMENT Internet TollkeeperSM Series ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE) Limited Maturity Bond Series Liquid Asset Series ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE) International Equity Series* JANUS CAPITAL CORPORATION Growth Series Growth and Income Series Special Situations Series KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC Rising Dividends Series MASSACHUSETTS FINANCIAL SERVICES COMPANY Mid-Cap Growth Series Research Series Total Return Series PACIFIC INVESTMENT MANAGEMENT COMPANY Core Bond Series (formerly Global Fixed Income Series) PRUDENTIAL INVESTMENT CORPORATION Real Estate Series SALOMON BROTHERS ASSET MANAGEMENT, INC All Cap Series Investors Series T. ROWE PRICE ASSOCIATES, INC. Equity Income Series Fully Managed Series PACIFIC INVESTMENT MANAGEMENT COMPANY PIMCO High Yield Bond Portfolio PIMCO StocksPLUS Growth and Income Portfolio ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE) Pilgrim Global Brand Names Fund (formerly ING Global Brand Names Fund) JENNISON ASSOCIATES LLC Prudential Jennison Portfolio SP Jennison International Growth Portfolio ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE) Pilgrim VP Growth Opportunities Portfolio Pilgrim VP MagnaCap Portfolio Pilgrim VP SmallCap Opportunities Portfolio PROFUND ADVISORS LLC ProFund VP Bull ProFund VP Europe 30 ProFund VP Small-Cap * Not currently available. Internet TollkeeperSM Series is a service mark of Goldman, Sachs & Co. 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" and the money you place in the Fixed Account's guaranteed interest periods as "Fixed Interest Allocations" in this prospectus. - -------------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE Index of Special Terms.................................................. 1 Fees and Expenses....................................................... 2 Performance Information................................................. 6 Accumulation Unit.................................................. 6 Net Investment Factor.............................................. 6 Condensed Financial Information.................................... 6 Financial Statements............................................... 6 Performance Information............................................ 6 Golden American Life Insurance Company.................................. 7 The Trusts.............................................................. 8 Golden American Separate Account B...................................... 8 The Investment Portfolios............................................... 9 Investment Objectives.............................................. 9 Investment Management Fees......................................... 12 The Fixed Interest Allocation........................................... 13 Selecting a Guaranteed Interest Period............................. 13 Guaranteed Interest Rates.......................................... 13 Transfers from a Fixed Interest Allocation......................... 14 Withdrawals from a Fixed Interest Allocation....................... 14 Market Value Adjustment............................................ 15 The Annuity Contract.................................................... 16 Contract Date and Contract Year .................................. 16 Annuity Start Date................................................. 16 Contract Owner..................................................... 16 Annuitant.......................................................... 16 Beneficiary........................................................ 17 Purchase and Availability of the Contract.......................... 17 Crediting of Premium Payments...................................... 17 Administrative Procedures.......................................... 18 Contract Value..................................................... 19 Cash Surrender Value............................................... 19 Surrendering to Receive the Cash Surrender Value................... 19 The Subaccounts.................................................... 20 Addition, Deletion or Substitution of Subaccounts and Other Changes............................................... 20 The Fixed Account.................................................. 20 Other Contracts.................................................... 20 Other Important Provisions......................................... 20 Withdawals.............................................................. 21 Regular Withdrawals................................................ 21 Systematic Withdrawals............................................. 21 IRA Withdrawals.................................................... 22 Transfers Among Your Investments........................................ 23 Dollar Cost Averaging.............................................. 23 Automatic Rebalancing.............................................. 24 Death Benefit ......................................................... 24 Death Benefit During the Accumulation Phase........................ 24 Death Benefit During the Income Phase.............................. 25 Continuation After Death-- Spouse.................................. 25 Continuation After Death-- Non Spouse.............................. 25 Required Distributions Upon Contract Owner's Death................. 25 - -------------------------------------------------------------------------------- i - -------------------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - -------------------------------------------------------------------------------- PAGE Charges and Fees........................................................ 26 Charge Deduction Subaccount........................................ 26 Charges Deducted from the Contract Value........................... 26 No Surrender Charge........................................... 26 Premium Taxes................................................. 26 Transfer Charge............................................... 26 Charges Deducted from the Subaccounts.............................. 27 Mortality and Expense Risk Charge............................. 27 Asset-Based Administrative Charge............................. 27 Trust Expenses..................................................... 27 The Annuity Options..................................................... 27 Annuitization of Your Contract..................................... 27 Selecting the Annuity Start Date................................... 28 Frequency of Annuity Payments...................................... 28 The Annuity Options................................................ 28 Income for a Fixed Period..................................... 28 Income for Life with a Period Certain......................... 28 Joint Life Income............................................. 28 Annuity Plan.................................................. 29 Payment When Named Person Dies..................................... 29 Other Contract Provisions............................................... 29 Reports to Contract Owners......................................... 29 Suspension of Payments............................................. 29 In Case of Errors in Your Application.............................. 29 Assigning the Contract as Collateral............................... 29 Contract Changes-Applicable Tax Law................................ 30 Free Look.......................................................... 30 Group or Sponsored Arrangements.................................... 30 Selling the Contract............................................... 30 Other Information....................................................... 31 Voting Rights...................................................... 31 State Regulation................................................... 31 Legal Proceedings.................................................. 31 Legal Matters...................................................... 31 Experts............................................................ 32 Federal Tax Considerations.............................................. 32 More Information About Golden American Life Insurance Company........... 37 Financial Statements of Golden American Life Insurance Company.......... 57 Statement of Additional Information Table of Contents.................................................. 87 Appendix A Condensed Financial Information.................................... A1 Appendix B Market Value Adjustment Examples................................... B1 ii - -------------------------------------------------------------------------------- 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 6 Annuitant 16 Annuity Start Date 16 Cash Surrender Value 19 Contract Date 16 Contract Owner 16 Contract Value 19 Contract Year 16 Death Benefit 24 Fixed Interest Allocation 13 Market Value Adjustment 15 Net Investment Factor 6 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 Fixed Interest Allocation Fixed Allocation 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 - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- CONTRACT OWNER TRANSACTION EXPENSES* Surrender Charge................................................... None Transfer Charge.................................................... None** * If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount. ** We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year. SEPARATE ACCOUNT ANNUAL CHARGES* Mortality & Expense Risk Charge.................................... 0.35% Asset-Based Administrative Charge.................................. 0.15% ----- Total......................................................... 0.50% * As a percentage of average daily assets in each subaccount. The mortality and expense risk charge and the asset-based administrative charge are deducted daily. THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio): - -------------------------------------------------------------------------------- MANAGEMENT OTHER TOTAL PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3) - -------------------------------------------------------------------------------- Liquid Asset 0.54% 0.01% 0.55% - -------------------------------------------------------------------------------- Limited Maturity Bond 0.54% 0.01% 0.55% - -------------------------------------------------------------------------------- Core Bond 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Fully Managed 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Total Return 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Asset Allocation Growth 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Equity Income 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- All Cap 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Growth and Income 1.10% 0.01% 1.11% - -------------------------------------------------------------------------------- Real Estate 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Value Equity 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Investors 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- International Equity 1.25% 0.01% 1.26% - -------------------------------------------------------------------------------- Rising Dividends 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Managed Global 1.25% 0.01% 1.26% - -------------------------------------------------------------------------------- Large Cap Value 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Hard Assets 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Diversified Mid-Cap 1.00% 0.01% 1.01% - -------------------------------------------------------------------------------- Research 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Capital Growth 0.99% 0.01% 1.00% - -------------------------------------------------------------------------------- Capital Appreciation 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Small Cap 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Mid-Cap Growth 0.88% 0.01% 0.89% - -------------------------------------------------------------------------------- Strategic Equity 0.94% 0.01% 0.95% - -------------------------------------------------------------------------------- Special Situations 1.10% 0.01% 1.11% - -------------------------------------------------------------------------------- Growth 0.99% 0.01% 1.00% - -------------------------------------------------------------------------------- Developing World 1.75% 0.01% 1.76% - -------------------------------------------------------------------------------- Internet Tollkeeper 1.85% 0.01% 1.86% - -------------------------------------------------------------------------------- 2 (1) Fees decline as the total assets of certain combined portfolios 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, 2000 and 2001, except for (i) portfolios that commenced operations in 2000 and (ii) newly formed portfolios where the charges have been estimated. (3) Total Expenses are based on actual expenses for the fiscal year ended December 31, 2000. THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ------------------------------------------------------------------------------------------------------------------------- OTHER EXPENSES TOTAL EXPENSES MANAGEMENT SERVICE OTHER AFTER EXPENSE AFTER EXPENSE PORTFOLIO FEE FEE EXPENSES(1) REIMBURSEMENT(2) REIMBURSEMENT(2) - ------------------------------------------------------------------------------------------------------------------------- PIMCO High Yield Bond 0.25% 0.15% 0.35% 0.35% 0.75% PIMCO StocksPLUS Growth and Income 0.40% 0.15% 0.11% 0.10% 0.65% - -------------------------------------------------------------------------------------------------------------------------
(1) "Other Expenses" reflects a 0.35% administrative fee for the High Yield Bond Portfolio and a 0.10% administrative fee and 0.01% representing organizational expenses and pro rata Trustees' fees for the StocksPLUS Growth and Income Portfolio. (2) PIMCO has contractually agreed to reduce total annual portfolio operating expenses to the extent they would exceed, due to the payment of organizational expenses and Trustees' fees, 0.75% and 0.65% of average daily net assets for the PIMCO High Yield Bond and StocksPLUS Growth and Income Portfolios, respectively. Without such reductions, Total Annual Expenses for the fiscal year ended December 31, 2000 would have been 0.75% and 0.66% for the PIMCO High Yield Bond and StocksPLUS Growth and Income Portfolios, respectively. Under the Expense Limitation Agreement, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit. PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT TOTAL TOTAL NET MANAGEMENT 12B-1 OTHER PORTFOLIO WAIVER BY PORTFOLIO PORTFOLIO FEE FEE EXPENSES EXPENSES ADVISER(2) EXPENSES - ------------------------------------------------------------------------------------------------------------------------------------ Pilgrim Global Brand Names 1.00% 0.25% 1.72% 2.97% 1.74% 1.23% - ------------------------------------------------------------------------------------------------------------------------------------
(1) The table shows the estimated operating expenses for the Portfolio as a ratio of expenses to average daily net assets. These estimates are based on the Portfolio's actual operating expenses for its most recent complete fiscal year and fee waivers to which the Adviser has agreed for the Portfolio. (2) ING Mutual Funds Management Co. LLC, the Portfolio's Investment Manager, has entered into a written expense limitation agreement with the Portfolio, under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Mutual Funds Management Co. LLC within three years. The amount of the Portfolio's expenses waived or reimbursed during the last fiscal year by ING Mutual Funds Management Co. LLC is shown under the heading "Waiver by Adviser." The expense limits will continue through at least December 31, 2001. 3 THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- -------------------------------------------------------------------------------------------------- MANAGEMENT OTHER TOTAL PORTFOLIO FEE 12B-1 FEE(1) EXPENSES(2) EXPENSES(2) - -------------------------------------------------------------------------------------------------- Prudential Jennison 0.60% 0.25% 0.19% 1.04% SP Jennison International Growth 0.85% 0.25% 0.54% 1.64% - --------------------------------------------------------------------------------------------------
(1) The 12b-1 fees for the Prudential Jennison Portfolio and the SP Jennison International Growth Portfolio are imposed to enable the portfolios to recover certain sales expenses, including compensation to broker-dealers, the cost of printing prospectuses for delivery to prospective investors and advertising costs for the portfolio. Over a long period of time, the total amount of 12b-1 fees paid may exceed the amount of sales charges imposed by the product. (2) Since the SP Jennison International Growth Portfolio had not commenced operations as of December 31, 1999, expenses as shown are based on estimates of the portfolio's operating expenses for the portfolio's first fiscal year. PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT TOTAL TOTAL NET MANAGEMENT SERVICE OTHER PORTFOLIO WAIVER BY PORTFOLIO PORTFOLIO FEE FEES EXPENSES(2) EXPENSES ADVISER(3) EXPENSES - ------------------------------------------------------------------------------------------------------------------------------------ Pilgrim VP MagnaCap 0.75% 0.25% 7.15% 8.15% 7.05% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------ Pilgrim VP SmallCap Opportunities 0.75% 0.25% 0.23% 1.23% 0.13% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------ Pilgrim VP Growth Opportunities 0.75% 0.25% 1.44% 2.44% 1.34% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------
(1) The table shows the estimated operating expenses for Class S shares of each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for Class R shares for the Trust's most recently completed fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the Portfolios' Adviser, has agreed for each Portfolio. (2) Because Class S shares are new for each Portfolio, the Other Expenses for each Portfolio are based on Class R expenses of the Portfolio. (3) ING Pilgrim Investments, LLC has entered into written expense limitation agreements with each Portfolio which it advises under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Pilgrim Investments, LLC within three years. The expense limit for each such Portfolio is shown as "Total Net Portfolio Expenses." For each Portfolio, the expense limits will continue through at least December 31, 2001. PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- -------------------------------------------------------------------------------------------------- MANAGEMENT OTHER TOTAL PORTFOLIO FEE 12B-1 FEE EXPENSES(2) EXPENSES(2) - -------------------------------------------------------------------------------------------------- ProFund VP Bull 0.75% 0.25% 0.80% 1.80% - -------------------------------------------------------------------------------------------------- ProFund VP Small-Cap 0.75% 0.25% 0.80% 1.80% - -------------------------------------------------------------------------------------------------- ProFund VP Europe 30(1) 0.75% 0.25% 0.75% 1.75% - --------------------------------------------------------------------------------------------------
(1) Management fees and expenses for the ProFund VP Europe 30 are for the 12-month period ending December 12, 2000. (2) Other expenses for the ProFund VP Bull and ProFund VP Small-Cap are estimates as these ProFund Portfolios had not commenced operations as of December 31, 2000. 4 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, the PIMCO Variable Insurance Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust, and the ProFunds for additional information on management or advisory fees and in some cases on other 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. EXAMPLE: The following example is designed to show you the expenses you would pay on a $1000 investment that earns 5% annually. The example reflects the deduction of a mortality and expense risk charge and an asset-based administrative charge. 5 Example 1: Whether you surrender, continue to hold or annuitize your Contract at the end of the applicable time period, you would pay the following expenses for each $1,000 invested: - -------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- THE GCG TRUST Liquid Asset $11 $33 $ 58 $128 - -------------------------------------------------------------------------------- Limited Maturity Bond $11 $33 $ 58 $128 - -------------------------------------------------------------------------------- Core Bond $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- Fully Managed $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Total Return $14 $44 $ 76 $167 - -------------------------------------------------------------------------------- Asset Allocation Growth $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- Equity Income $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- All Cap $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- Growth and Income $16 $51 $ 88 $191 - -------------------------------------------------------------------------------- Real Estate $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Value Equity $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Investors $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- International Equity $18 $55 $ 95 $207 - -------------------------------------------------------------------------------- Rising Dividends $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Managed Global $18 $55 $ 95 $207 - -------------------------------------------------------------------------------- Large Cap Value $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- Hard Assets $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Diversified Mid-Cap $15 $48 $ 82 $180 - -------------------------------------------------------------------------------- Research $14 $44 $ 76 $167 - -------------------------------------------------------------------------------- Capital Growth $15 $47 $ 82 $179 - -------------------------------------------------------------------------------- Capital Appreciation $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Small Cap $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Mid-Cap Growth $14 $44 $ 76 $167 - -------------------------------------------------------------------------------- Strategic Equity $15 $46 $ 79 $174 - -------------------------------------------------------------------------------- Special Situations $16 $51 $ 88 $191 - -------------------------------------------------------------------------------- Growth $15 $47 $ 82 $179 - -------------------------------------------------------------------------------- Developing World $23 $71 $121 $260 - -------------------------------------------------------------------------------- Internet Tollkeeper $24 $74 $126 $270 - -------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond $13 $40 $ 69 $151 - -------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income $12 $37 $ 63 $140 - -------------------------------------------------------------------------------- PILGRIM VARIABLE INSURANCE TRUST - -------------------------------------------------------------------------------- Pilgrim Global Brand Names $18 $54 $ 94 $204 - -------------------------------------------------------------------------------- THE PRUDENTIAL SERIES FUND Prudential Jennison $16 $49 $ 84 $183 - -------------------------------------------------------------------------------- SP Jennison International Growth $22 $67 $115 $247 - -------------------------------------------------------------------------------- PILGRIM VARIABLE PRODUCTS TRUST Pilgrim VP MagnaCap $16 $50 $ 87 $190 - -------------------------------------------------------------------------------- Pilgrim VP SmallCap Opportunities $16 $50 $ 87 $190 - -------------------------------------------------------------------------------- Pilgrim VP Growth Opportunities $16 $50 $ 87 $190 PROFUNDS TRUST - -------------------------------------------------------------------------------- ProFund VP Bull $23 $72 $123 $264 - -------------------------------------------------------------------------------- ProFund VP Small-Cap $23 $72 $123 $264 - -------------------------------------------------------------------------------- ProFund VP Europe 30 $23 $70 $120 $258 - -------------------------------------------------------------------------------- 6 THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT. Compensation is paid for the sale of the Contracts. For information about this compensation, see "Selling the Contract." - -------------------------------------------------------------------------------- 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 certain charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows: 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 the 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 subaccount are presented in Appendix A -- Condensed Financial Information. FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the year ended December 31, 2000 are included in the Statement of Additional Information. The audited consolidated financial statements of Golden American for the years ended December 31, 2000, 1999 and 1998 are included in this prospectus. 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 Separate Account B has been investing in the portfolio. 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 when the separate account first invested in the portfolios, withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract charges. We may also show rates of total return on amounts invested at the beginning 7 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. In addition, we may present historic performance data for the 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 of Separate Account B. This data is designed to show the performance that would have resulted if the Contract had been in existence before the separate account began investing in the portfolios. 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. 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 determine the real rate of return of 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. - -------------------------------------------------------------------------------- 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 based in The Netherlands. 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 this prospectus. 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. ING also owns ING Pilgrim Investments, LLC, a portfolio manager of the GCG Trust, and the investment manager of the Pilgrim Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust and ING Investment Management Advisors B.V., a portfolio manager of the Pilgrim Variable Insurance Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. 8 - -------------------------------------------------------------------------------- THE TRUSTS - -------------------------------------------------------------------------------- The GCG Trust is a mutual fund whose shares are offered to separate accounts funding variable annuity and variable life insurance policies offered by Golden American and other affiliated insurance companies. The GCG Trust may also sell its shares to separate accounts of insurance companies not affiliated with Golden American. Pending SEC approval, shares of the GCG Trust may also be sold to certain qualified pension and retirement plans. The address of the GCG Trust is 1475 Dunwoody Drive, West Chester, PA 19380. The PIMCO Variable Insurance 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 to qualified pension and retirement plans. The address of the PIMCO Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660. The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust) is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. The Prudential Series Fund, Inc. is also a mutual fund whose shares are available to separate accounts funding variable annuity and variable life insurance polices offered by The Prudential Insurance Company of America, its affiliated insurers and other life insurance companies not affiliated with Prudential, including Golden American. The address of the Prudential Series Fund is 751 Broad Street, Newark, NJ 07102. The Pilgrim Variable Products Trust is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of Pilgrim Variable Products Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. The ProFunds is also a mutual fund whose shares are offered to separate accounts funding variable annuity contracts offered by Golden American and other insurance companies, both affiliated and unaffiliated with Golden American. The address of ProFunds is 3435 Stelzer Road, Suite 1000, PO Box 182100, Columbus, OH 43218-2000. 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, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Pilgrim Variable Products Trust, ProFunds, the Board of Directors of the Prudential Series Fund, and the management of Directed Services, Inc., Pacific Investment Management Company, Credit Suisse Asset Management, LLC, The Prudential Insurance Company of America, ING Pilgrim Investments, Inc., ProFunds Advisors LLC 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 MORE DETAILED INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS TRUST, AND PROFUNDS IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING. 9 - -------------------------------------------------------------------------------- GOLDEN AMERICAN SEPARATE ACCOUNT B - -------------------------------------------------------------------------------- Golden American Separate Account B ("Separate Account B") was established as a separate account of the Company on July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 as amended (the "1940 Act"). Separate Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts. Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds. 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 Separate 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 Separate Account B. If the assets in Separate 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. NOTE: We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed in this prospectus. Separate Account B may also invest in other investment portfolios which are not available under your Contract. Under certain circumstances, we may make certain changes to the subaccounts. For more information, see "The Annuity Contract -- Addition, Deletion, or Substitution of Subaccounts and Other Changes." - -------------------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - -------------------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios listed in the section below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT PORTFOLIO, AND YOU 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. Separate Account B also has other subaccounts investing in other portfolios which are not available to the Contract described in this prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- THE GCG TRUST 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 agenciesand instrumentalities, bank obligations, commercial paper and short-term corporate debt securities. All securities will mature in less than one year. -------------------------------------------------------- 10 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- Limited Maturity Bond Seeks highest current income consistent with 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. -------------------------------------------------------- Core Bond (formerly Seeks maximum total return, consistent with preservation Global Fixed of capital and prudent investment management. Income) Invests primarily in a diversified portfolio of fixed income instruments of varying maturities. The average portfolio duration of the Portfolio normally varies within a three-to six-year time frame. -------------------------------------------------------- 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. -------------------------------------------------------- Total Return Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Growth of capital and income is a secondary goal. Invests primarily in a combination of equity and fixed income securities. -------------------------------------------------------- Asset Allocation Growth Seeks to maximize total return over the long-term by allocating assets among stocks, bonds, short-term instruments and other investments. Allocates investments primarily in a neutral mix over time of 70% of its assets in stocks, 25% of its assets in bonds, and 5% of its assets in short-term and money market investments. -------------------------------------------------------- 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. -------------------------------------------------------- All Cap Seeks capital appreciation through investment in securities which the portfolio manager believes have above-average capital appreciation potential. Invests primarily in equity securities of U.S. companies of any size. -------------------------------------------------------- Growth and Income Seeks long-term capital growth and current income. Normally invests up to 75% of its assets in equity securities selected primarily for their growth potential and at least 25% of its assets in securities the portfolio manager believes have income potential. -------------------------------------------------------- Real Estate Seeks capital appreciation. Current income is a secondary objective. Invests primarily in publicly traded real estate equity securities. -------------------------------------------------------- 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. -------------------------------------------------------- 11 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- Investors Seeks long-term growth of capital. Current income is a secondary objective. Invests primarily in equity securities of U.S. companies and to a lesser degree, debt securities. -------------------------------------------------------- International Equity Seeks long-term growth of capital. (not currently available) Invests at least 65% of its net assets in equity securities of issuers located in countries outside of the United States. The Portfolio generally invests at least 75% of its total assets in common and preferred stocks, warrants and convertible securities. -------------------------------------------------------- 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." -------------------------------------------------------- Managed Global Seeks capital appreciation. Current income is only an incidental consideration. Invests primarily in common stocks traded in securities markets throughout the world. -------------------------------------------------------- Large Cap Value Seeks long-term growth of capital and income. Invests primarily in equity and equity-related securities of companies with market capitalization greater than $1 billion. -------------------------------------------------------- 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. -------------------------------------------------------- Diversified Mid-Cap Seeks long-term capital growth. Normally invests at least 65% of its total assets in common stocks of companies with medium market capitalizations. -------------------------------------------------------- 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. -------------------------------------------------------- Capital Growth Seeks long-term total return. Invests primarily in common stocks of companies where the potential for change (earnings acceleration) is significant. -------------------------------------------------------- Capital Appreciation Seeks long-term capital growth. Invests primarily in equity securities believed by the portfolio manager to be undervalued. -------------------------------------------------------- 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. -------------------------------------------------------- 12 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- 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. -------------------------------------------------------- Strategic Equity Seeks capital appreciation. Invests primarily in common stocks of medium- and small-sized companies. -------------------------------------------------------- Special Situations Seeks capital appreciation. Invests primarily in common stocks selected for their capital appreciation potential. The Portfolio emphasizes "special situation" companies that the portfolio manager believes have been overlooked or undervalued by other investors. -------------------------------------------------------- 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. -------------------------------------------------------- Developing World Seeks capital appreciation. Invests primarily in equity securities of companies in developing or emerging countries. -------------------------------------------------------- Internet Tollkeeper Seeks long-term growth of capital. Invests primarily in equity securities of "Internet Tollkeeper" companies, which are companies in sectors which provide access, infrastructure, content and services to Internet companies and customers, and which have developed, or are seeking to develop predictable, sustainable or recurring revenue by increasing "traffic," or customers and sales, and raising "tolls," or prices in connection with the growth of the Internet. -------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield Bond Seeks to maximize total return, consistent with preservation of capital and prudent investment management. Invests 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 the total Growth and Income return performance of the Standard & Poor's 500 Stock Index. Invests primarily in common stocks, options, futures, options on futures and swaps. -------------------------------------------------------- PILGRIM VARIABLE INSURANCE TRUST (formerly ING Variable Insurance Trust) Pilgrim Global Brand Seeks to provide investors with long-term capital Names Fund appreciation. (formerly ING Global Brand Names Fund) Invests at least 65% of its total assets in equity securities of companies that have a well recognized franchise, a global presence and derive most of their revenues from sales of consumer goods. -------------------------------------------------------- 13 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE - -------------------------------------------------------------------------------- THE PRUDENTIAL SERIES FUND Prudential Jennison Seeks long-term growth of capital. Invests primarily in companies that have shown growth in earnings and sales, high return on equity and assets or other strong financial data and are also attractively valued in the opinion of the manager. Dividend income from investments will be incidental. -------------------------------------------------------- SP Jennison Seeks long-term growth of capital. International Growth Invests primarily in equity-related securities of issuers located in at least five different foreign countries. -------------------------------------------------------- PILGRIM VARIABLE PRODUCTS TRUST Pilgrim VP MagnaCap Seeks growth of capital, with dividend income as a secondary consideration. Invests primarily in equity securities of companies meeting investment policy criteria of consistent and substantially increasing dividends, reinvested earnings, strong balance sheet and attractive price. Invests primarily in companies included in the largest 500 U.S. companies. -------------------------------------------------------- Pilgrim VP SmallCap Seeks long-term capital appreciation. Opportunities Invests primarily in the common stock of smaller, lesser-known U.S. companies that the portfolio manager believes have above average prospects for growth. -------------------------------------------------------- Pilgrim VP Growth Seeks long-term growth of capital. Opportunities Invests primarily in U.S. companies that the portfolio manager believes have above average prospects for growth. -------------------------------------------------------- PROFUNDS Seeks daily investment results that correspond to the ProFund VP Bull performance of the Standard & Poor's 500 Stock Index. Invests in securities and other financial instruments, such as futures and options on futures in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. -------------------------------------------------------- ProFund VP Small-Cap Seeks daily investment results that correspond to the performance of the Russell 2000 Index. Invests in securities and other financial instruments, such as futures and options on futures in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. -------------------------------------------------------- ProFund VP Europe 30 Seeks daily investment results that correspond to the performance of the ProFunds Europe 30 Index. Invests in securities and other financial instruments, such as futures and options on futures and American Depository Receipts in pursuit of the portfolio's objective regardless of market conditions, trends or direction and seeks to provide correlation with the benchmark on a daily basis. -------------------------------------------------------- 14 INVESTMENT MANAGEMENT FEES Directed Services, Inc. serves as the overall manager to each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment advisory and management services. The monthly fee is based on the average daily net assets of an investment portfolio, and in some cases, the combined total assets of certain grouped portfolios. Directed Services provides or procures, at its own expense, the services necessary for the operation of the portfolio, including retaining portfolio managers to manage the assets of the various portfolios. Directed Services (and not the GCG Trust) pays each portfolio manager a monthly fee for managing the assets of a portfolio, based on the annual rates of the average daily net assets of a portfolio. For a list of the portfolio managers, see the front cover of this prospectus. Directed Services does 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. Pacific Investment Management Company ("PIMCO") serves as investment advisor to each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall business management and administrative services necessary for each portfolio's operation. PIMCO provides or procures, at its own expense, the services and information necessary for the proper conduct of business and ordinary operation of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly advisory fee and a separate monthly administrative fee per year, each fee 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 Variable Insurance Trust. PIMCO does 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 expense of the independent trustees, and extraordinary expenses, such as litigation or indemnification expenses. ING Pilgrim Investments, LLC ("ING Pilgrim")also serves as the overall manager of Pilgrim Variable Insurance Trust. ING Pilgrim supervises all aspects of the Trust's operations and provides investment advisory services to the portfolios of the Trust, including engaging portfolio managers, as well as monitoring and evaluating the management of the assets of each portfolio by its portfolio manager. ING Pilgrim, as well as each portfolio manager it engages, is a wholly owned indirect subsidiary of ING Groep N.V. Except for agreements to reimburse certain expenses of the portfolio, ING Pilgrim does not bear any portfolio expenses. The Prudential Insurance Company of America ("Prudential") and its subsidiary, Prudential Investments Fund Management LLC ("PIFM") serve as the overall investment advisers to the Prudential Series Fund. Prudential and PIFM are responsible for the management of the Prudential Series Fund and provide investment advice and related services. For the Prudential Jennison Portfolio and SP Jennison International Growth Portfolio, Prudential and PIFM engage Jennison Associates LLC to serve as sub-adviser and to provide day-to-day management. Prudential and PIFM pay the sub-adviser out of the fee they receive from the Prudential Series Fund. Each portfolio pays its own administrative costs. ING Pilgrim serves as the overall manager of ING Variable Insurance Trust. ING Pilgrim supervises all aspects of the Trust's operations and provides investment advisory services to the portfolios of the Trust, including engaging portfolio managers, as well as monitoring and evaluating the management of the assets of each portfolio by its portfolio manager. ING Pilgrim is a wholly owned indirect subsidiary of ING Groep N.V. Except for agreements to reimburse certain expenses of some portfolios, ING Pilgrim does not bear any portfolio expenses. ProFunds Advisors LLC serves as the investment advisor of the ProFunds. The ProFunds pay ProFunds Advisors LLC a monthly advisory fee based on the average daily net assets of each investment portfolio. Each portfolio pays its own administrative costs. Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, five portfolios deduct a service fee, which is used to compensate service providers for administrative and contract holder services provided on behalf of the portfolios, and six portfolios deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of shares of the applicable portfolio. Based on actual portfolio experience in 2000, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this prospectus. 15 We may receive compensation from the investment advisors, administrators and distributors or directly from the portfolios in connection with administrative, distribution or other services and cost savings attributable to our services. It is anticipated that such compensation will be based on assets of the particular portfolios attributable to the Contract. The compensation paid by advisors, administrators or distributors may vary. YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. - -------------------------------------------------------------------------------- THE FIXED INTEREST ALLOCATION - -------------------------------------------------------------------------------- You may allocate premium payments and transfer your contract value to the guaranteed interest periods of our Fixed Account at any time during the accumulation period. Every time you allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years, although we may not offer all these periods in the future. You may select one or more guaranteed interest periods at any one time. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire. If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than your principal if we apply a Market Value Adjustment. Assets supporting amounts allocated to the Fixed Account are available to fund the claims of all classes of our customer, contract owners and other creditors. Interests under your Contract relating to the Fixed Account are registered under the Securities Act of 1933, but the Fixed Account is not registered under the 1940 Act. SELECTING A GUARANTEED INTEREST PERIOD You may select one or more Fixed Interest Allocations with specified guaranteed interest periods. A guaranteed interest period is the period that a rate of interest is guaranteed to be credited to your Fixed Interest Allocation. We may at any time decrease or increase the number of guaranteed interest periods offered. In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar cost averaging program. For more information on DCA Fixed Interest Allocations, see "Transfers Among Your Investments--Dollar Cost Averaging." Your contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment. Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest period you selected when we receive and accept your premium or reallocation of contract value. We will credit interest daily at a rate which yields the quoted guaranteed interest rate. GUARANTEED INTEREST RATES Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. To find out the current guaranteed interest rate for a guaranteed interest period you are interested in, please contact our Customer Service Center or your registered representative. The determination may be influenced by the interest rates on fixed income investments in which we may invest with the amounts we receive under the Contracts. We will invest these amounts primarily in investment- 16 grade fixed income securities (i.e., rated by Standard & Poor's rating system to be suitable for prudent investors) although we are not obligated to invest according to any particular strategy, except as may be required by applicable law. You will have no direct or indirect interest in these investments. We will also consider other factors in determining the guaranteed interest rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates but no Fixed Interest Allocation will ever have a guaranteed interest rate of less than 3% per year. We may from time to time at our discretion offer interest rate specials for new premiums that are higher than the current base interest rate then offered. Renewal rates for such rate specials will be based on the base interest rate and not on the special rates initially declared. TRANSFERS FROM A FIXED INTEREST ALLOCATION You may transfer your contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new guaranteed interest periods, or to any of the subaccounts of Separate Account B. We will transfer amounts from your Fixed Interest Allocations starting with the guaranteed interest period nearest its maturity date, until we have honored your transfer request. The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. If a transfer request would reduce the contract value remaining in a Fixed Interest Allocation to less than $100, we will treat such transfer request as a request to transfer the entire contract value in such Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging program, cancelling dollar cost averaging will cause a transfer of the entire contract value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such a transfer will be subject to a Market Value Adjustment. On the maturity date of a guaranteed interest period, you may transfer amounts from the applicable Fixed Interest Allocation to the subaccounts and/or to new Fixed Interest Allocations with guaranteed interest periods of any length we are offering at that time. You may not, however, transfer amounts to any Fixed Interest Allocation with a guaranteed interest period that extends beyond the annuity start date. At least 30 calendar days before a maturity date of any of your Fixed Interest Allocations, or earlier if required by state law, we will send you a notice of the guaranteed interest periods that are available. You must notify us which subaccounts or new guaranteed interest periods you have selected before the maturity date of your Fixed Interest Allocations. If we do not receive timely instructions from you, we will transfer the contract value in the maturing Fixed Interest Allocation to a new Fixed Interest Allocation with a guaranteed interest period that is the same as the expiring guaranteed interest period. If such guaranteed interest period is not available or would go beyond the annuity start date, we will transfer your contract value in the maturing Fixed Interest Allocation to the next shortest guaranteed interest period which does not go beyond the annuity start date. If no such guaranteed interest period is available, we will transfer the contract value to a subaccount specially designated by the Company for such purpose. Currently we use the Liquid Asset subaccount for such purpose. WITHDRAWALS FROM A FIXED INTEREST ALLOCATION During the accumulation phase, you may withdraw a portion of your contract value in any Fixed Interest Allocation. You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are not permitted if such Fixed Interest Allocation is currently participating in the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation may be subject to a Market Value Adjustment. Be aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax consequences. If you tell us the Fixed Interest Allocation from which your withdrawal will be made, we will assess the withdrawal against that Fixed Interest Allocation. If you do not, we will assess your withdrawal against the subaccounts in which you are invested, unless the withdrawal exceeds the contract value in the subaccounts. 17 If there is no contract value in those subaccounts, we will deduct your withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. MARKET VALUE ADJUSTMENT A Market Value Adjustment may decrease, increase or have no effect on your contract value. We will apply a Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any Fixed Interest Allocation does not end on or within 30 days of the annuity start date. We determine the Market Value Adjustment by multiplying the amount you withdraw, transfer or apply to an income plan by the following factor: N/365 ((1+I)/(1+J+.0025)) -1 Where, o "I" is the Index Rate for a Fixed Interest Allocation on the first day of the guaranteed interest period; o "J" is the Index Rate for a new Fixed Interest Allocation with a guaranteed interest period equal to the time remaining (rounded up to the next full year except in Pennsylvania) in the guaranteed interest period; and o "N" is the remaining number of days in the guaranteed interest period at the time of calculation. The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for a period equal to the applicable guaranteed interest period. The average currently is based on the period starting from the 22nd day of the calendar month two months prior to the month of the Index Rate determination and ending the 21st day of the calendar month immediately before the month of determination. We currently calculate the Index Rate once each calendar month but have the right to calculate it more frequently. The Index Rate will always be based on a period of at least 28 days. If the Ask Yields are no longer available, we will determine the Index Rate by using a suitable and approved, if required, replacement method. A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising, you bear the risk that any Market Value Adjustment will likely be negative and reduce your contract value. On the other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that increases your contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If a negative Market Value Adjustment exceeds your contract value in the Fixed Interest Allocation, we will consider your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation. Several examples which illustrate how the Market Value Adjustment works are included in Appendix B. 18 - -------------------------------------------------------------------------------- THE ANNUITY CONTRACT - -------------------------------------------------------------------------------- The Contract described in this prospectus is a deferred combination variable and fixed 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, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust and the ProFunds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. 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. The death benefit becomes payable when you die. 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. If the contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated as the contract owner for determining the death benefit. If a beneficial owner is changed or added after the contract date, this will be treated as a change of contract owner for determining the death benefit. 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 and the death benefit is paid upon the death of the first of the joint owners to die. If any owner's age is 86 or greater, the death benefit guarantee will be lost. Unless otherwise specified, the term "age" when used for joint owners shall mean the age of the oldest owner. 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). 19 If there is no contingent annuitant when the annuitant dies before the annuity start date, the contract owner will become the annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. 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 if the contract owner is other than an individual) 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. If the new owner's age is greater than 85, the death benefit will be the cash surrender value. The new owner's death will determine when a death benefit is payable. PURCHASE AND AVAILABILITY OF THE CONTRACT The Contract is available only in connection with a non-discretionary asset-based fee brokerage account. 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 ($50 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 also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. Any initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval. IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other benefits including death benefits and the ability to receive a lifetime income. See "Fees and Expenses" in this prospectus. CREDITING OF PREMIUM PAYMENTS We will process 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 processed within 1 business day if we receive all information necessary. 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 your initial premium payment for up to 5 business 20 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. We will allocate your initial payment according to the instructions you specified. For initial premium payments, the payment will be credited at the accumulation unit value next determined after we receive your premium payment and the completed application. Once the completed application is received, we will allocate the payment to the subaccounts and/or Fixed Interest Allocation specified by you within 2 business days. We will make inquiry to discover any missing information related to subsequent payments. We will allocate the subsequent payment(s) pro rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed allocation(s) will not be considered in the pro rata calculations. If a subaccount is no longer available or requested in error, we will allocate the subsequent payment(s) proportionally among the other subaccount(s) in your current allocation or your allocation instructions. For any subsequent premium payments, the payment will be credited at the accumulation unit value next determined after receipt of your premium payment and instructions. 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 in Separate Account B 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 5 days of the premium payment. If we do not receive the application or form within 5 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, or your representative, 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. We may require additional information before complying with your request (e.g., signature guarantee). In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the Fixed Account 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. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period. ADMINISTRATIVE PROCEDURES We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject to our administrative procedures, which vary depending on the type of service requested and may include proper completion of certain forms, providing appropriate identifying information, and/or other 21 administrative requirements. We will process your request at the accumulation value next determined only after you have met all administrative requirements. CONTRACT VALUE We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of (a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you are invested. CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your Fixed Interest Allocation is the sum of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest Allocation (including any Market Value Adjustment applied to such withdrawal), contract fees, and premium taxes. 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 and/or a Fixed Interest Allocation 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 not allocated to a Fixed Interest Allocation may 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). (4) We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount. (5) We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) 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 and interest credited to Fixed Interest Allocations and any Market Value Adjustment. 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 adjust for any Market Value Adjustment, then we deduct 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 all paperwork required in order for us to process your surrender. 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. Surrendering the Contract may have tax consequences. See "Federal Tax Considerations." 22 Consult your tax adviser 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. THE SUBACCOUNTS Each of the 38 subaccounts of Separate Account B offered under this prospectus invests in an investment portfolio with its own distinct investment objectives and policies. Each subaccount of Separate Account B invests in a corresponding portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds. 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 SEC (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. If you have elected the dollar cost averaging, systematic withdrawals, or automatic rebalancing programs or if you have other outstanding instructions, and we substitute or otherwise eliminate a portfolio which is subject to those instructions, we will execute your instructions using the substituted or proposed replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have higher fees and charges than any portfolio it replaces. We also reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate 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 Separate Account B; and (v) combine Separate Account B with other accounts. We will, of course, provide you with written notice before any of these changes are effected. THE FIXED ACCOUNT The Fixed Account is a segregated asset account which contains the assets that support a contract owner's Fixed Interest Allocations. See "The Fixed Interest Allocations" for more information. 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," "Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in this prospectus for information on other important provisions in your Contract. 23 - -------------------------------------------------------------------------------- WITHDRAWALS - -------------------------------------------------------------------------------- Any time during the accumulation phase and before the death of the owner, 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. You need to submit to us a written request specifying the Fixed Interest Allocations or 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. If there is not enough contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. 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 affect the withdrawal amount you receive. CONSULT YOUR TAX ADVISER 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. 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 $100. We will apply a Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken more than 30 days before its maturity date. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawal payments (1) from the contract value in the subaccounts in which you are invested, or (2) from the interest earned in your Fixed Interest Allocations. Systematic withdrawals may be taken monthly, quarterly or annually. You decide when you would like systematic payments to start as long as it is at least 28 days after your contract date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than the 28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after the 28th day of the month, your systematic withdrawal will be made on the 28th day of each month. Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount based on a percentage of your contract value. Both forms of systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date: MAXIMUM PERCENTAGE FREQUENCY OF CONTRACT VALUE Monthly 1.25% Quarterly 3.75% Annually 15.00% If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable maximum percentage of your contract value on any withdrawal date, we will automatically reduce 24 the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage, consider the Fixed Dollar Systematic Withdrawal Feature which you may add to your regular fixed dollar systematic withdrawal program. If your withdrawal is based on a percentage of your contract value and the amount to be systematically withdrawn based on that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically cancel your systematic withdrawal option. Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month, quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging program at the same time. 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. If you submit a subsequent premium payment after you have applied for systematic withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically request that we do so. The systematic withdrawal option may 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 the systematic withdrawal option if you are taking IRA withdrawals. FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount regardless of any Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the amount of the fixed systematic withdrawals, which may total up to a maximum of 15% of your contract value as determined on the day we receive your election of this feature. The maximum limit will not be recalculated when you make additional premium payments, unless you instruct us to do so. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed. Flat dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum. Such withdrawals are subject to Market Value Adjustments when they exceed the applicable maximum percentage. 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. 25 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. Or, we will accept your written instructions regarding the calculated amount required to be withdrawn from your Contract each year. 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. An IRA withdrawal in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment. - -------------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested and your Fixed Interest Allocations 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 judgement or in accordance with applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging program. 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 or a Fixed Interest Allocation. 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. Separate Account B and the Company will not be liable for following instructions communicated by telephone or other approved electronic means that we reasonably believe to be genuine. We may require personal identifying information to process a request for transfer made over the telephone, internet or other approved electronic means. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a 1-year guaranteed interest period. These subaccounts or Fixed Interest Allocations 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 26 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 $100. If your source account is the Limited Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. You may change the transfer amount once each contract year. Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. 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. A Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time. We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. AUTOMATIC REBALANCING If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to have your investments in the subaccounts automatically rebalanced. We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed Account. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken pro rata. Automatic rebalancing is not available if you participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period. To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the program on the last business day of the period in which we receive the notice. You may cancel the program at any time. The program will automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro rata basis. Additional premium payments and partial withdrawals effected on a pro rata basis will not cause the automatic rebalancing program to terminate. - -------------------------------------------------------------------------------- DEATH BENEFIT - -------------------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE During the accumulation phase, a death benefit is payable when either the annuitant (when contract owner is not an individual), the contract owner or the first of joint owners dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit value is calculated at the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, 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 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 benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For 27 information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." The Death Benefit under the Contract is the greatest of (i) your contract value prior to death; (ii) total premium payments reduced by a pro rata adjustment for any withdrawal; and (iii) the cash surrender value. DEATH BENEFIT DURING THE INCOME PHASE If any 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. CONTINUATION AFTER DEATH-SPOUSE If at the contract owner's death, the surviving spouse of the deceased contract owner is the beneficiary and such surviving spouse elects to continue the contract as his or her own the following will apply: If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the variable subaccounts in proportion to the contract value in the subaccounts. If there is no contract value in any subaccount, the addition will be allocated to the Liquid Asset subaccount, or its successor. The death benefit will continue to apply, with all age criteria using the surviving spouse's age as the determining age. This addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the contract holder elects to continue the contract as his or her own. CONTINUATION AFTER DEATH-NON SPOUSE If the beneficiary or surviving joint owner is not the spouse of the owner, the Contract may continue in force subject to the required distribution rules of the Internal Revenue Code. See next section. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under a non-qualified 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 28 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. - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- We deduct the Contract 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, including compensation and expenses paid in connection with sales of the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. The amount of a Contract charge will not always correspond to the actual costs associated with the charge. 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: NO SURRENDER CHARGE. We do not deduct any surrender charges for withdrawals. PREMIUM TAXES. We may make a charge for state and local premium taxes depending your state of residence. The tax can range from 0% to 3.5% of the premium payment. We have the right to change this amount to conform with changes in the law or if you change your 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 when you surrender the Contract 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 for each transfer after the twelfth transfer in a contract year. If such a charge is assessed, we would deduct the charge from the subaccounts and the Fixed Interest Allocations from which each such transfer is made in proportion to the amount being transferred from each such subaccount and Fixed Interest Allocation 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, auto rebalancing and transfers we make to and from any subaccount specially designated by the Company for such purpose. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is deducted each business day. The charge, on an annual basis, is equal to 0.35% of the assets you have in each subaccount. The 29 charge is deducted on each business day at the rate of .000961% for each day since the previous business day. ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based administrative charge, on an annual basis, is equal to 0.15% of the assets you have in each subaccount. The charge is deducted on each business day at the rate of .000411% for each day since the previous business day. This charge is deducted daily from your assets in each subaccount. TRUST EXPENSES Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, five portfolios deduct a service fee, which is used to compensate service providers for administrative and contract holder services provided on behalf of the portfolios, and six portfolios deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of shares of the applicable portfolio. Based on actual portfolio experience in 2000, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this prospectus. Additionally, we may receive compensation from the investment advisers, administrators, distributors of the portfolios in connection with administrative, distribution, or other services and cost savings experienced by the investment advisers, administrators or distributors. It is anticipated that such compensation will be based on assets of the particular portfolios attributable to the Contract. Some advisers, administrators or distributors may pay us more than others. - -------------------------------------------------------------------------------- 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 you chose. 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, adjusted for any applicable Market Value Adjustment, 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 and interest credited to the Fixed Interest Allocations. 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, 30 where appropriate) under applicable law, the total contract value applied to purchase a Fixed Interest Allocation, 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 annuity start date, which is the date on which the annuity payments commence. The annuity start date must be at least 5 years from the contract date but before the month immediately following the annuitant's 90th birthday, or 10 years from the contract date, if later. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday, or 10 years from the contract date, if later. 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. For more information, 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 reach age 70 1/2 (or, in some cases, retire). Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing. 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. Under this option, we make payments for the life of the annuitant in equal monthly installments and guarantee the income 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, we will continue payments 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 31 living. There is no minimum number of payments. Monthly payment amounts are available if you ask for them. OPTION 4. ANNUITY PLAN. Under this option, your contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable. If variable and subject to the Investment Company Act of 1940, it will comply with the requirements of such Act. 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 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 your 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. - -------------------------------------------------------------------------------- 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. You have 30 days to notify our Customer Service Center of any errors or discrepancies contained in the report or in any confirmation notices. We will also send you copies of any shareholder reports of the investment portfolios in which Separate 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 SEC so that the sale of securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably determine the value of Separate Account B's net assets; or (4) during any other period when the SEC so permits for the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months. IN CASE OF ERRORS IN YOUR APPLICATION If an age or gender 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 gender. 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 should consult a tax adviser for tax advice. You must give us satisfactory written notice at 32 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 under applicable federal tax law. You will be given advance notice of such changes. 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. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the fixed account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Asset subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your Contract is void as of the day we receive your Contract and cancellation request. We determine your contract value at the close of business on the day we receive your written request. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation 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 the principal underwriter and distributor of the Contract as well as for other contracts issued through Separate Account B and other separate accounts of Golden American. The principal address of Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. Directed Services is a corporation organized under the laws of New York and is a wholly owned subsidiary of Equitable of Iowa. Directed Services is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with securities commissions in the states in which it operates, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). Directed Services has the authority to enter into selling agreements with other firms. Certain sales agreements may provide for payment of a quarterly trail commission based on a percentage of contract value at the end of each quarter. Directed Services has entered into selling agreements with broker-dealers to sell the Contracts through registered representatives. Those representatives are registered with the NASD, and if applicable, also with the states in which they do business. They also are licensed as insurance agents in the states in which they do business. Directed Services receives no commissions for the sale of the Contracts but may receive a quarterly trail commission for some Contracts. When such trail commissions are received, Directed Services passes through the entire amount of the commission to the broker-dealer whose registered representative sold the Contract. 33 - -------------------------------------------------------------------------------- UNDERWRITER COMPENSATION - -------------------------------------------------------------------------------- NAME OF PRINCIPAL AMOUNT OF COMMISSION OTHER UNDERWRITER TO BE PAID COMPENSATION Directed Services, Inc. None Reimbursement of any covered expenses incurred by registered representatives in connection with the distribution of the Contracts. - -------------------------------------------------------------------------------- We may make additional cash payments to broker-dealers for marketing and educational expenses and for the reimbursement of certain expenses incurred by registered representatives in connection with the distribution of the Contracts. - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- VOTING RIGHTS We will vote the shares of a Trust owned by Separate 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 Separate Account B which are not attributable to contract owners in the same proportion. 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 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 named or otherwise involved in lawsuits, including class action lawsuits and arbitrations. In some class action and other actions involving insurers, substantial damages have been sought and/or material settlement or award 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 Separate Account B. 34 LEGAL MATTERS The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire, Executive Vice President, General Counsel and Assistant 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 and Separate Account B appearing in this prospectus or 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 in this prospectus or 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. - -------------------------------------------------------------------------------- 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 whose 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 non-qualified Contracts to be treated as annuity contracts for federal income tax purposes. It is intended that Separate Account B, through the subaccounts, will satisfy these diversification requirements. INVESTOR CONTROL. 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 35 Separate 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 Separate 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. See "Death Benefit Choices" for additional information on required distributions from non-qualified contracts. 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 you paid for the contract less any nontaxable withdrawals)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 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. 36 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, or payee other than an owner, 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,designation 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 one 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 (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. 37 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. 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 IRA 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 any IRA. A 10% penalty may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which a conversion was made. 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. 38 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). You should consult a tax adviser with respect to legislative developments and their effect on the Contract. 39 - -------------------------------------------------------------------------------- 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 Partial Withdrawal Option...................................... 6 Other Information.................................................. 6 Financial Statements of Separate Account B......................... 6 - -------------------------------------------------------------------------------- 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 ACCESS ONE 05/01/01 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 89 88 This page intentionally left blank. - -------------------------------------------------------------------------------- APPENDIX A - -------------------------------------------------------------------------------- CONDENSED FINANCIAL INFORMATION--PRE-2000 AND YR-2000 Except for the Internet Tollkeeper, the Pilgrim VP MagnaCap, the Pilgrim VP SmallCap Opportunities, Pilgrim VP Growth Opportunities, the ProFund VP Bull, the ProFund VP Small-Cap, and the ProFund VP Europe 30 subaccounts which did not commence operations as of December 31, 2000, 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. LIQUID ASSET - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $17.22 -- -- 9/18/00 16.94 -- -- - ------------------------------------------------------------------ LIMITED MATURITY BOND - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.77 1,095 $22 9/18/00 19.20 -- -- - ------------------------------------------------------------------ CORE BOND (FORMERLY GLOBAL FIXED INCOME) - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $12.42 -- -- 9/18/00 11.65 -- -- - ------------------------------------------------------------------ TOTAL RETURN - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $21.95 -- -- 9/18/00 20.55 -- -- - ------------------------------------------------------------------ A1 EQUITY INCOME - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $26.61 833 $22 9/18/00 24.14 -- -- - ------------------------------------------------------------------ ALL CAP - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $11.69 -- -- 9/18/00 11.60 -- -- - ------------------------------------------------------------------ REAL ESTATE - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $29.64 -- -- 9/18/00 27.65 -- -- - ------------------------------------------------------------------ VALUE EQUITY - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $20.52 -- -- 9/18/00 19.75 -- -- - ------------------------------------------------------------------ A2 INVESTORS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $11.36 -- -- 9/18/00 11.11 -- -- - ------------------------------------------------------------------ RISING DIVIDENDS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $26.59 -- -- 9/18/00 27.08 -- -- - ------------------------------------------------------------------ MANAGED GLOBAL - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $21.72 953 $21 9/18/00 23.85 -- -- - ------------------------------------------------------------------ LARGE CAP VALUE - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $10.63 -- -- 9/18/00 10.77 -- -- - ------------------------------------------------------------------ A3 HARD ASSETS - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $18.16 -- -- 9/18/00 18.93 -- -- - ------------------------------------------------------------------ RESEARCH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $27.92 -- -- 9/18/00 31.83 -- -- - ------------------------------------------------------------------ CAPITAL GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $17.97 -- -- 9/18/00 20.39 -- -- - ------------------------------------------------------------------ CAPITAL APPRECIATION - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $27.19 -- -- 9/18/00 30.92 -- -- - ------------------------------------------------------------------ A4 SMALL CAP - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.25 1,040 $20 9/18/00 24.08 -- -- - ------------------------------------------------------------------ MID-CAP GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $44.75 -- -- 9/18/00 49.80 -- -- - ------------------------------------------------------------------ STRATEGIC EQUITY - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $19.82 -- -- 9/18/00 25.04 -- -- - ------------------------------------------------------------------ GROWTH - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $22.98 808 $19 9/18/00 29.10 -- -- - ------------------------------------------------------------------ A5 DEVELOPING WORLD - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $7.78 -- -- 9/18/00 9.28 -- -- - ------------------------------------------------------------------ PIMCO HIGH YIELD BOND - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $10.25 -- -- 9/18/00 10.55 -- -- - ------------------------------------------------------------------ PIMCO STOCKSPLUS GROWTH AND INCOME - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $12.01 -- -- 9/18/00 13.18 -- -- - ------------------------------------------------------------------ PILGRIM GLOBAL BRAND NAMES (FORMERLY, ING GLOBAL BRAND NAMES) - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $8.81 -- -- 9/18/00 9.36 -- -- - ------------------------------------------------------------------ A6 PRUDENTIAL JENNISON - ------------------------------------------------------------------ STANDARD DEATH BENEFIT - ------------------------------------------------------------------ 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) - ------------------------------------------------------------------ 2000 $7.89 -- -- 9/18/00 9.64 -- -- - ------------------------------------------------------------------ A7 APPENDIX B MARKET VALUE ADJUSTMENT EXAMPLES EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into the guaranteed interest period; that the then Index Rate for a 7 year guaranteed interest period ("J") is 8%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. CALCULATE THE MARKET VALUE ADJUSTMENT 1. The contract value of the Fixed Interest Allocation on the date of 3 surrender is $124,230 ($100,000 x 1.075 ) 2. N = 2,555 ( 365 x 7 ) 2,555/365 3. Market Value Adjustment = $124,230 x [(1.07/1.0825) -1] = $9,700 Therefore, the amount paid to you on full surrender is $114,530 ($124,230 - $9,700 ). EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into the guaranteed interest period; that the then Index Rate for a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. CALCULATE THE MARKET VALUE ADJUSTMENT 1. The contract value of the Fixed Interest Allocation on the date of 3 surrender is $124,230 ($100,000 x 1.075 ) 2. N = 2,555 ( 365 x 7 ) 2,555/365 3. Market Value Adjustment = $124,230 x [(1.07/1.0625) -1] = $6,270 Therefore, the amount paid to you on full surrender is $130,500 ($124,230 + $6,270 ). EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3 years into the guaranteed interest period; that the then Index Rate ("J") for a 7 year guaranteed interest period is 8%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. B1 First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested. 1. The contract value of the Fixed Interest Allocation on the date of 3 withdrawal is $248,459 ( $200,000 x 1.075 ) 2. N = 2,555 ( 365 x 7 ) 3. Amount that must be withdrawn = 2,555/365 [ $114,530 / (1.07/1.0825) ] = $124,230 Then calculate the Market Value Adjustment on that amount. 2,555/365 4. Market Value Adjustment = $124,230 x [(1.07/1.0825) -1] = $9,700 Therefore, the amount of the withdrawal paid to you is $114,530, as requested. The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $114,530, and also reduced by the Market Value Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of $124,230. EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into the guaranteed interest period; that the then Index Rate ("J") for a 7 year guaranteed interest period is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made. First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested. 1. The contract value of Fixed Interest Allocation on the date of surrender is 3 $248,459 ( $200,000 x 1.075 ) 2. N = 2,555 ( 365 x 7 ) 3. Amount that must be withdrawn = 2,555/365 [ $130,500 /(1.07/1.0625) ] = $124,230 Then calculate the Market Value Adjustment on that amount. 2,555/365 4. Market Value Adjustment = $124,230 x [(1.07/1.0625) -1 ] = $6,270 Therefore, the amount of the withdrawal paid to you is $130,500, as requested. The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $130,500, but increased by the Market Value Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of $124,230. B2 This page intentionally left blank. PART B STATEMENT OF ADDITIONAL INFORMATION ACCESSONE SAI Statement of Additional Information GOLDENSELECT ACCESS ONE DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT ISSUED BY SEPARATE 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, 2001 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 9 Other Information 10 Financial Statements of Separate Account B 10 i INTRODUCTION This Statement of Additional Information provides background information regarding Separate 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 approximately $605 billion in assets as of December 31, 2000. As of December 31, 2000, Golden American had approximately $617.1 million in stockholder's equity and approximately $11.9 billion in total assets, including approximately $9.8 billion of separate account assets. Golden American is authorized to do business in all jurisdictions except New York. Golden American offers variable insurance products. 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 Separate 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 $930,000 and $1,109,000 pursuant to the service agreement in 2000 and 1999, respectively. INDEPENDENT AUDITORS Ernst & Young LLP, independent auditors, performs annual audits of Golden American and Separate 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, 1998 and December 31, 1999. For the year ended December 31, 2000 only a single broker/dealer institution sold more than 10% of Golden American's variable insurance products. For the years ended 2000, 1999 and 1998 commissions paid by Golden American, including amounts paid by its subsidiary, First Golden American Life Insurance Company of 1 New York, to Directed Services, Inc. aggregated $208,883,000, $181,536,000 and $117,470,000, respectively. All commissions received by the distributor were passed through to the broker-dealers who sold the contracts. 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 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 $21,296,000, $10,136,000 and $4,771,000 for the years ended 2000, 1999 and 1998, respectively. PERFORMANCE INFORMATION Performance information for the subaccounts of Separate 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 standards 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, four death benefit options are available. The following performance values reflect the election at issue of the 7% Solution Enhanced Death Benefit, thus providing values reflecting the highest aggregate contract charges. In addition, the performance values reflect the selection of the most costly optional benefit rider. If one of the other death benefit options had been elected, or if another optional benefit rider or no rider 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 which includes deductions for the mortality and expense risk charge and the administrative charge 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, 2000 to December 31, 2000 were 5.67% and 5.83% 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 x [((a - b)/(c x d) + 1)^6 - 1] 2 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 Separate 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: 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, the mortality and expense risk charges and maximum optional benefit rider charge. 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. Except for the GCG Trust International Equity, GCG Trust Internet Tollkeeper, SP Jennison International Equity, Pilgrim VP MagnaCap, Pilgrim VP SmallCap Opportunities, Pilgrim VP Growth Opportunities, Profund VP Bull, Profund VP Small-Cap subaccounts which had not commenced operations as of December 31, 2000, Average Annual Total Return for the Subaccounts presented on a standardized basis, which includes deductions for the maximum mortality and expense risk charge for the death benefit of 0.35%, administrative charges of 0.15%, the earnings multiplier benefit rider charge annualized at 0.30%, for the year ending December 31, 2000 were as follows: 3
Average Annual Total Return for Periods Ending 12/31/00 - Standardized with Rider Charge - ---------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE THE GCG TRUST Liquid Asset 5.52% 4.66% 4.13% 4.66% 1/25/89 Limited Maturity Bond 7.19% 4.79% 5.36% 5.88% 1/25/89 Core Bond 0.45% 1.24% n/a 3.54% 10/7/94 Fully Managed 21.36% 12.57% 11.27% 9.33% 1/25/89 Total Return 15.92% 12.49% n/a 13.45% 10/7/94 Asset Allocation Growth n/a n/a n/a 16.91% 10/02/00 Equity Income 12.37% 8.62% 8.94% 8.55% 1/25/89 All Cap n/a n/a n/a 16.91% 2/1/00 Growth and Income n/a n/a n/a -0.03% 10/02/00 Real Estate 30.34% 12.06% 14.36% 9.53% 1/25/89 Value Equity 8.23% 8.80% n/a 12.73% 1/1/95 Investors n/a n/a n/a 13.55% 2/1/00 Rising Dividends -2.60% 14.61% n/a 14.47% 10/4/93 Managed Global -14.98% 17.26% n/a 9.93% 10/21/92 Large Cap Value n/a n/a n/a 6.33% 2/1/00 Hard Assets -5.21% 2.69% 5.99% 5.13% 1/25/89 Diversified Mid-Cap n/a n/a n/a -0.69% 10/02/00 Research -5.01% 16.09% n/a 17.91% 10/7/94 Capital Growth -17.53% n/a n/a 13.13% 4/1/96 Capital Appreciation -15.65% 12.48% n/a 12.25% 5/4/92 Small Cap -18.65% n/a n/a 14.01% 1/2/96 Mid-Cap Growth 7.64% 27.35% n/a 27.19% 10/7/94 Strategic Equity -12.89% 14.62% n/a 13.94% 10/2/95 Special Situations n/a n/a n/a -10.64% 10/02/00 Growth -22.37% n/a n/a 19.16% 4/1/96 Developing World -34.12% n/a n/a -8.39% 2/18/98 THE PIMCO TRUST High Yield Bond -1.35%* n/a n/a 0.95%* 5/1/98 StocksPLUS Growth and Income -9.94%* n/a n/a 7.10%* 5/1/98 PILGRIM VARIABLE INSURANCE TRUST Pilgrim ING Global Brand Names n/a n/a n/a -11.93% 5/1/00 THE PRUDENTIAL SERIES FUND, INC. Prudential Jennison n/a n/a n/a -21.06%* 5/1/00
* Total return calculation reflects certain waivers of portfolio fees and expenses. 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 4 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 for the Max 7 Enhanced Death Benefit, the administrative charges and the optional benefit rider charge but not the deduction of the annual contract fee. Except for the GCG Trust International Equity, GCG Trust Internet Tollkeeper, Pilgrim VP MagnaCap, Pilgrim VP SmallCap Opportunities, Pilgrim VP Growth Opportunities, Profund VP Bull, Profund VP Small-Cap subaccounts counts which had not commenced operations as of December 31, 2000, Average Annual Total Return for the Subaccounts presented on a non-standardized basis, which includes deductions for the maximum mortality and expense risk charge for the death benefit of 0.35%, administrative charges of 0.15%, the earnings multiplier benefit rider charge annualized at 0.30%, for the year ending December 31, 2000 were as follows:
Average Annual Total Return for Periods Ending 12/31/00 - Non-Standardized with Rider Charge - -------------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE THE GCG TRUST Liquid Asset 5.52% 4.66% 4.13% 4.66% 1/25/89 Limited Maturity Bond 7.19% 4.79% 5.36% 5.88% 1/25/89 Core Bond 0.45% 1.24% n/a 3.54% 10/7/94 Fully Managed 21.36% 12.57% 11.27% 9.33% 1/25/89 Total Return 15.92% 12.49% n/a 13.45% 10/7/94 Asset Allocation Growth n/a n/a n/a -5.73% 10/02/00 Equity Income 12.37% 8.62% 8.94% 8.55% 1/25/89 All Cap n/a n/a n/a 16.91% 2/1/00 Growth and Income n/a n/a n/a -0.03% 10/02/00 Real Estate 30.34% 12.06% 14.36% 9.53% 1/25/89 Value Equity 8.23% 8.80% n/a 12.73% 1/1/95 Investors n/a n/a n/a 13.55% 2/1/00 Rising Dividends -2.60% 14.61% n/a 14.47% 10/4/93 Managed Global -14.98% 17.26% n/a 9.93% 10/21/92 Large Cap Value n/a n/a n/a 6.33% 2/1/00 Hard Assets -5.21% 2.69% 5.99% 5.13% 1/25/89 Diversified Mid-Cap n/a n/a n/a -0.69% 10/02/00 Research -5.01% 16.09% n/a 17.91% 10/7/94 Capital Growth -17.53% n/a n/a 13.13% 4/1/96 Capital Appreciation -15.65% 12.48% n/a 12.25% 5/4/92 Small Cap -18.65% n/a n/a 14.01% 1/2/96 Mid-Cap Growth 7.64% 27.35% n/a 27.19% 10/7/94 Strategic Equity -12.89% 14.62% n/a 13.94% 10/2/95 Special Situations n/a n/a n/a -10.64% 10/02/00 Growth -22.37% n/a n/a 19.16% 4/1/96 Developing World -34.12% n/a n/a -8.39% 2/18/98 THE PIMCO TRUST High Yield Bond -1.35%* n/a n/a 0.95%* 5/1/98 StocksPLUS Growth and Income -9.94%* n/a n/a 7.10%* 5/1/98 PILGRIM VARIABLE INSURANCE TRUST Pilgrim ING Global Brand Names n/a n/a n/a -11.93%* 5/1/00 THE PRUDENTIAL SERIES FUND, INC. Prudential Jennison n/a n/a n/a -21.06% 5/1/00
* Total return calculation reflects certain waivers of portfolio fees and expenses. 5 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 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 Separate 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). Note that the examples below are calculated for a Contract issued with the Max 7 Enhanced Death Benefit Option, the death benefit option with the highest mortality and expense risk charge. The mortality and expense risk charge associated with the 7% Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit Option and the Standard Death Benefit are lower than that used in the examples and would result in higher AUV's or contract values. 6 ILLUSTRATION OF CALCULATION OF AUV EXAMPLE 1. 1. AUV, beginning of period $ 10.00 2. Value of securities, beginning of period $ 10.00 3. Change in value of securities $ 0.10 4. Gross investment return (3) divided by (2) 0.01 5. Less daily mortality and expense charge 0.00004280 6. Less asset based administrative charge 0.00000411 7. Net investment return (4) minus (5) minus (6) 0.009953092 8. Net investment factor (1.000000) plus (7) 1.009953092 9. AUV, end of period (1) multiplied by (8) $ 10.09953092 ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX) EXAMPLE 2. 1. Initial premium payment $ 1,000 2. AUV on effective date of purchase (see Example 1) $ 10.00 3. Number of units purchased (1) divided by (2) 100 4. AUV for valuation date following purchase (see Example 1) $ 10.09953092 5. Contract Value in account for valuation date following purchase (3) multiplied by (4) $ 1,009.95 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 notwithdrawn, 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. 7 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 Net Assets as of December 31, 2000 Statements of Operations for the year ended December 31, 2000 Statements of Changes in Net Assets for the years ended December 31, 2000 and 1999 Notes to Financial Statements 8 FINANCIAL STATEMENTS GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B Year ended December 31, 2000 with Report of Independent Auditors GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2000 CONTENTS Report of Independent Auditors.................................................1 Audited Financial Statements Statement of Net Assets........................................................2 Statements of Operations.......................................................4 Statements of Changes in Net Assets...........................................12 Notes to Financial Statements.................................................20 Report of Independent Auditors The Board of Directors and Participants Golden American Life Insurance Company We have audited the accompanying statement of net assets of Golden American Life Insurance Company Separate Account B (comprised of the Liquid Asset, Limited Maturity Bond, Large Cap, Hard Assets, All-Growth, All Cap, Real Estate, Fully Managed, Equity Income, Capital Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth, Capital Growth, Research, Total Return, Growth, Global Fixed Income, Developing World, Growth Opportunities, Asset Allocation Growth, Diversified Mid Cap, Investors, Growth and Income, Special Situation, ING Global Brand Names, PIMCO High Yield Bond, PIMCO StocksPLUS Growth and Income, Prudential Jennison, SP Jennison International Growth, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value, Smith Barney International Equity, Smith Barney Money Market, International Equity, Asset Allocation, Equity, Growth & Income, High Quality Bond, and Small Company Growth Divisions) as of December 31, 2000 and the related statements of operations and changes in net assets for the periods disclosed in the financial statements. 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 auditing standards generally accepted in the United States. 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, 2000, by correspondence with the mutual funds' transfer agents. 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, 2000 and the results of its operations and changes in its net assets for the periods described above, in conformity with accounting principles generally accepted in the United States. s/ Ernst & Young LLP Atlanta, Georgia February 19, 2001 1
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF NET ASSETS DECEMBER 31, 2000 (Dollars in thousands) COMBINED --------------- ASSETS Investments at net asset value: The GCG Trust: Liquid Asset Series, 679,666,317 shares (cost - $679,666) $679,666 Limited Maturity Bond Series, 19,084,290 shares (cost - $205,175) 200,958 Large Cap Value Series, 9,314,285 shares (cost $99,244) 98,545 Hard Assets Series, 3,726,113 shares (cost - $41,149) 41,509 All Cap Series, 9,160,079 shares (cost - $106,227) 104,883 Real Estate Series, 6,594,529 shares (cost - $95,407) 100,303 Fully Managed Series, 20,797,318 shares (cost - $328,147) 345,651 Equity Income Series, 25,003,760 shares (cost - $303,717) 291,793 Capital Appreciation Series, 29,267,229 shares (cost - $543,364) 477,934 Rising Dividends Series, 36,563,443 shares (cost - $800,261) 860,338 Emerging Markets Series, 2,463,146 shares (cost - $21,164) 19,953 Market Manager Series, 369,777 shares (cost - $4,962) 6,619 Value Equity Series, 10,880,300 shares (cost - $173,032) 180,722 Strategic Equity Series, 21,515,205 shares (cost - $449,691) 359,734 Small Cap Series, 39,448,306 shares (cost - $683,620) 422,097 Managed Global Series, 19,318,619 shares (cost - $293,245) 228,347 Mid-Cap Growth Series, 62,027,934 shares (cost - $1,613,463) 1,158,061 Capital Growth Series, 31,353,137 shares (cost - $512,403) 463,399 Research Series, 38,211,371 shares (cost - $828,919) 800,528 Total Return Series, 35,815,792 shares (cost - $581,380) 608,868 Growth Series, 74,569,267 shares (cost - $1,944,787) 1,474,980 Global Fixed Income Series, 4,171,868 shares (cost - $41,895) 40,000 Developing World Series, 7,167,044 shares (cost - $56,718) 54,398 Asset Allocation Growth Series, 499,555 shares (cost - $4,711) 4,696 Diversified Mid Cap Series, 1,148,409 shares (cost - $11,228) 11,358 Investors Series, 1,949,173 shares (cost - $21,793) 21,558 Growth & Income Series, 1,276,476 shares (cost - $12,801) 12,726 Special Situation Series, 661,201 shares (cost - $6,245) 5,891 ING Variable Insurance Trust: ING Global Brand Names Series, 630,468 shares (cost - $5,770) 5,554 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio, 19,550,686 shares (cost - $174,443) 162,857 PIMCO StocksPLUS Growth and Income Portfolio, 23,290,726 shares (cost - $307,491) 258,484 Prudential Series Fund Inc.: Prudential Jennison Portfolio, 337,959 shares (cost - $9,923) 7,732 SP Jennison International Growth Portfolio, 320,402 shares (cost - $2,818) 2,720 Greenwich Street Series Fund Inc.: Appreciation Portfolio, 36,421 shares (cost - $769) 831 Travelers Series Fund Inc.: Smith Barney High Income Portfolio, 44,108 shares (cost - $565) 446 Smith Barney Large Cap Value Portfolio, 32,543 shares (cost - $672) 692 Smith Barney International Equity Portfolio, 26,196 shares (cost - $410) 455 Smith Barney Money Market Portfolio, 155,637 shares (cost - $156) 156 Warburg Pincus Trust: International Equity Portfolio, 18,138,783 shares (cost - $221,413) 194,618 2
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENT OF NET ASSETS DECEMBER 31, 2000 (CONTINUED) (DOLLARS IN THOUSANDS) COMBINED --------------- The Galaxy VIP Fund: Asset Allocation Portfolio, 83,544 shares (cost - $1,456) 1,387 Equity Portfolio, 54,055 shares (cost - $1,203) 1,071 Growth & Income Portfolio, 25,185 shares (cost - $277) 284 High Quality Bond Portfolio, 7,532 shares (cost - $75) 78 Small Company Growth Portfolio, 6,192 shares (cost - $83) 72 --------------- TOTAL NET ASSETS (cost - $11,191,938) $9,712,952 =============== NET ASSETS For variable annuity insurance contracts $9,712,274 Retained in Separate Account B by Golden American Life Insurance Company 678 --------------- TOTAL NET ASSETS $9,712,952 ===============
3
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (Dollars in thousands) LIMITED LIQUID MATURITY LARGE CAP HARD ALL- ASSET BOND VALUE ASSETS GROWTH ALL CAP DIVISION DIVISION DIVISION (b) DIVISION DIVISION DIVISION (b) -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $31,117 $12,292 $851 $221 $71,415 $2,338 Capital gains distributions...... - - - - 252 - -------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 31,117 12,292 851 221 71,667 2,338 Expenses: Mortality and expense risk and other charges.............. 7,819 2,279 551 610 149 516 Annual administrative charges.... 214 42 4 14 5 5 Minimum death benefit guarantee charges........................ 6 1 - 1 - - Contingent deferred sales charges........................ 3,708 34 15 14 - 20 Other contract charges........... 24 8 14 3 1 11 Amortization of deferred charges related to: Deferred sales load............ 459 86 - 28 23 - Premium taxes.................. 2 - - - - - -------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 12,232 2,450 584 670 178 552 -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 18,885 9,842 267 (449) 71,489 1,786 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... - (105) 239 (889) (18,152) 242 Net unrealized appreciation (depreciation) of investments.. - (15) (699) (651) (51,150) (1,344) -------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $18,885 $9,722 $(193) $(1,989) $2,187 $684 ============================================================================================ (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 4
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) REAL FULLY EQUITY CAPITAL RISING EMERGING ESTATE MANAGED INCOME APPRECIATION DIVIDENDS MARKETS DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $4,110 $15,364 $15,316 $6,303 $4,532 $- Capital gains distributions...... - 15,744 7,209 10,783 22,363 - -------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 4,110 31,108 22,525 17,086 26,895 - Expenses: Mortality and expense risk and other charges.............. 1,018 3,984 3,561 7,009 13,009 354 Annual administrative charges.... 24 102 113 127 256 12 Minimum death benefit guarantee charges........................ - 1 4 1 1 1 Contingent deferred sales charges........................ 12 55 37 111 219 3 Other contract charges........... 4 9 13 30 32 2 Amortization of deferred charges related to: Deferred sales load............ 46 171 310 205 329 55 Premium taxes.................. - - 4 - - - -------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 1,104 4,322 4,042 7,483 13,846 427 -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 3,006 26,786 18,483 9,603 13,049 (427) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... (6,745) 11,021 (3,402) 17,565 33,219 (1,161) Net unrealized appreciation (depreciation) of investments.. 20,074 15,994 13,813 (117,226) (79,215) (9,340) -------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $16,335 $53,801 $28,894 $(90,058) $(32,947) $(10,928) ============================================================================================ (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 5
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) MARKET VALUE STRATEGIC SMALL MANAGED MID-CAP MANAGER EQUITY EQUITY CAP GLOBAL GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $97 $2,011 $- $141,802 $52,156 $403,747 Capital gains distributions...... 497 739 14,167 27,322 14,643 34,872 ---------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 594 2,750 14,167 169,124 66,799 438,619 Expenses: Mortality and expense risk and other charges.............. 1 2,362 5,333 6,763 2,946 15,568 Annual administrative charges.... - 49 73 107 55 247 Minimum death benefit guarantee charges........................ - - - 1 1 1 Contingent deferred sales charges........................ - 41 74 93 32 247 Other contract charges........... - 5 38 32 26 78 Amortization of deferred charges related to: Deferred sales load............ 25 51 41 44 185 190 Premium taxes.................. - - - - - 1 ---------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 26 2,508 5,559 7,040 3,245 16,332 ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 568 242 8,608 162,084 63,554 422,287 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... 386 (2,971) 50,573 65,908 (6,564) 186,968 Net unrealized appreciation (depreciation) of investments.. (868) 13,904 (146,317) (336,905) (91,449) (585,733) ---------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $86 $11,175 $(87,136) $(108,913) $(34,459) $23,522 ============================================================================================== (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 6
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) GLOBAL CAPITAL TOTAL FIXED DEVELOPING GROWTH RESEARCH RETURN GROWTH INCOME WORLD DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $6,399 $9,386 $26,998 $79,262 $2,164 $226 Capital gains distributions...... 9,560 78,382 17,904 27,487 - 213 --------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 15,959 87,768 44,902 106,749 2,164 439 Expenses: Mortality and expense risk and other charges.............. 7,347 12,000 7,653 25,237 406 981 Annual administrative charges.... 135 211 160 382 6 10 Minimum death benefit guarantee charges........................ - - - 1 - - Contingent deferred sales charges........................ 131 184 198 385 6 11 Other contract charges........... 26 37 13 114 - 6 Amortization of deferred charges related to: Deferred sales load............ 29 49 28 80 2 2 Premium taxes.................. - - - - - - --------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 7,668 12,481 8,052 26,199 420 1,010 --------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 8,291 75,287 36,850 80,550 1,744 (571) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... 3,118 9,952 3,673 276,219 (159) (14,693) Net unrealized appreciation (depreciation) of investments.. (108,099) (144,747) 31,039 (808,716) (1,223) (9,975) --------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $(96,690) $(59,508) $71,562 $(451,947) $362 $(25,239) ============================================================================================= (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 7
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) ASSET GROWTH ALLOCATION DIVERSIFIED GROWTH SPECIAL OPPORTUNITIES GROWTH MID CAP INVESTORS AND INCOME SITUATION DIVISION DIVISION (f) DIVISION (e) DIVISION (g) DIVISION (e) DIVISION (e) -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $340 $4 $23 $615 $10 $6 Capital gains distributions...... 36 - - - - - -------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 376 4 23 615 10 6 Expenses: Mortality and expense risk and other charges.............. 8 7 25 119 24 14 Annual administrative charges.... - - 1 2 - - Minimum death benefit guarantee charges....................... - - - - - - Contingent deferred sales charges........................ - - 1 1 - - Other contract charges........... - - - 2 - - Amortization of deferred charges related to: Deferred sales load............ - - - - - - Premium taxes.................. - - - - - - -------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 8 7 27 124 24 14 -------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 368 (3) (4) 491 (14) (8) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... (304) (8) (172) 124 (41) (5) Net unrealized appreciation (depreciation) of investments.. (460) (15) 130 (235) (75) (354) -------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $(396) $(26) $(46) $380 $(130) $(367) ============================================================================================ (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 8
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) PIMCO PIMCO ING GLOBAL HIGH STOCKSPLUS SP JENNISON BRAND YIELD GROWTH AND PRUDENTIAL INTERNATIONAL NAMES BOND INCOME JENNISON GROWTH APPRECIATION DIVISION (d) DIVISION DIVISION DIVISION (c) DIVISION (c) DIVISION ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $15 $13,212 $17,726 - - $7 Capital gains distributions...... - - 9,541 $938 - 13 ---------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 15 13,212 27,267 938 - 20 Expenses: Mortality and expense risk and other charges.............. 24 2,329 3,972 39 $7 13 Annual administrative charges.... - 40 61 - - - Minimum death benefit guarantee charges........................ - - - - - - Contingent deferred sales charges........................ - 34 59 5 - - Other contract charges........... - 7 13 - - - Amortization of deferred charges related to: Deferred sales load............ - 6 7 - - - Premium taxes.................. - - - - - - ---------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... 24 2,416 4,112 44 7 13 ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... (9) 10,796 23,155 894 (7) 7 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... (220) (7,571) 2,713 (13) 49 24 Net unrealized appreciation (depreciation) of investments.. (216) (6,847) (55,206) (2,191) (98) (57) ---------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $(445) $(3,622) $(29,338) $(1,310) $(56) $(26) ============================================================================================== (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 9 GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) SMITH SMITH SMITH SMITH BARNEY BARNEY BARNEY BARNEY HIGH LARGE CAP INTERNATIONAL MONEY INTERNATIONAL ASSET INCOME VALUE EQUITY MARKET EQUITY ALLOCATION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ $45 $8 $4 $12 $5,642 $22 Capital gains distributions...... - 15 - - 21,362 26 ---------------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 45 23 4 12 27,004 48 Expenses: Mortality and expense risk and other charges.............. - 2 8 3 3,334 12 Annual administrative charges.... - 1 - - 40 - Minimum death benefit guarantee charges........................ - - - - - - Contingent deferred sales charges........................ - - - 11 31 - Other contract charges........... - - - - 14 - Amortization of deferred charges related to: Deferred sales load............ - - - - - - Premium taxes.................. - - - - - - ---------------------------------------------------------------------------------------------- TOTAL EXPENSES.................... - 3 8 14 3,419 12 ---------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 45 20 (4) (2) 23,585 36 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... (20) (3) 15 - (25,607) 1 Net unrealized appreciation (depreciation) of investments.. (66) 57 (162) - (52,548) (70) ---------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $(41) $74 $(151) $(2) $(54,570) $(33) ============================================================================================== (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 10
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000, EXCEPT AS NOTED (continued) (Dollars in thousands) HIGH SMALL QUALITY COMPANY EQUITY GROWTH & BOND GROWTH DIVISION INCOME DIVISION DIVISION DIVISION (a) COMBINED ---------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends........................ - - $2 - $925,800 Capital gains distributions...... $85 $4 - $5 314,162 ---------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME........... 85 4 2 5 1,239,962 Expenses: Mortality and expense risk and other charges.............. 10 3 - 1 137,410 Annual administrative charges.... - - - - 2,498 Minimum death benefit guarantee charges........................ - - - - 20 Contingent deferred sales charges........................ - - - - 5,772 Other contract charges........... - - - - 562 Amortization of deferred charges related to: Deferred sales load............ - - - - 2,451 Premium taxes.................. - - - - 7 ---------------------------------------------------------------------------------- TOTAL EXPENSES.................... 10 3 - 1 148,720 ---------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS)...... 75 1 2 4 1,091,242 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments.................... - 1 - - 573,205 Net unrealized appreciation (depreciation) of investments.. (137) 5 3 (11) (2,517,401) ---------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.. $(62) $7 $5 $(7) $(852,954) ================================================================================== (a) Commencement of operations, January 3, 2000. (b) Commencement of operations, February 1,2000. (c) Commencement of operations, May 5, 2000. (d) Commencement of operations, May 8, 2000. (e) Commencement of operations, October 2, 2000. (f) Commencement of operations, October 3, 2000. (g) Commencement of operations, October 4, 2000. See accompanying notes. 11
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (Dollars in thousands) LIMITED LIQUID MATURITY LARGE CAP HARD ALL- ASSET BOND VALUE ASSETS GROWTH ALL CAP DIVISION DIVISION DIVISION(e) DIVISION DIVISION DIVISION(e) ------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 1999........... $175,759 $102,832 $- $29,703 $81,807 $- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 6,762 3,033 - (460) 26,166 - Net realized gain (loss) on investments....................... - (153) - (9,098) 12,611 - Net unrealized appreciation (depreciation) of investments..... - (3,486) - 15,365 41,917 - ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. 6,762 (606) - 5,807 80,694 - Changes from principal transactions: Purchase payments................... 466,501 67,604 - 7,898 9,526 - Contract distributions and terminations...................... (123,045) (15,384) - (5,361) (15,134) - Transfer payments from (to) Fixed Accounts and other Divisions...... (3,655) (4,046) - 881 (11,033) - Addition to assets retained in the Account by Golden American Life Insurance Company................. 4 1 - 1 3 - ------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... 339,805 48,175 - 3,419 (16,638) - ------------------------------------------------------------------------------------ Total increase (decrease)............. 346,567 47,569 - 9,226 64,056 - ------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 1999....... 522,326 150,401 - 38,929 145,863 - INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 18,885 9,842 $267 (449) 71,489 $1,786 Net realized gain (loss) on investments....................... - (105) 239 (889) (18,152) 242 Net unrealized appreciation (depreciation) of investments..... - (15) (699) (651) (51,150) (1,344) ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. 18,885 9,722 (193) (1,989) 2,187 684 Changes from principal transactions: Purchase payments................... 596,489 36,148 55,323 7,384 22 41,432 Contract distributions and terminations...................... (474,039) (10,071) (1,282) (2,536) (2,005) (1,349) Transfer payments from (to) Fixed Accounts and other Divisions...... 16,005 14,758 44,697 (279) (146,067) 64,116 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - - ------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... 138,455 40,835 98,738 4,569 (148,050) 104,199 ------------------------------------------------------------------------------------ Total increase (decrease)............. 157,340 50,557 98,545 2,580 (145,863) 104,883 ------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2000....... $679,666 $200,958 $98,545 $41,509 $- $104,883 ==================================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 12
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) REAL FULLY EQUITY CAPITAL RISING EMERGING ESTATE MANAGED INCOME APPRECIATION DIVIDENDS MARKETS DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 1999........... $68,995 $226,366 $273,910 $256,578 $500,616 $22,254 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 2,686 15,541 23,408 37,666 9,576 (115) Net realized gain (loss) on investments....................... 452 4,586 604 12,525 12,658 (839) Net unrealized appreciation (depreciation) of investments..... (6,895) (8,712) (30,854) 16,816 60,461 17,638 ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. (3,757) 11,415 (6,842) 67,007 82,695 16,684 Changes from principal transactions: Purchase payments................... 9,108 62,680 62,880 107,357 245,047 1,445 Contract distributions and terminations...................... (9,074) (30,839) (54,241) (44,732) (59,723) (3,546) Transfer payments from (to) Fixed Accounts and other Divisions...... (9,597) (2,413) (4,436) 15,746 44,445 (1,366) Addition to assets retained in the Account by Golden American Life Insurance Company................. 2 9 13 11 14 1 ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... (9,561) 29,437 4,216 78,382 229,783 (3,466) ------------------------------------------------------------------------------------------ Total increase (decrease)............. (13,318) 40,852 (2,626) 145,389 312,478 13,218 ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 1999....... 55,677 267,218 271,284 401,967 813,094 35,472 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 3,006 26,786 18,483 9,603 13,049 (427) Net realized gain (loss) on investments....................... (6,745) 11,021 (3,402) 17,565 33,219 (1,161) Net unrealized appreciation (depreciation) of investments..... 20,074 15,994 13,813 (117,226) (79,215) (9,340) ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. 16,335 53,801 28,894 (90,058) (32,947) (10,928) Changes from principal transactions: Purchase payments................... 10,381 37,354 37,977 156,864 138,073 3,076 Contract distributions and terminations...................... (4,280) (17,995) (20,552) (27,188) (49,067) (2,533) Transfer payments from (to) Fixed Accounts and other Divisions...... 22,190 5,271 (25,811) 36,346 (8,823) (5,134) Addition to assets retained in the Account by Golden American Life Insurance Company................. - 2 1 3 8 - ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... 28,291 24,632 (8,385) 166,025 80,191 (4,591) ------------------------------------------------------------------------------------------ Total increase (decrease)............. 44,626 78,433 20,509 75,967 47,244 (15,519) ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2000....... $100,303 $345,651 $291,793 $477,934 $860,338 $19,953 ========================================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 13
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) MARKET VALUE STRATEGIC SMALL MANAGED MID-CAP MANAGER EQUITY EQUITY CAP GLOBAL GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ---------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 1999........... $7,707 $126,194 $71,348 $124,245 $130,684 $116,844 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 1,043 1,468 (1,052) 6,069 22,518 40,271 Net realized gain (loss) on investments....................... 861 5,066 5,704 30,614 42,644 27,166 Net unrealized appreciation (depreciation) of investments..... (880) (9,606) 54,916 54,213 6,404 122,970 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 1,024 (3,072) 59,568 90,896 71,566 190,407 Changes from principal transactions: Purchase payments................... 77 33,542 56,281 94,650 8,846 167,461 Contract distributions and terminations...................... (1,399) (13,124) (11,518) (11,971) (21,244) (15,116) Transfer payments from (to) Fixed Accounts and other Divisions...... (325) (6,161) 21,844 26,607 (8,510) 79,613 Addition to assets retained in the Account by Golden American Life Insurance Company................. - 1 3 2 3 6 ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... (1,647) 14,258 66,610 109,288 (20,905) 231,964 ---------------------------------------------------------------------------------------- Total increase (decrease)............. (623) 11,186 126,178 200,184 50,661 422,371 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 1999....... 7,084 137,380 197,526 324,429 181,345 539,215 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 568 242 8,608 162,084 63,554 422,287 Net realized gain (loss) on investments....................... 386 (2,971) 50,573 65,908 (6,564) 186,968 Net unrealized appreciation (depreciation) of investments..... (868) 13,904 (146,317) (336,905) (91,449) (585,733) ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 86 11,175 (87,136) (108,913) (34,459) 23,522 Changes from principal transactions: Purchase payments................... 32 21,970 159,024 158,999 83,233 355,851 Contract distributions and terminations...................... (214) (7,690) (15,811) (19,691) (13,929) (51,535) Transfer payments from (to) Fixed Accounts and other Divisions...... (369) 17,887 106,131 67,271 12,151 291,004 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - 2 6 4 ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... (551) 32,167 249,344 206,581 81,461 595,324 ---------------------------------------------------------------------------------------- Total increase (decrease)............. (465) 43,342 162,208 97,668 47,002 618,846 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2000....... $6,619 $180,722 $359,734 $422,097 $228,347 $1,158,061 ======================================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 14
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS Noted (continued) (Dollars in thousands) GLOBAL CAPITAL TOTAL FIXED DEVELOPING GROWTH RESEARCH RETURN GROWTH INCOME WORLD DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ----------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 1999........... $178,950 $285,529 $227,835 $143,068 $9,528 $4,512 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 18,209 2,922 8,500 6,048 81 1,125 Net realized gain (loss) on investments....................... 3,969 2,750 531 46,796 (939) 2,134 Net unrealized appreciation (depreciation) of investments..... 50,167 99,090 (4,991) 324,922 (662) 7,506 ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 72,345 104,762 4,040 377,766 (1,520) 10,765 Changes from principal transactions: Purchase payments................... 158,765 232,103 191,000 444,759 10,947 14,639 Contract distributions and terminations...................... (16,970) (24,594) (22,055) (28,748) (1,341) (740) Transfer payments from (to) Fixed Accounts and other Divisions...... 37,151 40,954 54,551 268,657 3,644 22,497 Addition to assets retained in the Account by Golden American Life Insurance Company................. 5 6 9 8 - - ----------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... 178,951 248,469 223,505 684,676 13,250 36,396 ----------------------------------------------------------------------------------------- Total increase (decrease)............. 251,296 353,231 227,545 1,062,442 11,730 47,161 ----------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 1999....... 430,246 636,760 455,380 1,205,510 21,258 51,673 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 8,291 75,287 36,850 80,550 1,744 (571) Net realized gain (loss) on investments....................... 3,118 9,952 3,673 276,219 (159) (14,693) Net unrealized appreciation (depreciation) of investments..... (108,099) (144,747) 31,039 (808,716) (1,223) (9,975) ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. (96,690) (59,508) 71,562 (451,947) 362 (25,239) Changes from principal transactions: Purchase payments................... 119,650 184,644 92,211 640,780 10,963 36,474 Contract distributions and terminations...................... (21,267) (32,193) (25,842) (71,995) (1,185) (3,361) Transfer payments from (to) Fixed Accounts and other Divisions...... 31,458 70,825 15,551 152,627 8,600 (5,151) Addition to assets retained in the Account by Golden American Life Insurance Company................. 2 - 6 5 2 2 ----------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... 129,843 223,276 81,926 721,417 18,380 27,964 ----------------------------------------------------------------------------------------- Total increase (decrease)............. 33,153 163,768 153,488 269,470 18,742 2,725 ----------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2000....... $463,399 $800,528 $608,868 $1,474,980 $40,000 $54,398 ========================================================================================= (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 15
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) ASSET GROWTH ALLOCATION DIVERSIFIED GROWTH AND SPECIAL OPPORTUNITIES GROWTH MID CAP INVESTORS INCOME SITUATION DIVISION IVISION(i) DIVISION(h) DIVISION(j) DIVISION(h) DIVISION(h) ----------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 1999........... $4,131 $- $- $- $- $- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 193 - - - - - Net realized gain (loss) on investments....................... 732 - - - - - Net unrealized appreciation (depreciation) of investments..... 111 - - - - - ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 1,036 - - - - - Changes from principal transactions: Purchase payments................... 1,833 - - - - - Contract distributions and terminations...................... (256) - - - - - Transfer payments from (to) Fixed Accounts and other Divisions...... (81) - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - ----------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... 1,496 - - - - - ----------------------------------------------------------------------------------------- Total increase (decrease)............. 2,532 - - - - - ----------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 1999....... 6,663 - - - - - - INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 368 $(3) (4) 491 $(14) (8) Net realized gain (loss) on investments....................... (304) (8) (172) 124 (41) (5) Net unrealized appreciation (depreciation) of investments..... (460) (15) 130 (235) (75) (354) ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. (396) (26) (46) 380 (130) (367) Changes from principal transactions: Purchase payments................... 7 3,166 3,403 8,798 5,771 2,383 Contract distributions and terminations...................... (10) (8) (53) (368) (45) (43) Transfer payments from (to) Fixed Accounts and other Divisions...... (6,264) 1,564 8,054 12,748 7,130 3,918 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - - ----------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... (6,267) 4,722 11,404 21,178 12,856 6,258 ----------------------------------------------------------------------------------------- Total increase (decrease)............. (6,663) 4,696 11,358 21,558 12,726 5,891 ----------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2000....... $- $4,696 $11,358 $21,558 $12,726 $5,891 ========================================================================================= (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 16
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) ING PIMCO GLOBAL PIMCO STOCKSPLUS SP JENNISON BRAND HIGH YIELD GROWTH AND PRUDENTIAL INTERNATIONAL APPRE- NAMES BOND INCOME JENNISON GROWTH CIATION DIVISION(g) DIVISION DIVISION DIVISION(f) DIVISION(f) DIVISION ------------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 1999........... $- $46,118 $51,802 $- $- $974 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ - 6,684 16,907 - - 7 Net realized gain (loss) on investments....................... - (974) 4,397 - - 23 Net unrealized appreciation (depreciation) of investments..... - (4,721) 1,944 - - 76 ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. - 989 23,248 - - 106 Changes from principal transactions: Purchase payments................... - 73,017 122,580 - - 40 Contract distributions and terminations...................... - (6,247) (5,161) - - (149) Transfer payments from (to) Fixed Accounts and other Divisions...... - 32,181 28,758 - - 12 Addition to assets retained in the Account by Golden American Life Insurance Company................. - 1 3 - - - ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... - 98,952 146,180 - - (97) ------------------------------------------------------------------------------------------ Total increase (decrease)............. - 99,941 169,428 - - 9 ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 1999....... - 146,057 221,230 - - 983 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ (9) 10,796 23,155 894 (7) 7 Net realized gain (loss) on investments....................... (220) (7,571) 2,713 (13) 49 24 Net unrealized appreciation (depreciation) of investments..... (216) (6,847) (55,206) (2,191) (98) (57) ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations.. (445) (3,622) (29,338) (1,310) (56) (26) Changes from principal transactions: Purchase payments................... 4,326 36,532 73,805 6,264 1,189 16 Contract distributions and terminations...................... (39) (7,991) (13,426) (138) (45) (11) Transfer payments from (to) Fixed Accounts and other Divisions...... 1,712 (8,121) 6,213 2,916 1,632 (131) Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - - ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions...................... 5,999 20,420 66,592 9,042 2,776 (126) ------------------------------------------------------------------------------------------ Total increase (decrease)............. 5,554 16,798 37,254 7,732 2,720 (152) ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2000....... $5,554 $162,857 $258,484 $7,732 $2,720 $831 ========================================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 17
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) SMITH SMITH SMITH BARNEY BARNEY BARNEY SMITH HIGH LARGE CAP INTERNATIONAL BARNEY INTERNATIONAL ASSET INCOME VALUE EQUITY MONEY EQUITY ALLOCATION DIVISION DIVISION DIVISION MARKET DIVISION DIVISION (b) -------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 1999........... $806 $701 $326 $318 $49,765 $- INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 43 19 (4) 8 (48) 2 Net realized gain (loss) on investments....................... (48) 10 20 - 30,975 - Net unrealized appreciation (depreciation) of investments..... 10 (47) 214 - 24,199 1 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 5 (18) 230 8 55,126 3 Changes from principal transactions: Purchase payments................... 3 42 18 210 55,479 127 Contract distributions and terminations...................... (77) (59) (5) (11) (3,729) - Transfer payments from (to) Fixed Accounts and other Divisions...... (190) (23) (32) 54 18,928 3 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - - -------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... (264) (40) (19) 253 70,678 130 -------------------------------------------------------------------------------------- Total increase (decrease)............. (259) (58) 211 261 125,804 133 -------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 1999....... 547 643 537 579 175,569 133 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 45 20 (4) (2) 23,585 36 Net realized gain (loss) on investments....................... (20) (3) 15 - (25,607) 1 Net unrealized appreciation (depreciation) of investments..... (66) 57 (162) - (52,548) (70) -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. (41) 74 (151) (2) (54,570) (33) Changes from principal transactions: Purchase payments................... 5 - 10 - 78,906 1,153 Contract distributions and terminations...................... (22) (8) (6) (700) (9,015) (8) Transfer payments from (to) Fixed Accounts and other Divisions...... (43) (17) 65 279 3,728 142 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - - - -------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... (60) (25) 69 (421) 73,619 1,287 -------------------------------------------------------------------------------------- Total increase (decrease)............. (101) 49 (82) (423) 19,049 1,254 -------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2000....... $446 $692 $455 $156 $194,618 $1,387 ====================================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 18
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, EXCEPT AS NOTED (continued) (Dollars in thousands) SMALL GROWTH & HIGH QUALITY COMPANY EQUITY INCOME BOND GROWTH DIVISION(b) DIVISION(a) DIVISION(c) DIVISION(d) COMBINED ------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 1999........... $- $- $- $- $3,318,205 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 7 1 - - 255,284 Net realized gain (loss) on investments....................... - - $(1) - 235,776 Net unrealized appreciation (depreciation) of investments..... 5 2 - - 828,093 ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. 12 3 (1) - 1,319,153 Changes from principal transactions: Purchase payments................... 281 98 127 - 2,706,971 Contract distributions and terminations...................... - - (4) - (545,597) Transfer payments from (to) Fixed Accounts and other Divisions...... 4 6 (95) - 644,573 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - 106 ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... 285 104 28 - 2,806,053 ------------------------------------------------------------------------------- Total increase (decrease)............. 297 107 27 - 4,125,206 ------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 1999....... 297 107 27 - 7,443,411 INCREASE (DECREASE) IN NET ASSETS Operations: Net investment income (loss)........ 75 1 2 4 1,091,242 Net realized gain (loss) on investments....................... - 1 - - 573,205 Net unrealized appreciation (depreciation) of investments..... (137) 5 3 (11) (2,517,401) ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations.. (62) 7 5 (7) (852,954) Changes from principal transactions: Purchase payments................... 817 138 33 50 3,211,126 Contract distributions and terminations...................... (11) (11) (6) - (909,574) Transfer payments from (to) Fixed Accounts and other Divisions...... 30 43 19 29 820,900 Addition to assets retained in the Account by Golden American Life Insurance Company................. - - - - 43 ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions...................... 836 170 46 79 3,122,495 ------------------------------------------------------------------------------- Total increase (decrease)............. 774 177 51 72 2,269,541 ------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2000....... $1,071 $284 $78 $72 $9,712,952 =============================================================================== (a) Commencement of operations, October 25, 1999. (b) Commencement of operations, November 1, 1999. (c) Commencement of operations, December 3, 1999. (d) Commencement of operations, January 3, 2000. (e) Commencement of operations, February 1, 2000. (f) Commencement of operations, May 5, 2000. (g) Commencement of operations, May 8, 2000. (h) Commencement of operations, October 2, 2000. (i) Commencement of operations, October 3, 2000. (j) Commencement of operations, October 4, 2000. See accompanying notes. 19
GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 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 2000, the Account had GoldenSelect Contracts and Granite PrimElite Contracts. GoldenSelect Contracts sold by Golden American during 2000 include DVA Plus, Access, Premium Plus, ESII, Value, and Access One. The Account discontinued offering DVA 80 in May 1991 and discontinued registering DVA 100 and DVA Series 100 for sale to the public as of May 1, 2000. At December 31, 2000, the Account had, under GoldenSelect Contracts, thirty-eight investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets, Real Estate, Fully Managed, Equity Income, Capital Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth, Capital Growth, Research, Total Return, Growth, Global Fixed Income, Developing World, Growth Opportunities, Asset Allocation, Diversified Mid Cap, Investors, Growth & Income, Special Situation, ING Global Brand Names, PIMCO High Yield Bond, PIMCO StocksPLUS Growth & Income, Prudential Jennison, SP Jennison International Growth, International Equity, Asset Allocation, Equity, Growth & Income, and High Quality Bond Divisions ("Divisions"). The Account also had, under Granite PrimElite Contracts, eight investments divisions: Mid-Cap Growth, Research, Total Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value, 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, ING Variable Insurance Trust, PIMCO Variable Insurance Trust, Prudential Series Fund Inc., Greenwich Street Series Fund Inc., Travelers Series Fund Inc., Warburg Pincus Trust, or The Galaxy VIP Fund (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. 20 NOTE 1 - ORGANIZATION (CONTINUED) 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. On January 28, 2000, the consolidation of the All Growth and Growth Opportunities Series into the Mid Cap Growth Series took place at no cost to current contract holders. Shares of Mid-Cap Growth Series were substituted for shares of All Growth and Growth Opportunities Series. 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 Prior to February 1, 2000, DVA Plus, Access, and the Premium Plus each had 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. After February 1, 2000 DVA Plus, Access and Premium Plus each had four different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and Max 7. 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. Golden American has also discontinued external sales of DVA 100, DVA Series 100, and Granite PremElite. Under the terms of the Contract, 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 follows: SERIES ANNUAL RATES ------ ------------ DVA 80.................................................. 0.80% DVA 100................................................. 0.90 DVA Series 100.......................................... 1.25 DVA Plus (pre February 2000) - Standard................. 1.10 DVA Plus (pre February 2000) - Annual Ratchet........... 1.25 DVA Plus (pre February 2000) - 5.5% Solution............ 1.25 DVA Plus (pre February 2000) - 7% Solution.............. 1.40 DVA Plus (post February 2000) - Standard................ 1.15 DVA Plus (post February 2000) - Annual Ratchet.......... 1.30 DVA Plus (post February 2000) - 5.5% Solution........... 1.30 DVA Plus (post February 2000) - Max 5.5................. 1.40 DVA Plus (post February 2000) - 7% Solution............. 1.50 DVA Plus (post February 2000) - Max 7................... 1.60 Access (pre February 2000) - Standard................... 1.25 Access (pre February 2000) - Annual Ratchet............. 1.40 Access (pre February 2000) - 5.5% Solution.............. 1.40 Access (pre February 2000) - 7% Solution................ 1.55 Access (post February 2000) - Standard.................. 1.30 Access (post February 2000) - Annual Ratchet............ 1.45 Access (post February 2000) - 5.5% Solution............. 1.45 21 NOTE 3 - CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES ------ ------------ Access (post February 2000) - Max 5.5................... 1.55 Access (post February 2000) - 7% Solution............... 1.65 Access (post February 2000) - Max 7..................... 1.75 Premium Plus (pre February 2000) - Standard............. 1.25 Premium Plus (pre February 2000) - Annual Ratchet....... 1.40 Premium Plus (pre February 2000)- 5.5% Solution......... 1.40 Premium Plus (pre February 2000) - 7% Solution.......... 1.55 Premium Plus (post February 2000) - Standard............ 1.30 Premium Plus (post February 2000) - Annual Ratchet...... 1.45 Premium Plus (post February 2000) - 7% Solution......... 1.65 Premium Plus (post February 2000) - Max 7............... 1.75 ESII.................................................... 1.25 Value................................................... 0.75 Access One.............................................. 0.35 Granite PrimElite - Standard............................ 1.10 Granite PrimElite - Annual Ratchet...................... 1.25 ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of 0.10% is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts. A daily charge at an annual rate of 0.15% is deducted from the assets attributable to the DVA Plus, Access, Premium Plus, ESII, Value, Access One, 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 and Value contracts. For DVA Series 100 and Access One Contracts there is no charge. 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 had 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 80, DVA 100, DVA Plus, Premium Plus, ES II, Value, 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 Surrender Charge Since Premium Payment - ------------------------------- ---------------------------------------------------------------------------------------------------- DVA 80 & 100 DVA PLUS PREMIUM PLUS ES II VALUE GRANITE PRIMELITE ------------ -------- ------------ ----- ----- ----------------- 0............. 6% 7% 8% 8% 6% 7% 1............. 5 7 8 7 6 7 2............. 4 6 8 6 6 6 3............. 3 5 8 5 5 5 4............. 2 4 7 4 4 4 5............. 1 3 6 3 3 3 6............. - 1 5 2 1 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. 22 NOTE 3 - CHARGES AND FEES (CONTINUED) 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. 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 -------------------------------------------- 2000 1999 -------------------- ------------------- (Dollars in thousands) Balance at beginning of year............................ $3,093 $9,003 Sales load advanced..................................... 43 105 Amortization of deferred sales load and premium tax..... (2,458) (6,015) -------------------- ------------------- Balance at end of year.................................. $678 $3,093 ==================== ===================
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES The aggregate cost of purchases and proceeds from sales of investments follows:
YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 2000 1999 ---------------------------- ------------------------------- PURCHASES SALES PURCHASES SALES ---------------------------- ------------------------------- (Dollars in thousands) The GCG Trust: Liquid Asset Series.................................. $5,009,626 $4,852,286 $1,632,496 $1,285,868 Limited Maturity Bond Series......................... 100,400 49,723 81,290 30,122 Large Cap Value Series.............................. 104,683 5,678 - - Hard Assets Series................................... 40,084 35,964 41,433 38,490 All-Growth Series.................................... 71,697 148,258 46,095 36,607 All Cap Series...................................... 111,560 5,575 - - Real Estate Series................................... 96,209 64,912 20,497 27,401 Fully Managed Series................................. 112,464 61,046 68,756 23,879 Equity Income Series................................. 98,938 88,840 70,767 43,280 Capital Appreciation Series.......................... 227,251 51,623 148,975 33,036 Rising Dividends Series.............................. 151,463 58,223 261,711 22,554 Emerging Markets Series.............................. 62,812 67,830 9,244 12,838 Market Manager Series................................ 594 813 1,084 1,813 Value Equity Series.................................. 126,574 94,165 43,808 28,137 Strategic Equity Series.............................. 404,992 147,040 90,233 24,704 Small Cap Series..................................... 668,534 299,869 225,813 110,509 Managed Global Series................................ 773,452 628,437 178,228 176,669 Mid-Cap Growth Series................................ 1,570,684 553,073 391,543 119,357 Capital Growth Series................................ 163,005 24,871 220,384 23,307 23 NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES (CONTINUED) YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 2000 1999 ---------------------------- ------------------------------- PURCHASES SALES PURCHASES SALES ---------------------------- ------------------------------- (Dollars in thousands) Research Series...................................... 332,012 33,449 270,703 19,426 Total Return Series.................................. 177,368 58,592 236,379 4,467 Growth Series........................................ 2,357,943 1,555,976 860,731 170,066 Global Fixed Income Series........................... 21,953 1,829 26,185 12,857 Developing World Series.............................. 224,227 196,834 58,318 20,799 Growth Opportunities Series.......................... 397 6,296 7,288 5,600 Asset Allocation Growth Series....................... 4,913 194 - - Diversified Mid-Cap Series........................... 16,411 5,011 - - Investors Series..................................... 37,309 15,640 - - Growth and Income Series............................. 15,051 2,209 - - Special Situation Series............................. 6,296 46 - - ING Variable Insurance Trust: ING Global Brand Names Series........................ 8,467 2,477 - - PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio...................... 104,012 72,796 124,005 18,385 PIMCO StocksPLUS Growth and Income Portfolio......... 128,021 38,274 188,819 25,749 Prudential Series Fund Inc.: Prudential Jennison Portfolio........................ 10,354 418 - - SP Jennison International Growth Portfolio........... 13,316 10,547 - - Greenwich Street Series Fund Inc.: Appreciation Portfolio............................. 136 255 111 202 Travelers Series Fund Inc.: Smith Barney High Income Portfolio................... 78 93 98 320 Smith Barney Large Cap Value Portfolio............... 77 82 167 189 Smith Barney International Equity Portfolio.......... 111 46 44 67 Smith Barney Money Market Portfolio.................. 13 436 483 222 Warburg Pincus Trust: International Equity Portfolio....................... 1,216,239 1,119,035 696,223 625,613 The Galaxy VIP Fund: Asset Allocation Portfolio........................... 1,340 17 141 9 Equity Portfolio..................................... 946 35 292 - Growth & Income Portfolio............................ 185 14 105 - High Quality Bond Portfolio.......................... 58 10 127 99 Small Company Growth Portfolio....................... 84 1 - - ---------------------------------------------------------------- COMBINED.................................................. $14,572,339 $10,358,838 $6,002,576 $2,942,641 ================================================================ 24
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 purchases transactions for the Market Manager Division resulted from such updates.
YEAR ENDED DECEMBER 31 --------------------------------------------------------------------------- 2000 1999 ---------------------------------- ---------------------------------- PURCHASES SALES PURCHASES SALES ---------------------------------- ---------------------------------- Liquid Asset Division............................ 359,367,174 350,362,386 124,478,649 101,109,842 Limited Maturity Bond Division................... 6,653,002 4,238,782 6,043,778 3,110,174 Large Cap Value Series........................... 10,510,495 1,148,728 - - Hard Assets Division............................. 2,834,446 2,496,801 2,900,594 2,714,660 All-Growth Division.............................. 1,772 4,534,313 1,593,344 2,299,652 All Cap Series................................... 10,302,677 1,241,107 - - Real Estate Division............................. 4,319,128 3,211,948 1,107,500 1,561,932 Fully Managed Division........................... 4,937,015 3,912,225 3,844,658 2,421,187 Equity Income Division........................... 5,587,065 5,891,560 4,105,827 3,799,977 Capital Appreciation Division.................... 9,788,554 3,977,530 6,021,915 3,037,582 Rising Dividends Division........................ 8,048,967 4,882,590 12,519,925 3,029,038 Emerging Markets Division........................ 6,972,719 7,369,824 1,467,567 1,902,732 Market Manager Division.......................... - 26,641 435 75,755 Value Equity Division............................ 7,941,727 6,192,411 2,852,986 2,154,579 Strategic Equity Division........................ 19,709,430 9,587,363 6,344,054 2,305,045 Small Cap Division............................... 26,260,160 17,429,511 14,347,399 8,174,181 Managed Global Division.......................... 34,701,368 30,852,410 9,633,015 10,824,049 Mid-Cap Growth Division.......................... 29,199,551 15,272,144 14,316,514 5,846,579 Capital Growth Division.......................... 9,504,070 2,906,917 12,561,878 2,575,149 Research Division................................ 10,607,414 2,858,194 12,204,579 1,771,319 Total Return Division............................ 9,344,159 5,124,311 13,447,324 976,323 Growth Division.................................. 90,088,344 64,904,288 46,544,853 13,013,005 Global Fixed Income Division..................... 2,067,425 444,699 2,406,215 1,322,576 Developing World Division........................ 25,929,101 23,178,428 6,615,294 2,774,781 Growth Opportunities Division.................... 2,653 586,755 726,528 570,950 Asset Allocation Growth Series................... 536,932 35,902 - - Diversified Mid-Cap Series....................... 1,738,197 587,931 - - Investors Series................................. 3,506,979 1,589,857 - - Growth and Income Series......................... 1,550,837 270,440 - - Special Situation Series......................... 696,811 33,708 - - ING Global Brand Names Series.................... 966,161 330,869 - - PIMCO High Yield Bond Division................... 11,171,609 9,133,980 12,707,468 2,989,676 PIMCO StocksPLUS Growth and Income Division............................... 10,253,524 4,989,762 15,418,741 3,191,901 Prudential Jennison Portfolio.................... 1,167,863 181,053 - - SP Jennison International Growth Portfolio....... 1,516,731 1,198,936 - - Appreciation Division............................ 6,545 13,984 5,856 11,558 Smith Barney High Income Division................ 2,416 6,424 3,730 23,271 Smith Barney Large Cap Value Division............ 2,886 4,081 6,907 9,522 Smith Barney International Equity Division....... 4,883 1,931 2,838 2,934 Smith Barney Money Market Division............... - 36,664 40,398 19,082 International Equity Division.................... 92,849,675 86,976,149 63,405,114 56,947,666 Asset Allocation Division........................ 117,695 1,286 13,289 844 Equity Division.................................. 71,978 3,194 26,039 835 Growth & Income Division......................... 16,903 1,136 11,266 1,139 High Quality Bond Division....................... 5,210 922 12,671 9,915 Small Company Growth Portfolio................... 5,427 2 - - ---------------------------------- ---------------------------------- COMBINED......................................... 820,867,678 678,030,077 397,739,148 240,579,410 ================================== ================================== 25
NOTE 6 - NET ASSETS Investments at net asset value less the payable to Golden American for charges and fees at December 31, 2000 consisted of the following:
LIMITED LIQUID MATURITY LARGE CAP HARD ALL- ASSET BOND VALUE ASSETS GROWTH ALL CAP DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $644,880 $174,673 $98,738 $35,044 $(100,519) $104,199 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 34,786 30,502 506 6,105 100,519 2,028 Net unrealized appreciation (depreciation) of investments... - (4,217) (699) 360 - (1,344) --------------------------------------------------------------------------------------------- $679,666 $200,958 $98,545 $41,509 $- $104,883 ============================================================================================= REAL FULLY EQUITY CAPITAL RISING EMERGING ESTATE MANAGED INCOME APPRECIATION DIVIDENDS MARKETS DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $69,992 $221,658 $130,422 $391,281 $704,927 $38,618 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 25,415 106,489 173,295 152,083 95,334 (17,454) Net unrealized appreciation (depreciation) of investments... 4,896 17,504 (11,924) (65,430) 60,077 (1,211) --------------------------------------------------------------------------------------------- $100,303 $345,651 $291,793 $477,934 $860,338 $19,953 ============================================================================================= MARKET VALUE STRATEGIC SMALL MANAGED MID-CAP MANAGER EQUITY EQUITY CAP GLOBAL GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $44 $155,667 $377,532 $419,412 $150,916 $931,007 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 4,918 17,365 72,159 264,208 142,329 682,456 Net unrealized appreciation (depreciation) of investments... 1,657 7,690 (89,957) (261,523) (64,898) (455,402) --------------------------------------------------------------------------------------------- $6,619 $180,722 $359,734 $422,097 $228,347 $1,158,061 ============================================================================================= CAPITAL TOTAL GLOBAL DEVELOPING GROWTH RESEARCH RETURN GROWTH FIXED INCOME WORLD DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $471,766 $726,148 $521,837 $1,530,906 $40,770 $69,011 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 40,637 102,771 59,543 413,881 1,125 (12,293) Net unrealized appreciation (depreciation) of investments... (49,004) (28,391) 27,488 (469,807) (1,895) (2,320) --------------------------------------------------------------------------------------------- $463,399 $800,528 $608,868 $1,474,890 $40,000 $54,398 ============================================================================================= 26
NOTE 6 - NET ASSETS (CONTINUED) ASSET GROWTH ALLOCATION DIVERSIFIED GROWTH SPECIAL OPPORTUNITIES GROWTH MID CAP INVESTORS AND INCOME SITUATIONS DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ----------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $(746) $4,722 $11,404 $21,178 $12,856 $6,258 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 746 (11) (176) 615 (55) (13) Net unrealized appreciation (depreciation) of investments... - (15) 130 (235) (75) (354) ----------------------------------------------------------------------------------------------- $- $4,696 $11,358 $21,558 $12,726 $5,891 =============================================================================================== PIMCO PIMCO STOCKSPLUS PRUDENTIAL JENNISON ING GLOBAL HIGH YIELD GROWTH AND JENNISON INTERNATIONAL BRAND NAMES BOND INCOME PORTFOLIO GROWTH APPRECIATION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ----------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $5,999 $165,009 $259,602 $9,042 $2,776 $659 Accumulated net investment income (loss) and net realized gain (loss) on investments...... (229) 9,434 47,889 881 42 110 Net unrealized appreciation (depreciation) of investments... (216) (11,586) (49,007) (2,191) (98) 62 ----------------------------------------------------------------------------------------------- $5,554 $162,857 $258,484 $7,732 $2,720 $831 =============================================================================================== SMITH SMITH SMITH SMITH BARNEY BARNEY BARNEY BARNEY HIGH LARGE CAP INTERNATIONAL MONEY INTERNATIONAL ASSET INCOME VALUE EQUITY MARKET EQUITY ALLOCATION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ---------------------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $501 $611 $387 $136 $193,174 $1,417 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 64 61 23 20 28,239 39 Net unrealized appreciation (depreciation) of investments... (119) 20 45 - (26,795) (69) ---------------------------------------------------------------------------------------------- $446 $692 $455 $156 $194,618 $1,387 ============================================================================================== HIGH SMALL GROWTH & QUALITY COMPANY EQUITY INCOME BOND GROWTH DIVISION DIVISION DIVISION DIVISION COMBINED ------------------------------------------------------------------------------- (Dollars in thousands) Unit transactions.................. $1,121 $274 $74 $79 $8,605,462 Accumulated net investment income (loss) and net realized gain (loss) on investments...... 82 3 1 4 2,586,476 Net unrealized appreciation (depreciation) of investments... (132) 7 3 (11) (1,478,986) ------------------------------------------------------------------------------- $1,071 $284 $78 $72 $9,712,952 =============================================================================== 27
NOTE 7 - UNIT VALUES Accumulation unit value information for units outstanding, by Contract type, as of December 31, 2000 follows: UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) LIQUID ASSET Currently payable annuity products: DVA 80 ................................................................ 209 16.61 $3 DVA 100 ............................................................... 3,872 16.21 63 Contracts in accumulation period: DVA 80 ................................................................ 253,815 16.61 4,216 DVA 100 ............................................................... 939,201 16.21 15,226 DVA Series 100......................................................... 72,995 15.54 1,134 DVA Plus - Standard (pre February 2000)................................ 713,224 15.75 11,234 DVA Plus- Standard (post February 2000)................................ 146,440 15.59 2,283 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II.................................. 14,214,983 15.47 219,919 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)....................................................... 7,270,477 15.31 111,297 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution................... 5,535,946 15.19 84,117 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000).................................. 2,183,030 15.03 32,816 DVA Plus - 7% Solution (post February 2000)............................ 302,892 14.94 4,527 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000)......................................... 7,933,969 14.90 118,208 DVA Plus - Max 7 (post February 2000).................................. 293,515 14.76 4,333 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)........................................ 2,657,053 14.67 38,987 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 2,132,811 14.50 30,917 Value.................................................................. 23,532 16.41 386 ------------------- $679,666 LIMITED MATURITY BOND Currently payable annuity products: DVA 80 ................................................................ 3,466 19.05 $66 DVA 100 ............................................................... 8,666 18.60 161 Contracts in accumulation period: DVA 80................................................................. 26,854 19.05 512 DVA 100 ............................................................... 1,088,342 18.60 20,240 DVA Series 100......................................................... 11,209 17.83 200 DVA Plus - Standard (pre February 2000)................................ 322,729 18.08 5,837 DVA Plus- Standard (post February 2000) ............................... 53,158 17.92 953 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II.................................. 3,621,501 17.76 64,327 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)....................................................... 849,473 17.60 14,952 28
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution................... 1,769,355 17.45 30,867 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 321,370 17.29 5,555 DVA Plus - 7% Solution (post February 2000)............................ 49,754 17.18 855 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ..................................... 2,442,970 17.11 41,790 DVA Plus - Max 7 (post February 2000).................................. 73,720 16.97 1,251 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 507,893 16.87 8,569 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 273,264 16.67 4,555 Value.................................................................. 13,071 18.84 246 Access One ............................................................ 1,095 19.77 22 ------------------- $200,958 LARGE CAP VALUE Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 81,093 10.56 $856 DVA Plus- Standard (post February 2000)................................ 147,571 10.55 1,557 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 2,138,069 10.55 22,546 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,537,946 10.54 16,210 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 770,213 10.53 8,111 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 942,003 10.53 9,915 DVA Plus - 7% Solution (post February 2000)............................ 181,541 10.52 1,910 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000)...................................... 961,611 10.52 10,112 DVA Plus - Max 7 (post February 2000).................................. 177,361 10.51 1,864 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 1,403,629 10.51 14,747 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 993,651 10.50 10,430 Value.................................................................. 27,079 10.59 287 ------------------- $98,545 HARD ASSETS Currently payable annuity products: DVA 100 ............................................................... 3,703 17.10 $63 Contracts in accumulation period: DVA 80................................................................. 37,384 17.52 655 DVA 100................................................................ 305,640 17.10 5,227 DVA Series 100 ........................................................ 11,245 16.39 184 DVA Plus - Standard (pre February 2000)................................ 83,792 16.62 1,392 DVA Plus- Standard (post February 2000)................................ 2,937 16.50 49 29
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 309,819 16.32 5,056 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 57,353 16.20 929 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 598,436 16.03 9,592 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 17,608 15.91 280 DVA Plus - 7% Solution (post February 2000) ........................... 5,200 15.81 82 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 861,668 15.72 13,543 DVA Plus - Max 7 (post February 2000) ................................. 18,820 15.62 294 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 42,632 15.53 662 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 227,856 15.34 3,495 Value ................................................................. 337 17.31 6 ------------------- $41,509 ALL CAP Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 51,500 11.61 $598 DVA Plus- Standard (post February 2000)................................ 80,308 11.61 932 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 2,182,516 11.59 25,306 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000).. 1,200,520 11.59 13,913 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 1,155,496 11.58 13,379 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 819,316 11.57 9,482 DVA Plus - 7% Solution (post February 2000) ........................... 70,600 11.57 817 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 1,620,720 11.56 18,740 DVA Plus - Max 7 (post February 2000).................................. 98,842 11.56 1,142 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 780,053 11.55 9,011 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 986,100 11.54 11,381 Value.................................................................. 15,599 11.65 182 ------------------- $104,883 REAL ESTATE Currently payable annuity products: DVA 80 ................................................................ 280 28.59 $8 DVA 100 ............................................................... 3,858 27.91 108 30
NOTE 7 - UNIT VALUES (CONTINUED)
UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Contracts in accumulation period: DVA 80................................................................. 16,243 28.59 464 DVA 100 ............................................................... 460,525 27.91 12,854 DVA Series 100......................................................... 6,470 26.76 173 DVA Plus - Standard (pre February 2000)................................ 130,114 27.12 3,529 DVA Plus- Standard (post February 2000)................................ 7,229 26.93 195 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet ..... 1,006,919 26.64 26,821 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000).. 211,380 26.44 5,589 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 738,550 26.16 19,321 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 86,644 25.97 2,250 DVA Plus - 7% Solution (post February 2000) ........................... 12,612 25.81 326 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 826,871 25.65 21,212 DVA Plus - Max 7 (post February 2000).................................. 25,056 25.50 639 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 77,442 25.34 1,963 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 192,508 25.04 4,820 Value ................................................................. 1,113 28.25 31 ------------------- $100,303 FULLY MANAGED Currently payable annuity products: DVA 80 ................................................................ 839 27.95 $ 23 DVA 100 ............................................................... 30,484 27.28 832 Contracts in accumulation period: DVA 80 ................................................................ 40,691 27.95 1,137 DVA 100................................................................ 1,764,528 27.28 48,140 DVA Series 100 ........................................................ 26,037 26.15 681 DVA Plus - Standard (pre February 2000),............................... 473,557 26.51 12,553 DVA Plus- Standard (post February 2000)................................ 30,174 26.32 794 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 3,264,322 26.04 84,988 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 507,008 25.84 13,103 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 3,165,782 25.57 80,951 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 185,069 25.38 4,697 DVA Plus - 7% Solution (post February 2000)............................ 61,545 25.23 1,552 31
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ................................................. 3,237,449 25.07 81,175 DVA Plus - Max 7 (post February 2000).................................. 15,600 24.92 389 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 400,243 24.77 9,915 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 183,884 24.47 4,500 Value ................................................................. 8,003 27.62 221 ------------------- $345,651 EQUITY INCOME Currently payable annuity products: DVA 80 ................................................................ 4,863 25.67 $125 DVA 100 ............................................................... 38,356 25.06 961 Contracts in accumulation period: DVA 80................................................................. 158,144 25.67 4,059 DVA 100................................................................ 3,135,453 25.06 78,570 DVA Series 100 ........................................................ 41,479 24.02 996 DVA Plus - Standard (pre February 2000)................................ 324,404 24.35 7,898 DVA Plus- Standard (post February 2000)................................ 24,472 24.17 591 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet...... 2,309,476 23.91 55,228 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000).. 470,889 23.74 11,178 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 2,237,389 23.49 52,548 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ................................. 225,138 23.31 5,248 DVA Plus - 7% Solution (post February 2000) ........................... 79,161 23.17 1,834 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ................................................. 2,552,792 23.03 58,792 DVA Plus - Max 7 (post February 2000) ................................. 30,890 22.89 707 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 311,484 22.75 7,087 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 238,986 22.48 5,372 Value ................................................................. 22,752 25.36 577 Access One ............................................................ 833 26.61 22 ------------------- $291,793 CAPITAL APPRECIATION Currently payable annuity products: DVA 100 ............................................................... 30,808 26.03 $802 Contracts in accumulation period: DVA 80 ................................................................ 18,401 26.49 487 DVA 100................................................................ 1,995,446 26.03 51,945 DVA Series 100 ........................................................ 25,937 25.24 655 DVA Plus - Standard (pre February 2000)................................ 453,894 25.50 11,575 32
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus- Standard (post February 2000)................................ 97,043 25.36 2,461 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 3,626,696 25.17 91,289 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,210,622 25.03 30,300 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 4,174,489 24.85 103,716 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 847,242 24.70 20,927 DVA Plus - 7% Solution (post February 2000)............................ 124,676 24.59 3,066 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 4,496,266 24.48 110,086 DVA Plus - Max 7 (post February 2000) ................................. 109,154 24.38 2,661 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 981,676 24.27 23,825 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 969,120 24.06 23,314 Value ................................................................. 31,436 26.26 825 ------------------- $477,934 RISING DIVIDENDS Currently payable annuity products: DVA 80 ................................................................ 2,315 26.02 $60 DVA 100 ............................................................... 10,311 25.64 264 Contracts in accumulation period: DVA 80................................................................. 33,987 26.02 884 DVA 100................................................................ 2,125,370 25.64 54,493 DVA Series 100......................................................... 51,586 24.99 1,289 DVA Plus - Standard (pre February 2000)................................ 1,150,706 25.21 29,006 DVA Plus- Standard (post February 2000)................................ 95,313 25.09 2,391 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 8,035,273 24.94 200,360 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,073,372 24.81 26,632 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 9,797,232 24.67 241,653 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 440,779 24.54 10,816 DVA Plus - 7% Solution (post February 2000)............................ 428,500 24.45 10,477 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 9,922,551 24.36 241,712 DVA Plus - Max 7 (post February 2000).................................. 119,426 24.27 2,898 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 803,307 24.18 19,425 33
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 713,282 24.00 17,122 Value.................................................................. 33,143 25.83 856 ------------------- $860,338 EMERGING MARKETS Currently payable annuity products: DVA 100 ............................................................... 18,228 7.98 $146 Contracts in accumulation period: DVA 80................................................................. 15,618 8.09 127 DVA 100 ............................................................... 726,252 7.98 5,792 DVA Series 100......................................................... 19,358 7.77 151 DVA Plus - Standard (pre February 2000)................................ 265,114 7.84 2,079 DVA Plus- Standard (post February 2000)................................ 34,186 7.80 267 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet....... 268,805 7.76 2,085 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 79,970 7.72 617 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 976,884 7.67 7,494 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 6,725 7.63 52 DVA Plus - 7% Solution (post February 2000)............................ 64,473 7.61 491 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 36,306 7.58 275 DVA Plus - Max 7 (post February 2000).................................. 37,058 7.55 280 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 6,252 7.52 47 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 6,704 7.47 50 ------------------- $19,953 MARKET MANAGER Contracts in accumulation period: DVA 100................................................................ 238,516 27.75 $6,619 VALUE EQUITY Currently payable annuity products: DVA 80 ................................................................ 296 20.15 $6 DVA 100 ............................................................... 1,103 19.91 22 Contracts in accumulation period: DVA 80 ................................................................ 6,969 20.15 140 DVA 100 ............................................................... 401,819 19.91 7,999 DVA Series 100......................................................... 11,002 19.49 214 DVA Plus - Standard (pre February 2000)................................ 373,943 19.63 7,342 DVA Plus- Standard (post February 2000) ............................... 23,912 19.55 468 34
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 2,586,369 19.46 50,333 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 472,034 19.38 9,146 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 2,589,777 19.29 49,949 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 143,195 19.20 2,749 DVA Plus - 7% Solution (post February 2000)............................ 41,973 19.14 803 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 2,230,349 19.08 42,553 DVA Plus - Max 7 (post February 2000).................................. 10,293 19.03 196 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 298,983 18.97 5,672 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 162,505 18.85 3,064 Value ................................................................. 3,296 20.02 66 ------------------- $180,722 STRATEGIC EQUITY Currently payable annuity products: DVA 100 ............................................................... 29,192 19.30 $563 Contracts in accumulation period: DVA 80 ................................................................ 33,313 19.51 $650 DVA 100 ............................................................... 247,857 19.30 4,785 DVA Series 100......................................................... 9,208 18.95 174 DVA Plus - Standard (pre February 2000)................................ 469,023 19.07 8,946 DVA Plus- Standard (post February 2000) ............................... 107,927 19.00 2,051 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 4,824,610 18.92 91,300 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,797,957 18.85 33,893 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 3,565,530 18.78 66,946 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 1,149,145 18.70 21,490 DVA Plus - 7% Solution (post February 2000)............................ 185,121 18.65 3,453 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 4,283,689 18.60 79,684 DVA Plus - Max 7 (post February 2000).................................. 149,363 18.55 2,771 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 1,203,898 18.50 22,276 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 1,103,423 18.40 20,308 Value.................................................................. 22,904 19.41 444 ------------------- $359,734 34
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) SMALL CAP Currently payable annuity products: DVA 100 ............................................................... 6,108 18.77 $115 Contracts in accumulation period: DVA 80................................................................. 21,812 18.96 413 DVA 100................................................................ 366,134 18.77 6,872 DVA Series 100......................................................... 14,421 18.44 266 DVA Plus - Standard (pre February 2000)................................ 457,260 18.54 8,476 DVA Plus- Standard (post February 2000)................................ 86,622 18.49 1,601 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 6,884,993 18.40 126,665 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,586,595 18.35 29,116 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 5,436,276 18.26 99,255 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 1,058,396 18.21 19,276 DVA Plus - 7% Solution (post February 2000)............................ 184,093 18.17 3,344 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ................................................. 4,812,017 18.12 87,196 DVA Plus - Max 7 (post February 2000).................................. 140,651 18.07 2,542 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 1,163,996 18.03 20,986 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000.................................................. 825,516 17.94 14,808 Value ................................................................. 60,739 18.86 1,146 Access One ............................................................ 1,040 19.25 20 ------------------- $422,097 MANAGED GLOBAL Currently payable annuity products: DVA 100 ............................................................... 10,419 20.88 $218 Contracts in accumulation period: DVA 80................................................................. 17,976 21.22 381 DVA 100 ............................................................... 1,876,847 20.88 39,190 DVA Series 100......................................................... 34,905 20.30 709 DVA Plus - Standard (pre February 2000)................................ 583,929 20.44 11,937 DVA Plus- Standard (post February 2000)................................ 110,792 20.33 2,253 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 1,348,843 20.19 27,236 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 965,140 20.08 19,382 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 3,496,637 19.94 69,740
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 648,150 19.83 12,855 DVA Plus - 7% Solution (post February 2000)............................ 406,790 19.75 8,034 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 565,653 19.67 11,126 DVA Plus - Max 7 (post February 2000).................................. 138,197 19.59 2,707 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 621,115 19.51 12,116 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 522,271 19.34 10,103 Value.................................................................. 16,170 21.01 340 Access One ............................................................ 953 21.72 20 ------------------- $228,347 MID-CAP GROWTH Currently payable annuity products: DVA 80 ................................................................ 464 43.92 $20 DVA 100 ............................................................... 6,727 43.37 292 Contracts in accumulation period: DVA 80................................................................. 34,342 43.92 1,509 DVA 100................................................................ 1,201,909 43.37 52,125 DVA Series 100 ........................................................ 21,975 42.42 932 DVA Plus - Standard (pre February 2000)................................ 519,800 42.70 22,193 DVA Plus- Standard (post February 2000)................................ 122,975 42.56 5,234 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 7,313,425 42.23 308,877 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,992,588 42.16 84,008 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 5,926,552 41.89 248,288 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 1,290,685 41.76 53,902 DVA Plus - 7% Solution (post February 2000) ........................... 186,073 41.63 7,746 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 6,423,421 41.50 266,562 DVA Plus - Max 7 (post February 2000) ................................. 162,554 41.37 6,725 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 1,240,675 41.24 51,162 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 1,099,617 40.98 45,058 Granite PrimElite - Standard .......................................... 3,616 42.70 155 Granite PrimElite - Annual Ratchet..................................... 27,638 42.23 1,167 Value.................................................................. 48,259 43.64 2,106 ------------------- $1,158,061 CAPITAL GROWTH Contracts in accumulation period: DVA 80................................................................. 4,517 17.71 $80 DVA 100................................................................ 310,535 17.54 5,447 37
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Series 100......................................................... 10,129 17.25 175 DVA Plus - Standard (pre February 2000)................................ 603,420 17.33 10,460 DVA Plus- Standard (post February 2000)................................ 87,080 17.29 1,506 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II,.......................................... 6,881,891 17.21 118,442 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,239,023 17.17 21,271 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 6,622,519 17.09 113,149 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 740,611 17.04 12,623 DVA Plus - 7% Solution (post February 2000)............................ 181,294 17.00 3,083 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 8,274,067 16.96 140,348 DVA Plus - Max 7 (post February 2000).................................. 116,196 16.92 1,966 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 1,171,869 16.88 19,782 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 874,247 16.80 14,687 Value.................................................................. 21,556 17.63 380 ------------------- $463,399 RESEARCH Contracts in accumulation period: DVA 80 ................................................................ 6,559 27.39 $180 DVA 100................................................................ 345,241 27.05 9,340 DVA Series 100 ........................................................ 18,310 26.46 484 DVA Plus - Standard (pre February 2000)................................ 604,614 26.63 16,103 DVA Plus- Standard (post February 2000)................................ 86,539 26.55 2,298 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 8,149,685 26.39 215,099 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,500,906 26.30 39,472 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 7,760,199 26.13 202,800 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 973,963 26.05 25,373 DVA Plus - 7% Solution (post February 2000)............................ 378,215 25.97 9,822 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 8,763,559 25.89 226,859 DVA Plus - Max 7 (post February 2000).................................. 160,258 25.81 4,135 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 1,007,294 25.72 25,911 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 807,166 25.56 20,632 38
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Granite PrimElite - Standard........................................... 3,075 26.63 82 Granite PrimElite - Annual Ratchet..................................... 36,485 26.39 963 Value.................................................................. 35,827 27.23 975 ------------------- $800,528 TOTAL RETURN Contracts in accumulation period: DVA 80................................................................. 8,319 21.54 $179 DVA 100................................................................ 329,747 21.27 7,013 DVA Series 100......................................................... 7,790 20.80 162 DVA Plus - Standard (pre February 2000)................................ 768,269 20.94 16,086 DVA Plus- Standard (post February 2000)................................ 96,349 20.87 2,011 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 9,222,564 20.75 191,336 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000).... 1,350,560 20.68 27,924 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 6,431,976 20.55 132,146 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 597,315 20.48 12,233 DVA Plus - 7% Solution (post February 2000)............................ 205,502 20.42 4,195 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ................................................. 9,095,578 20.35 185,107 DVA Plus - Max 7 (post February 2000) ................................. 102,750 20.29 2,084 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 836,664 20.22 16,920 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 506,976 20.10 10,188 Granite PrimElite - Standard........................................... 4,433 20.94 93 Granite PrimElite - Annual Ratchet .................................... 27,675 20.75 574 Value ................................................................. 28,821 21.40 617 ------------------- $608,868 GROWTH Contracts in accumulation period: DVA 80................................................................. 33,891 22.65 $768 DVA 100................................................................ 776,539 22.44 17,425 DVA Series 100......................................................... 28,302 22.07 624 DVA Plus - Standard (pre February 2000) ............................... 913,550 22.17 20,257 DVA Plus- Standard (post February 2000)................................ 325,133 22.12 7,192 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II .......................................... 18,211,995 22.02 400,965 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 4,730,311 21.96 103,884 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 13,563,137 21.86 296,433 39
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 3,020,949 21.80 65,867 DVA Plus - 7% Solution (post February 2000)............................ 693,052 21.75 15,074 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 18,166,964 21.70 394,196 DVA Plus - Max 7 (post February 2000).................................. 437,723 21.65 9,475 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 3,791,737 21.59 81,880 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 2,741,325 21.49 58,911 Value.................................................................. 89,147 22.55 2,010 Access One ............................................................ 808 22.98 19 ------------------- $1,474,980 GLOBAL FIXED INCOME Contracts in accumulation period: DVA 80................................................................. 1 12.19 $- DVA 100................................................................ 23,535 12.03 283 DVA Plus - Standard (pre February 2000)................................ 59,545 11.85 705 DVA Plus- Standard (post February 2000)................................ 16,337 11.81 193 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II .......................................... 1,222,759 11.74 14,352 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000).. 380,506 11.70 4,451 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 490,596 11.62 5,703 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 149,939 11.59 1,738 DVA Plus - 7% Solution (post February 2000)............................ 14,625 11.55 169 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 774,315 11.51 8,916 DVA Plus - Max 7 (post February 2000).................................. 16,854 11.48 194 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 183,296 11.44 2,097 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 101,438 11.37 1,153 Value.................................................................. 3,821 12.11 46 ------------------- $40,000 DEVELOPING WORLD Contracts in accumulation period: DVA 80 ................................................................ 1,553 7.71 $12 DVA 100................................................................ 27,070 7.67 208 DVA Plus - Standard (pre February 2000)................................ 48,529 7.61 369 DVA Plus- Standard (post February 2000)................................ 43,664 7.60 332 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 2,014,773 7.58 15,271 40
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 760,058 7.57 5,752 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 991,863 7.55 7,485 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 609,636 7.54 4,594 DVA Plus - 7% Solution (post February 2000)............................ 52,533 7.52 395 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 1,788,603 7.51 13,439 DVA Plus - Max 7 (post February 2000).................................. 35,033 7.50 263 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 549,427 7.49 4,116 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 259,187 7.47 1,936 Value.................................................................. 29,347 7.69 226 ------------------- $54,398 ASSET ALLOCATION GROWTH Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 9,294 9.38 $87 DVA Plus- Standard (post February 2000)................................ 5,894 9.38 55 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 41,334 9.38 388 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 123,421 9.38 1,157 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 25,334 9.37 238 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 101,509 9.37 951 DVA Plus - 7% Solution (post February 2000)............................ 7,201 9.37 68 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 36,958 9.37 346 DVA Plus - Max 7 (post February 2000).................................. 11,921 9.37 112 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 66,092 9.37 619 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 72,072 9.37 675 ------------------- $4,696 DIVERSIFIED MID CAP Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 6,748 9.88 $66 DVA Plus- Standard (post February 2000)................................ 5,137 9.88 50 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 290,230 9.88 2,867 41
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 131,431 9.88 1,298 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 185,852 9.87 1,835 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 80,992 9.87 799 DVA Plus - 7% Solution (post February 2000)............................ 9,164 9.87 90 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000) ................................................. 285,263 9.87 2,816 DVA Plus - Max 7 (post February 2000).................................. 10,627 9.87 109 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 55,360 9.87 546 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000) ................................................ 89,462 9.87 882 ------------------- $11,358 INVESTORS SERIES Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 13,281 11.28 $150 DVA Plus- Standard (post February 2000)................................ 29,577 11.27 333 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II .......................................... 539,461 11.26 6,075 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 313,828 11.26 3,533 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 198,869 11.25 2,236 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 202,765 11.24 2,280 DVA Plus - 7% Solution (post February 2000)............................ 21,065 11.24 237 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 234,838 11.23 2,637 DVA Plus - Max 7 (post February 2000).................................. 11,867 11.23 133 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 145,735 11.22 1,635 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 191,223 11.21 2,144 Value.................................................................. 14,613 11.31 165 ------------------- $21,558 GROWTH & INCOME SERIES Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 3,617 9.95 $36 DVA Plus- Standard (post February 2000) ............................... 23,267 9.95 231 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 274,785 9.94 2,733 42
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 170,460 9.94 1,695 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 88,531 9.94 880 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 128,409 9.94 1,276 DVA Plus - 7% Solution (post February 2000)............................ 19,469 9.94 193 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 283,250 9.94 2,815 DVA Plus - Max 7 (post February 2000).................................. 21,427 9.94 213 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 148,807 9.93 1,478 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 113,353 9.93 1,126 Value.................................................................. 5,022 9.96 50 ------------------- $12,726 SPECIAL SITUATIONS Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 2,315 8.89 $21 DVA Plus- Standard (post February 2000)................................ 18,016 8.89 160 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 121,670 8.89 1,081 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 76,347 8.89 678 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 85,716 8.89 762 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 66,473 8.88 591 DVA Plus - 7% Solution (post February 2000)............................ 9,174 8.88 81 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 131,190 8.88 1,165 DVA Plus - Max 7 (post February 2000).................................. 5,866 8.88 52 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 62,575 8.88 556 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 83,761 8.88 744 ------------------- $5,891 ING GLOBAL BRAND NAMES Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 10,619 8.76 $93 DVA Plus- Standard (post February 2000)................................ 8,037 8.76 70 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 110,552 8.75 968 43
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 169,871 8.75 1,486 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 21,575 8.75 189 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 85,307 8.74 746 DVA Plus - 7% Solution (post February 2000)............................ 39,547 8.74 346 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 28,853 8.74 252 DVA Plus - Max 7 (post February 2000).................................. 7,369 8.73 64 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 84,578 8.73 738 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 68,648 8.72 599 Value.................................................................. 336 8.78 3 ------------------- $5,554 PIMCO HIGH YIELD BOND Contracts in accumulation period: DVA 80................................................................. 1 10.17 - DVA 100................................................................ 126,903 10.12 $1,284 DVA Series 100......................................................... 948 10.03 10 DVA Plus - Standard (pre February 2000)................................ 362,732 10.05 3,645 DVA Plus- Standard (post February 2000)................................ 63,647 10.04 639 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 5,140,417 10.01 51,454 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 908,512 9.97 9,082 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 3,158,188 9.97 31,485 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 498,509 9.96 4,963 DVA Plus - 7% Solution (post February 2000)............................ 111,021 9.94 1,104 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 4,861,887 9.93 48,273 DVA Plus - Max 7 (post February 2000).................................. 64,046 9.92 635 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 631,991 9.90 6,258 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 386,288 9.88 3,815 Value.................................................................. 20,732 10.15 210 ------------------- $162,857 PIMCO STOCKSPLUS GROWTH AND INCOME Contracts in accumulation period: DVA 80................................................................. 399 11.91 $5 DVA 100................................................................ 117,131 11.85 1,388 44
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) DVA Series 100......................................................... 2,489 11.73 29 DVA Plus - Standard (pre February 2000)................................ 281,922 11.77 3,317 DVA Plus- Standard (post February 2000) ............................... 86,637 11.75 1,018 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 6,006,923 11.72 70,399 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,178,840 11.70 13,797 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 4,659,705 11.67 54,389 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 624,891 11.66 7,284 DVA Plus - 7% Solution (post February 2000)............................ 187,618 11.64 2,184 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 6,921,410 11.62 80,461 DVA Plus - Max 7 (post February 2000).................................. 70,828 11.61 822 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 1,176,897 11.59 13,644 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 829,397 11.56 9,589 Value.................................................................. 13,298 11.88 158 ------------------- $258,484 PRUDENTIAL JENNISON PORTFOLIO Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 2,731 7.85 $21 DVA Plus- Standard (post February 2000)................................ 37,201 7.85 292 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 194,916 7.85 1,529 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 242,694 7.84 1,902 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution ................................. 64,129 7.84 503 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 92,165 7.84 722 DVA Plus - 7% Solution (post February 2000)............................ 15,840 7.83 124 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 75,572 7.83 592 DVA Plus - Max 7 (post February 2000).................................. 19,630 7.83 154 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 89,929 7.82 704 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 152,003 7.82 1,189 ------------------- $7,732 45
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) SP JENNISON INTERNATIONAL PORTFOLIO Contracts in accumulation period: DVA Plus - Standard (pre February 2000)................................ 7,751 8.57 $66 DVA Plus- Standard (post February 2000)................................ 6,381 8.57 55 DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II........................................... 65,551 8.56 561 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 44,024 8.56 377 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 64,843 8.56 555 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000) ........................................ 58,710 8.56 503 DVA Plus - 7% Solution (post February 2000)............................ 3,557 8.56 30 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 15,695 8.56 134 DVA Plus - Max 7 (post February 2000) ................................. 7,516 8.56 64 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000) ................................................ 12,698 8.55 109 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 28,074 8.55 240 Value.................................................................. 2,995 8.57 26 ------------------- $2,720 SMITH BARNEY APPRECIATION Contracts in accumulation period: Granite PrimElite - Standard........................................... 419 18.16 $8 Granite PrimElite - Annual Ratchet..................................... 45,655 18.03 823 ------------------- $831 SMITH BARNEY HIGH INCOME Contracts in accumulation period: Granite PrimElite - Standard........................................... 4,903 12.56 $62 Granite PrimElite - Annual Ratchet..................................... 30,852 12.46 384 ------------------- $446 SMITH BARNEY LARGE CAP VALUE Contracts in accumulation period: Granite PrimElite - Standard........................................... 3,364 21.34 $72 Granite PrimElite - Annual Ratchet..................................... 29,285 21.16 620 ------------------- $692 SMITH BARNEY INTERNATIONAL EQUITY Contracts in accumulation period: Granite PrimElite - Standard........................................... 2,260 17.89 $ 40 Granite PrimElite - Annual Ratchet..................................... 23,397 17.74 415 ------------------- $455 SMITH BARNEY MONEY MARKET Contracts in accumulation period: Granite PrimElite - Standard........................................... 10,771 12.38 $133 Granite PrimElite - Annual Ratchet..................................... 1,839 12.27 23 ------------------- $156 46
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) INTERNATIONAL EQUITY Contracts in accumulation period: DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet....... 5,535,477 11.37 $62,958 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 2,474,742 11.37 28,140 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 5,326,265 11.29 60,130 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 685,944 11.18 7,669 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 1,257,278 11.43 14,365 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 804,897 11.34 9,130 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 1,033,869 11.23 11,615 Value.................................................................. 52,151 11.73 611 ------------------- $194,618 ASSET ALLOCATION Contracts in accumulation period: DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet....... 10,075 10.78 $109 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 4,515 10.76 49 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 18,669 10.74 200 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 70,287 10.78 757 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 6,792 10.76 73 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 18,516 10.73 199 ------------------- $1,387 EQUITY Contracts in accumulation period: DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet....... 10,577 11.41 $ 121 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 12,157 11.39 138 47
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 6,672 11.37 76 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 46,533 11.41 531 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 3,426 11.38 39 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 14,623 11.36 166 ------------------- $1,071 GROWTH & INCOME Contracts in accumulation period: DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet...... 9,132 10.98 $100 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 992 10.96 11 Access - 7% Solution (pre February 2000), Premium Plus - 7% Solution (pre February 2000).................................................. 3,904 10.94 43 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 4,780 10.98 52 Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 7,086 10.93 78 ------------------- $284 HIGH QUALITY BOND Contracts in accumulation period: DVA Plus - Annual Ratchet & 5.5% Solution, Access - Standard, Premium Plus - Standard, ES II............................. 4,745 11.05 $53 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 2,299 11.04 25 ------------------- $78 SMALL COMPANY GROWTH Contracts in accumulation period: DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution, Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II, Granite PrimElite - Annual Ratchet....... 1,744 13.35 $23 DVA Plus - 7% Solution (pre February 2000), Access - Annual Ratchet (pre February 2000) & 5.5% Solution, Premium Plus - Annual Ratchet (pre February 2000) & 5.5% Solution.................................. 1,380 13.32 19 DVA Plus - Annual Ratchet (post February 2000), Access - Standard (post February 2000), Premium Plus - Standard (post February 2000)... 1,108 13.34 15 Access - Annual Ratchet (post February 2000), Premium Plus - Annual Ratchet (post February 2000)......................................... 466 13.32 6 48
NOTE 7 - UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------- (In thousands) Access - 7% Solution (post February 2000), Premium Plus - 7% Solution (post February 2000)................................................. 627 13.28 8 Access - Max 7 (post February 2000), Premium Plus - Max 7 (post February 2000)................................................. 100 13.27 1 ------------------- $72 ------------------- COMBINED.................................................................. 483,096,286 $9,712,952 =============== =================== 49
PART C -- OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS (a) (1) All financial statements are included in the Prospectus or the Statement of Additional Information as indicated therein (2) Schedules I, III and IV follow. All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are omitted because they are not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto.
SCHEDULE I SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES (Dollars in thousands) BALANCE SHEET DECEMBER 31, 2000 COST(1) VALUE AMOUNT - ------------------------------------------------------------------------------------------------------------------------------ TYPE OF INVESTMENT Fixed maturities, available for sale: Bonds: United States government and governmental agencies and authorities......................................................... $18,607 $19,171 $19,171 Public utilities...................................................... 54,132 52,826 52,826 Corporate securities.................................................. 355,890 349,202 349,202 Other asset-backed securities......................................... 223,787 224,122 224,122 Mortgage-backed securities............................................ 146,335 147,257 147,257 -------------------------------------------- Total fixed maturities, available for sale............................ 798,751 792,578 792,578 Equity securities: Common stocks: industrial, miscellaneous, and all other............... 8,611 6,791 6,791 Mortgage loans on real estate......................................... 99,916 99,916 Policy loans.......................................................... 13,323 13,323 Short-term investments................................................ 106,775 106,775 --------------- ------------- Total investments..................................................... $1,027,376 $1,019,383 =============== =============
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 A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K - ------------------------------------------------------------------------------------------------------------------------------------ FUTURE POLICY AMORTIZA- BENEFITS, OTHER BENEFITS TION OF LOSSES, POLICY CLAIMS, DEFERRED DEFERRED CLAIMS CLAIMS INSURANCE LOSSES POLICY POLICY AND UNEARNED AND PREMIUMS NET AND ACQUI- OTHER ACQUISITION LOSS REVENUE BENEFITS AND INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES INCOME EXPENSES COSTS EXPENSES* WRITTEN - ------------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED DECEMBER 31, 2000: Life insurance $635,147 $1,062,891 $6,817 $82 $144,877 $64,140 $200,031 $55,154 $143,300 -- YEAR ENDED DECEMBER 31, 1999: Life insurance 528,957 1,033,701 6,300 8 82,935 59,169 182,221 33,119 (83,827) -- YEAR ENDED DECEMBER 31, 1998: Life insurance 204,979 881,112 3,840 -- 39,119 42,485 96,968 5,148 (26,406) -- * This includes policy acquisition costs deferred for first year commissions and interest bonuses, premium credit, and other expenses related to the production of new business. The costs related to first year interest bonuses and the premium credit are included in benefits claims, losses, and settlement expenses.
SCHEDULE IV REINSURANCE COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - -------------------------------------------------------------------------------------------------------------------------------- PERCENTAGE CEDED TO ASSUMED OF AMOUNT GROSS OTHER FROM OTHER NET ASSUMED AMOUNT COMPANIES COMPANIES AMOUNT TO NET - -------------------------------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 2000: Life insurance in force................. $196,334,000 $105,334,000 -- $91,000,000 -- ================================================================================ At December 31, 1999: Life insurance in force................. $225,000,000 $119,575,000 -- $105,425,000 -- ================================================================================ AT DECEMBER 31, 1998: Life insurance in force................. $181,456,000 $111,552,000 -- $69,904,000 -- ================================================================================
EXHIBITS (b) (1) Resolution of the board of directors of Depositor authorizing the establishment of the Registrant (1) (2) N/A (3) (a) Distribution Agreement between the Depositor and Directed Services, Inc. (1) (b) Dealers Agreement (1) (c) Organizational Agreement (1) (d) Assignment Agreement for Organizational Agreement (1) (4) (a) Individual Deferred Combination Variable and Fixed Annuity Contract (1) (b) Group Deferred Combination Variable and Fixed Annuity Certificate (1) (c) Individual Deferred Variable Annuity Contract (1) (d) Individual Retirement Annuity Rider Page (1) (e) ROTH Individual Retirement Annuity Rider (1) (5) (a) Individual Deferred Combination Variable and Fixed Annuity Application (1) (b) Group Deferred Combination Variable and Fixed Annuity Enrollment Form (1) (c) Individual Deferred Variable Annuity Application (1) (6) (a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (03/01/95) (1) (b) By-Laws of Golden American, dated (01/07/94) (1) (c) Resolution of the board of directors for Powers of Attorney, dated (04/23/99) (1) (7) Not applicable (8) (a) Participation Agreement between Golden American and PIMCO Variable Insurance Trust (1) (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 (1) (e) Reciprocal Loan Agreement between Golden American and ING America Insurance Holdings, Inc. (1) (f) Revolving Note Payable between Golden American and SunTrust Bank (1) (g) Surplus Note, dated, 12/17/96, between Golden American and Equitable of Iowa Companies (1) (h) Surplus Note, dated, 12/30/98, between Golden American and Equitable Life Insurance Company of Iowa (1) (i) Surplus Note, dated, 09/30/99, between Golden American and ING AIH (1) (j) Surplus Note, dated, 12/08/99, between Golden American and First Columbine Life Insurance Company (1) (k) Surplus Note, dated, 12/30/99, between Golden American and Equitable Life Insurance Company of Iowa (1) (l) Participation Agreement between Golden American and Prudential Series Fund, Inc. (1) (m) Participation Agreement between Golden American and ING Variable Insurance Trust (1) (n) Reinsurance Agreement, effective 01/01/00, between Golden American and Security Life of Denver International Limited (o) Letter of Credit between Security Life of Denver International Limited and The Bank of New York for the benefit of Golden American (p) Form of Participation Agreement between Golden American and Pilgrim Variable Products Trust (q) Form of Participation Agreement between Golden American and ProFunds (9) Opinion and Consent of Myles R. Tashman (10) (a) Consent of Sutherland, Asbill & Brennan LLP (b) Consent of Ernst & Young LLP, 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 Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on June 24, 2000 (File Nos. 333-33914, 811-5626). ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor - ---- ---------------- -------------- Robert C. Salipante ReliaStar Financial Corp. Director and Chief 20 Washington Avenue South Executive Officer Minneapolis, MN 55402 Chris D. Schreier ReliaStar Financial Corp. President 20 Washington Avenue South Minneapolis, MN 55402 Barnett Chernow Golden American Life Ins. Co. President and 1475 Dunwoody Drive CEO, Investment West Chester, PA 19380 Products Group Thomas J. McInerney ING Aetna Financial Services Director 151 Farmington Avenue Hartford, CT 06156 Mark A. Tullis 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 Wayne R. Huneke ING Insurance Operations Director and Chief 5780 Powers Ferry Road Financial Officer Atlanta, GA 30327-4390 Myles R. Tashman Golden American Life Ins. Co. Executive Vice President, 1475 Dunwoody Drive General Counsel and West Chester, PA 19380 Assistant Secretary James R. McInnis Golden American Life Ins. Co. Executive Vice President 1475 Dunwoody Drive and Chief Marketing West Chester, PA 19380 Officer 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 and 1475 Dunwoody Drive Chief Information Officer 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 West Chester, PA 19380 David L. Jacobson Golden American Life Ins. Co. Senior Vice President and 1475 Dunwoody Drive Chief Compliance Officer West Chester, PA 19380 William L. Lowe Equitable of Iowa Companies Senior Vice President, 909 Locust Street Sales & Marketing Des Moines, IA 50309 Gary F. Haynes Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive Operations West Chester, PA 19380 David S. Pendergrass ING Insurance Operations Vice President and 5780 Powers Ferry Road Treasurer Atlanta, GA 30327-4390 Paula Cludray-Engelke ReliaStar Financial Corp. Secretary 20 Washington Avenue South Minneapolis, MN 55402 Andrew D. Chua Golden American Life In. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 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, as of February 28, 2001, are included in this registration statement as Exhibit 16. Item 27: Number of Contract Owners As of March 30, 2001, there are 59,710 qualified contract owners and 80,125 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, Directed Services, Inc. ("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, Separate Account B, Equitable Life Insurance Company of Iowa Separate Account A, First Golden American Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of Golden American 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. The principal business address for each officer and director following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted. Name and Principal Positions and Offices Business Address with Underwriter - ------------------- --------------------- James R. McInnis President Barnett Chernow Director and Executive Vice President Myles R. Tashman Director, Executive Vice President, Secretary and General Counsel Stephen J. Preston Executive Vice President David S. Pendergrass Vice President and Treasurer ING Insurance Operations 5780 Powers Ferry Road Atlanta, GA 30327-4390 David L. Jacobson Senior Vice President (c) 2000 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation - ----------- ------------ ---------- ----------- ------------ DSI $208,883,000 $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, Pennsylvania 19380-1478, ING Americas at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390 and by Equitable Life Insurance Company of Iowa, an affiliate, at 909 Locust Street, Des Moines, Iowa 50309. ITEM 31: MANAGEMENT SERVICES None. ITEM 32: UNDERTAKINGS (a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more that 16 months old so long as payments under the variable annuity contracts may be accepted. (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. REPRESENTATIONS 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 Commonwealth of Pennsylvania on this 23rd day of April, 2001. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Robert C. Salipante* Chief Executive Officer 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 23, 2001. Signature Title - --------- ----- Director and Chief Executive - -------------------- Officer of Depositor Robert C. Salipante* Director, Senior Vice President - -------------------- and Chief Financial Officer Wayne R. Huneke* DIRECTORS OF DEPOSITOR - ---------------------- Robert C. Salipante* - ---------------------- Thomas J. McInerney* - ---------------------- Wayne R. Huneke* - ---------------------- Mark A. Tullis* - ---------------------- Phillip R. Lowery* Attest: /s/ Marilyn Talman ------------------------ Marilyn Talman Vice President, Associate General Counsel and Assistant Secretary of Depositor *Executed by Marilyn Talman on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # - ---- ------- ------ 8(n) Reinsurance Agreement, effective 01/01/00, between Golden American and Security Life of Denver International Limited EX-99.B8N 8(o) Letter of Credit between Security Life of Denver International Limited and The Bank of New York for the benefit of Golden American EX-99.B8O 8(p) Form of Participation Agreement between Golden American and Pilgrim Variable Products Trust EX-99.B8P 8(q) Form of Participation Agreement between Golden American and ProFunds EX-99.B8Q 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 Power of Attorney EX-99.B15 16 Subsidiaries of ING Groep N.V. EX-99.B16 EX-99.B8N 2 reinsuranceagreement.txt REINSURANCE AGREEMENT BETWEEN GALIC AND SLD AUTOMATIC REINSURANCE AGREEMENT Between GOLDEN AMERICAN LIFE INSURANCE COMPANY a Delaware Corporation (referred to as the Reinsured) and SECURITY LIFE OF DENVER INTERNATIONAL LIMITED of Hamilton, Bermuda (referred to as the Reinsurer) EFFECTIVE JANUARY 1, 2000. TABLE OF CONTENTS ARTICLE PAGE No. 1. Definitions .............................................................1 2. Parties to Agreement ....................................................2 3. Indemnification and Terms of Reinsurance ................................2 4. Reinsurance Premiums ....................................................2 5. Accounting and Reporting ................................................2 6. Claims ..................................................................3 7. Term of this Agreement and Recapture ....................................3 8. Policy Changes, Reductions, Terminations and Reinstatements .............4 9. No Liability for Damages ................................................4 10. General Terms ...........................................................5 11. Insolvency ..............................................................7 12. Arbitration .............................................................8 13. DAC Tax - Section 1.848-2(g)(8) Election ................................8 14. Basis of Interpretation .................................................9 15. Assessments .............................................................9 16. Credit for Reinsurance ..................................................9 17. Execution ..............................................................11 SCHEDULE A - Business Reinsured..............................................12 SCHEDULE B - Monthly Reporting...............................................14 SCHEDULE C - Quarterly Reporting.............................................15 SCHEDULE D - Annual Reporting................................................16 SCHEDULE E - Letter of Credit................................................17 This Automatic Reinsurance Agreement, effective January 1, 2000, is between Golden American Life Insurance Company, a Delaware Corporation and Security Life of Denver International Limited of Hamilton Bermuda. 1 DEFINITIONS a. The ACCOUNTING PERIOD is a calendar month. b. The ACCUMULATION VALUE is the sum of the amounts in each of the Divisions of the Variable Separate and General Accounts and allocations to the Fixed Account adjusted to reflect any Market Value Adjustments. c. This AGREEMENT is between the Ceding Company and the Reinsurer whereby the Reinsurer agrees to provide Automatic Yearly Renewable Term Reinsurance on the Covered Policies as described in the terms and conditions hereto. d. The AGREEMENT EFFECTIVE DATE is January 1, 2000. e. APPLICABLE FUNDS are defined as all separate account variable funds and all fixed accounts offered for investment in the Policy Forms of the Covered Policies, excluding Non-applicable funds. f. The CEDING COMPANY is Golden American Life Insurance Company (1475 Dunwoody Drive, West Chester, Pennsylvania 19380). g. A CLAIM for the MGDB is defined as the contractual liability under the Ceding Company's in-force Policy arising from the actual death of the owner (or upon the death of the first owner in the case where there are joint owners) or upon the death of the annuitant if the owner is a non-natural person. h. A CLAIM for a Living Benefit is defined as the contractual liability under the Ceding Company's in-force Policy arising from a Living Benefit rider listed in Schedule A. i. A COVERED POLICY is defined as a Minimum Guaranteed Death Benefit ("MGDB") and/or Living Benefit Rider under variable and fixed annuity Policies specified in Schedule A that are directly written by the Ceding Company and reinsured under this Agreement. j. A BENEFIT is defined as the benefit provision associated with the Covered Policy. A Covered Policy may provide for one or more Benefits as listed in Exhibit A and Exhibit B. k. The BENEFIT AMOUNT is described in the applicable contracts listed in Schedule A and is determined based on the Benefit provided under the Covered Policy. l. The NET AMOUNT AT RISK for each Benefit is defined pursuant to Exhibits A(I) and B(I), depending on the Benefit. m. The PARTIES to the Agreement are the Ceding Company and the Reinsurer. n. The POLICY is the underlying policy directly written by the Ceding Company to which the Covered Policy relates, including any riders. 1 of 26 o. REINSURANCE BENEFITS are defined as the reinsurance benefits paid by the Reinsurer to the Ceding Company related to Claims on Covered Policies. The maximum Reinsurance Benefit payable to the Ceding Company under each Covered Policy is the Reinsured Net Amount at Risk for each Benefit. p. The REINSURANCE RESERVE is the reserve held by the Reinsurer for which the Ceding Company is eligible to take reserve credit on a US Statutory basis. q. The REINSURED NET AMOUNT AT RISK is equal to 100% times the Net Amount at Risk, less the amount of such risk reinsured by other reinsurance agreements. r. The REINSURER is Security Life of Denver International, Limited (Continental building, 25 Church Street, P.O. Box HM 1978, Hamilton HM HX, Bermuda). 2. PARTIES TO AGREEMENT This Agreement is solely between the Reinsurer and the Ceding Company. There is no third party beneficiary to this Agreement. Reinsurance under this Agreement will not create any right nor legal relationship between the Reinsurer and any third party, including, without limitation, annuitants, insureds, certificate or contract holders, employees, dependents, beneficiaries, policy owners, agents, or assignees. 3. INDEMNIFICATION AND TERMS OF REINSURANCE Subject to the terms and conditions of this Agreement, the Reinsurer indemnifies the Reinsured Net Amount at Risk associated with the Covered Policies specified in Schedule A. The Reinsurer's liability under this Agreement follows the contractual liability of the Ceding Company under the Covered Policy. 4. REINSURANCE PREMIUMS The Base Reinsurance Premium for each Benefit is determined for each Accounting Period and is equal to the current monthly MGDB charge for the Accounting Period, as defined in Exhibit A, times the corresponding nominal MGDB charge base, as defined in Exhibit C, plus the current monthly Living Benefit charge for the Accounting Period, as defined in Exhibit B, times the corresponding nominal living benefit charge base, as defined in Exhibit C. Current charges may be changed by the Reinsurer upon 90 days notice but may not exceed the guaranteed charges specified in Exhibits A and B. The Total Base Reinsurance Premium for an Accounting Period is the sum of the Base Reinsurance Premium for each Benefit provided under the Covered Policy. 5. ACCOUNTING AND REPORTING a. Total Base Reinsurance Premiums are due on the last day of the Accounting Period. b. The Net Settlement shall be determined for each Accounting Period as the Total Base Reinsurance Premiums less the Reinsurance Benefits paid during the Accounting Period. If the Net Settlement is greater than zero, the Ceding Company shall pay that amount to the Reinsurer. If the Net Settlement is less than zero, the Reinsurer shall pay the absolute value of that amount to the Ceding Company. The Net Settlement shall be paid within forty-five (45) days after the close of the Accounting Period. 2 of 26 c. Not later than twenty-one (21) days after the end of each calendar month, the Ceding Company will submit a report substantially in accord with Schedule B. The Ceding Company agrees to provide or make available to the Reinsurer such documentation as may be necessary to support the items reported. d. Not later than twenty-one (21) days after the end of each calendar quarter, the Ceding Company will submit a report substantially in accord with Schedule C. e. Not later than twenty-one (21) days after the end of each calendar year, the Ceding Company will submit a report substantially in accord with Schedule D. f. The Ceding Company will provide liability valuation information as mutually agreed upon. g. Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the Ceding Company, or its liquidator, receiver or statutory successor, or the Reinsurer with respect to this Agreement and any other agreements between the Ceding Company, or its liquidator, receiver or statutory successor and the Reinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid. 6. CLAIMS a. Notice Of Claim. Ceding Company will notify Reinsurer, as soon as reasonably possible, after it receives a Claim or when a living benefit claim is due. The amount payable by the Reinsurer will be the Reinsured Net Amount at Risk as of the date determined pursuant to the underlying contract. For the MGIB rider, the Reinsured Net Amount at Risk shall be payable as of the date the rider is exercised. For the MGAB and MGWB riders, amounts payable under this agreement shall be calculated and payable at the same time as the benefit under the contract. b. Proofs. The Ceding Company will provide, at the Reinsurer's request, proper Claim proofs (including, for example, proofs required under the policy), all relevant information respecting the existence and validity of the Claim, and an itemized statement of the Claim benefits paid by Ceding Company under the policy. c. Amount and Payment of Claims. The Reinsurer will pay the amount of the Reinsurance Benefits due and owing to Ceding Company as provided in Section 5. The Ceding Company's contractual liability for Claims is binding on the Reinsurer. The maximum Reinsurance Benefit payable to the Ceding Company under each Covered Policy is the Reinsured Net Amount at Risk for each Benefit. 7. TERM OF THIS AGREEMENT AND RECAPTURE The reinsurance provided under this Agreement for each Covered Policy will be maintained and continued as long as the Policy is in force. This Agreement may be terminated with respect to new business by either party upon 90 days written notice to the other party. Reinsurance under this Agreement may be terminated for inforce business by mutual agreement of the parties. 3 of 26 The Reinsurer has the right to terminate this Agreement for all Covered Policies in the event that the Ceding Company fails to pay Reinsurance Premiums within 60 days after the Due Date for Covered Policies previously ceded under this Agreement. Such termination is subject to 30 days advance written notice from the Reinsurer to the Ceding Company. Said notice will be delivered by certified or registered mail. The effective date of termination is the 31st day after the date of the advance written notice from the Reinsurer to the Ceding Company of its intention of termination. 8. POLICY CHANGES, REDUCTIONS, TERMINATIONS AND REINSTATEMENTS a. If a change is made to the terms and conditions of a Policy that increases or reduces the contractual liability of the Ceding Company, such change shall be reflected accordingly in the reinsurance of the Covered Policy. The Reinsurer shall share in such change in proportion to its respective contractual liability under this Agreement. b. Any reduction or termination to the reinsurance of a Covered Policy is permitted only when the underlying policyholder directs such a reduction or termination of the Policy that is in force at the time that the reduction or termination takes place. If a Policy becomes annuitized (goes into pay-out status under an immediate annuity option offered in the contract) or the MGIB Rider is exercised and is therefore deemed terminated by the Ceding Company, the Covered Policy shall be terminated for reinsurance as of the date of annuitization. The Reinsurer shall have no further liability for the annuitized Policy. Full surrender will result in termination of the reinsurance of the Covered Policy. Payment of Claims under the MGAB or MGWB rider will not terminate the reinsurance coverage of other Benefits. c. Reinsurance coverage shall continue after Reinsurance Benefits are paid with respect to continuing coverage included in Schedule A. d. If a Policy of the Ceding Company is reduced, terminated or lapsed and is subsequently reinstated by the Ceding Company under its regular rules, the Covered Policy will be reinstated automatically and the Benefit Amount shall equal the Benefit Amount that would have been inforce if the Policy had not been reduced, terminated, or lapsed. The Ceding Company will pay to the Reinsurer its proper share of all amounts collected from or charged to the insured. e. Reinsurance terminated due to the Ceding Company's failure to pay Reinsurance Premiums within 60 days after the Due Date may be reinstated by the Ceding Company. The Ceding Company may reinstate such terminated reinsurance if, within sixty days after the effective date of its termination, the Ceding Company pays in full all of the unpaid Reinsurance Premiums to the Reinsurer. The Reinsurer is not liable for any Reinsurance Benefits related to Claims occurring subsequent to the termination date and prior to reinstatement. 9. NO LIABILITY FOR DAMAGES The Reinsurer will not participate in and shall not be liable to pay the Ceding Company or others for any amounts in excess of the Reinsured Net Amount at Risk on the Covered Policies for which a Claim occurs, for example, no Extracontractual Damages or liabilities and related expenses and fees. Extracontractual Damages are any damages for acts or omissions awarded against the Ceding Company, including, for example, those resulting from negligent, reckless or intentional conduct, fraud, oppression, or bad faith committed by the Ceding Company. The Ceding Company agrees that it will not make the Reinsurer a party to any litigation between any such third party and the Ceding Company. 4 of 26 The excluded Extracontractual Damages shall include, by way of example: a. actual and consequential damages; b. damages for emotional distress or oppression; c. punitive, exemplary or compensatory damages; d. statutory damages, regulatory fines, or penalties; e. amounts in excess of the risk reinsured hereunder that the Ceding Company pays to settle a dispute or Claim; f. third-party attorney fees, costs and expenses. 10. GENERAL TERMS a. Errors and Omissions. If there is an unintentional oversight or misunderstanding in the administration of this Agreement by either company, it can be corrected provided the correction takes place promptly after the oversight or misunderstanding is first discovered. Both companies will be restored to the position they would have occupied had the oversight or misunderstanding not occurred. b. Inspection. The Reinsurer will have the right at any reasonable time to inspect all books, records, papers, files, policies, procedures and other matters respecting this Agreement on not less than one day's notice. The Ceding Company agrees to provide a reasonable work space for such inspection, to cooperate fully and to disclose the existence of and to produce any and all necessary and reasonable materials requested by the Reinsurer. The Reinsurer may copy or otherwise reproduce at its cost any of the materials that are the subject of inspection. c. Binding Terms. The terms of this Agreement are binding upon the Parties, their representatives, successors, and assigns. The Parties to this Agreement are bound by ongoing and continuing obligations and liabilities until the later of the date: this Agreement terminates, or the underlying policies are no longer in force. This Agreement shall not be bifurcated, partially assigned, or partially assumed. d. This Agreement is entered into in reliance on the utmost good faith of the parties including, for example, their representations and disclosures. It requires the continuing utmost good faith of the Parties; their representatives, successors, and assigns. For example, the Ceding Company has a duty of full fair disclosure of all information respecting the formation and continuation of this contract, the business reinsured, underwriting and policy issues (rules, practices, and staff), the financial condition, studies and reports on the business reinsured, and the solvency of the Ceding Company, etc. e. Assignment and Acquisitions. This Agreement is applicable only to reinsurance of Covered Policies directly written by the Ceding Company. Any Covered Policies acquired through merger or acquisition of another company, reinsurance, or purchase of another company's policies are not included under the terms of this Agreement without the prior written consent of the Reinsurer. This contract cannot by partially assigned, partially assumed nor bifurcated in any way. 5 of 26 f. Survival. 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. g. No Non-Forfeiture or Cash Values in YRT Treaties. This Agreement provides Reinsurance Benefits only, and does not contain reinsurance non-forfeiture or cash values of any kind. For example, there are no surrender or termination values, and the Reinsurer does not participate in policy loans or other forms of indebtedness on the business reinsured under this Agreement. h. Notices. All notices and other communications by one Party must be in writing and will be deemed effective upon delivery to the other Party at the address set forth below: If to the Ceding Company: David L. Jacobson Senior Vice President Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, Pennsylvania 19380 If to the Reinsurer: Nicholas E. J. Wheeler Vice President Security Life of Denver International Continental Building 25 Church Street, P.O. Box HM 1978 Hamilton HM HX, Bermuda 6 of 26 11. INSOLVENCY In the event of the declared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance shall be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Reinsured as a result of claims allowed against the Reinsured by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Reinsured or because the liquidator, receiver, conservator or statutory successor of the Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured shall give written notice to the Reinsurer of the pendency of a claim involving the Reinsured indicating which of the policies would involve possible liability on the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after the claim is filed in the conservation, liquidation, receivership or other proceeding. During the pendency of any claim, the Reinsurer may investigate the same and interpose, at its own expense, in the proceeding where that claim is to be adjudicated, any defense or defenses that it may deem available to the Reinsured, to its policyholder, or to any liquidator, receiver or statutory successor of the Reinsured. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense on conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law. Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the Ceding Company, or its liquidator, receiver or statutory successor, or the Reinsurer with respect to this Agreement and any other agreements between the Ceding Company, or its liquidator, receiver or statutory successor and the Reinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid. 7 of 26 12. ARBITRATION a. General. Notwithstanding any other provision, all disputes and other matters in question between the parties, arising out of, or relating to this Agreement, shall be submitted exclusively to arbitration upon the written request of either Party; except a Party shall not be prevented from filing and prosecuting a suit in a court of competent jurisdiction solely for the purpose of obtaining equitable relief, including, for example, injunction or enforcement of subpoenas. The disputes and matters subject to arbitration include, but are not limited to disputes upon or after termination of this Agreement, and issues respecting the existence, scope, and validity of this Agreement. The arbitrators are to seek efficiencies in time and expense. The arbitrators are not bound to comply strictly with the rules of evidence. The arbitration panel also has, for example, the authority to issue subpoenas to third parties compelling prehearing depositions, and for document production. b. Notice. To initiate arbitration, one of the parties will notify the other, in writing, of its desire to arbitrate. The notice will state the nature of the dispute and the desired remedies. The Party to which the notice is sent will respond to the notification in writing within 10 days of receipt of the notice. At that time, the responding Party will state any additional dispute it may have regarding the subject of arbitration. c. Procedure. Arbitration will be heard before a panel of three arbitrators. The arbitrators will be executive officers of life insurance or reinsurance companies; however, these companies will not be either Party nor their affiliates. Each Party will appoint one arbitrator. Notice of the appointment of these arbitrators will be given by each Party to the other Party within 30 days of the date of mailing of the notification initiating the arbitration. These two arbitrators will, as soon as possible, but no longer than 45 days after the day of the mailing of the notification initiating the arbitration, then select the third arbitrator. Should either Party fail to appoint an arbitrator or should the two initial arbitrators be unable to agree on the choice of a third arbitrator, each arbitrator will nominate three candidates, two of whom the other will decline, and the decision will be made by drawing lots on the final selection. Once chosen, the three arbitrators will have the authority to decide all substantive and procedural issues by a majority vote. The arbitration hearing will be held on the date fixed by the arbitrators at a location agreed upon by the parties. The arbitrators will issue a written decision from which there will be no appeal. Either Party may reduce this decision to a judgment before any court which has jurisdiction of the subject of the arbitration. d. Costs. The arbitration panel may, in its discretion, award attorneys' fees, costs, expert witness fees, expenses and interest, all as it deems appropriate to the prevailing Party. 13. DAC TAX - SECTION 1.848-2(g)(8)ELECTION The Reinsured and the Reinsurer hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992, 8 of 26 under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for all subsequent taxable years for which this Agreement remains in effect. a. The term "Party" will refer to either the Reinsured or the Reinsurer as appropriate. b. The terms used in this Article are defined by reference to Regulation Section 1.848-2 in effect December 1992. c. The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1). d. Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or is otherwise required by the Internal Revenue Service. e. The Reinsured will submit a schedule to the Reinsurer by May 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement signed by an officer of the Reinsured stating that the Reinsured will report such net consideration in its tax return for the preceding calendar year. f. The Reinsurer may contest such calculation by providing an alternative calculation to the Reinsured in writing within thirty days of the Reinsurer's receipt of the Reinsured's calculation. If the Reinsurer does not so notify the Reinsured, the Reinsurer will report the net consideration as determined by the Reinsured in the Reinsurer's tax return for the previous calendar year. g. If the Reinsurer contests the Reinsured's calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Reinsurer submits its alternative calculation. If the Reinsured and the Reinsurer reach agreement on an amount of net consideration, each Party shall report such amount in their respective tax returns for the previous calendar year. 14. BASIS OF INTERPRETATION All computations and payments will be made in U.S. dollars. This Agreement is governed by and construed in accordance with the laws of Delaware and any applicable federal law. In the event of the need for a judicial determination respecting this Agreement, the Reinsurer will consent to the jurisdiction of any court of general jurisdiction within the State of Delaware. The Reinsurer agrees to comply with all requirements necessary to give such court jurisdiction and agrees to abide by the final decision of such court or any appellate court in the event of an appeal. 15. ASSESSMENTS The Ceding Company is solely responsible for all excise taxes, premium taxes, and any other assessments. 16. CREDIT FOR REINSURANCE 1. The Reinsurer shall provide to the Ceding Company a letter of credit substantially in the form of Schedule E for an amount equal to the Reinsurance Reserve (including the Reinsurance benefits in course of 9 of 26 settlement and unreported Reinsurance Benefits). Such letter of credit shall be issued by a United States financial institution that complies with the standards required from time to time by the Securities Valuation Office of the National Association of Insurance Commissioners. The letter of credit shall be effective no later than and in the possession of the Ceding Company on or before the effective date of its annual statement or, if required by state law or regulation, on or before the effective date of its quarterly statements. 2. The Ceding Company will provide, from time to time, to the financial institution issuing the letter of credit evidence of corporate authority for signatories to draw under the letter of credit and shall specify to the issuing bank that at least two of such signatories are required for each drawing. Such authorized signatories shall be designated by corporate authority of the Ceding Company. 3. The Ceding Company and the Reinsurer agree that the letter of credit may be drawn upon at any time, notwithstanding any other provisions in this Agreement, for the following purposes; (a) to reimburse the Ceding Company for the Reinsurer's share of premiums returned to the owners of the Policies on account of cancellations; (b) to reimburse the Ceding Company for the Reinsurer's share of surrenders and benefits or losses paid by the Ceding Company under the terms and provisions of the Policies; (c) to fund an account (Funded Account) with the Ceding Company in an amount at least equal to the deduction for reinsurance ceded, from the Ceding Company's liabilities for Covered Policies. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premiums (For the avoidance of doubt, the amounts to be funded by the Reinsurer under this Paragraph 16 (3c) shall relate solely to policies which are Covered Policies.); and (d) to pay any other amounts that the Ceding Company claims are due hereunder with respect to the Covered Policies. The Ceding Company shall return to the Reinsurer any amount withdrawn in excess of the actual amounts required in paragraphs (a) through (b) immediately above, or, in the case of paragraph (d) immediately above, any amounts that are subsequently determined not to be due. 4. For withdrawals by the Ceding Company for any purpose other than pursuant to paragraphs 3 (a), (b), or (d) immediately above, interest payments on the amounts withheld shall be paid in cash to the Reinsurer to the extent that the balance of the Funded Account and letter of credit exceed the Reinsurance Reserve. The interest rate respecting the balance in the Funded Account is determined as the prime rate of interest. Upon termination of this Agreement the Ceding Company shall remit any remaining balance of the Funded Account. Not withstanding the foregoing, this Agreement permits the award, by any arbitration panel or court of competent jurisdiction, of: i. interest at a rate different from that provided in this paragraph, ii. court or arbitration costs, iii.attorney's fees, and iv. any other reasonable expenses. 10 of 26 All of the foregoing provisions are to be applied without diminution because of insolvency on the part of either Party. The Ceding Company warrants that any drawings under the Letter of Credit shall conform to the foregoing requirements of Article 16, Paragraph 3 hereto. 5. The Ceding Company will provide in writing to the Reinsurer the estimated amount of the Reinsurance Reserve by no later than 30 days prior to the date of the Ceding Company's statutory statement in its State of Domicile. Such written estimate shall include supporting information regarding the calculation of the Reinsurance Reserve. If the Reinsurer disagrees with the estimated Reinsurance Reserve, it will within 5 days notify the Ceding Company. The Parties agree to be expeditious and reasonable in resolving such dispute. The Ceding Company understands, that if no estimated Reinsurance Reserve or supporting information pursuant to Schedule C is provided to the Reinsurer as above, insufficiency of the amount of the Letter of Credit is no fault of the Reinsurer. In the event that i) the Parties agree to the use of another financial institution or ii) the Letter of Credit is no longer required under the terms and conditions of this Agreement, the Ceding Company agrees to cooperate and provide its approval of the cancellation of the Letter of Credit to the financial institution issuing the Letter of Credit. 17. EXECUTION In witness of the above, this Agreement is signed in duplicate Date Signed 12/28/2000 ------------------- Golden American Life Security Life of Denver Insurance Company International, Limited Signed by /s/ Antonio M. Muniz Signed by /s/ Angus Hyslop ------------------- ------------------- Title Vice President Title Vice President ------------------- ------------------- 11 of 26 SCHEDULE A BUSINESS REINSURED 1. Covered Policies. All policies sold on the policy forms listed below, including endorsements, issued on or after January 1, 2000.
2. Form Name and Type Form Number DVA Plus -------- Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1007-04/95 Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1007-04/95 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1007-04/95 Deferred Variable Annuity Contract (Individual GID) GA-IA-1008-04/95 Access ------ Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1034-02/97 Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1034-02/97 Deferred Variable Annuity Contract (Individual GID) GA-IA-1035-02/97 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1034-02/97 Premium Plus ------------ Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1036-02/97 Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1036-02/97 Deferred Variable Annuity Contract (Individual GID) GA-IA-1037-02/97 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1036-02/97 Value ----- Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1042-01/98 Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1042-01/98 Deferred Variable Annuity Contract (Individual GID) GA-IA-1043-01/98 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1042-01/98 ESII ---- Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1032-02/97 Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1032-02/97 Deferred Variable Annuity Contract (Ind. GID) GA-IA-1033-02/97 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1032-02/97 Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA) GA-IA-1074 Deferred Combination Variable & Fixed Annuity Certificate (Group) GA-CA-1074 Deferred Variable Annuity Contract (Ind. GID) GA-IA-1075 Deferred Combination Variable & Fixed Annuity Master Contract (Group) GA-MA-1074
12 of 26 Other Form Number ----- Deferred Variable Annuity Contract (Individual) WC-GAL-DVA-11/88 Deferred Variable Annuity Certificate (Group) WC-GAL-DGC-9/88 Deferred Variable Annuity Master Contract (Group) WC-GAL-GDA-9/88 Minimum Guaranteed Income Benefit Rider GA-RA-1047 Minimum Guaranteed Accumulation Benefit Rider GA-RA-1045 Minimum Guaranteed Withdrawal Benefit Rider GA-RA-1048 3. Additional Forms Additional forms are variable annuities with identical mechanism and substantially similar funds. The contract and the prospective fund descriptions will be submitted to the Reinsurer for review prior to inclusion in this Agreement. 4. Non-applicable Funds STANDARD DEATH BENEFIT: Non-applicable funds are all general account fixed interest rate funds and all separate account fixed interest rate funds. ANNUAL RATCHET AND DEFERRED ANNUAL RATCHET ENHANCED DEATH BENEFITS: Non-applicable funds are all general account fixed interest rate funds and all separate account fixed interest rate funds. MAX 5.5% AND 5.5% SOLUTION ENHANCED DEATH BENEFITS: Non-applicable funds are all general account fixed interest rate funds, all separate account fixed interest rate funds, and all separate account variable funds in which the applicable enhanced death benefit rate, as defined in the contract, is the net return or net rate of return of the fund, if it is less than 5.5%. MAX 7%, AND 7% SOLUTION ENHANCED DEATH BENEFITS: Non-applicable funds are all general account fixed interest rate funds and all separate account fixed interest rate funds, all separate account fixed interest rate funds, and all separate account variable funds in which the applicable enhanced death benefit rate, as defined in the contract, is the net return or net rate of return of the fund, if it is less than 7%. ALL DEATH BENEFITS: Non-applicable Funds also includes any specially designated separate account variable fund for which the corresponding portion of the contract's guaranteed death benefit equals the portion of the contract's accumulation value allocated to that fund. 5. Statutory Reserving Standards The Reinsurer shall establish adequate net reinsurance reserves pursuant to the requirement of any regulatory authority having jurisdiction over the Ceding Company and comply with any other statutory requirements necessary for the Ceding Company to take full statutory credit for reinsurance ceded up to the full amount that the Ceding Company would have established for the risks reinsured under the agreement. 13 of 26 SCHEDULE B MONTHLY REPORTING 1. Reinsurance Premiums payable by the Ceding Company and due the Reinsurer as of the close of the reported Accounting Period. 2. Reinsurance Benefits payable by the Reinsurer and due the Ceding Company as of the close of the reported Accounting Period. 3. Current Accumulation Value split by fund and Benefit. 4. Annualized unit return on each fund. 14 of 26 SCHEDULE C QUARTERLY REPORTING Due twenty-one days after quarter end: 1. Current Accumulation Value split by Benefit, fund, sex, quinquennial attained age group and policy duration. 2. Cash surrender value and Net Amount at Risk split by Benefit, sex and quinquennial attained age group, and policy duration. 3 Reinsurance Reserve 15 of 26 SCHEDULE D ANNUAL REPORTING NOTIFICATION OF ANY CHANGE IN FUND STRUCTURE, E.G., ADDITION OR DELETION OF FUND, CHANGE IN INVESTMENT POLICY OR FUND MANAGER, ETC. 16 of 26 SCHEDULE E LETTER OF CREDIT LETTER OF CREDIT (Name of Bank) (Address) FOR INTERNAL IDENTIFICATION PURPOSES ONLY Our No.______________________________________________________________________ Other________________________________________________________________________ Accountholder/Applicant______________________________________________________ (Reinsurer)__________________________________________________________________ Beneficiary's State of Domicile______________________________________________ Irrevocable Clean Letter of Credit No.____________Issue Date______________ To Beneficiary: (Name) + (Address) We have established this clean, irrevocable, and unconditional Letter of Credit in your favor as beneficiary for drawings up to U.S. $___________ effective immediately. This Letter of Credit is issued, presentable and payable at our office at (issuing bank address) and expires with our close of business on ______________. Except when the amount of this Letter of Credit is increased, this Credit cannot be modified or revoked without your consent. The term "Beneficiary" includes any successor by operation of law of the named Beneficiary including without limitation any liquidator, rehabilitator, receiver or conservator. Drawings by any liquidator, rehabilitator, receiver or conservator shall be for the benefit of all of the Beneficiary's policyholders. We hereby undertake to promptly honor your sight draft(s) drawn on us, indicating our Credit No.__________, for all or any part of this Credit upon presentation of your draft drawn on us at our office specified in paragraph one on or before the expiration date hereof or any automatically extended expiry date. Except as expressly stated herein, this undertaking is not subject to any agreement, requirement or qualification. The obligation of (issuing bank) under this Credit is the individual obligation of (issuing bank) and is in no way contingent upon reimbursement with respect thereto, or upon our ability to perfect any lien, security interest or any other reimbursement. This Letter of Credit is deemed to be automatically extended without amendment for one year from the expiration date or any future expiration date, unless thirty days prior to such expiration date, we notify Golden American Life Insurance Company and Security Life of Denver International, Limited by Registered Mail that this Letter of Credit will not be renewed for any such additional period. This Letter of Credit is subject to and governed by the laws of the State of New York and the 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication No. 500) and in the event of any conflict the Laws of New York will control. If this credit expires during an interruption of business as described in Article 17 of said Publication 500, the bank hereby specifically agrees to effect payment if this Credit is drawn against within 30 days after the resumption of business. 17 of 26 EXHIBIT A MGDB BENEFITS Terminology applicable to this Exhibit. Max 7% - Max 7 Enhanced Death Benefit Max 5.5% - Max 5.5 Enhanced Death Benefit 7% Solution - 7% Solution Enhanced Death Benefit 5.5% Solution - 5.5% Solution Enhanced Death Benefit Deferred Ratchet - Deferred Ratchet Death Benefit (ESII Product) Annual Ratchet - Annual Ratchet Enhanced Death Benefit Standard - Standard Death Benefit 10 Year MGAB - Minimum Guaranteed Accumulation Benefit (10 year benefit) 20 Year MGAB - Minimum Guaranteed Accumulation Benefit (20 year benefit) MGIB - Minimum Guaranteed Income Benefit MGWB - Minimum Guaranteed Withdrawal Benefit bp - basis points I. NET AMOUNT AT RISK FOR MGDB BENEFIT The NET AMOUNT AT RISK for the MGDB Benefit is defined as i) minus ii), if positive; otherwise zero: i) the Death Benefit payable under the policy terms. ii) the Accumulation Value. In the case where a death benefit "step-up" is credited to the Accumulation Value under: a.) spousal continuation, the Net Amount at Risk shall be the "step-up" amount. Reinsurance coverage shall continue after such reimbursement, with the Net Amount at Risk calculated as above. b.) non-spousal continuation, the Net Amount at Risk shall be the "step-up" amount. Reinsurance coverage will terminate after such reimbursement. 18 of 26
EXHIBIT A MGDB BENEFIT II. CURRENT AND GUARANTEED ANNUAL MGDB CHARGES Monthly charge is 1/12 of the annual charge factor. 1. Premium Plus Product ================================= ===================== ==================== ============================= Death Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= Max 7%, < 40 5 100 On Applicable Funds 40-49 12 100 50-59 28 100 60-69 46 112 > 70 83 157 --------------------------------- --------------------- -------------------- ----------------------------- Max 5.5%, < 40 4 100 On Applicable Funds 40-49 10 100 50-59 23 100 60-69 38 100 > 70 74 130 --------------------------------- --------------------- -------------------- ----------------------------- 7% Solution, < 40 4 100 On Applicable Funds 40-49 10 100 50-59 25 100 60-69 41 100 > 70 77 138 --------------------------------- --------------------- -------------------- ----------------------------- 5.5% Solution, < 40 4 100 On Applicable Funds 40-49 8 100 50-59 20 100 60-69 31 100 > 70 67 107 --------------------------------- --------------------- -------------------- ----------------------------- Annual Ratchet, < 40 3 100 On Applicable Funds 40-49 7 100 50-59 14 100 60-69 21 100 > 70 38 100 --------------------------------- --------------------- -------------------- ----------------------------- Standard, < 40 1 100 On Applicable Funds 40-49 2 100 50-59 5 100 60-69 8 100 70-79 19 100 > 79 38 100 --------------------------------- --------------------- -------------------- ----------------------------- All Death Benefits, All 0 0 On Non-Applicable Funds ================================= ===================== ==================== ============================= 19 of 26
EXHIBIT A CURRENT AND GUARANTEED ANNUAL MGDB CHARGES ------------------------------------------ Monthly charge is 1/12 of the annual charge factor. 2. DVA Plus, ES II and Value Products ================================= ===================== ==================== ============================= Death Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= Max 7%, < 40 5 100 On Applicable Funds 40-49 11 100 50-59 26 100 60-69 44 105 > 70 80 150 --------------------------------- --------------------- -------------------- ----------------------------- Max 5.5%, < 40 4 100 On Applicable Funds 40-49 9 100 50-59 22 100 60-69 36 100 > 70 72 127 --------------------------------- --------------------- -------------------- ----------------------------- 7% Solution, < 40 4 100 On Applicable Funds 40-49 10 100 50-59 23 100 60-69 39 100 > 70 73 129 --------------------------------- --------------------- -------------------- ----------------------------- 5.5% Solution, < 40 3 100 On Applicable Funds 40-49 8 100 50-59 18 100 60-69 30 100 > 70 64 102 --------------------------------- --------------------- -------------------- ----------------------------- Annual Ratchet, < 40 3 100 On Applicable Funds 40-49 7 100 50-59 14 100 60-69 21 100 > 70 38 100 --------------------------------- --------------------- -------------------- ----------------------------- Deferred Ratchet, < 40 3 100 On Applicable Funds 40-49 7 100 50-59 14 100 60-65 21 100 66-75 38 100 > 75 NA NA --------------------------------- --------------------- -------------------- ----------------------------- Standard, < 40 1 100 On Applicable Funds 40-49 2 100 50-59 5 100 60-69 8 100 70-79 19 100 > 79 50 100 --------------------------------- --------------------- -------------------- ----------------------------- All Death Benefits, All 0 0 On Non-Applicable Funds ================================= ===================== ==================== ============================= 20 of 26
EXHIBIT A CURRENT AND GUARANTEED ANNUAL MGDB CHARGES ------------------------------------------ Monthly charge is 1/12 of the annual charge factor. 3. Access Product ================================= ===================== ==================== ============================= Death Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= Max 7%, < 40 5 100 On Applicable Funds 40-49 10 100 50-59 25 100 60-69 42 101 > 70 76 143 --------------------------------- --------------------- -------------------- ----------------------------- Max 5.5%, < 40 4 100 On Applicable Funds 40-49 9 100 50-59 21 100 60-69 34 100 > 70 68 119 --------------------------------- --------------------- -------------------- ----------------------------- 7% Solution, < 40 4 100 On Applicable Funds 40-49 9 100 50-59 22 100 60-69 37 100 > 70 69 124 --------------------------------- --------------------- -------------------- ----------------------------- 5.5% Solution, < 40 3 100 On Applicable Funds 40-49 7 100 50-59 17 100 60-69 28 100 > 70 59 100 --------------------------------- --------------------- -------------------- ----------------------------- Annual Ratchet, < 40 3 100 On Applicable Funds 40-49 7 100 50-59 14 100 60-69 21 100 > 70 38 100 --------------------------------- --------------------- -------------------- ----------------------------- Standard, < 40 1 100 On Applicable Funds 40-49 2 100 50-59 5 100 60-69 7 100 70-79 18 100 > 79 43 100 --------------------------------- --------------------- -------------------- ----------------------------- All Death Benefits, All 0 0 On Non-Applicable Funds ================================= ===================== ==================== ============================= 21 of 26
EXHIBIT B LIVING BENEFITS --------------- Terminology applicable to this Exhibit. -------------------------------------- 10 Year MGAB - Minimum Guaranteed Accumulation Benefit (10 year benefit) 20 Year MGAB - Minimum Guaranteed Accumulation Benefit (20 year benefit) MGIB - Minimum Guaranteed Income Benefit MGWB - Minimum Guaranteed Withdrawal Benefit bp - basis points I. NET AMOUNT AT RISK a. The NET AMOUNT AT RISK for the Minimum Guaranteed Accumulation Benefit at the end of the Waiting Period is equal to i) minus ii), but not less than zero, where: i) is Minimum Guaranteed Accumulation Benefit Base (as defined in attached rider form); ii) is Accumulation Value, excluding any Market Value Adjustments. During the Waiting Period, the Net Amount at Risk is equal to zero. b. The NET AMOUNT AT RISK for the Minimum Guaranteed Income Benefit at the date of rider exercise (at or after the end of the Waiting Period) is equal to: J times (L/K - 1), but not less than zero, where J is the Accumulation Value. K is the periodic income if the Accumulation Value were annuitized at the guaranteed policy rate for the same type of payout as the MGIB and on the same date. L is the periodic income paid under the MGIB. During the Waiting Period, the Net Amount at Risk is equal to zero. c. The NET AMOUNT AT RISK for the Minimum Guaranteed Withdrawal Benefit is equal to any Minimum Guaranteed Withdrawal Benefit payment made by the Ceding Company while the contract is in Automatic Withdrawal Status (as defined in the attached rider form). 22 of 26
EXHIBIT B CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES ---------------------------------------------------- Monthly charge is 1/12 of the annual charge factor 1. Premium Plus Product ================================= ===================== ==================== ============================= Living Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= 10 Year MGAB < 40 24 50 40-49 24 50 50-59 24 50 60-69 24 50 > 70 24 50 --------------------------------- --------------------- -------------------- ----------------------------- 20 Year MGAB < 40 27 50 40-49 27 50 50-59 27 50 60-69 27 50 > 70 N/A N/A --------------------------------- --------------------- -------------------- ----------------------------- MGIB < 40 26 50 40-49 27 59 50-59 33 79 60-69 38 92 > 70 26 51 --------------------------------- --------------------- -------------------- ----------------------------- MGWB < 40 16 50 40-49 16 50 50-59 16 50 60-69 16 50 > 70 16 50 ================================= ===================== ==================== ============================= 23 of 26
EXHIBIT B CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES ---------------------------------------------------- Monthly charge is 1/12 of the annual charge factor 2. DVA Plus, ES II and Value Products ================================= ===================== ==================== ============================= Living Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= 10 Year MGAB < 40 24 50 40-49 24 50 50-59 24 50 60-69 24 50 > 70 24 50 --------------------------------- --------------------- -------------------- ----------------------------- 20 Year MGAB < 40 27 50 40-49 27 50 50-59 27 50 60-69 27 50 > 70 N/A N/A --------------------------------- --------------------- -------------------- ----------------------------- MGIB < 40 26 50 40-49 26 56 50-59 32 76 60-69 32 75 > 70 29 67 --------------------------------- --------------------- -------------------- ----------------------------- MGWB < 40 16 50 40-49 16 50 50-59 16 50 60-69 16 50 > 70 16 50 ================================= ===================== ==================== ============================= 24 of 26
EXHIBIT B CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES ---------------------------------------------------- Monthly charge is 1/12 of the annual charge factor 3. Access Product ================================= ===================== ==================== ============================= Living Benefit Issue Age Current (bp) Guaranteed (bp) ================================= ===================== ==================== ============================= 10 Year MGAB < 40 24 50 40-49 24 50 50-59 24 50 60-69 24 50 > 70 24 50 --------------------------------- --------------------- -------------------- ----------------------------- 20 Year MGAB < 40 27 50 40-49 27 50 50-59 27 50 60-69 27 50 > 70 N/A N/A --------------------------------- --------------------- -------------------- ----------------------------- MGIB < 40 26 50 40-49 27 52 50-59 30 69 60-69 33 79 > 70 28 63 --------------------------------- --------------------- -------------------- ----------------------------- MGWB < 40 16 50 40-49 16 50 50-59 16 50 60-69 16 50 > 70 16 50 ================================= ===================== ==================== ============================= 25 of 26
EXHIBIT C MGDB AND LIVING BENEFIT CHARGE BASE ----------------------------------- The charge base to be applied in order to determine the reinsurance premium is as shown below. The charge base for any such risks reinsured under other reinsurance agreements is excluded. Max 5.5 and Max 7 Enhanced Death Benefits Average of the beginning of period Minimum Guaranteed Death Benefit associated with Applicable Funds and the end of period Minimum Guaranteed Death Benefit associated with Applicable Funds. 5.5% Solution and 7% Solution Enhanced Death Benefits Average of the beginning of period Minimum Guaranteed Death Benefit associated with Applicable Funds and the end of period Minimum Guaranteed Death Benefit associated with Applicable Funds. Deferred Ratchet Death Benefit (ESII Product) Average of the beginning of period Minimum Guaranteed Death Benefit associated with Applicable Funds and the end of period Minimum Guaranteed Death Benefit associated with Applicable Funds. Annual Ratchet Enhanced Death Benefit Average of the beginning of period Minimum Guaranteed Death Benefit associated with Applicable Funds and the end of period Minimum Guaranteed Death Benefit associated with Applicable Funds. Standard Death Benefit Average of the beginning of period Minimum Guaranteed Death Benefit associated with Applicable Funds and the end of period Minimum Guaranteed Death Benefit associated with Applicable Funds. Minimum Guaranteed Accumulation Benefit (10 year benefit) Average of the beginning period MGAB Charge Base and the end of period MGAB Charge Base, as defined in the attached rider form. Minimum Guaranteed Accumulation Benefit (20 year benefit) Average of the beginning period MGAB Charge Base and the end of period MGAB Charge Base, as defined in the attached rider form. Minimum Guaranteed Income Benefit Average of the beginning period MGIB Base and the end of period MGIB Base, as defined in the attached rider form. Minimum Guaranteed Withdrawal Benefit Average of the beginning period eligible premiums and credits and the end of period eligible premiums and credits, as defined in the attached rider form. 26 of 26 EX-99.B8O 3 letterofcredit.txt LETTER OF CREDIT BETWEEN SLD AND BONY FOR GALIC THE BANK OF NEW YORK LETTER OF CREDIT DEPARTMENT CHURCH ST. STATION P.O. BOX 11238 NEW YORK, N.Y. 10386-1238 OUR REF. NO DATE S00042497 JANUARY 25 2001 BENEFICIARY GOLDEN AMERICAN LIFE INSURANCE CO. APPLICANT 1475 DUNWOODY DRIVE SECURITY LIFE OF DENVER WEST CHESTER, PA 19380 INTERNATIONAL, LIMITED ATTN: MR. DAVE JACOBSON 25 CHURCH STREET, P.O. BOX HM 2978, HAMILITON HM HX, BERMUDA GENTLEMEN/LADIES: OUR REFERENCE NO. S00042497 ACCOUNT OF: SECURITY LIFE OF DENVER INTERNATIONAL, LIMITED 25 CHURCH STREET, P.O. BOX HM 2978, HAMILITON HM HX, BERMUDA AVAILABLE WITH: OURSELVES BY PAYMENT DRAFTS AT SIGHT DRAWN ON THE BANK OF NEW YORK, NEW YORK, NEW YORK, AS INDICATED BELOW TO THE EXTENT OF ***USD10,500,000.00*** EXPIRY DATE: DECEMEBR 30 2001 PLACE OF EXPIRY: OUR COUNTERS ADDITIONAL DETAILS: =============================================================================== FOR INTERNAL IDENTIFICATION PURPOSES ONLY OUR LETTER OF CREDIT NO. S00042497 ACCOUNT HOLDER/APPLICANT: SECURITY LIFE OF DENVER INTERNATIONAL, LIMITED CONTINENTAL BUILDING, 25 CHURCH STREET P.O. BOX HM 2978 HAMILITON HM HX, BERMUDA ATT: ANGUS HYSLOP, PHONE NO. 441-295-8270 BENEFICIARY'S STATE OF DOMICILE: DELAWARE =============================================================================== ISSUE DATE: JANUARY 25, 2001 IRREVOCABLE CLEAN LETTER OF CREDIT NO. S00042497 TO BENEFICIARY: GOLDEN AMERICAN LIFE INSURANCE CO. 1475 DUNWOODY DRIVE WEST CHESTER, PA 19380 ATTN: MR. DAVE JACOBSON FAX 610-425-3571 WE HAVE ESTABLISHED THIS CLEAN, IRRVOCABLE, AND UNCONDITIONAL LETTER OF CREDIT IN YOUR FAVOR AS BENEFICIARY FOR DRAWINGS UP TO U.S. $10,500,000.00, EFFECTIVE DECEMEBER 31, 2000. THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT OUR OFFICE AT 101 BARCLAY STREET, NEW YORK, NEW YORK 10286, AND EXPIRES WITH OUR CLOSE OF BUSINESS ON DECEMBER 30, 2001. EXCEPT WHEN THE AMOUNT OF THIS LETTER OF CREDIT IS INCREASED, THIS CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR CONSENT. THE TERM "BENEFICIARY" INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED BENEFICIARY INCLUDING WITHOUT LIMITATION ANY LIQUIDATOR, REHABILITATOR, RECEIVER OR CONSERVATOR. DRAWINGS BY ANY LIQUIDATOR, REHABILITATOR, RECEIVER OR CONSERVATOR SHALL BE FOR THE BENEFIT OF ALL OF THE BENEFICIARY'S POLICYHOLDERS. WE HEREBBY UNDERTAKE TO PROMPTLY HONOR YOUR SIGHT DRAFT(S) DRAWN ON US, INDICATING OUR CREDIT NO. S00042497, FOR ALL OR ANY PART OF THIS CREDIT UPON PRESENTATION OF YOUR DRAFT DRWAN ON US AT OUR OFFICE SPECIFIED IN PARAGRAPH ONE ON OR BEFORE THE EXPIRATION DATE HEREOF OR ANY AUTOMATICALLY EXTENDED EXPIRY DATE. EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY AGREEMENT, REQUIREMENT OR QUALIFICATION. THE OBLIGATION OF THE BANK OF NEW YORK UNDER THIS CREDIT IS THE INDIVIDUAL OBLIGATION OF THE BANK OF NEW YORK, AND IS IN NO WAY CONTIGENT UPON REIMBURSEMENT WITH RESPECT THERETO, OR UPON OUR ABILITY TO PERFECT ANY LIEN, SECURITY INTEREST OR ANY OTHER REIMBURSEMENT. THIS LETTER OF CREDIT IS DEEMED TO BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR FROM THE EXPIRATION DATE OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST THIRTY DAYS PRIOR TO SUCH EXPIRATION DATE, WE NOTIFY GOLDEN AMERICAN LIFE INSURANCE COMPANY, 1475 DUNWOODY DRIVE, WEST CHESTER, PA 19380, AND THE REINSURER WHOSE NAME AND ADDRESS APPEAR IN THIS LETTER OF CREDIT AS ACCOUNT HOLDER/APPLICANT BY REGISTERED MAIL THAT THIS LETTER OF CREDIT WILL NOT BE RENEWED FOR ANY SUCH ADDITIONAL PERIOD. THIS LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE 1993 REVISION OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 500) AND, IN THE EVENT OF ANY CONFLICT, THE LAWS OF THE STATE OF NEW YORK WILL CONTROL. IF THIS CREDIT EXPIRES DURING AN INTERRUPTION OF BUSINESS AS DESCRIBED IN ARTICLE 17 OF SAID PUBLICATION 500, THE BANK HEREBY SPECIFICALLY AGREES TO EFFECT PAYMENT IF THIS CREDIT IS DRAWN AGAINST WITHIN 30 DAYS AFTER THE RESUMPTION OF BUSINESS. YOURS VERY TRULY, /S GEORGE M. KROL EX-99.B8P 4 formofpilgrim.txt PART. AGREE. BETWEEN GALIC & PILGRIM PARTICIPATION AGREEMENT AMONG PILGRIM VARIABLE PRODUCTS TRUST AND [INSURANCE COMPANY] AND ING PILGRIM SECURITIES, INC. THIS AGREEMENT, made and entered into as of this ____ day of April, 2001, among [Insurance Company] (the "Company"), a life insurance company organized under the laws of [insert state], on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PILGRIM VARIABLE PRODUCTS TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ING PILGRIM SECURITIES, INC. (the "Distributor"), a corporation organized under the laws of the State of Delaware. WHEREAS, the Trust is an open-end diversified management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into Participation Agreements with the Trust and the Distributor (the "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Trust is divided into several series of shares, each designated a "Fund" and representing the interest in a particular managed portfolio of securities and other assets; and WHEREAS, the Trust may rely on an order ("ING Variable Insurance Trust, et al., Investment Company Act Rel. No. 24439 (May 3, 2000)) from the Securities and Exchange Commission ("SEC"), granting the variable annuity and variable life insurance separate accounts participating in the Trust 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, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of the Participating Insurance Companies (the "Mixed and Shared Funding Exemptive Order"); and WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (the " 1933 Act"); and WHEREAS, the Company has registered or will register certain variable life contracts under the 1933 Act and applicable state securities and insurance law; and WHEREAS, the Company represents herein that each Account is a duly organized, validly existing separate account, which was established by resolution of the Board of Directors of the Company, on the dates shown for such Accounts on Schedule A hereto, to set aside and invest assets attributable to one or more variable insurance contracts (the "Contracts"); and WHEREAS, the Company has registered or will register the Accounts as unit investment trusts under the 1940 Act; and WHEREAS, the Distributor 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 certain Funds ("Authorized Funds") on behalf of each Account to fund certain of the Contracts and the Distributor is authorized to sell such shares to unit investment trusts such as each Account at net asset value; NOW, THEREFORE, in consideration of the promises herein, the Company, the Trust and the Distributor agree as follows: ARTICLE I SALE OF TRUST SHARES 1.1. The Distributor agrees, subject to the Trust's rights under Section 1.2 and otherwise under this Agreement, to sell to the Company those Trust shares representing interests in Authorized Funds which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1. 1, the Company shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 10:00 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange ("NYSE") is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC. The initial Authorized Funds are set forth in Schedule B, as such schedule is amended from time to time. 1.2. The Trust agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Account on those days on which the Trust calculates its net asset value pursuant to the rules of the SEC and the Trust shall use reasonable efforts to calculate such net asset value on each day the NYSE is open for trading. Notwithstanding the foregoing, the Trustees of the Trust (the "Trustees") may refuse to sell shares of any Fund to the Company or any other person, or suspend or terminate the offering of shares of any Fund if such action is required by law or by regulatory authorities having jurisdiction over the Trust or if the Trustees determine, in the exercise of their fiduciary responsibilities, that to do so would be in the best interests of shareholders. 1.3. The Trust and the Distributor agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts and other persons who are 2 permissible investors consistent with the Accounts meeting the requirements of Treas. Reg. 1.817-5. No shares of any Fund will be sold directly to the general public. 1.4. The Trust shall redeem its shares in accordance with the terms of its then-current prospectus. For purposes of this Section 1.4, the Company shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such request for redemption by 10:00 a.m., Eastern time, on the next following Business Day. 1.5. The Company shall purchase and redeem the shares of Authorized Funds offered by the then-current prospectus of the Trust in accordance with the provisions of such prospectus. 1.6. The Company shall pay for Trust shares on the next Business Day after an order to purchase Trust shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. 1.7. Issuance and transfer of the Trust's shares will be by book entry only. Share certificates will not be issued to the Company or to any Account. Shares ordered from the Trust will be recorded as instructed by the Company to the Distributor in an appropriate title for each Account or the appropriate sub-account of each Account. 1.8. The Distributor shall furnish prompt notice (by wire or telephone, followed by written confirmation) to the Company of the declaration of any income, dividends or capital gain distributions payable on the Trust's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Fund shares in additional shares of that Fund. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Distributor shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.9. The Distributor shall make the net asset value per share for each Fund available to the Company on a daily basis as soon as reasonably practical after the Trust calculates its net asset value per share, and each of the Trust and the Distributor shall use its reasonable best efforts to make such net asset value per share available by 6:00 p.m., Eastern time, but in no event later than 7:00 p.m., Eastern time, each Business Day. 1.10. Any error in the calculation of the net asset value, dividend and capital gain information greater than or equal to $0.01 per share of the Trust's shares, shall be reported immediately upon discovery to the Company. Any error of a lesser amount shall be corrected in the next Business Day's net asset value per share for the Trust. Any such notice will state for each day for which an error occurred the incorrect price, the correct price and, to the extent communicated to the Trust's shareholders, the reason for the price change. The Company may send this notice or a derivation thereof (so long as such derivation is approved in advance by the Distributor) to contractowners whose accounts are affected by the price change. The parties will negotiate in good faith to develop a reasonable method for effecting such adjustments. The Trust shall provide the Company, on behalf of the Account or the appropriate subaccount of each Account, with a prompt adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. 3 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1. The Company represents and warrants that (a) at all times during the term of this Agreement, the Contracts are or will be registered under the 1933 Act; the Contracts will be issued and sold in compliance in all material respects with all applicable laws and 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 and that it has legally and validly established each Account prior to any issuance or sale thereof as a separate account under applicable law and has registered or, prior to any issuance or sale of the Contracts, will register each 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; and (b) the Contracts are currently treated as endowment, annuity or life insurance contracts, under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will make every effort to maintain such treatment and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.2. The Trust represents and warrants that (a) at all times during the term of this Agreement, Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold by the Trust to the Company in compliance with all applicable laws, subject to the terms of Section 2.4 below, and the Trust is and shall remain registered under the 1940 Act. The Trust 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 Trust 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 Trust or the Distributor in connection with their sale by the Trust to the Company and only as required by Section 2.4; (b) each Authorized Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that the Trust will use its best efforts to maintain such qualification (under Subchapter M or any successor provision) and that it will notify the Company immediately upon having a reasonable basis for believing that an Authorized Fund has ceased to so qualify or that it might not so qualify in the future; and (c) the Trust is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act. 2.3. The Distributor 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 Distributor further represents that it will sell and distribute the Trust shares in accordance with all applicable securities laws applicable to it, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 4 2.4. Notwithstanding any other provision of this Agreement, the Trust shall be responsible for the registration and qualification of its shares and of the Trust itself under the laws of any jurisdiction only in connection with the sale of shares directly to the Company through the Distributor. The Trust shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and advising the Trust thereof at such time and in such manner as is necessary to permit the Trust to comply. 2.5. The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states. ARTICLE III PROSPECTUSES AND PROXY STATEMENTS; VOTING 3.1. The Trust shall provide such documentation (including a camera-ready copy of its prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be at the Company's expense). 3.2. The Trust's prospectus shall state that the Statement of Additional Information ("SAI") for the Trust is available from the Company, and the Company shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company. 3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request. 3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Mixed and Shared Funding Exemptive Order. 3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders. 5 ARTICLE IV SALES MATERIAL AND INFORMATION 4.1. Without limiting the scope or effect of Section 4.2 hereof, the Company shall furnish, or shall cause to be furnished, to the Distributor each piece of sales literature or other promotional material (as defined hereafter) in which the Trust, its investment adviser or the Distributor is named at least 15 days prior to its use. No such material shall be used if the Distributor objects to such use within five (5) Business Days after receipt of such material. 4.2. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in annual or semi-annual reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Distributor, except with the written permission of the Trust or the Distributor or the designee of either or as is required by law. 4.3. The Distributor or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Distributor in which the Company and/or the Company's Account is named at least 15 days prior to its use. No such material shall be used if the Company or its designee object to such use within five (5) Business Days after receipt of such material. 4.4. Neither the Trust nor the Distributor shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each 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 written permission of the Company or as is required by law. 4.5. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, 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, research 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 registered representatives. 6 ARTICLE V FEES AND EXPENSES 5.1. If the Trust or any Authorized Fund adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, subject to obtaining any required exemptive orders or other regulatory approvals, the Trust or Distributor may make payments to the Company or to the underwriter for the Account if and in such amounts agreed to by the parties in writing. 5.2. All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust to the extent permitted by law. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares, preparation and filing of the Trust's prospectus and registration statement, proxy materials and reports, setting the prospectus and shareholder reports in type, setting in type and printing the proxy materials, and the preparation of all statements and notices required by any federal or state law, in each case as may reasonably be necessary for the performance by it of its obligations under this Agreement. All expenses incident to the solicitation and tabulation of the Trust's proxy materials will be paid by the Trust, except postage which will be paid by the Company. 5.3. The Company shall bear the expenses of (a) printing and distributing the Trust's prospectus in connection with sales of the Contracts, (b) distributing the reports to the Trust's Shareholders who are owners of the Contracts, (c) mailing the Trust's proxy materials to owners of the Contracts, and (d) distributing the Trust's SAI to Shareholders who are owners of the Contracts. ARTICLE VI DIVERSIFICATION 6.1 The Trust shall use its best efforts to cause each Authorized Fund to maintain a diversified pool of investments that would, if such Fund were a segregated asset account, satisfy the diversification provisions of Treasury Reg. ss. 1.817-5(b)(1) or (2). ARTICLE VII POTENTIAL CONFLICTS 7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Trust. A material irreconcilable 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 Authorized Fund 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 Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof. 7 7.2. The Company will report any potential or existing conflicts of which it is aware to the Trustees. The Company will assist the Trustees in carrying out their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Trustees whenever Contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Trustees, or a majority of the disinterested Trustees, that a material irreconcilable conflict exists, the Company shall to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take, at the Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another series of the Trust, 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 a Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, that Company may be required, at the Trust's election, to withdraw the affected Account's investment in one or more portfolios of the Trust and terminate this Agreement with respect to such 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 Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period, the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of the Company for the purchase (and redemption) of shares of the Trust. 7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then the Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; 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 Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase 8 (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable conflict. Neither the Trust nor the Distributor shall be required to establish a new funding medium for the Contracts, nor shall the Company be required to do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform 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 Trustees. No charge or penalty will be imposed as a result of such withdrawal. 7.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Company, and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners. 7.8. 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 Trust 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 3.4, 3.5, 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. 7.9. The Company has reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request, as conditions to such order, to be assumed or undertaken by the Company. ARTICLE VIII INDEMNIFICATION 8.1. Indemnification by the Company 8.1. (a). The Company shall indemnify and hold harmless the Trust, the Distributor and ING Pilgrim Investments, LLC (the "Adviser"), and each of the Trustees, directors of the Distributor or the Adviser, officers, employees or agents of the Trust, the Distributor or the 9 Adviser, and each person, if any, who controls the Trust, Adviser or the Distributor within the meaning of Section 15 of the 1933 Act (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 which consent may not be unreasonably withheld) or litigation expenses (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, 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 sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement, prospectus 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 Trust 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 Trust shares; or (ii) arise out of or as a result of written statements or representations (other than statements or representations contained in the Trust's registration statement or prospectus, or in sales literature for Trust shares not supplied by the Company, or persons under its control) or wrongful conduct of the Company or its agents or employees or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Trust 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 Trust or the Distributor by or on behalf of the Company; or (iv) arise out of or result from any breach of any material 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, 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 incurred or assessed against an Indemnified Party to the extent such may arise from such Indemnified Party's willful 10 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 or duties under this Agreement or to the Trust, whichever is applicable. 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), on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim 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 the Indemnified Parties, the Company shall be entitled to participate, at the Company's expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Company to such Indemnified 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 Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1. (d) The Distributor shall promptly notify the Company of the commencement of any litigation or proceedings against the Trust or the Distributor in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust. 8.1. (e) The provisions of this Section 8.1 shall survive any termination of this Agreement. 8.2. Indemnification by the Distributor ---------------------------------- 8.2. (a) The Distributor shall indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (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 Distributor which consent may not be unreasonably withheld) or litigation (including reasonable 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 sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the Trust or the sales literature for the Trust prepared by the Trust or Distributor (or any amendment or supplement to any of the foregoing), or arise 11 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 Distributor or Trust by or on behalf of the Company for use in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or (ii) arise out of or as a result of written 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 Distributor or persons under its control) of the Distributor or persons under its control, with respect to the sale or distribution of the Contracts or Trust 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 Distributor; or (iv) arise out of or result from any breach of any material representation and/or warranty made by the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor or the Trust; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2. (b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from 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 or the Account, whichever is applicable. 8.2. (c) The Distributor 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 Distributor 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) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Distributor of any such claim shall not relieve the Distributor 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 Distributor will be entitled to participate, at its own expense, in the defense thereof. The 12 Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Distributor to such Indemnified Party of the Distributor'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 Distributor will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2. (d) The Company shall promptly notify the Distributor, the Adviser, and the Trust 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 each Account. 8.2. (e) The provisions of this Section 8.2 shall survive any termination of this Agreement. ARTICLE IX APPLICABLE LAW 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware. 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, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. ARTICLE X TERMINATION 10.1. This Agreement shall terminate: (a) at the option of any party, with respect to some or all of the Funds, upon sixty (60) days' advance written notice to the other parties; or (b) at the option of the Trust or the Distributor in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, any State Insurance Commissioner or any other regulatory body regarding the Company's duties under this Agreement or related to the sales of the Contracts, with respect to the operation of any Account, or the purchase of the Trust shares, provided, however, that the Trust or the Distributor 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 (c) at the option of the Company in the event that formal administrative proceedings are instituted against the Trust or Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body in respect of the sale of shares of 13 the Trust to the Company, 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 Trust or Distributor to perform its obligations under this Agreement; or (d) with respect to any Account, upon requisite vote of the Contract owners having an interest in such Account (or any subaccount) to substitute the shares of another investment company for the corresponding Fund shares of the Trust in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; (e) with respect to any Authorized Fund, upon 30 days' advance written notice from the Distributor to the Company, upon a decision by the Distributor to cease offering shares of the Trust for sale; or (f) at the option of any party to this Agreement, upon written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice. 10.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 10.1 (a) may be exercised for any reason or for no reason. 10.3. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate, which notice shall set forth the basis for such termination. Such prior written notice shall be given in advance of the effective date of termination as required by this Article X. 10.4. Notwithstanding any termination of this Agreement, subject to Sections 1.2 and 10.5 of this Agreement, the Trust and the Distributor shall, at the option of the Company, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect as of the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, subject to Sections 1.2 and 10.5 of this Agreement, the owners of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.4 shall not apply to any termination under Article VII and the effect of such Article VII termination shall be governed by Article VII of this Agreement. 10.5. If any party terminates this Agreement with respect to any Authorized Fund pursuant to the provisions under Article X, the Agreement shall nevertheless continue in effect as to any shares of the Trust that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of (a) the date as of which an Account no longer owns shares of the affected Fund or (b) the date (the "Final Termination Date") as of 180 days following the Initial Termination Date, or, at the Distributor's option, such later date as is necessary for the Company to obtain a substitution order from the SEC, the application for which the Company will diligently pursue. 14 10.6. The Company shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Company's assets held in either Account) except (i) as necessary to implement Contract owner initiated transactions, or (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"). Upon request, the Company will promptly furnish to the Trust and the Distributor an opinion of counsel for the Company, reasonably satisfactory to the Trust, to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, subject to Sections 1.2 and 10.5 of this Agreement, the Company shall not prevent owners from allocating payments to an Authorized Fund that was otherwise available under the Contracts without first giving the Trust or the Distributor 90 days' written notice of its intention to do so. ARTICLE XI NOTICES 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 Trust: Pilgrim Variable Products Trust 7337 East Doubletree Ranch Road Scottsdale, AZ 85258-2034 Attn: _________________________ If to the Distributor: ING Pilgrim Securities, Inc. 7337 East Doubletree Ranch Road Scottsdale, AZ 85258-2034 Attn: _________________________ If to the Company: [Insurance Company] ARTICLE XII MISCELLANEOUS 12.1. A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of the State of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of or arising out of this instrument, including without limitation Article VI, are not binding upon any of the Trustees or shareholders individually but binding only upon the assets and property of the Trust. 15 12.2. The Fund and the Distributor acknowledge that the identities of the customers of the Company or any of its affiliates, except for customers of the Fund or the Distributor or their affiliates (collectively, the "Company Protected Parties" for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Company Protected Parties or any of their employees or agents in connection with the Company's performance of its duties under this Agreement are the valuable property of the Company Protected Parties. The Fund and the Distributor agree that if they come into possession of any list or compilation of the identities of or other information about the Company Protected Parties' customers, or any other information or property of the Company Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Fund or the Distributor from information supplied to them by the Company Protected Parties' customers who also maintain accounts directly with the Fund or the Distributor, the Fund and the Distributor will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company's prior written consent; or (b) as permitted without customer consent under Title V of the Gramm-Leach-Bliley Act and the applicable regulations thereunder or other applicable law. The Company acknowledges that the identities of the customers of the Fund, the Distributor or any of their affiliates (collectively, the "Fund Protected Parties" for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Fund Protected Parties or any of their employees or agents in connection with the Fund's or the Distributor's performance of their respective duties under this Agreement are the valuable property of the Fund Protected Parties. The Company agrees that if it comes into possession of any list or compilation of the identities of or other information about the Fund Protected Parties' customers, or any other information or property of the Fund Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Company from information supplied to them by the Fund Protected Parties' customers who also maintain accounts directly with the Company, the Company will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other properly except: (a) with the Fund's or the Distributor's prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate. 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. 16 12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, 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. 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. Notwithstanding any other provision of this Agreement, the obligations of the Trust and the Distributor are several and, without limiting in any way the generality of the foregoing, neither such party shall have any liability for any action or failure to act by the other party, or any person acting on such other party's behalf. 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. [INSURANCE COMPANY] By its authorized officer, ---------------------------------------- Name: Title: PILGRIM VARIABLE PRODUCTS TRUST By its authorized officer, ---------------------------------------- Name: Title: ING PILGRIM SECURITIES, INC. By its authorized officer, ---------------------------------------- Name: Title: 17 Schedule A ---------- Contracts and Separate Accounts A-1 Schedule B ---------- PILGRIM VARIABLE PRODUCTS TRUST Funds - ----- Pilgrim VP MagnaCap Portfolio Pilgrim VP Research Enhanced Index Portfolio Pilgrim VP Growth Opportunities Portfolio Pilgrim VP MidCap Opportunities Portfolio Pilgrim VP Growth + Value Portfolio Pilgrim VP SmallCap Opportunities Portfolio Pilgrim VP International Value Portfolio Pilgrim VP High Yield Bond Portfolio Pilgrim VP Worldwide Growth Portfolio Pilgrim VP International SmallCap Growth Portfolio Pilgrim VP International Portfolio Pilgrim VP Emerging Countries Portfolio Pilgrim VP Growth and Income Portfolio Pilgrim VP LargeCap Growth Portfolio Pilgrim VP Financial Services Portfolio Pilgrim VP Convertible Portfolio B-1 EX-99.B8R 5 formofpro.txt PART. AGREE. BETWEEN GALIC & PRO FUNDS PARTICIPATION AGREEMENT ----------------------- AMONG [INSURANCE COMPANY], PROFUNDS, AND PROFUND ADVISORS LLC THIS AGREEMENT, dated as of the ___ day of , 2000 by and among __________________, (the "Company"), an [insert state] 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"), ProFunds (the "Fund"), a Delaware business trust, and ProFund Advisors LLC (the "Adviser"), a Maryland 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 ("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 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, 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; 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; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Adviser agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1. Subject to Article X hereof, the Fund agrees to make available to the Company for purchase on behalf of the Account, shares of the Designated Portfolios, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) Portfolios (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 Fund may so provide, and (ii) the Board of Trustees of the Fund (the "Board") may suspend or terminate the offering of 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 Investment Company Act of 1940 as amended (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 and accepting 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 and acceptance of any such request (or relevant transactional information therefor) on any day the New York Stock Exchange and Chicago Mercantile Exchange are open for trading and on which a Designate Portfolio calculates its net asset value (a "Business Day") pursuant to the rules of the Securities and Exchange Commission ("SEC") 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's prospectus (which as of the date of execution of this Agreement is 4:00 p.m. Eastern Time) shall constitute receipt and acceptance by the Designated Portfolio on that same Business Day, provided that the Fund receives notice of such request by 8:30 a.m. Eastern Time on the next following Business Day. However, to facilitate the Designated Portfolios' daily trading practices, the Company shall provide the Fund with "estimated trade" and other information relating to the Designated Portfolios at certain times prior to the close of business on each 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 or other designated person by wire to be received by 2:00 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 -2- 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 and acceptance 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's 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 Adviser, 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 Adviser. 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. Share certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund -3- 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 Adviser 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 Adviser prior to their signing this Agreement, the Fund or Adviser consents in writing to the use of such other vehicle, such consent not to be unreasonably withheld. (b) The Company shall not, without prior notice to the Adviser (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 Adviser (unless otherwise required by applicable law), induce Contract owners to change or modify the Fund or change the Fund's 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. 1.8. The Designated Portfolios shall sell their shares only to Participating Insurance Companies and their separate accounts and to persons or plans ("Qualified Persons") that communicate to the Fund that they qualify to purchase shares of the Designated Portfolios 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 Fund shall not sell shares of the Designated Portfolios 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 ------------------------------ 2.1. 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 -4- 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 Designated Portfolios 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. 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 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 Adviser represents and warrants that it is registered as an investment adviser with the SEC. 2.7. The Fund and the Adviser represent and warrant that all of their trustees/directors, officers, employees, 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 -5- another bond containing these provisions is always in effect, and agrees to notify the Fund and the Adviser in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements; Voting ----------------------------------------- 3.1. The Fund or its agent 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 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 Designated Portfolio for which voting instructions have been received from Contract owners, to the extent permitted by law. -6- 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 Mixed and Shared Funding Exemptive Order (See Section 7.1) and consistent with any reasonable standards that the Fund may adopt and provide in writing. ARTICLE IV. Sales Material and Information ------------------------------ 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 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 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 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, except with the permission of the Fund or its designee. 4.3. The Fund and the Adviser, 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 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 Designated Portfolios or their 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 -7- 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 Adviser any complaints received from the Contract owners pertaining to the Fund or a 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, any Designated Portfolio 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 ----------------- 5.1. The Fund shall pay no fee or other compensation to the Company under this Agreement, except that if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Fund may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Fund in writing. 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. -8- ARTICLE VI. Diversification and Qualification --------------------------------- 6.1. Subject to Company's representations and warranties in Section 2.1 and 6.3, the Fund represents and warrants 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 ss.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 Treasury Regulation ss.1.817-5. 6.2. The Fund represents and warrants 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 and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity 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 Adviser 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 ------------------- 7.1. The Fund represents and warrants that it may rely on an order that was granted by the SEC in Variable Insurance Funds, et al. (File No.: 812-10694), Investment Company Act Rel. No. 23594 (Dec. 10, 1998) granting Participating Insurance Companies and variable annuity separate accounts and variable life insurance separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Designated Portfolios to be sold to and held by variable annuity separate accounts and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies, qualified pension and retirement plans outside of the separate account context, and other permitted investors (the "Mixed and Share Funding Order"). The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Order that may be imposed on the Company, the Fund and/or the Adviser by virtue of such order by the SEC: (i) shall apply only upon the sale of shares of the Designated Portfolios to variable life insurance separate accounts (and then only to the extent required under the 1940 Act); (ii) will be incorporated herein by reference; and (iii) such parties agree to comply with such conditions and undertakings to the extent applicable to each such party notwithstanding any provision of this Agreement to the contrary. 7.2. 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. A material irreconcilable 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 -9- 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 a material irreconcilable conflict exists and the implications thereof. 7.3. 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. 7.4. 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. 7.5. 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. 7.6. 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 a material irreconcilable 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. 7.7. For purposes of Section 7.4 through 7.7 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 -10- medium for the Contracts. The Company shall not be required by Section 7.4 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 material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable 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. 7.8. 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, 7.2, 7.3, 7.4, 7.5, and 7.6 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 --------------- 8.1. Indemnification By the Company ------------------------------ 8.1(a). The Company agrees to indemnify and hold harmless the Fund and the Adviser and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Adviser within the meaning of Section 15 of the 1933 Act or who is under common control with the Adviser (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 -11- (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; 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. -12- 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 Adviser ------------------------------ 8.2(a). The Adviser 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 Adviser) 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 Adviser 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 Fund or the Adviser) or wrongful conduct of the Fund or Adviser 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 Adviser; or (iv) arise as a result of any failure by the Fund or the Adviser 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 -13- (v) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 8.2(b). The Adviser 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 Adviser 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 Adviser 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 Adviser of any such claim shall not relieve the Adviser 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 Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser'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 Adviser 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. 8.2(d). The Company agrees promptly to notify the Adviser 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 -14- (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 Adviser 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 Adviser 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 -------------- 9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Maryland. 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 ----------- 10.1. This Agreement shall continue in full force and effect until the first to occur of: -15- (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 Adviser 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 Adviser 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 Adviser 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 Designated Portfolios' shares; provided, however, that the Fund or Adviser 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 Adviser by 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 Adviser to perform its obligations under this Agreement; or (f) termination by the Company by written notice to the Fund and the Adviser 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 Adviser 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 Adviser by written notice to the Company, if either one or both of the Fund or the Adviser 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 -16- (i) termination by the Company by written notice to the Fund and the Adviser, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund or the Adviser 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 Adviser by written notice to the Company, if the Company gives the Fund and the Adviser 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 Adviser of the date of substitution; or (l) termination by any party in the event that the Board determines that a material irreconcilable conflict exists as provided in Article VII. 10.2. Notwithstanding any termination of this Agreement, the Fund and the Adviser 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 Adviser 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 Adviser agrees to split the cost of seeking such an order, and the Company agrees that it shall reasonably cooperate with the Adviser 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 Adviser). 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 Adviser, 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 Adviser 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 Adviser 45 days notice of its intention to do so. -17- 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 ------- 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: ProFunds c/o ProFund Advisors LLC 7900 Wisconsin Avenue Suite 300 Bethesda, MD 20814 If to Adviser: ProFund Advisors LLC 7900 Wisconsin Avenue Suite 300 Bethesda, MD 20814 If to the Company: ARTICLE XII. Miscellaneous ------------- 12.1. All persons dealing with the Fund must look solely to the property of the respective Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Adviser 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. -18- 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 insurance operations of the Company are being conducted in a manner consistent with the [insert state] insurance 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. -19- 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. [Company]: By its authorized officer By: ------------------------------------- Title: ---------------------------------- Date: ----------------------------------- ProFunds By its authorized officer By: ------------------------------------- Title: ---------------------------------- Date: ----------------------------------- ProFund Advisors LLC By its authorized officer By: ------------------------------------- Title: ---------------------------------- Date: ----------------------------------- -20- [Date] SCHEDULE A ---------- ACCOUNT(S) CONTRACT(S) DESIGNATED PORTFOLIO(S) A-1 EX-99.B9 6 mrtopinionltr.txt OPINION AND CONSENT ING VARIABLE ANNUITIES EXHIBIT 9 MYLES R. TASHMAN Executive Vice President, General Counsel and Secretary April 20, 2001 Members of the Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Gentlemen: In my capacity as Executive Vice President and Assistant 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 7 consentsab.txt CONSENT OF COUNSEL EXHIBIT 10(a) SUTHERLAND ASBILL & BRENNAN LLP 1275 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D.C. 20004-2415 April 18, 2001 VIA EDGAR - --------- Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Ladies and Gentlemen: We hereby consent to the reference to our name under the caption "Legal Matters" in the Prospectus filed as part of Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 for the Separate Account B (File No. 333-33914). 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 8 consenteandy.txt CONSENT OF 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" and "Experts" and to the use of our report dated March 12, 2001, with respect to the consolidated financial statements of Golden American Life Insurance Company, and to the use of our report dated February 19, 2001, with respect to the financial statements of Separate Account B, included in the Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933 (Form N-4 No. 333-33914) and related Prospectus of Separate Account B. Our audits (to which the date of our report is March 12, 2001) also included the consolidated 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 consolidated financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ Ernst & Young LLP Atlanta, Georgia April 18, 2001 EX-99.B13 9 accessoneperf.txt SCHEDULE OF PERFORMANCE DATA
ACCESS ONE 12/31/2000 Fully Managed 050 Basis Point w/rider Inception to Date IIE Base Invest Activity Shares Value 25-Jan-89 Purchase 10.00000000 $1,000.00 1000.00 100.000 100.000 1000.00 25-Jan-90 Contract 9.98195462 $1,070.00 0.00 0.000 100.000 998.20 25-Jan-91 Contract 10.16903680 $1,144.90 0.00 0.000 100.000 1016.90 24-Jan-92 Contract 12.91565882 $1,224.82 0.00 0.000 100.000 1291.57 25-Jan-93 Contract 13.75410338 $1,311.04 0.00 0.000 100.000 1375.41 25-Jan-94 Contract 14.62303512 $1,402.81 0.00 0.000 100.000 1462.30 25-Jan-95 Contract 13.39504321 $1,501.01 0.00 0.000 100.000 1339.50 25-Jan-96 Contract 16.17115236 $1,606.08 0.00 0.000 100.000 1617.12 24-Jan-97 Contract 18.69986711 $1,718.51 0.00 0.000 100.000 1869.99 23-Jan-98 Contract 21.20900790 $1,838.46 0.00 0.000 100.000 2120.90 25-Jan-99 Contract 22.22562392 $1,967.88 0.00 0.000 100.000 2222.56 25-Jan-00 Contract 23.46826306 $2,105.63 0.00 0.000 100.000 2346.83 29-Dec-00 current 28.97282488 $2,242.19 0.00 0.000 100.000 2897.28 29-Dec-00 Surrender 28.97282488 0% 0.00 0.000 100.000 2897.28 Avg Annual Total Return: w/o surrender 9.33% 11.93150685 w/surrender 9.33% (continued) Fully Managed 050 Basis Point w/o rider Inception to Date Invest Activity Shares Value 25-Jan-89 Purchase 1000.00 100.000 100.000 1000.00 25-Jan-90 Contract 0.00 0.000 100.000 998.20 25-Jan-91 Contract 0.00 0.000 100.000 1016.90 24-Jan-92 Contract 0.00 0.000 100.000 1291.57 25-Jan-93 Contract 0.00 0.000 100.000 1375.41 25-Jan-94 Contract 0.00 0.000 100.000 1462.30 25-Jan-95 Contract 0.00 0.000 100.000 1339.50 25-Jan-96 Contract 0.00 0.000 100.000 1617.12 24-Jan-97 Contract 0.00 0.000 100.000 1869.99 23-Jan-98 Contract 0.00 0.000 100.000 2120.90 25-Jan-99 Contract 0.00 0.000 100.000 2222.56 25-Jan-00 Contract 0.00 0.000 100.000 2346.83 29-Dec-00 current 0.00 0.000 100.000 2897.28 29-Dec-00 Surrender 0.00 0.000 100.000 2897.28 Avg Annual Total Return: 9.33% 11.93150685 9.33% (continued) Fully Managed w/rider w/o contract 050 Basis Point Invest Activity Shares Value Inception to Date 1000.00 100.000 100.000 1000.00 25-Jan-89 Purchase 0.00 0.000 100.000 998.20 25-Jan-90 Contract 0.00 0.000 100.000 1016.90 25-Jan-91 Contract 0.00 0.000 100.000 1291.57 24-Jan-92 Contract 0.00 0.000 100.000 1375.41 25-Jan-93 Contract 0.00 0.000 100.000 1462.30 25-Jan-94 Contract 0.00 0.000 100.000 1339.50 25-Jan-95 Contract 0.00 0.000 100.000 1617.12 25-Jan-96 Contract 0.00 0.000 100.000 1869.99 24-Jan-97 Contract 0.00 0.000 100.000 2120.90 23-Jan-98 Contract 0.00 0.000 100.000 2222.56 25-Jan-99 Contract 0.00 0.000 100.000 2346.83 25-Jan-00 Contract 0.00 0.000 100.000 2897.28 29-Dec-00 current 0.00 0.000 100.000 2897.28 29-Dec-00 Surrender 9.33% Avg Annual Total Return: 9.33% 11.93150685 Fully Managed 050 Basis Point w/rider 1 Yr Computation IIE Base Invest Activity Shares Value 31-Dec-99 Purchase 23.87289154 $1,000.00 1000.00 41.889 41.889 1000.01 29-Dec-00 Contract 28.97282488 $1,069.80 0.00 0.000 41.889 1213.64 29-Dec-00 Surrender 28.97282488 0% 0.00 0.000 41.889 1213.64 Avg Annual Total Return: w/o surrender 21.36% 1.00000000 w/surrender 21.36% (continued) Fully Managed 050 Basis Point w/o rider 1 Yr Computation Invest Activity Shares Value 31-Dec-99 Purchase 1000.00 41.889 41.889 1000.01 29-Dec-00 Contract 0.00 0.000 41.889 1213.64 29-Dec-00 Surrender 0.00 0.000 41.889 1213.64 Avg Annual Total Return: 21.36% 1.00000000 21.36% (continued) Fully Managed 050 Basis Point w/rider w/o contract 1 Yr Computation Invest Activity Shares Value 31-Dec-99 Purchase 1000.00 41.889 41.889 1000.01 29-Dec-00 Contract 0.00 0.000 41.889 1213.64 29-Dec-00 Surrender 0.00 0.000 41.889 1213.64 Avg Annual Total Return: 21.36% 1.00000000 21.36% Fully Managed 050 Basis Point w/rider 5 Yr Computation IIE Base Invest Activity Shares Value 29-Dec-95 Purchase 16.02594861 $1,000.00 1000.00 62.399 62.399 1000.00 31-Dec-96 Contract 18.55567728 $1,070.60 0.00 0.000 62.399 1157.86 31-Dec-97 Contract 21.29693450 $1,145.54 0.00 0.000 62.399 1328.91 31-Dec-98 Contract 22.43952672 $1,225.73 0.00 0.000 62.399 1400.20 31-Dec-99 Contract 23.87289154 $1,311.53 0.00 0.000 62.399 1489.64 29-Dec-00 Contract 28.97282488 $1,403.08 0.00 0.000 62.399 1807.88 29-Dec-00 Surrender 28.97282488 0% 0.00 0.000 62.399 1807.88 Avg Annual Total Return: w/o surrender 12.57% 5.00000000 w/surrender 12.57% (continued) Fully Managed 050 Basis Point w/o rider 5 Yr Computation Invest Activity Shares Value 29-Dec-95 Purchase 1000.00 62.399 62.399 1000.00 31-Dec-96 Contract 0.00 0.000 62.399 1157.86 31-Dec-97 Contract 0.00 0.000 62.399 1328.91 31-Dec-98 Contract 0.00 0.000 62.399 1400.20 31-Dec-99 Contract 0.00 0.000 62.399 1489.64 29-Dec-00 Contract 0.00 0.000 62.399 1807.88 29-Dec-00 Surrender 0.00 0.000 62.399 1807.88 Avg Annual Total Return: 12.57% 5.00000000 12.57% (continued) Fully Managed 050 Basis Point w/rider w/o contract 5 Yr Computation Invest Activity Shares Value 29-Dec-95 Purchase 1000.00 62.399 62.399 1000.00 31-Dec-96 Contract 0.00 0.000 62.399 1157.86 31-Dec-97 Contract 0.00 0.000 62.399 1328.91 31-Dec-98 Contract 0.00 0.000 62.399 1400.20 31-Dec-99 Contract 0.00 0.000 62.399 1489.64 29-Dec-00 Contract 0.00 0.000 62.399 1807.88 29-Dec-00 Surrender 0.00 0.000 62.399 1807.88 Avg Annual Total Return: 12.57% 5.00000000 12.57% Fully Managed 050 Basis Point w/rider 10 Year Computation IIE Base Invest Activity Shares Value 31-Dec-90 Purchase 9.96299906 $1,000.00 1000.00 100.371 100.371 1000.00 31-Dec-91 Contract 12.78075820 $1,070.00 0.00 0.000 100.371 1282.82 31-Dec-92 Contract 13.50885279 $1,145.11 0.00 0.000 100.371 1355.90 31-Dec-93 Contract 14.46106418 $1,225.27 0.00 0.000 100.371 1451.47 30-Dec-94 Contract 13.34280225 $1,310.80 0.00 0.000 100.371 1339.23 29-Dec-95 Contract 16.02594861 $1,402.30 0.00 0.000 100.371 1608.54 31-Dec-96 Contract 18.55567728 $1,501.30 0.00 0.000 100.371 1862.45 31-Dec-97 Contract 21.29693450 $1,606.39 0.00 0.000 100.371 2137.59 31-Dec-98 Contract 22.43952672 $1,718.84 0.00 0.000 100.371 2252.28 31-Dec-99 Contract 23.87289154 $1,839.16 0.00 0.000 100.371 2396.15 29-Dec-00 Contract 28.97282488 $1,967.54 0.00 0.000 100.371 2908.03 29-Dec-00 Surrender 28.97282488 0% 0.00 0.000 100.371 2908.03 Avg Annual Total Return: w/o surrender 11.27% 10.00000000 w/surrender 11.27% (continued) Fully Managed 050 Basis Point w/o rider 10 Year Computation Invest Activity Shares Value 31-Dec-90 Purchase 1000.00 100.371 100.371 1000.00 31-Dec-91 Contract 0.00 0.000 100.371 1282.82 31-Dec-92 Contract 0.00 0.000 100.371 1355.90 31-Dec-93 Contract 0.00 0.000 100.371 1451.47 30-Dec-94 Contract 0.00 0.000 100.371 1339.23 29-Dec-95 Contract 0.00 0.000 100.371 1608.54 31-Dec-96 Contract 0.00 0.000 100.371 1862.45 31-Dec-97 Contract 0.00 0.000 100.371 2137.59 31-Dec-98 Contract 0.00 0.000 100.371 2252.28 31-Dec-99 Contract 0.00 0.000 100.371 2396.15 29-Dec-00 Contract 0.00 0.000 100.371 2908.03 29-Dec-00 Surrender 0.00 0.000 100.371 2908.03 Avg Annual Total Return: 11.27% 10.00000000 11.27% (continued) Fully Managed 050 Basis Point w/rider w/o contract 10 Year Computation Invest Activity Shares Value 31-Dec-90 Purchase 1000.00 100.371 100.371 1000.00 31-Dec-91 Contract 0.00 0.000 100.371 1282.82 31-Dec-92 Contract 0.00 0.000 100.371 1355.90 31-Dec-93 Contract 0.00 0.000 100.371 1451.47 30-Dec-94 Contract 0.00 0.000 100.371 1339.23 29-Dec-95 Contract 0.00 0.000 100.371 1608.54 31-Dec-96 Contract 0.00 0.000 100.371 1862.45 31-Dec-97 Contract 0.00 0.000 100.371 2137.59 31-Dec-98 Contract 0.00 0.000 100.371 2252.28 31-Dec-99 Contract 0.00 0.000 100.371 2396.15 29-Dec-00 Contract 0.00 0.000 100.371 2908.03 29-Dec-00 Surrender 0.00 0.000 100.371 2908.03 Avg Annual Total Return: 11.27% 10.00000000 11.27%
EX-99.B15 10 goldenpoa.txt POWER OF ATTORNEY EXHIBIT 15 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 Marilyn Talman and Myles R. Tashman, 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, 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: * Post-Effective Amendment No. 12 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-28769; 811-5626) * Amendment No. 11 to Golden American's Registration Statement on Form S-1 (No. 333-28765) * Post-Effective Amendment No. 31 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-23351; 811-5626) * Post-Effective Amendment No. 20 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 033-59261; 811-5626) * Amendment No. 3 to Golden American's Registration Statement on Form S-1 (No. 333-35592) * Post-Effective Amendment No. 10 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-28679; 811-5626) * Initial registration of fixed account interests on Golden American's Registration Statement on Form S-1 (No. 333-_____) * Post-Effective Amendment No. 3 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-30180; 811-5626) * Amendment No. 3 to Golden American's Registration Statement on Form S-1 (No. 333-30186) * Initial registration of fixed account interests on Golden American's Registration Statement on Form S-1 (No. 333-_____) * Post-Effective Amendment No. 14 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-28755; 811-5626) * Amendment No. 4 to Golden American's Registration Statement on Form S-1 (No. 333-95457) * Post-Effective Amendment No. 1 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-33914; 811-5626) * Amendment No. 2 to Golden American's Registration Statement on Form S-1 (No. 333-33924) * Post-Effective Amendment No. 8 to Separate Account B of Golden American's Registration Statement on Form N-4 (Nos. 333-66757; 811-5626) * Amendment No. 8 to Golden American's Registration Statement on Form S-1 (No. 333-66745) SIGNATURE TITLE DATE - --------- ----- ---- /s/ Robert C. Salipante - ----------------------- Director, Chief March 29, 2001 Robert C. Salipante Executive Officer /s/ Wayne R. Huneke - ----------------------- Director, Senior Vice March 27, 2001 Wayne R. Huneke President and Chief Financial Officer /s/ Thomas J. McInerney - ------------------------- Director March 29, 2001 Thomas J. McInerney /s/ Phillip R. Lowery - ----------------------- Director March 27, 2001 Phillip R. Lowery /s/ Mark A. Tullis - ----------------------- Director March 27, 2001 Mark A. Tullis 1475 Dunwoody Drive GoldenSelect Series West Chester, PA 19380-1478 Issued by Golden American Life Insurance Company EX-99.B16 11 ingaffiliates.txt ING AFFILIATES LIST Following is a listing of all persons directly or indirectly controlled by or under common control with the Registrant.
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== "The Seven Provinces" Ltd. 98.00 United Kingdom Assurantiemaatschappij 98.00 Insurance Underwriters Ltd. "De Zeven Provincien" N.V. "Transatlantica" N.V. 100.00 Netherlands Assurantiemaatschappij 100.00 Herverzekering "De Zeven Provincien" Maatschappij N.V. N.V. 1.BHF Prag-Immobilien GmbH 97.09 Czech Republic BHF Immobilien-GmbH 97.09 s.r.o. 1084703 Ontario Inc. Inc. 100.00 Canada Equisure Financial 100.00 Management Limited 1118632 Ontario Inc. Inc. 100.00 Canada G. R. Hutchison 100.00 Insurance Brokers Ltd. 1158157 Ontario Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. 1300 Connecticut Avenue Inc. 100.00 United States of ING Real Estate 100.00 Joint Venture America International Development B.V. 1418583 Ontario Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. 1440915 Ontario Inc Inc. 49.00 Canada ING Canada, Inc. 49.00 3214141 Canada Inc. Inc. 100.00 Canada Wellington Insurance 100.00 Company 3662578 Canada Inc.(7) Inc. 100.00 Canada Equisure Financial 100.00 Network, Inc. 52 Philip Street Pty Ltd. 100.00 Australia The Mercantile Mutual 100.00 Limited Life Insurance Co. Ltd. 828799 Alberta Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. 828803 Alberta Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. 828809 Alberta Ltd. Ltd. 100.00 Canada Equisure Insurance 100.00 Services Ltd. 829031 Alberta Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. 829037 Alberta Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. A. Prins B.V. B.V. 70.03 Netherlands Belhaska XI B.V. 0.10 Belhaska XI B.V. 69.93 A. Prins Makelaardij o/g B.V. 100.00 Netherlands A. Prins B.V. 100.00 B.V. A. van der Molen Herenmode B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. A. van der Pol B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. A.B.V. Staete B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. A.C.M. Nienhuis B.V. 100.00 Netherlands ING Prena B.V. 100.00 Houdstermaatschappij B.V. A.H.M. Habets Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Abbotstone Investment Ltd. 100.00 United Kingdom Baring (U.S.) Holdings 100.00 Company Limited Limited Abecor SA S.A. 14.08 Belgium Bank Brussel Lambert 14.08 N.V. Aberlady B.V. B.V. 100.00 Netherlands Embee Holding B.V. 100.00 Abiform Pty Limited Ltd. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. ABO Bijlsma Assurantien B.V. 100.00 Netherlands Belhaska XI B.V. 10.00 Oostermij B.V. 90.00 B.V. Abrocoma B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 ABZ Holding B.V. B.V. 6.17 Netherlands Nationale-Nederlanden 6.17 Nederland B.V. Aceros B.V. B.V. 98.28 Netherlands ING Prena B.V. 98.28 Aconto B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. ACT Administratie Service B.V. 100.00 Netherlands B.V. Administratie 100.00 B.V. Centrum voor Tussenpersonen ACT ACT Computer Services B.V. B.V. 100.00 Netherlands B.V. Administratie 100.00 Centrum voor Tussenpersonen ACT ACT Personeel Service B.V. B.V. 100.00 Netherlands B.V. Administratie 100.00 Centrum voor Tussenpersonen ACT Acti Location SA S.A. 99.99 France Loca-BBL S.A. 99.99 Acti-Bail Lyon SA S.A. 100.00 France Loca-BBL S.A. 100.00 Acti-Bail SA S.A. 100.00 France Loca-BBL S.A. 100.00 Acti-Equipement S.A. 100.00 France Loca-BBL S.A. 100.00 (ex-Rivaud-Bail) SA ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== "The Seven Provinces" Insurance Underwriters Ltd. "Transatlantica" Herverzekering Maatschappij N.V. 1.BHF Prag-Immobilien s.r.o. 1084703 Ontario Inc. 1118632 Ontario Inc. 1158157 Ontario Ltd. 1300 Connecticut Avenue Joint Venture 1418583 Ontario Ltd. 1440915 Ontario Inc 3214141 Canada Inc. 3662578 Canada Inc.(7) 52 Philip Street Pty Limited 828799 Alberta Ltd. 828803 Alberta Ltd. 828809 Alberta Ltd. 829031 Alberta Ltd. 829037 Alberta Ltd. A. Prins B.V. A. Prins Makelaardij o/g B.V. A. van der Molen Herenmode B.V. A. van der Pol Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen B.V. A.B.V. Staete B.V. A.C.M. Nienhuis Houdstermaatschappij B.V. A.H.M. Habets Beheer B.V. Abbotstone Investment Company Limited Abecor SA Aberlady B.V. Abiform Pty Limited ABO Bijlsma Assurantien B.V. Abrocoma B.V. ABZ Holding B.V. Aceros B.V. Aconto B.V. ACT Administratie Service B.V. ACT Computer Services B.V. ACT Personeel Service B.V. Acti Location SA Acti-Bail Lyon SA Acti-Bail SA Acti-Equipement (ex-Rivaud-Bail) SA
1
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Administradora de Fondos S.A. 100.00 Chile Aetna S.A. 100.00 de Inversiones S.A. Administradora de Fondos S.A. 96.60 Chile Aetna S.A. 96.60 de Pensiones Santa Maria S.A. Administratie & B.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Trustkantoor Beleggingsfonds Protestants Nederland B.V. Administratiekantoor de B.V. 100.00 Netherlands InterAdvies N.V. 100.00 Leuve B.V. Advisor Asset Management Ltd. 100.00 Australia Advisor Investment 100.00 Limited Services Limited Advisor Investment Ltd. 100.00 Australia Austplanners Holdings 100.00 Services Limited Pty Limited Advisor Research Pty Ltd. 100.00 Australia Advisor Investment 100.00 Limited Services Limited Advisory Company Luxembourg S.A. 99.97 Luxemburg Middenbank Curacao N.V. 99.97 AE Five Inc. Inc. 100.00 United States of Aetna International, 100.00 America Inc. Aeltus Capital, Inc. Inc. 100.00 United States of Aeltus Investment 100.00 America Management, Inc. Aeltus Investment Ltd. 100.00 Hong Kong Aeltus Investment 100.00 Management (Bermuda) Management, Inc. Holdings Limited Aeltus Investment Inc. 100.00 United States of Aetna Investment 100.00 Management, Inc. America Adviser Holding Company, Inc. Aeltus Trust Company 100.00 United States of Aeltus Investment 100.00 America Management, Inc. Aetna (HK) Services Limited Ltd. 100.00 Hong Kong Aetna International, 100.00 Inc. Aetna (Netherlands) B.V. 100.00 Netherlands Aetna Life & Casually 100.00 Holdings B.V. International Finance N.V. Aetna Argentina S.A. S.A. 100.00 Argentina Aetna International, 100.00 Inc. Aetna Capital Holdings, Inc. 100.00 United States of Aetna International, 100.00 Inc. America Inc. Aetna Chile Seguros de S.A. 100.00 Chile Aetna S.A. 100.00 Vida S.A. Aetna Chile Seguros S.A. 99.05 Chile Aetna S.A. 99.05 Generales S.A. Aetna Confirmation Service 100.00 Japan The Aetna Heiwa Life 100.00 Co. Insurance Company Limited Aetna Credito Hipotecario S.A. 100.00 Chile Aetna S.A. 100.00 S.A. Aetna Financial Limited Ltd. 100.00 Hong Kong Aetna Life Insurance 100.00 Company (Bermuda) Limited Aetna Financial Services, Inc. 100.00 United States of Aetna Retail Holding 100.00 Inc America Company, Inc. Aetna Heart Company Limited Ltd. 99.40 Taiwan Aetna Heart Investment 99.40 Holdings Limited Aetna Heart Investment Ltd. 80.00 Taiwan Aetna Life Insurance 80.00 Holdings Limited Company of America Aetna Heart Publishing Co. Ltd. 99.40 Taiwan Aetna Heart Investment 99.40 Ltd. Holdings Limited Aetna Information Ltd. 100.00 China Aetna International, 100.00 Technology (Guangzhou) Inc. Limited Aetna Insurance Company of 100.00 United States of Aetna Life Insurance 100.00 America ) America and Annuity Company Aetna International 1, LLC LLC 100.00 United States of Aetna International, 100.00 America Inc. Aetna International 2, LLC LLC 100.00 United States of Aetna International, 100.00 America Inc. Aetna International 3, LLC LLC 100.00 United States of Aetna International, 100.00 America Inc. Aetna International 4, LLC LLC 100.00 United States of Aetna International, 100.00 America Inc. Aetna International Fund Inc. 100.00 United States of Aetna International, 100.00 Management, Inc. America Inc. Aetna International Ltd. 100.00 Hong Kong Aetna International, 100.00 Holdings I Limited Inc. Aetna International Ltd. 100.00 Hong Kong Aetna International, 100.00 Holdings II Limited Inc. Aetna International Peru S.A. 100.00 Peru Aetna S.A. 100.00 S.A. Aetna International, Inc. Inc. 100.00 United States of Lion Connecticut 100.00 America Holdings, Inc. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Administradora de Fondos de Inversiones S.A. Administradora de Fondos de Pensiones Santa Maria S.A. Administratie & Trustkantoor Beleggingsfonds Protestants Nederland B.V. Administratiekantoor de Leuve B.V. Advisor Asset Management Limited Advisor Investment Services Limited Advisor Research Pty Limited Advisory Company Luxembourg AE Five Inc. Aeltus Capital, Inc. Aeltus Investment Management (Bermuda) Holdings Limited Aeltus Investment Management, Inc. Aeltus Trust Company Aetna (HK) Services Limited Aetna (Netherlands) Holdings B.V. Aetna Argentina S.A. Aetna Capital Holdings, Inc. Aetna Chile Seguros de Vida S.A. Aetna Chile Seguros Generales S.A. Aetna Confirmation Service Co. Aetna Credito Hipotecario S.A. Aetna Financial Limited Aetna Financial Services, Inc Aetna Heart Company Limited Aetna Heart Investment Holdings Limited Aetna Heart Publishing Co. Ltd. Aetna Information Technology (Guangzhou) Limited Aetna Insurance Company of America (Florida) Aetna International 1, LLC Aetna International 2, LLC Aetna International 3, LLC Aetna International 4, LLC Aetna International Fund Management, Inc. Aetna International Holdings I Limited Aetna International Holdings II Limited Aetna International Peru S.A. Aetna International, Inc.
2
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Aetna Investment Adviser Inc. 100.00 United States of Aetna Life Insurance 100.00 Holding Company, Inc. America and Annuity Company Aetna Investment Ltd. 100.00 Hong Kong Aetna (HK) Services 100.00 Management (F.E.) Limited Limited Aetna Investment Ltd. 80.00 Taiwan Aetna International, 80.00 Management (Taiwan) Limited Inc. Aetna Investment Services, LLC 100.00 United States of Aetna Life Insurance 100.00 LLC America and Annuity Company Aetna Leasing Co. 45.00 Japan The Aetna Heiwa Life 10.00 Aetna Premium 35.00 Insurance Company Collection Co. Limited Aetna Life & Casually N.V. 100.00 Netherlands Antilles Aetna International, 100.00 International Finance N.V. Inc. Aetna Life Insurance Inc. 100.00 Philippines Aetna Philippine 100.00 (Philippines), Inc. Ventures, Inc. Aetna Life Insurance 50.00 Taiwan Aetna Heart Investment 50.00 Agency Co. Holdings Limited Aetna Life Insurance and Inc. 100.00 United States of Aetna Retirement 100.00 Annuity Company America Holdings, Inc. Aetna Life Insurance Ltd. 100.00 Hong Kong Aetna International, 61.00 Strategic 39.00 Company (Bermuda) Limited Inc. Investors Asia Limted Aetna Life Insurance 100.00 United States of Aetna International, 100.00 Aetna Life - Company of America America Inc. Insurance Company of America Holdings, Inc. (ALICA Holdings, Inc.) Aetna Life Insurance Inc. 100.00 United States of Aetna International, 80.00 ING Insurance 20.00 Company of America America Inc. International B.V. Holdings, Inc. (ALICA Holdings, Inc.) Aetna MPF Limited Ltd. 100.00 Aetna International, 100.00 Inc. Aetna Pensiones Peru S.A. S.A. 100.00 Peru Santa Maria 66.00 Aetna S.A. 34.00 Internacional S.A. Aetna Philippine Ventures, Inc. 100.00 Philippines Aetna International, 100.00 Inc. Inc. Aetna Premium Collection 100.00 Japan Aetna International, 90.00 The Heiwa Aetna 10.00 Co. Inc. Life Insurance Company Limited Aetna Retail Holding Inc. 100.00 United States of Aetna Retirement 100.00 Company, Inc. America Holdings, Inc. Aetna Retirement Holdings, Inc. 100.00 United States of Aetna Retirement 100.00 Inc. America Services, Inc. Aetna Retirement Services, Inc. 100.00 United States of Lion Connecticut 100.00 Inc. America Holdings, Inc. Aetna S.A. S.A. 100.00 Chile Aetna International, 100.00 Inc. Aetna Salud S.A. S.A. 100.00 Argentina Aetna Argentina S.A. 100.00 (Argentina) Aetna Salud S.A. (Chile) S.A. 100.00 Chile Aetna S.A. 100.00 Aetna Securities Ltd. 80.00 Taiwan Aetna International, 80.00 Investment Management Inc. (Taiwan) Limited Aetna Services Holding Inc. 100.00 United States of Aetna Retirement 100.00 Company, Inc. America Holdings, Inc. Aetna South Life Insurance Ltd. 99.40 Taiwan Aetna Heart Investment 99.40 Agency Co. Ltd. Holdings Limited Aetna Synopac Credit Card Ltd. 49.99 Taiwan Aetna Heart Investment 49.99 Company Limited Holdings Limited Aetna Trust Limited Ltd. 100.00 Hong Kong Aetna International, 20.00 All 1, LLC 20.00 Inc. Aetna Universal Insurance Berhad 100.00 Malaysia Daya Aetna (Malaysia) 100.00 Berhad Sdn. Berhad Aetna Vida S.A. S.A. 100.00 Argentina Aetna Argentina S.A. 100.00 Afamco B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Afore Bital SA de CV S.A. 100.00 Mexico ING America Insurance 100.00 Holdings, Inc. AFP Financial Holdings, Inc Inc. 100.00 Canada ING Canada, Inc. 100.00 AFP Insurance Services Inc. 20.00 Canada AFP Financial 20.00 (Quebec) Inc. Holdings, Inc. AFP Insurance Services Ltd Ltd. 100.00 Canada AFP Financial 50.00 ING Canada Inc. 50.00 Holdings, Inc. AFP Integra Peru S.A. 60.20 Peru ING Insurance 20.00 Aetna 10.70 International B.V. International, Inc AFP Securities Inc. Inc. 100.00 Canada AFP Financial 100.00 Holdings, Inc. AFP Wealth Management, Inc. Inc. 100.00 Canada AFP Financial 100.00 Holdings, Inc. Agfa Finance SA S.A. 48.39 Belgium Locabel s.a. 48.39 ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Aetna Investment Adviser Holding Company, Inc. Aetna Investment Management (F.E.) Limited Aetna Investment Management (Taiwan) Limited Aetna Investment Services, LLC Aetna Leasing Co. Aetna Life & Casually International Finance N.V. Aetna Life Insurance (Philippines), Inc. Aetna Life Insurance Agency Co. Aetna Life Insurance and Annuity Company Aetna Life Insurance Company (Bermuda) Limited Aetna Life Insurance Company of America Aetna Life Insurance Company of America Holdings, Inc. (ALICA Holdings, Inc.) Aetna MPF Limited Aetna Pensiones Peru S.A. Aetna Philippine Ventures, Inc. Aetna Premium Collection Co. Aetna Retail Holding Company, Inc. Aetna Retirement Holdings, Inc. Aetna Retirement Services, Inc. Aetna S.A. Aetna Salud S.A. (Argentina) Aetna Salud S.A. (Chile) Aetna Securities Investment Management (Taiwan) Limited Aetna Services Holding Company, Inc. Aetna South Life Insurance Agency Co. Ltd. Aetna Synopac Credit Card Company Limited Aetna Trust Limited All 2, LLC 20.00 All 3, LLC 20.00 All 4, LLC 20.00 Aetna Universal Insurance Berhad Aetna Vida S.A. Afamco B.V. Afore Bital SA de CV AFP Financial Holdings, Inc AFP Insurance Services (Quebec) Inc. AFP Insurance Services Ltd AFP Integra Peru Aetna Pensiones 29.50 Peru S.A. AFP Securities Inc. AFP Wealth Management, Inc. Agfa Finance SA
3
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== AGIV Aktiengesellschaft AG 47.56 Germany Berliner Handels- und 47.56 fur Industrie und Frankfurter Bank A G Verkehrswesen Agpo B.V. 52.50 Netherlands NMB-Heller N.V. 26.25 Participatiemaatschappij B.V. Air Finance Amsterdam B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Management B.V. Air Finance Holland B.V. B.V. 100.00 Netherlands ING Aviation Lease B.V. 100.00 Air Holland Leasing II B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Management B.V. Airlease Fin Group Ltd. 5.00 Ireland Amellus Holdings Ltd. 5.00 Airlease Finance Ltd. Ltd. 36.36 Ireland BBL Aircraft 36.36 Investments Ltd. Akelius Fonder Plc. Plc. - Ireland Alabama First Insurance Inc. 100.00 United States of ING U.S. P&C 100.00 Company America Corporation Albranis B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Alegro Krediet B.V. B.V. 100.00 Netherlands G.J. van Geet Beheer 100.00 B.V. Alegron Belegging B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Algemeene Hypotheekbank N.V. 100.00 Netherlands Westlandsche Hypotheek 100.00 N.V. N.V. Algemeene N.V. 100.00 Netherlands Utrechtse 100.00 Waarborgmaatschappij N.V. Hypotheekbank N.V. Algemene Zeeuwse N.V. 100.00 Netherlands Tiel Utrecht 100.00 Verzekering Maatschappij Schadeverzekering N.V. N.V. Alismafar Beheer B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Aliwall Limited Ltd. 100.00 Hong Kong INGB Securities Client 100.00 Services Limited Alkmare B.V. B.V. 100.00 The Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Allgemeine Deutsche AG 49.00 Germany ING Verwaltung 49.00 Direktbank AG (Deutschland) GmbH A.G. Almenzor B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Alpha 2 GmbH GmbH 100.00 Germany ING Lease Deutschland 100.00 GmbH Alpha 3 GmbH GmbH 100.00 Germany ING Lease Deutschland 100.00 GmbH Alpha 4 GmbH GmbH 100.00 Germany ING Lease Deutschland 100.00 GmbH Altasec N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Alte Leipziger Trust GmbH 24.27 Germany Berliner Handels- und 24.27 Investment-Gesellschaft mbh Frankfurter Bank A G Altube B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Amellus Capital Ltd. Ltd. 100.00 Ireland Amellus Holdings Ltd. 100.00 Amellus Holdings Ltd. Ltd. 100.00 Ireland Bank Brussel Lambert 100.00 N.V. Amerbank S.A. 36.44 Poland Bank Brussel Lambert 36.44 N.V. Ameribest Life Insurance 100.00 United States of ING America Insurance 100.00 Company America Holdings, Inc. America First Insurance Inc. 100.00 United States of ING U.S. P&C 100.00 Company America Corporation Amersfoort Premiewoningen B.V. 50.00 Netherlands ING Vastgoed Belegging 50.00 B.V. B.V. Amersfoort-Staete B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Amev Venture Associates II L.P. 16.28 United States of ING Bank N.V. 16.28 LP America Amev Venture Associates L.P. 7.61 United States of ING Bank N.V. 7.61 III LP America Amfas Explotatie B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Maatschappij B.V. Nederland B.V. Amfas Hypotheken N.V. N.V. 100.00 Netherlands Amfas Explotatie 100.00 Maatschappij B.V. Amfas Pty Ltd. Ltd. 100.00 Australia Mercantile Mutual 100.00 Holdings Ltd. Amfico B.V. B.V. 100.00 Netherlands Westermij B.V. 100.00 Amfinex II B.V. B.V. 100.00 Netherlands Amfas Explotatie 100.00 Maatschappij B.V. Amstel Gaasperdam B.V. B.V. 100.00 Netherlands Muidergracht Onroerend 100.00 Goed B.V. Amsterdamse Poort Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 IV B.V. Ontwikkeling B.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== AGIV Aktiengesellschaft fur Industrie und Verkehrswesen Agpo Participatiemaatschappij B.V. Air Finance Amsterdam B.V. Air Finance Holland B.V. Air Holland Leasing II B.V. Airlease Fin Group Airlease Finance Ltd. Akelius Fonder Plc. Alabama First Insurance Company Albranis B.V. Alegro Krediet B.V. Alegron Belegging B.V. Algemeene Hypotheekbank N.V. Algemeene Waarborgmaatschappij N.V. Algemene Zeeuwse Verzekering Maatschappij N.V. Alismafar Beheer B.V. Aliwall Limited Alkmare B.V. Allgemeine Deutsche Direktbank AG Almenzor B.V. Alpha 2 GmbH Alpha 3 GmbH Alpha 4 GmbH Altasec N.V. Alte Leipziger Trust Investment-Gesellschaft mbh Altube B.V. Amellus Capital Ltd. Amellus Holdings Ltd. Amerbank Ameribest Life Insurance Company America First Insurance Company Amersfoort Premiewoningen B.V. Amersfoort-Staete B.V. Amev Venture Associates II LP Amev Venture Associates III LP Amfas Explotatie Maatschappij B.V. Amfas Hypotheken N.V. Amfas Pty Ltd. Amfico B.V. Amfinex II B.V. Amstel Gaasperdam B.V. Amsterdamse Poort Holding IV B.V.
4
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Amsterdamse Poort I B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Amsterdamse Poort II B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Amsterdamse Poort III B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Amsterdamse Poort IV B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Amstgeld Global Custody NV N.V. 100.00 Netherlands Amstgeld N.V. 100.00 Amstgeld Management AG A.G. 100.00 Switzerland Westland/Utrecht 100.00 Hypotheekbank N.V. Amstgeld N.V. N.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. Amstgeld Trust AG A.G. 100.00 Switzerland ING Lease Gabetti 100.00 S.p.A. Anardel B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Anilius N.V. N.V. 100.00 Netherlands ING Prena B.V. 100.00 Anodyne Nominees Ltd. 100.00 South Africa ING Barings Southern 100.00 (Proprietary) Limited Africa (proprietary) Limited Anorga B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Ansimmo S A S.A. 42.90 Belgium Sogerfin s.a. 42.90 Antilliaanse N.V. 100.00 Netherlands Antilles N.V. Nationale 100.00 Borg-Maatschappij N.V. Borg-Maatschappij AO Artsen-Verzekeringen N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 N.V. Nederland B.V. Apollo Fund Plc. - Ireland Apollonia N.V. 100.00 Netherlands Nationale Nederlanden 100.00 Levensverzekering N.V. Interfinance B.V. APW GmbH 97.09 Germany Berliner Handels- und 97.09 Industriebeteiligungs-GmbH Frankfurter Bank A G Araby Pty Ltd. Ltd. 100.00 Australia Pacific Mutual 100.00 Australia Limited Aralar B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Aralco N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Arcelia Limted Ltd. 100.00 Aetna International, 100.00 Inc. Arenda B.V. B.V. 100.00 Netherlands NV Nationale Volksbank 100.00 Argencontrol S.A. 5.93 Argentina ING Bank N.V. 5.93 Arma Beheer B.V. B.V. 23.40 Netherlands CenE Bankiers N.V. 23.40 Armstrong Jones (NZ) Ltd. Ltd. 100.00 New Zealand Pacific Mutual 100.00 Australia Limited Armstrong Jones Asia Ltd. 100.00 New Zealand Pacific Mutual 100.00 Limited Australia Limited Armstrong Jones Life Ltd. 100.00 New Zealand Pacific Mutual 100.00 Assurance Limited Australia Limited Armstrong Jones Management Ltd. 100.00 New Zealand Pacific Mutual 100.00 Limited Australia Limited Armstrong Jones Nominees Ltd. 100.00 New Zealand Armstrong Jones (NZ) 100.00 (NZ) Limited Ltd Armstrong Jones Portfolio Ltd. 100.00 New Zealand Pacific Mutual 100.00 Managament Pty Ltd. Australia Limited Armstrong Jones Project Ltd. 100.00 New Zealand Armstrong Jones 100.00 Management Pty Ltd. Management Limited Armstrong Jones Pty Ltd. Ltd. 100.00 New Zealand Armstrong Jones 100.00 Management Limited Arnhem Staete B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Arnold Limited Ltd. 100.00 United Kingdom Baring Trustees 50.00 Guernsey 50.00 (Guernsey) Limited International Fund Managers Limited Arrangementsbank voor N.V. 100.00 Netherlands ING Bank N.V. 100.00 Hypotheken en Financieringen NV Arrowhead Ltd. Ltd. 100.00 Bermuda ReliaStar Financial 100.00 Corporation Arto S.A. 12.49 France Banque Bruxelles 12.49 Lambert France S.A. Artolis B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Asa studenten B.V. 100.00 Netherlands ING Bank N.V. 100.00 uitzendbureau holding B.V. Asesories Previdencia S.A. 99.00 Chile Aetna Credito 99.00 Hipotecario S.A. Asiagest S.A. AG 47.37 France Financiere Atlas S.A. 47.37 ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Amsterdamse Poort I B.V. Amsterdamse Poort II B.V. Amsterdamse Poort III B.V. Amsterdamse Poort IV B.V. Amstgeld Global Custody NV Amstgeld Management AG Amstgeld N.V. Amstgeld Trust AG Anardel B.V. Anilius N.V. Anodyne Nominees (Proprietary) Limited Anorga B.V. Ansimmo S A Antilliaanse Borg-Maatschappij N.V. AO Artsen-Verzekeringen N.V. Apollo Fund Plc. Apollonia Levensverzekering N.V. APW Industriebeteiligungs-GmbH Araby Pty Ltd. Aralar B.V. Aralco N.V. Arcelia Limted Arenda B.V. Argencontrol Arma Beheer B.V. Armstrong Jones (NZ) Ltd. Armstrong Jones Asia Limited Armstrong Jones Life Assurance Limited Armstrong Jones Management Limited Armstrong Jones Nominees (NZ) Limited Armstrong Jones Portfolio Managament Pty Ltd. Armstrong Jones Project Management Pty Ltd. Armstrong Jones Pty Ltd. Arnhem Staete B.V. Arnold Limited Arrangementsbank voor Hypotheken en Financieringen NV Arrowhead Ltd. Arto Artolis B.V. Asa studenten uitzendbureau holding B.V. Asesories Previdencia Asiagest S.A.
5
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Assistencia Medica Social S.A. 100.00 Argentina Aetna Argentina S.A. 100.00 Argentina S.A. Associated Insurance Ltd. 100.00 Australia Austbrokers Holdings 100.00 Brokers Geelong Pty Limited Ltd. Assorti Beheer Amsterdam B.V. 100.00 Netherlands Amstel Gaasperdam B.V. 100.00 B.V. Assurantie- en B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Adviesbureau HAVINGA B.V. Assurantiebedrijf "De B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Maaspoort" B.V. Assurantiebedrijf ING Bank N.V. 100.00 Netherlands ING Bank N.V. 100.00 N.V. Assurantiekantoor Ant. J. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Belt B.V. Assurantiekantoor D. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Schouten B.V. Assurantiekantoor Fred C. B.V. 100.00 Netherlands B.V. Algemene 100.00 Meyster Jr. B.V. Beleggingsmaatschappij Reigerdaal Assurantiekantoor Honig & B.V. 100.00 Netherlands Assurantiebedrijf ING 100.00 Hageman B.V. Bank N.V. Assurantiekantoor Kaandorp B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. Assurantiekantoor W.J. van B.V. 100.00 Netherlands B.V. Algemene 100.00 der Put B.V. Beleggingsmaatschappij Reigerdaal Assurantiemaatschappij "De N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Zeven Provincien" N.V. Nederland B.V. Athelas Limited Ltd. 100.00 Australia Mercantile Mutual 100.00 Holdings Ltd. Atitlan B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Atlantis Asian Recovery Plc. - Ireland Fund Plc. Atlantis KOSDAQ Fund - Ireland Atlas Capital (Thailand) Ltd. 49.00 Thailand ING Baring Holding 49.00 Limited ("Atlas") Nederland B.V. Atlas Gestion OPCVM AG 92.90 France Financiere Atlas S.A. 92.90 Atlas InvesteringsGroep B.V. 33.23 Netherlands ING Bank N.V. 33.23 N.V. Atlas Investors C.V. 21.44 Netherlands Antilles ING Bank N.V. 21.44 Partnership III C.V. Atlas Venture Fund I, L P L.P. 24.86 United States of Middenbank Curacao N.V. 24.86 America Austadvisors Financial Ltd. Ltd. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. Austbrokers Holdings Ltd. Ltd. 100.00 Australia Mercantile Mutual 100.00 Holdings Ltd. Austbrokers Investments Ltd. 100.00 Australia Austbrokers Holdings 100.00 Pty Ltd. Ltd. Austbrokers Ltd. Ltd. 100.00 Australia Austbrokers Holdings 100.00 Ltd. Austbrokers Underwriting Ltd. 100.00 Australia Austbrokers Holdings 100.00 Pty Ltd Ltd. Austin Assets Limited Ltd. 100.00 Hong Kong Baring Asset 100.00 Management (Asia) Holdings Limited Austplanners Holdings Pty Ltd. 100.00 Australia The Mercantile Mutual 100.00 Limited Life Insurance Co. Ltd. Australian Community Ltd. 100.00 Australia The Mercantile Mutual 100.00 Insurance Ltd. Life Insurance Co. Ltd. Australian General Ltd. 100.00 Australia Amfas Pty Ltd. 100.00 Insurance Co. Ltd. Autolease Oss B.V. B.V. 100.00 Netherlands CW Lease Nederland BV 100.00 Autolease s a S.A. 100.00 Belgium Locabel s.a. 100.00 AVG Exploitatie I B.V. B.V. 100.00 Netherlands Westermij B.V. 100.00 AVG Exploitatie IX B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Herverzekering Maatschappij N.V. AVG Explotatie en Beheer B.V. 100.00 Netherlands Amfas Explotatie 100.00 B.V. Maatschappij B.V. Aviation Service Holland B.V. 100.00 Netherlands ING Aviation Lease B.V. 100.00 B.V. AVR Verzekeringen B.V. B.V. 100.00 Netherlands Oostermij B.V. 100.00 B & F Properties B.V. GmbH 97.09 Netherlands BHF Finance 97.09 (Nederlands) B.V. B.B.A.H. Pty Limited Ltd. 100.00 Australia Barings C.F. Holdings 100.00 Limited B.B.L. Hold sa S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. B.B.L. Travel Luxembourg sa S.A. 100.00 Luxemburg Bank Brussel Lambert 100.00 N.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Assistencia Medica Social Argentina S.A. Associated Insurance Brokers Geelong Pty Limited Assorti Beheer Amsterdam B.V. Assurantie- en Adviesbureau HAVINGA B.V. Assurantiebedrijf "De Maaspoort" B.V. Assurantiebedrijf ING Bank N.V. Assurantiekantoor Ant. J. Belt B.V. Assurantiekantoor D. Schouten B.V. Assurantiekantoor Fred C. Meyster Jr. B.V. Assurantiekantoor Honig & Hageman B.V. Assurantiekantoor Kaandorp B.V. Assurantiekantoor W.J. van der Put B.V. Assurantiemaatschappij "De Zeven Provincien" N.V. Athelas Limited Atitlan B.V. Atlantis Asian Recovery Fund Plc. Atlantis KOSDAQ Fund Atlas Capital (Thailand) Limited ("Atlas") Atlas Gestion OPCVM Atlas InvesteringsGroep N.V. Atlas Investors Partnership III C.V. Atlas Venture Fund I, L P Austadvisors Financial Ltd. Austbrokers Holdings Ltd. Austbrokers Investments Pty Ltd. Austbrokers Ltd. Austbrokers Underwriting Pty Ltd Austin Assets Limited Austplanners Holdings Pty Limited Australian Community Insurance Ltd. Australian General Insurance Co. Ltd. Autolease Oss B.V. Autolease s a AVG Exploitatie I B.V. AVG Exploitatie IX B.V. AVG Explotatie en Beheer B.V. Aviation Service Holland B.V. AVR Verzekeringen B.V. B & F Properties B.V. B.B.A.H. Pty Limited B.B.L. Hold sa B.B.L. Travel Luxembourg sa
6
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== B.Cars S.A. 19.96 Belgium Bank Brussel Lambert 19.96 N.V. B.Cars n(degree)1 sa S.A. 19.96 Belgium Bank Brussel Lambert 19.96 N.V. B.T.O Ticket Delivery S.A. 27.50 Belgium Bank Brussel Lambert 27.50 Office sa N.V. B.V. "De Administratie" B.V. 100.00 Netherlands BOZ B.V. 100.00 Maatschappij tot Explotatie van Onroerende Goederen B.V. Administratie Centrum B.V. 100.00 Netherlands ING Support Holding 100.00 voor Tussenpersonen ACT B.V. B.V. Algemene B.V. 100.00 Netherlands Nationale-Nederlanden 83.00 Nationale-Nederlanden10.60 Beleggingsmaatschappij Holdinvest B.V. Schadeverzekering "Lapeg" Maatschappij N.V. B.V. Algemene B.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Beleggingsmaatschappij CenE Bankiers N.V. B.V. Algemene B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Beleggingsmaatschappij Nederland B.V. Kievietsdaal B.V. Algemene B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Beleggingsmaatschappij Nederland B.V. Reigerdaal B.V. Algemene B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Beleggingsmaatschappij Van Interfinance B.V. Markenlaan B.V. Amiloh B.V. 100.00 Netherlands BOZ B.V. 100.00 B.V. Bedrijven Park G.P. B.V. 50.00 Netherlands ING Vastgoed 50.00 Ontwikkeling B.V. B.V. Beheersmaatschappij B.V. 100.00 Netherlands ING Prena B.V. 100.00 Nuyt en Heikens B.V. B.V. 99.98 Netherlands Nationale-Nederlanden 86.13 Nationale-Nederlanden 7.46 Beleggingsmaatschappij Levensverzekering Schadeverzekering Berendaal Maatschappij N.V. Maatschappij N.V. B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij van der Horst B.V. B.V. 100.00 Netherlands ING Vastgoed Belegging 100.00 Beleggingsmaatschappij B.V. Vinkendaal B.V. Betaalzegelbedrijf B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 "De Voorzorg" J. van Ouwel Holdinvest B.V. B.V. De Oude Aa-Stroom B.V. 100.00 Netherlands BOZ B.V. 100.00 B.V. Deelnemings- en B.V. 100.00 Netherlands Bank Mendes Gans N.V. 100.00 Financieringsmaatschappij "Nova Zembla" B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Financieringsmaatschappij Financiele Diensten VOLA B.V. B.V. Gemeenschappelijk B.V. 25.00 Netherlands ING Bank N.V. 25.00 Bezit Aandelen Necigef B.V. Kredietmaatschappij B.V. 100.00 Netherlands B.V. 100.00 VOLA Financieringsmaatschappij VOLA B.V. Maatschappij van B.V. 100.00 Netherlands ING Bank N.V. 100.00 Onroerende Goederen 'Het Middenstandshuis' B.V. Maatschappij van B.V. 100.00 Netherlands BV Maatschappij van 100.00 Onroerende Goederen 'Het Onroerende Goederen Middenstandshuis A' 'Het Middenstandshuis' B.V. Maatschappij van B.V. 100.00 Netherlands ING Prena B.V. 100.00 Onroerende Goederen 'Het Middenstandshuis B' B.V. Maatschappij van B.V. 100.00 Netherlands BV Maatschappij van 100.00 Onroerende Goederen 'Het Onroerende Goederen Middenstandshuis C' 'Het Middenstandshuis' B.V. Nederlandse B.V. 100.00 Netherlands ING Insurance 100.00 Flatbouwmaatschappij International B.V. B.V. Trust en B.V. 100.00 Netherlands Bank Mendes Gans N.V. 100.00 administratiekantoor van Bank Mendes Gans N.V. B.V. Vast Goed B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Maatschappij "Combuta" Holdinvest B.V. B.V. Vast Goed B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Maatschappij "Promes" Holdinvest B.V. B.V. Vermogensplanning B.V. 50.00 Netherlands Westland/Utrecht 50.00 N.b.i. Hypotheekbank N.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== B.Cars B.Cars n(degree)1 sa B.T.O Ticket Delivery Office sa B.V. "De Administratie" Maatschappij tot Explotatie van Onroerende Goederen B.V. Administratie Centrum voor Tussenpersonen ACT B.V. Algemene RVS 3.20 RVS 3.20 Beleggingsmaatschappij Levensverzekering Schadeverzekering "Lapeg" N.V. N.V. B.V. Algemene Beleggingsmaatschappij CenE Bankiers N.V. B.V. Algemene Beleggingsmaatschappij Kievietsdaal B.V. Algemene Beleggingsmaatschappij Reigerdaal B.V. Algemene Beleggingsmaatschappij Van Markenlaan B.V. Amiloh B.V. Bedrijven Park G.P. B.V. Beheersmaatschappij Nuyt en Heikens B.V. RVS 2.97 RVS 0.42 Postbank Beleggingsmaatschappij Levensverzekering Schadeverzekering Levensverzekering 3.00 Berendaal N.V. N.V. N.V. B.V. Beleggingsmaatschappij van der Horst B.V. Beleggingsmaatschappij Vinkendaal B.V. Betaalzegelbedrijf "De Voorzorg" J. van Ouwel B.V. De Oude Aa-Stroom B.V. Deelnemings- en Financieringsmaatschappij "Nova Zembla" B.V. Financieringsmaatschappij VOLA B.V. Gemeenschappelijk Bezit Aandelen Necigef B.V. Kredietmaatschappij VOLA B.V. Maatschappij van Onroerende Goederen 'Het Middenstandshuis' B.V. Maatschappij van Onroerende Goederen 'Het Middenstandshuis A' B.V. Maatschappij van Onroerende Goederen 'Het Middenstandshuis B' B.V. Maatschappij van Onroerende Goederen 'Het Middenstandshuis C' B.V. Nederlandse Flatbouwmaatschappij B.V. Trust en administratiekantoor van Bank Mendes Gans N.V. B.V. Vast Goed Maatschappij "Combuta" B.V. Vast Goed Maatschappij "Promes" B.V. Vermogensplanning N.b.i.
7
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== B.V. Vulca B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij Bainbridge B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Baker Insurance Brokers Ltd. 100.00 Canada Equisure Financial 100.00 Ltd. Network, Inc. Bald Eagle - British Virgin Islands BancWest Insurance Agency, Inc. 100.00 United States of PrimeVest Financial 100.00 Inc. America Services, Inc. BancWest Investment Inc. 100.00 United States of PrimeVest Financial 100.00 Services, Inc. America Services, Inc. Bank Brussel Lambert N.V. N.V. 98.76 Belgium ING Bank N.V. 98.76 Bank Card Company S A S.A. 14.43 Belgium Bank Brussel Lambert 13.72 ING Bank (Belgium) 0.71 N.V. N.V./S.A. Bank Mashill Utama Ltd. 36.19 Indonesia Bank Brussel Lambert 36.19 N.V. Bank Mendes Gans N.V. 100.00 Netherlands Bank Mendes Gans N.V. 100.00 Effectenbewaarbedrijf N.V. Bank Mendes Gans N.V. N.V. 97.77 Netherlands ING Bank N.V. 97.77 Bank Slaski S A w S.A. 54.98 Poland ING Bank N.V. 54.98 Katowicach Banksys s a S.A. 16.19 Belgium Bank Brussel Lambert 16.19 N.V. Banque Baring Brothers S.A. 70.00 Switzerland ING Bank N.V. 70.00 (Suisse) S A Banque Bruxelles Lambert Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 (Jersey) Nominees Ltd Lambert Suisse s.a. Banque Bruxelles Lambert Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 (Jersey) Secretaries Ltd Lambert Suisse s.a. Banque Bruxelles Lambert S.A. 100.00 France Bank Brussel Lambert 100.00 BBL International - France S.A. N.V. (U.K.) Ltd. Banque Bruxelles Lambert S.A. 100.00 Switzerland Bank Brussel Lambert 99.95 BBL International 0.05 Suisse S.A. N.V. (U.K.) Ltd. Banque Chabriere s a S.A. 9.98 France Banque Bruxelles 9.98 Lambert France S.A. Banque Commerciale du S.A. 8.89 Burundi Bank Brussel Lambert 8.89 Burundi N.V. Banque Diamantaire S.A. 13.28 Belgium Bank Brussel Lambert 13.28 Anversoise s a N.V. Banque Dubois (en S.A. 6.22 Belgium Bank Brussel Lambert 6.22 liquidation) N.V. Barbatus B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Barbuda B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Barfield Nominees Limited Ltd. 100.00 United Kingdom Barings (Guernsey) 100.00 Limited Baring (U.S.) Holdings Ltd. 100.00 United Kingdom Baring Brothers 100.00 Limited Holdings Limited Baring Asia (GP) Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Baring Asset Management Ltd. 100.00 Hong Kong Baring Asset 100.00 (Asia) Holdings Limited Management UK Holdings Limited Baring Asset Management Ltd. 10.00 Hong Kong Baring Asset 10.00 (Asia) Limited Management (Asia) Holdings Limited Baring Asset Management Ltd. 100.00 Australia Baring Asset 100.00 (Australia) Limited Management (Asia) Holdings Limited Baring Asset Management (C Ltd. 100.00 United Kingdom Baring Asset 100.00 I ) Limited Management UK Holdings Limited Baring Asset Management Ltd. 100.00 Japan Baring Asset 100.00 (Japan) Limited Management (Asia) Holdings Limited Baring Asset Management Inc. 100.00 United States of Baring International 100.00 Holdings inc America Investment Management Limited Baring Asset Management Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 Holdings Ltd. Limited Baring Asset Management inc Inc. 100.00 United States of Baring International 100.00 America Investment Management Holdings Ltd. Baring Asset Management Ltd. 100.00 United Kingdom Baring Asset 100.00 Ltd. Management Holdings Ltd. Baring Asset Management UK Ltd. 100.00 United Kingdom Baring International 100.00 Holdings Limited Investment Management Limited Baring Brothers (Espana) S S.A. 100.00 Spain Barings C.F. Holdings 100.00 A Limited Baring Brothers (Finance) Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Limited Baring Brothers (Italia) Srl 100.00 Italy Barings C.F. Holdings 100.00 Srl Limited ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== B.V. Vulca Beleggingsmaatschappij Bainbridge B.V. Baker Insurance Brokers Ltd. Bald Eagle BancWest Insurance Agency, Inc. BancWest Investment Services, Inc. Bank Brussel Lambert N.V. Bank Card Company S A Bank Mashill Utama Bank Mendes Gans Effectenbewaarbedrijf N.V. Bank Mendes Gans N.V. Bank Slaski S A w Katowicach Banksys s a Banque Baring Brothers (Suisse) S A Banque Bruxelles Lambert (Jersey) Nominees Ltd Banque Bruxelles Lambert (Jersey) Secretaries Ltd Banque Bruxelles Lambert France S.A. Banque Bruxelles Lambert Suisse S.A. Banque Chabriere s a Banque Commerciale du Burundi Banque Diamantaire Anversoise s a Banque Dubois (en liquidation) Barbatus B.V. Barbuda B.V. Barfield Nominees Limited Baring (U.S.) Holdings Limited Baring Asia (GP) Limited Baring Asset Management (Asia) Holdings Limited Baring Asset Management (Asia) Limited Baring Asset Management (Australia) Limited Baring Asset Management (C I ) Limited Baring Asset Management (Japan) Limited Baring Asset Management Holdings inc Baring Asset Management Holdings Ltd. Baring Asset Management inc Baring Asset Management Ltd. Baring Asset Management UK Holdings Limited Baring Brothers (Espana) S A Baring Brothers (Finance) Limited Baring Brothers (Italia) Srl
8
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Baring Brothers Argentina S.A. 100.00 Argentina Baring Brothers Limited 100.00 S A Baring Brothers Burrows & Ltd. 50.00 Australia B.B.A.H. Pty Limited 50.00 Co Limited Baring Brothers Burrows Ltd. 99.50 Australia B.B.A.H. Pty Limited 99.50 Securities Limited Baring Brothers Holdings Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 Limited Limited Baring Brothers GmbH 100.00 Germany ING Barings 100.00 International GmbH Deutschland (GmbH) Baring Brothers Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 International Limited Limited Baring Brothers Limited Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 Limited Baring Capricorn Ventures LLC 40.77 United Kingdom BPEP Holdings Limited 40.77 Limited Baring Chrysalis Fund - British West Indies Baring Communications LLC 50.00 United Kingdom BVP Holdings Limited 50.00 Equity Limited Baring European Fund Ltd. 100.00 United Kingdom BPEP Holdings Limited 100.00 Managers Limited Baring Fund Managers Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Limited Management Ltd. Baring Global Fund Ltd. 100.00 United Kingdom Baring Asset 100.00 Managers Limited Management Holdings Ltd. Baring International Fund Ltd. 100.00 Bermuda Baring Asset 100.00 Managers (Bermuda) Limited Management (Asia) Holdings Limited Baring International Fund Ltd. 100.00 Ireland Baring Asset 100.00 Managers (Ireland) Ltd. Management UK Holdings Limited Baring International Fund Ltd. 100.00 Hong Kong Baring International 100.00 Managers Limited Fund Managers Limited Baring International Ltd. 100.00 Canada Baring Asset 100.00 Investment (Canada) Limited Management Inc. Baring International Ltd. 100.00 Hong Kong Baring International 100.00 Investment (Far East) Fund Managers Limited Limited Baring International Ltd. 100.00 United Kingdom Baring Asset 100.00 Investment Limited Management Ltd. Baring International Ltd. 100.00 United Kingdom Baring Asset 100.00 Investment Management Management Ltd. Holdings Ltd. Baring International Ltd. 100.00 United Kingdom Baring International 100.00 Investment Management Investment Management Limited Holdings Ltd. Baring Investment Ltd. 100.00 United Kingdom Baring Asset 100.00 Management Ltd. Management Ltd. Baring Investment Services Inc. 100.00 United States of Baring International 100.00 inc America Investment Management Limited Baring Latin America GP LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Limited Baring Latin America LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Partners Limited Baring Managed Funds Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Services Ltd. Management Ltd. Baring Mexico (GP) Limited LLC 64.00 United Kingdom BPEP Management Limited 64.00 Baring Mutual Fund S.A. 100.00 Luxemburg Baring International 100.00 Management S A Investment Management Limited Baring Mutual Fund Ltd. 100.00 Ireland Baring Asset 100.00 Management(Ireland) Ltd. Management UK Holdings Limited Baring Nominees Ltd. 100.00 Australia Baring Securities 100.00 (Australia) Pty Ltd. (Financial Services) Limited Baring Pacific Investments Ltd. 100.00 Hong Kong Baring Asset 100.00 Limited Management (Asia) Holdings Limited Baring Private Asset Ltd. 100.00 United Kingdom Baring Asset 100.00 Management Ltd. Management Holdings Ltd. Baring Private Equity LLC 100.00 Hong Kong BPEP Holdings Limited 100.00 Partners (China) Limited Baring Private Equity LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Partners (India) Limited Baring Private Equity LLC 100.00 Spain BPEP Management Limited 100.00 Partners Espana S A Baring Private Equity GmbH 100.00 Germany BPEP Holdings Limited 100.00 Partners GmbH Baring Private Equity LLC 100.00 Singapore BPEP Holdings Limited 100.00 Partners Holding (Asia) Pte Limited ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Baring Brothers Argentina S A Baring Brothers Burrows & Co Limited Baring Brothers Burrows Securities Limited Baring Brothers Holdings Limited Baring Brothers International GmbH Baring Brothers International Limited Baring Brothers Limited Baring Capricorn Ventures Limited Baring Chrysalis Fund Baring Communications Equity Limited Baring European Fund Managers Limited Baring Fund Managers Limited Baring Global Fund Managers Limited Baring International Fund Managers (Bermuda) Limited Baring International Fund Managers (Ireland) Ltd. Baring International Fund Managers Limited Baring International Investment (Canada) Limited Baring International Investment (Far East) Limited Baring International Investment Limited Baring International Investment Management Holdings Ltd. Baring International Investment Management Limited Baring Investment Management Ltd. Baring Investment Services inc Baring Latin America GP Limited Baring Latin America Partners Limited Baring Managed Funds Services Ltd. Baring Mexico (GP) Limited Baring Mutual Fund Management S A Baring Mutual Fund Management(Ireland) Ltd. Baring Nominees (Australia) Pty Ltd. Baring Pacific Investments Limited Baring Private Asset Management Ltd. Baring Private Equity Partners (China) Limited Baring Private Equity Partners (India) Limited Baring Private Equity Partners Espana S A Baring Private Equity Partners GmbH Baring Private Equity Partners Holding (Asia) Pte Limited
9
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Baring Private Equity Ltd. 100.00 United Kingdom BPEP Holdings Limited 100.00 Partners Limited Baring Private Equity LLC 90.00 Mexico Baring Private Equity 90.00 Partners Mexico S C Partners Limited Baring Private Investment Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Management Ltd. Management Ltd. Baring Properties (London Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Wall) Limited Baring Properties Limited Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Baring Quantative Ltd. 100.00 United Kingdom Baring Asset 100.00 Management Ltd. Management Ltd. Baring Research S A de C V S.A. 100.00 Mexico Barsec (International) 100.00 Limited Baring Securities Ltd. 100.00 Australia Barsec (International) 100.00 (Australia) Pty Limited Limited Baring Securities Ltd. 100.00 United Kingdom INGB Securities 100.00 (Financial Services) (International) Limited Holdings Limited Baring Securities (London) Ltd. 100.00 United Kingdom INGB Dormant Holding 100.00 Limited Company Limited Baring Securities (OTC Ltd. 100.00 Hong Kong INGB Dormant Holding 100.00 Options) Limited Company Limited Baring Securities Ltd. 100.00 United Kingdom ING Baring Securities 100.00 (Property Services) Ltd. Services Limited Baring Trust Company Ltd. Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Management Ltd. Baring Trustees (Guernsey) Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Limited Management Ltd. Baring Umbrella Fixed Plc. - Ireland Income Fund Plc. Baring Venture Partners GmbH 100.00 Germany Baring Private Equity 100.00 GmbH Partners Limited Baring Venture Partners S A S.A. 100.00 Spain Baring Private Equity 100.00 Partners Limited Baring Vostok Capital LLC 51.00 United Kingdom BPEP Participations 51.00 Partners Limited Limited Baring Vostok Fund Ltd. 100.00 United Kingdom Baring Vostok Capital 100.00 Managers Limited Partners Limited Baring Warrants Plc. Plc. 100.00 United Kingdom Baring Brothers Limited 100.00 Baring World Opportunity - Luxemburg Fund Barings (Guernsey) Limited Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Management Ltd. Barings (Isle of Man) Ltd. 100.00 United Kingdom Baring Trustees 100.00 Limited (Guernsey) Limited Barings C.F. Holdings Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 Limited Limited Barings France S A S.A. 100.00 France Barings C.F. Holdings 100.00 Limited Barings Investment Ltd. 100.00 United Kingdom Baring Asset 100.00 Services Limited Management Holdings Ltd. Barings Ireland Limited Ltd. 100.00 Ireland Barings (Guernsey) 100.00 Limited Barings Mauritius Limited Ltd. 100.00 Mauritius Barsec (International) 100.00 Limited Barings Nominees Limited Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Barings Securities Ltd. 100.00 United Kingdom INGB Securities Client 100.00 Nominees Limited Services Limited Barnabe & Saurette Ltd. 100.00 Canada Equisure Financial Insurance Brokers Ltd. Network, Inc. Barsec (International) Ltd. 100.00 United Kingdom Baring Securities 100.00 Limited (Financial Services) Limited BBHP Pty Limited Ltd. 50.00 Australia B.B.A.H. Pty Limited 50.00 BBL (Jersey) Ltd. Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 Lambert Suisse s.a. BBL (USA) Holding Company Inc. 100.00 United States of Banque Bruxelles 100.00 Inc. America Lambert Suisse s.a. BBL Aircraft Investments Ltd. 100.00 Ireland Bank Brussel Lambert 100.00 Ltd. N.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Baring Private Equity Partners Limited Baring Private Equity Partners Mexico S C Baring Private Investment Management Ltd. Baring Properties (London Wall) Limited Baring Properties Limited Baring Quantative Management Ltd. Baring Research S A de C V Baring Securities (Australia) Pty Limited Baring Securities (Financial Services) Limited Baring Securities (London) Limited Baring Securities (OTC Options) Limited Baring Securities (Property Services) Ltd. Baring Trust Company Ltd. Baring Trustees (Guernsey) Limited Baring Umbrella Fixed Income Fund Plc. Baring Venture Partners GmbH Baring Venture Partners S A Baring Vostok Capital Partners Limited Baring Vostok Fund Managers Limited Baring Warrants Plc. Baring World Opportunity Fund Barings (Guernsey) Limited Barings (Isle of Man) Limited Barings C.F. Holdings Limited Barings France S A Barings Investment Services Limited Barings Ireland Limited Barings Mauritius Limited Barings Nominees Limited Barings Securities Nominees Limited Barnabe & Saurette Insurance Brokers Ltd. Barsec (International) Limited BBHP Pty Limited BBL (Jersey) Ltd. BBL (USA) Holding Company Inc. BBL Aircraft Investments Ltd.
10
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== BBL Asset Management Ltd. 100.00 Singapore Bank Brussel Lambert 100.00 (Singapore) Pte Ltd. N.V. BBL Assurance Paris s a S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. BBL Australia Ltd. Ltd. 100.00 Australia Banque Bruxelles 100.00 Lambert Australia Ltd. BBL Capital Management S.A. 99.98 Belgium BBL International 99.98 Corporation s a (U.K.) Ltd. BBL Direct s a S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. BBL Finance HK Ltd. Ltd. 100.00 Hong Kong BBL Singapore Ltd. 100.00 BBL Finance Ireland UnLtd. UnLtd. 100.00 Ireland BBL Ireland 100.00 BBL Financial Services Ltd. 100.00 Australia Banque Bruxelles 100.00 Australia Ltd. Lambert Nominees Ltd BBL Financial Services Ltd. Ltd. 100.00 Ireland BBL International 100.00 (U.K.) Ltd. BBL Gestion France s a S.A. 99.73 France BBL Gestion Holding s a 99.73 BBL Gestion Holding s a S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. BBL Insurance Brokerage s a S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. BBL Insurance s a S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. BBL International (U K ) Ltd. 100.00 United Kingdom Bank Brussel Lambert 100.00 Ltd. N.V. BBL International Finance S.A. 100.00 Luxemburg Bank Brussel Lambert 100.00 s a N.V. BBL International N.V. N.V. 100.00 Netherlands Bank Brussel Lambert 100.00 N.V. BBL Investment Ltd. Ltd. 100.00 Australia Banque Bruxelles 100.00 Lambert Australia Ltd. BBL Ireland Ltd. 100.00 Ireland Bank Brussel Lambert 100.00 N.V. BBL Leasing Ltd. Ltd. 100.00 Australia Banque Bruxelles 100.00 Lambert Australia Ltd. BBL Life France s a S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. BBL Life Lux s a S.A. 100.00 Luxemburg Banque Bruxelles 100.00 Lambert Life s.a. BBL Life s a S.A. 99.99 Belgium Bank Brussel Lambert 99.99 N.V. BBL Mauritius Holdings Inc. 100.00 Mauritius Bank Brussel Lambert 100.00 N.V. BBL Nominees Ltd. Ltd. 100.00 Australia Banque Bruxelles 100.00 Lambert Australia Ltd. BBL North America Funding Corp. 100.00 United States of Bank Brussel Lambert 100.00 Corp America N.V. BBL North America Inc. 100.00 United States of Bank Brussel Lambert 100.00 incorporated America N.V. BBL Overseas Issuing Corp Corp 100.00 United States of Soges Fiducem s.a. 100.00 America BBL Patrimoine S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. BBL Singapore Ltd. Ltd. 100.00 Singapore Bank Brussel Lambert 100.00 N.V. BBL Singapore Nominees Ltd. Ltd. 100.00 Singapore Bank Brussel Lambert 100.00 N.V. BBL Travel American S.A. 50.00 Belgium Bank Brussel Lambert 50.00 Express s a N.V. BBL Trust Co (Jersey) Ltd. Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 Lambert Suisse S.A. BBL Trust Company S.A. 100.00 Spain Banque Bruxelles 100.00 (Overseas) s a Lambert Suisse S.A. BBL Trust Services B.V. 100.00 Netherlands CEL Data Services s.a. 100.00 (Nederlands) B.V. BBL Trust Services S.A. 100.00 Luxemburg CEL Data Services s.a. 100.00 Luxembourg s a BBL Vie (ex Rabelais S.N.C 100.00 France Banque Bruxelles 100.00 Conseil s n c ) Lambert France S.A. BBW Software GmbH i.L. GmbH 32.36 Germany Berliner Handels- und 32.36 Frankfurter Bank A G BCEA Advisers Limited Ltd. 50.00 United Kingdom BPEP Holdings Limited 50.00 BCEA Management Pte Limited LLC 60.00 Singapore BCEA Advisers Limited 60.00 BCEE Advisers Limited LLC 50.00 United Kingdom BPEP Holdings Limited 50.00 BCEF Advisers Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== BBL Asset Management (Singapore) Pte Ltd. BBL Assurance Paris s a BBL Australia Ltd. BBL Capital Management Corporation s a BBL Direct s a BBL Finance HK Ltd. BBL Finance Ireland UnLtd. BBL Financial Services Australia Ltd. BBL Financial Services Ltd. BBL Gestion France s a BBL Gestion Holding s a BBL Insurance Brokerage s a BBL Insurance s a BBL International (U K ) Ltd. BBL International Finance s a BBL International N.V. BBL Investment Ltd. BBL Ireland BBL Leasing Ltd. BBL Life France s a BBL Life Lux s a BBL Life s a BBL Mauritius Holdings BBL Nominees Ltd. BBL North America Funding Corp BBL North America incorporated BBL Overseas Issuing Corp BBL Patrimoine BBL Singapore Ltd. BBL Singapore Nominees Ltd. BBL Travel American Express s a BBL Trust Co (Jersey) Ltd. BBL Trust Company (Overseas) s a BBL Trust Services (Nederlands) B.V. BBL Trust Services Luxembourg s a BBL Vie (ex Rabelais Conseil s n c ) BBW Software GmbH i.L. BCEA Advisers Limited BCEA Management Pte Limited BCEE Advisers Limited BCEF Advisers Limited
11
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== BCL Finance S A S.A. 100.00 Belgium Locabel-Auto s.a. 100.00 Bebida B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Bedale B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Bedrijfsgebouw Groeneveld C.V. - Netherlands MBO C.V. Bedrijfsgebouw MBO - Riho C.V. - Netherlands C V Bedrijvencentrum N.V. 14.23 Belgium Sogerfin S.A. 14.23 Erembodegem N.V. Bedrijvencentrum Leuven N.V. 7.38 Belgium Sogerfin S.A. 7.38 N.V. Bedrijvencentrum Regio N.V. 14.93 Belgium Sogerfin S.A. 14.93 Oostende N.V. Bedrijvencentrum Sint N.V. 19.81 Belgium Sogerfin S.A. 19.81 Pietersleeuw N.V. Bedrijvencentrum Vilvoorde N.V. 5.62 Belgium Sogerfin S.A. 5.62 N.V. Bedrijvencentrum Vlaamse N.V. 7.46 Belgium Sogerfin S.A. 7.46 Ardennen N.V. Beheer Administratie en B.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Beleggingsmaatschappij Kant B.V. Beheer- en B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Exploitatiemaatschappij De Holdinvest B.V. Vestingwachter B.V. Beheermaatschappij Darius B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Beheermaatschappij Jansen B.V. 100.00 Netherlands BV Algemene 100.00 Groenekan B.V. Beleggingsmaatschappij CenE Bankiers N.V. Beheermaatschappij Stouwe B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Beheermaatschappij van der B.V. 100.00 Netherlands ING Prena B.V. 100.00 Reijnst B.V. Beheermaatschappij van het B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsfonds van de 7 B.V. Beheermaatschappij Van B.V. 100.00 Netherlands ING Prena B.V. 100.00 Putten B.V. Beheersmaatschappij Elma B.V. 100.00 Netherlands ING Prena B.V. 100.00 Schrijen B.V. Beheersmij. A.J. Konst B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Belart S.A. S.A. 100.00 Belgium BOZ B.V. 60.00 Belart State B.V. 40.00 Belart Staete B.V. B.V. 100.00 Netherlands ING Inmuebles S.A. 100.00 Belfox s c S.A. 8.11 Belgium Bank Brussel Lambert 8.11 N.V. Belgian European Payment S.C. 20.00 Belgium Bank Brussel Lambert 20.00 Systems S C N.V. Belgian Overseas Agencies Ltd. 100.00 Canada Soges Fiducem s.a. 100.00 Ltd. Belhaska 51 B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Belhaska 52 B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Belhaska IX B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal Belhaska Monumenten B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Belhaska XX B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXI B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXII B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXIII B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXIV B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXIX B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXV B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXVI B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXVII B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Belhaska XXVIII B.V. B.V. 20.00 Netherlands Oostermij B.V. 20.00 Bello & Klaassen B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantie Adviseurs B.V. Belsca s a Namur S.A. 19.96 Belgium Bank Brussel Lambert 19.96 N.V. Bempton B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Benelux Investment Fund B.V. 16.28 Netherlands ING Bank N.V. 6.87 Bank Brussel 9.50 B.V. Lambert NV Ben-Net Corporation Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Berchem Onroerend Goed B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== BCL Finance S A Bebida B.V. Bedale B.V. Bedrijfsgebouw Groeneveld MBO C.V. Bedrijfsgebouw MBO - Riho C V Bedrijvencentrum Erembodegem N.V. Bedrijvencentrum Leuven N.V. Bedrijvencentrum Regio Oostende N.V. Bedrijvencentrum Sint Pietersleeuw N.V. Bedrijvencentrum Vilvoorde N.V. Bedrijvencentrum Vlaamse Ardennen N.V. Beheer Administratie en Beleggingsmaatschappij Kant B.V. Beheer- en Exploitatiemaatschappij De Vestingwachter B.V. Beheermaatschappij Darius B.V. Beheermaatschappij Jansen Groenekan B.V. Beheermaatschappij Stouwe B.V. Beheermaatschappij van der Reijnst B.V. Beheermaatschappij van het Beleggingsfonds van de 7 B.V. Beheermaatschappij Van Putten B.V. Beheersmaatschappij Elma Schrijen B.V. Beheersmij. A.J. Konst B.V. Belart S.A. Belart Staete B.V. Belfox s c Belgian European Payment Systems S C Belgian Overseas Agencies Ltd. Belhaska 51 B.V. Belhaska 52 B.V. Belhaska IX B.V. Belhaska Monumenten B.V. Belhaska XX B.V. Belhaska XXI B.V. Belhaska XXII B.V. Belhaska XXIII B.V. Belhaska XXIV B.V. Belhaska XXIX B.V. Belhaska XXV B.V. Belhaska XXVI B.V. Belhaska XXVII B.V. Belhaska XXVIII B.V. Bello & Klaassen Assurantie Adviseurs B.V. Belsca s a Namur Bempton B.V. Benelux Investment Fund B.V. Ben-Net Corporation Berchem Onroerend Goed B.V.
12
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Berg Assurantien B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal Berg Bankzaken B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal Berg Diensten Beheer B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Berkelse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Berkel-Staete I B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Berkel-Staete II B.V. B.V. 100.00 Netherlands Berkel-Staete I B.V. 100.00 Berlin Brandenburg B.V. - Netherlands - Grundbesitz B.V. Berliner Gesellschaft fur GmbH 97.09 Germany Berliner Handels- und 97.09 Vermogensverwaltung mbH Frankfurter Bank A G Berliner Handels- und A.G. 97.09 Germany ING Verwaltung und 95.39 ING Bank NV 1.70 Frankfurter Bank A G Beteiligung GmbH Bermillio B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Berofranc Verwaltungs GmbH GmbH 97.09 Germany Berliner Handels- und 97.09 Frankfurter Bank A G Besto Sol Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beuke Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Bewaarbedrijf CenE B.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Bankiers B.V. Bfl-Beteiligungsgesellschaft GmbH 97.09 Germany Industrie-Beteiligungs- 97.09 fur Industriewerte mbH Gesellschaft mbH BHB Management Limited Ltd. 100.00 United Kingdom Baring Private Equity 100.00 Partners Limited BHF (USA) Capital AG 97.09 United States of BHF (USA) Holdings, 97.09 Corporation America Inc. BHF (USA) Holdings, Inc. Inc. 97.09 United States of Berliner Handels- und 97.09 America Frankfurter Bank A G BHF + HIH Fondsmanagement GmbH 58.25 Germany Berliner Handels- und 58.25 GmbH Frankfurter Bank A G BHF 1. Grundbesitz GmbH GmbH 97.09 Germany BHF Immobilien-GmbH 97.09 BHF Capital Management GmbH GmbH 97.09 Germany Berliner Handels- und 97.09 Frankfurter Bank A G BHF Finance (Brazil) Ltda. Ltda. 97.09 Brazil Berliner Handels- und 97.09 Frankfurter Bank A G BHF Finance (Delaware) Inc. AG 97.09 United States of BHF (USA) Holdings, 97.09 America Inc. BHF Finance (Nederlands) B.V. 97.09 Netherlands Berliner Handels- und 97.09 B.V. Frankfurter Bank A G BHF GmbH 97.09 Germany Berliner Handels- und 97.09 Grundbesitz- Frankfurter Bank A G Verwaltungsgesellschaft mbH BHF OHG 30.10 Germany Industrie-Beteiligungs- 30.10 Grundbesitz- Gesellschaft mbH Verwaltungsgesellschaft mbH & Co am Kaiserlei oHG BHF OHG 66.99 Germany Berliner Handels- und 66.99 Grundbesitz- Frankfurter Bank A G Verwaltungsgesellschaft mbH & Co. am Kaiserlei OHG BHF Immobilien-GmbH GmbH 97.09 Germany Berliner Handels- und 97.09 Frankfurter Bank A G BHF Realty Corporation AG 97.09 United States of BHF (USA) Capital 97.09 America Corporation BHF Specialized Finance GmbH 97.09 Germany Berliner Handels- und 97.09 GmbH Frankfurter Bank A G BHF Structured Finance AG 97.09 Cayman Islands BHF (USA) Holdings, 97.09 Corporation Inc. BHF Trust Management GmbH 97.09 Germany Berliner Handels- und 97.09 Gesellschaft fur Frankfurter Bank A G Vermogensverwaltung mbH BHF Vastgoed B.V. GmbH 97.09 Netherlands BHF Finance 97.09 (Nederlands) B.V. BHF Zivnostenska GmbH 80.87 Netherlands BHF Finance 80.87 Investment B.V. (Nederlands) B.V. BHF-BANK (Jersey) Ltd. AG 97.09 United Kingdom BHF-BANK Finance 97.09 (Jersey) Ltd. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Berg Assurantien B.V. Berg Bankzaken B.V. Berg Diensten Beheer B.V. Berkelse Poort B.V. Berkel-Staete I B.V. Berkel-Staete II B.V. Berlin Brandenburg Grundbesitz B.V. Berliner Gesellschaft fur Vermogensverwaltung mbH Berliner Handels- und Frankfurter Bank A G Bermillio B.V. Berofranc Verwaltungs GmbH Besto Sol Beheer B.V. Beuke Poort B.V. Bewaarbedrijf CenE Bankiers B.V. Bfl-Beteiligungsgesellschaft fur Industriewerte mbH BHB Management Limited BHF (USA) Capital Corporation BHF (USA) Holdings, Inc. BHF + HIH Fondsmanagement GmbH BHF 1. Grundbesitz GmbH BHF Capital Management GmbH BHF Finance (Brazil) Ltda. BHF Finance (Delaware) Inc. BHF Finance (Nederlands) B.V. BHF Grundbesitz- Verwaltungsgesellschaft mbH BHF Grundbesitz- Verwaltungsgesellschaft mbH & Co am Kaiserlei oHG BHF Grundbesitz- Verwaltungsgesellschaft mbH & Co. am Kaiserlei OHG BHF Immobilien-GmbH BHF Realty Corporation BHF Specialized Finance GmbH BHF Structured Finance Corporation BHF Trust Management Gesellschaft fur Vermogensverwaltung mbH BHF Vastgoed B.V. BHF Zivnostenska Investment B.V. BHF-BANK (Jersey) Ltd.
13
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== BHF-BANK (Schweiz) AG AG 97.09 Switzerland Berliner Handels- und 97.09 Frankfurter Bank A G BHF-BANK Finance (Jersey) Ltd. 97.09 United Kingdom Berliner Handels- und 97.09 Ltd. Frankfurter Bank A G BHF-BANK International S.A. S.A. 97.09 Luxemburg Berliner Handels- und 97.09 Frankfurter Bank A G BHF-Betriebsservice GmbH GmbH 97.09 Germany Berliner Handels- und 97.09 Frankfurter Bank A G BHR Management Limited Ltd. 100.00 United Kingdom BPEP Management Limited 100.00 BI Advisers Limited LLC 60.00 United Kingdom BPEP Holdings Limited 60.00 Bijlmerplein Leasing B.V. B.V. 100.00 Netherlands BV Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis' Bimbister B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Biporus B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 BIS Nominees Pty Limited Ltd. 100.00 Australia Advisor Asset 100.00 Management Limited Bishop-Morrow Insurance Ltd. 100.00 Canada Equisure Financial 100.00 Ltd. Network, Inc. Bishopscourt Holdings Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Limited Bishopscourt Leasing Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 (Holdings) Limited Bishopscourt Securities Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Limited Bisys Brokerage Services Inc. 100.00 United States of Relia Star 100.00 America BLAC Corp incorperated LLC 51.00 United States of BLAC Holdings inc 51.00 America BLAC Holdings inc LLC 100.00 United States of BPEP Holdings Limited 100.00 America Blarina B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Blauwe M R I B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Bleakleys Limited Ltd. 100.00 Australia Austplanners Holdings 100.00 Pty Limited Blijenhoek Staete B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 BLP II Expl. Toren A ? - Netherlands ? - BLP III Expl. Toren B ? - Netherlands ? - Blue Cross Medical Ltd. 100.00 Singapore ING Insurance 100.00 Consultancy (S'pore) Pty. International B.V. Ltd. Bonfield Japan Growth - Cayman Island, British West Indies Bonfield Japan Hedge Fund - Ireland Boree s a S.A. 100.00 France Bank Brussel Lambert 100.00 N.V. Boston Crecent Inc. Inc. - Netherlands ? - Bouw en N.V. 100.00 Netherlands Westland/Utrecht 100.00 Exploitatiemaatschappij Hypotheekbank N.V. Deska XXIII B.V. Bouw-, Exploitatie en B.V. 100.00 Netherlands Muidergracht Onroerend 100.00 Administratie Maatschappij Goed B.V. Amer IV B.V. Bouwbureau voor de B.V. 100.00 Netherlands ING Prena B.V. 100.00 Twents-Gelderse Industrie B.V. Bouwfonds B.V. 100.00 Netherlands ? 100.00 Anklaar-Apeldoorn 1967 B.V. Bouwfonds AVG B.V. B.V. 100.00 Netherlands ? 100.00 Bouwfonds Bilthoven 1969 B.V. 100.00 Netherlands ? 100.00 B.V. Bouwfonds B.V. 100.00 Netherlands ? 100.00 Nationale-Nederlanden B.V. Bouwfonds Nemavo B.V. B.V. 100.00 Netherlands ? 100.00 Bouwfonds Roveso B.V. B.V. 100.00 Netherlands ? 100.00 Bouwfonds Utrecht 1967 B.V. B.V. 100.00 Netherlands ? 100.00 Bouwfonds Valken Staete B.V. 100.00 Netherlands ? 100.00 B.V. Bouwmaatschappij B.V. 100.00 Netherlands Oscar Smit's Bank N.V. 100.00 Mecklenburgplein B.V. Bouwonderneming AMER LII B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 B.V. Holdinvest B.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== BHF-BANK (Schweiz) AG BHF-BANK Finance (Jersey) Ltd. BHF-BANK International S.A. BHF-Betriebsservice GmbH BHR Management Limited BI Advisers Limited Bijlmerplein Leasing B.V. Bimbister B.V. Biporus B.V. BIS Nominees Pty Limited Bishop-Morrow Insurance Ltd. Bishopscourt Holdings Limited Bishopscourt Leasing (Holdings) Limited Bishopscourt Securities Limited Bisys Brokerage Services BLAC Corp incorperated BLAC Holdings inc Blarina B.V. Blauwe M R I B.V. Bleakleys Limited Blijenhoek Staete B.V. BLP II Expl. Toren A BLP III Expl. Toren B Blue Cross Medical Consultancy (S'pore) Pty. Ltd. Bonfield Japan Growth Bonfield Japan Hedge Fund Boree s a Boston Crecent Inc. Bouw en Exploitatiemaatschappij Deska XXIII B.V. Bouw-, Exploitatie en Administratie Maatschappij Amer IV B.V. Bouwbureau voor de Twents-Gelderse Industrie B.V. Bouwfonds Anklaar-Apeldoorn 1967 B.V. Bouwfonds AVG B.V. Bouwfonds Bilthoven 1969 B.V. Bouwfonds Nationale-Nederlanden B.V. Bouwfonds Nemavo B.V. Bouwfonds Roveso B.V. Bouwfonds Utrecht 1967 B.V. Bouwfonds Valken Staete B.V. Bouwmaatschappij Mecklenburgplein B.V. Bouwonderneming AMER LII B.V.
14
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== BOWA KG 18.45 Germany Industrie-Beteiligungs- 18.45 Beteiligungsgesellschaft Gesellschaft mbH mbH & Co. KG BOWA GmbH 18.45 Germany Industrie-Beteiligungs- 18.45 Geschaffuhrungsgesellschaft Gesellschaft mbH mbH BOZ B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. BPEP General Partner I LLC 100.00 United Kingdom Baring Private Equity 100.00 Linmited Partners Limited BPEP General Partner II LLC 100.00 United Kingdom Baring Private Equity 100.00 Limited Partners Limited BPEP Holdings Limited Ltd. 100.00 United Kingdom ING Bank N.V. 100.00 BPEP Management (UK) LLC 100.00 United Kingdom Baring Private Equity 100.00 Limited Partners Limited BPEP Management Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 BPEP Nominees Limited LLC 100.00 United Kingdom Baring Private Equity 100.00 Partners Limited BPEP Participations Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Branson Insurance Agency, Inc. 100.00 United States of PrimeVest Financial 100.00 Inc. America Services, Inc. Brasas B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Brasemer Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Bravura B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Breijer Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Bremer-Van Mierlo B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij B.V. Brenko B.V. B.V. 100.00 Netherlands Bank Mendes Gans N.V. 100.00 British Land Atrium ? - Netherlands ? - British Land Patrium B.V. B.V. - Netherlands ? - British Land Patrium I B.V. B.V. - Netherlands ? - British Land Patrium II B.V. - Netherlands ? - B.V. British Land Patrium III B.V. - Netherlands ? - B.V. Brittany Square Limited Plc. - United States of ? - Partnership America Bruine Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Brunel Centre LTD Ltd. - United Kingdom ? - Brunera Limited Ltd. 100.00 United Kingdom INGB Securities Client 100.00 Services Limited Brussel Staete B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 BS Property Services Ltd. 100.00 Japan Baring Securities 100.00 (Japan) Limited (Property Services) Ltd BSK Konsulting Sp z o o Ltd. 100.00 Poland Bank Slaski S.A. w 100.00 Katowicach BSK Leasing S A S.A. 100.00 Poland Bank Slaski S.A. w 100.00 Katowicach Buenos Aires Equity N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 Investments N.V. Business Compass Holding B.V. 100.00 Netherlands MKB Punt B.V. 100.00 B.V. Business Datenbanken Int. S.A. 9.98 Germany Bank Brussel Lambert 9.98 N.V. BVC Nominees Limited Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 BVP Holdings Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 BVP Management Limited Ltd. 100.00 United Kingdom BPEP Holdings Limited 100.00 BVP Mexico S.A. S.A. 90.00 Mexico Baring Private Equity 90.00 Partners Espana S.A. BWH Financiele Diensten B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. C.I.K. Caisse S.A. 19.14 Belgium Bank Brussel Lambert 19.14 Interproffesionelle de N.V. depots s.a. C.J. Buyzen Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 C.J.H.- en J.J. Heimeriks B.V. 100.00 Netherlands ING Prena B.V. 100.00 Holding B.V. C.T.M.N. Nominees Ltd. Ltd. 100.00 United Kingdom Charterhouse 100.00 Securities Ltd. C.T.S. Nominees Ltd. Ltd. 100.00 United Kingdom Charterhouse 100.00 Securities Ltd. C.V. Bedrijven Park G.P. C.V. 50.00 Netherlands ? 50.00 ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== BOWA Beteiligungsgesellschaft mbH & Co. KG BOWA Geschaffuhrungsgesellschaft mbH BOZ B.V. BPEP General Partner I Linmited BPEP General Partner II Limited BPEP Holdings Limited BPEP Management (UK) Limited BPEP Management Limited BPEP Nominees Limited BPEP Participations Limited Branson Insurance Agency, Inc. Brasas B.V. Brasemer Poort B.V. Bravura B.V. Breijer Assurantien B.V. Bremer-Van Mierlo Beleggingsmaatschappij B.V. Brenko B.V. British Land Atrium British Land Patrium B.V. British Land Patrium I B.V. British Land Patrium II B.V. British Land Patrium III B.V. Brittany Square Limited Partnership Bruine Poort B.V. Brunel Centre LTD Brunera Limited Brussel Staete B.V. BS Property Services (Japan) Limited BSK Konsulting Sp z o o BSK Leasing S A Buenos Aires Equity Investments N.V. Business Compass Holding B.V. Business Datenbanken Int. BVC Nominees Limited BVP Holdings Limited BVP Management Limited BVP Mexico S.A. BWH Financiele Diensten B.V. C.I.K. Caisse Interproffesionelle de depots s.a. C.J. Buyzen Beheer B.V. C.J.H.- en J.J. Heimeriks Holding B.V. C.T.M.N. Nominees Ltd. C.T.S. Nominees Ltd. C.V. Bedrijven Park G.P.
15
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== C.V. C.V. 100.00 Netherlands ? 100.00 Exploitatiemaatschappij Tunnel onder de Noord Cabel B.V. B.V. 100.00 Netherlands Bank Mendes Gans N.V. 100.00 Caesarean Management Ltd. Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 Lambert Suisse s.a. Caisse Privee Banque 80.00 Belgium Bank Brussel Lambert 80.00 N.V. Cambridge Enterprises Ltd. Ltd. 100.00 Canada Scotus Inc. 100.00 Cambridge Street Nominees Ltd. 100.00 United Kingdom Sutherlands (Holdings) 100.00 Ltd. Ltd. Camilo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Capital Insurance Brokers Ltd. 50.00 Canada Equisure Insurance 50.00 Ltd. Services Ltd. Capricorn Venture Fund N.V. N.V. 40.80 Belgium BVP Holdings Limited 40.80 Capricorn Venture Partners N.V. 39.00 Belgium BPEP Holdings Limited 39.00 N.V. Cardona B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Cards Management Cy S.A. S.A. 20.00 Belgium Bank Brussel Lambert 20.00 N.V. Carnegie Financial 100.00 United States of Investors Financial 100.00 Corporation America Group, Inc. Carnegie Securities 100.00 United States of Carnegie Financial 100.00 Corporation America Corporation Cash Plan B.V. B.V. 100.00 Netherlands Dealer Cash Plan B.V. 100.00 Catoneria B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Cavendish Nominees Limited LLC 100.00 United Kingdom BPEP Management Limited 100.00 Cayman Islands Funds N.V. Inc. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 CBL Thai Asset Management Ltd. 25.00 Singapore Bank Brussel Lambert 25.00 N.V. Cedar Square Insurance and Ltd. 100.00 Canada Equisure Financial 92.20 Medicine Hat 7.80 Financial Centre Ltd. Network, Inc. Insurance Inc. CEL Data Services S.A. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. CenE Asset Management N.V. N.V. 100.00 Netherlands Antilles CenE Bankiers Holding 100.00 N.V. CenE Bankiers Holding N.V. N.V. 100.00 Netherlands Antilles CenE Bankiers N.V. 100.00 CenE Bankiers Management N.V. 100.00 Netherlands Antilles CenE Bankiers Holding 100.00 N.V. N.V. CenE Bankiers N.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 CenE Verzekeringen B.V. N.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Centrum Banku Slaskiego Sp Ltd. 60.00 Poland Bank Slaski S.A. w 60.00 z o.o. Katowicach Centrum Elektronicznych S.A. 50.00 Poland Bank Slaski S.A. w 50.00 Uslug Platniczych Katowicach "eService" S.A. Cereus PLC Ltd. 100.00 United Kingdom ING Baring Holding 100.00 Nederland B.V. Cermanita B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Chapdelaine Assurances inc. Inc. 100.00 Canada 3662578 Canada Inc.(7) 100.00 Chapman Graham & Inc. 100.00 Canada Equisure Insurance 100.00 Associates Insurance Services Ltd. Brokers Inc. Charles de Foucauld B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Charterhouse Securities Ltd. 100.00 United Kingdom ING Barings (Chantal 100.00 Holdings Ltd. Two) Ltd. Charterhouse Securities Ltd. 100.00 United Kingdom Charterhouse 100.00 Ltd. Securities Holdings Ltd. Chevrier Laporte & Inc. 100.00 Canada 3662578 Canada Inc.(7) 100.00 Associes inc. China Dynamic Investment Ltd. 100.00 Hong Kong Aeltus Investment 100.00 Management (Hong Kong) Management (Bermuda) Limited Holdings Limited Chipper Nederland V.O.F. V.O.F. - Netherlands ? - CI European Limited LLC 40.00 United Kingdom BPEP Holdings Limited 40.00 Ciabel S.A. S.A. 99.76 Belgium Bank Brussel Lambert 99.76 N.V. Cicania B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 CISL Aruba A.E.C. AEC 100.00 Aruba ING Compania de 99.00 ING Bank N.V. 1.00 Inversiones y Servicios Limitada Cityinc. Inc. 100.00 United Kingdom Sonhold Ltd. 99.99 Shelhold Ltd. 0.01 Cityincorp. Inc. 100.00 United Kingdom Sonhold Ltd. 99.99 Shelhold Ltd. 0.01 Clacri B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Clearstream International S.A. 5.52 Luxemburg Bank Brussel Lambert 3.53 ING Bank N.V. 1.99 S.A.(CSI aka Cedel) N.V. Clerdew Limited Plc. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== C.V. Exploitatiemaatschappij Tunnel onder de Noord Cabel B.V. Caesarean Management Ltd. Caisse Privee Banque Cambridge Enterprises Ltd. Cambridge Street Nominees Ltd. Camilo B.V. Capital Insurance Brokers Ltd. Capricorn Venture Fund N.V. Capricorn Venture Partners N.V. Cardona B.V. Cards Management Cy S.A. Carnegie Financial Corporation Carnegie Securities Corporation Cash Plan B.V. Catoneria B.V. Cavendish Nominees Limited Cayman Islands Funds N.V. CBL Thai Asset Management Cedar Square Insurance and Financial Centre Ltd. CEL Data Services S.A. CenE Asset Management N.V. CenE Bankiers Holding N.V. CenE Bankiers Management N.V. CenE Bankiers N.V. CenE Verzekeringen B.V. Centrum Banku Slaskiego Sp z o.o. Centrum Elektronicznych Uslug Platniczych "eService" S.A. Cereus PLC Cermanita B.V. Chapdelaine Assurances inc. Chapman Graham & Associates Insurance Brokers Inc. Charles de Foucauld B.V. Charterhouse Securities Holdings Ltd. Charterhouse Securities Ltd. Chevrier Laporte & Associes inc. China Dynamic Investment Management (Hong Kong) Limited Chipper Nederland V.O.F. CI European Limited Ciabel S.A. Cicania B.V. CISL Aruba A.E.C. Cityinc. Cityincorp. Clacri B.V. Clearstream International S.A.(CSI aka Cedel) Clerdew Limited
16
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Closeburg B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Coastal Insurance Services Ltd. 100.00 Canada Equisure Financial 100.00 Ltd. Network, Inc. Cobram s.a. S.A. 25.00 Belgium Bank Brussel Lambert 25.00 N.V. Codepec S.A. S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. Cofiton B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Coldstream B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Collen Pty Ltd Ltd. 100.00 Australia Pacific Mutual 100.00 Australia Limited Colocar B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Colonsay B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Columbine Life Insurance Inc. 100.00 United States of ING America Insurance 100.00 Company America Holdings, Inc. Combdring B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Compagnie Financiere de S.A. 40.00 France B.V. Amiloh 40.00 Banville sa Comprehensive Financial Inc. 100.00 United States of Investors Financial 100.00 Services, Inc. America Planning, Inc. Compulife Investor Services Inc. 100.00 United States of Investors Financial 100.00 America Planning, Inc. Compulife, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. Computer Centrum Twente B.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. Consolidated Insurance Inc. 100.00 United States of Indiana Insurance 100.00 Company America Company Consortium Beursplein V.O.F. - Netherlands ? - V.o.f. Control Management Limited Ltd. 100.00 United Kingdom Baring Trustees 100.00 (Guernsey) Limited Convenio B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 Cooling-Grumme-Mumford Inc. 100.00 United States of ING U.S. P&C 100.00 Company, inc America Corporation Copar B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Corinvest Limited Ltd. 100.00 Caiman Islands Barsec (International) 100.00 Limited Corniston B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Corporacion Financiera ING S.A. 99.98 Venezuela ING Inversiones, Ltda. 99.98 (Colombia) S.A. Corpovea B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Cotranco B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Cotton Nominees Limited Ltd. 100.00 Hong Kong Baring Brothers Limited 100.00 Craig Hamilton Insurance Inc. 100.00 Canada Equisure Insurance 100.00 Brokers Inc. Services Ltd. Cramer & Cie, Gerants des KG 38.74 Switzerland BHF-BANK (Schweiz) AG 38.74 fortunes Crecido B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Crediet Service Bank B.V. B.V. 100.00 Netherlands InterAdvies N.V. 100.00 Credit Europeen Luxembourg S.A. 98.99 Luxemburg CEL Data Services S.A. 98.99 S.A. Credit Europeen S.A. S.A. 99.91 Luxemburg Bank Brussel Lambert 99.91 N.V. Credit International S.A.E 9.71 Egypt Berliner Handels- und 9.71 d'Egypte Frankfurter Bank A G Credit Lease S.A. S.A. 99.99 Luxemburg CEL Data Services S.A. 99.99 Crescentes Prins B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Cruz Blanca EPS S.A. S.A. 95.00 Colombia Prosana S.A. 99.00 Cruz Blanca Isapre S.A. S.A. 81.00 Chile Aetna S.A. 81.00 Cumbras B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Cupula B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 CW Finance Ltd. Ltd. 100.00 United Kingdom CW Lease UK Ltd 100.00 CW Finance N.V. N.V. 100.00 Belgium CW Lease Nederland BV 100.00 CW Lease Belgium nv N.V. 100.00 Belgium ING Lease Holding N.V. 100.00 CW Lease Berlin GmbH GmbH 100.00 Germany CW Lease Deutschland 100.00 GmbH CW Lease Deutschland GmbH GmbH 100.00 Germany ING Lease Holding 100.00 (Deutschland) GmbH ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Closeburg B.V. Coastal Insurance Services Ltd. Cobram s.a. Codepec S.A. Cofiton B.V. Coldstream B.V. Collen Pty Ltd Colocar B.V. Colonsay B.V. Columbine Life Insurance Company Combdring B.V. Compagnie Financiere de Banville sa Comprehensive Financial Services, Inc. Compulife Investor Services Compulife, Inc. Computer Centrum Twente B.V. Consolidated Insurance Company Consortium Beursplein V.o.f. Control Management Limited Convenio B.V. Cooling-Grumme-Mumford Company, inc Copar B.V. Corinvest Limited Corniston B.V. Corporacion Financiera ING (Colombia) S.A. Corpovea B.V. Cotranco B.V. Cotton Nominees Limited Craig Hamilton Insurance Brokers Inc. Cramer & Cie, Gerants des fortunes Crecido B.V. Crediet Service Bank B.V. Credit Europeen Luxembourg S.A. Credit Europeen S.A. Credit International d'Egypte Credit Lease S.A. Crescentes Prins B.V. Cruz Blanca EPS S.A. Cruz Blanca Isapre S.A. Cumbras B.V. Cupula B.V. CW Finance Ltd. CW Finance N.V. CW Lease Belgium nv CW Lease Berlin GmbH CW Lease Deutschland GmbH
17
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== CW Lease France S.N.C. SNC 100.00 France CW Lease Nederland BV 100.00 CW Lease Luxembourg S.A. S.A. 100.00 Luxemburg CW Lease Nederland BV 100.00 CW Lease Nederland B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 CW Lease UK Ltd. Ltd. 100.00 United Kingdom ING Lease Holdings 100.00 (UK) Limited CW Rent Deutschland GmbH GmbH 100.00 Germany CW Lease Deutschland 100.00 GmbH CyberLink Development, Inc. Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. Czech Venture Partners LLC 50.00 Czech Republic BPEP Holdings Limited 50.00 s.r.o. Datasegur S.R.L. P Ltd. 25.00 Uruguay Middenbank Curacao N.V. 25.00 Daya Aetna (Malaysia) Sdn. Berhad 100.00 Malaysia Aetna International 90.85 ING Insurance 9.15 Bhd. Holdings (Hong Kong) International B.V. II Limited De Blauwe Invent '98 B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. De Bossche Poort B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Levensverzekering Maatschappij N.V. De Bueger Wiertz, B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Makelaars in Assurantien,Pensioenadviseurs B.V. De Groninger Lederwaren B.V. 100.00 Netherlands ING Prena B.V. 100.00 Industrie B.V. De Jong Assurantien B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal De Nederlandse N.V. 16.95 Netherlands ING Verzekeringen N.V. 16.95 Luchtvaartpool N.V. De Springelberg B.V. B.V. 100.00 Netherlands MKB Investments BV 100.00 De Vaderlandsche N.V. N.V. 100.00 Belgium ING Continental Europe 100.00 Holdings B.V. De Vaderlandsche Spaarbank N.V. 100.00 Belgium ING Continental Europe 100.00 N.V. Holdings B.V. De Verzekeringscentrale B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. Dealer Cash Plan B.V. B.V. 100.00 Netherlands B.V. 100.00 Financieringsmaatschappij VOLA Dealer Lease Service B.V. B.V. 100.00 Netherlands CW Lease Nederland BV 100.00 Dealer Lease Service N.V. 100.00 Belgium CW Lease Nederland BV 100.00 Belgium N.V. Dekora Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Delfin Global Funds Plc. Plc. - Ireland ? - Delta Asset Management 100.00 United States of Furman Selz Capital 100.00 America Management LLC Delta Nederland Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Den Hamer Beheer B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Den Hartog Verzekeringen B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. Denival S.A. S.A. 100.00 France Bank Brussel Lambert 100.00 N.V. Denne Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Depositary Company ING B.V. 100.00 Netherlands ING Bank N.V. 100.00 Bank B.V. Desario B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Desarrollos Asuranex, S.A. S.A. 99.98 Venezuela ING Bank N.V. 99.98 Deska LII B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Holdinvest B.V. Desnivel B.V. - Netherlands ? - Destara B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Deutsche Hypo B.V. GmbH 35.82 Germany Deutsche 35.82 Hypothekenbank (Actien-Gesellschaft) Deutsche Hypo Consulting GmbH 69.70 Germany Deutsche 34.85 Deutsche Hypo 34.85 GmbH Hypothekenbank Immobilien GmbH (Actien-Gesellschaft) Deutsche Hypo Immobilien GmbH 56.09 Germany Deutsche 56.09 GmbH Hypothekenbank (Actien-Gesellschaft) ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== CW Lease France S.N.C. CW Lease Luxembourg S.A. CW Lease Nederland B.V. CW Lease UK Ltd. CW Rent Deutschland GmbH CyberLink Development, Inc. Czech Venture Partners s.r.o. Datasegur S.R.L. Daya Aetna (Malaysia) Sdn. Bhd. De Blauwe Invent '98 B.V. De Bossche Poort B.V. De Bueger Wiertz, Makelaars in Assurantien,Pensioenadviseurs B.V. De Groninger Lederwaren Industrie B.V. De Jong Assurantien B.V. De Nederlandse Luchtvaartpool N.V. De Springelberg B.V. De Vaderlandsche N.V. De Vaderlandsche Spaarbank N.V. De Verzekeringscentrale B.V. Dealer Cash Plan B.V. Dealer Lease Service B.V. Dealer Lease Service Belgium N.V. Dekora Holding B.V. Delfin Global Funds Plc. Delta Asset Management Delta Nederland Beheer B.V. Den Hamer Beheer B.V. Den Hartog Verzekeringen B.V. Denival S.A. Denne Poort B.V. Depositary Company ING Bank B.V. Desario B.V. Desarrollos Asuranex, S.A. Deska LII B.V. Desnivel Destara B.V. Deutsche Hypo B.V. Deutsche Hypo Consulting GmbH Deutsche Hypo Immobilien GmbH
18
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Deutsche Hypo Limited AG 80.12 Germany Deutsche 80.12 Hypothekenbank (Actien-Gesellschaft) Deutsche Hypothekenbank AG 80.12 Germany Berliner Handels- und 80.12 (Actien-Gesellschaft) Frankfurter Bank A G Dexter Elysee S.A. AG 45.06 France Financiere Atlas S.A. 45.06 DF Johnson Management Pty Ltd. 100.00 Australia MM Investment 100.00 Limited Management Ltd. Diagonac B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Diamond Lease N.V. 55.00 Belgium Runoto Belgium N.V. 55.00 Dianthus Limited Ltd. 100.00 United Kingdom INGB Securities Client 100.00 Services Limited Difaval s.a. S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. Dinafore Pty Ltd. Ltd. 100.00 Australia ING Australia Ltd. 100.00 Dinan Insurance Brokers Ltd. 50.00 Canada Equisure Insurance 50.00 And Financial Services Ltd. Services Ltd. Direct Line Assistance Cy S.A. 100.00 Belgium SEFB Banque de Epargne 100.00 sc., Directed Services, Inc. Inc. 100.00 United States of Equitable of Iowa 100.00 America Companies, Inc. Diversified Settlements, Inc. 100.00 United States of ING U.S. P&C 100.00 inc. America Corporation Doetichem Immobilia B.V. N.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. DOM Maklerski BSK S.A. S.A. 100.00 Poland Bank Slaski S.A. w 100.00 Katowicach Dommelse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Doyle Administration Ltd. 100.00 United Kingdom Baring Trustees 50.00 Guernsey 50.00 Limited (Guernsey) Limited International Fund Managers Limited DPG Deutsche GmbH 9.71 Germany Berliner Handels- und 9.71 Performancemessungs- Frankfurter Bank A G Gesellschaft fur Wertpapierportfolios m Dr. de Grood Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Drechtse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Dritte Office KG 80.90 Germany BHF Immobilien-GmbH 80.90 Grundstucksverwaltungsgesellschaft mbH & Co. KG Dropny B.V. B.V. 100.00 Netherlands Galax Limited 100.00 Dubbeld Assurantien en B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Financieringen B.V. Dunedin Mortgage Company Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Ltd. (UK) Ltd. Dunedin Property Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Development Company Ltd. (UK) Ltd. Dunedin Property Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Investments Company Ltd. (UK) Ltd. Dunedin Property Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Management Services Ltd. (UK) Ltd. Dunedin Property Retail Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Company Ltd. (UK) Ltd. EAMC Liquidation Corp. Corp. 100.00 United States of ING Pilgrim Financial 100.00 America Corporation EASDAQ S.A. S.A. 10.32 Belgium Bank Brussel Lambert 1.81 ESD Managers 0.58 N.V. Limited East Europe Frontiers Fund Plc. - Ireland ? Plc. Ecomm s.a. S.A. 96.75 France Banque Bruxelles 96.75 Lambert France S.A. Edscha AG A.G. 69.23 Germany Parcom Ventures 69.23 Effectenbewaarbedrijf ING N.V. 100.00 Netherlands ING Bank N.V. 100.00 Bank N.V. efni CONNECT Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Eike Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Elijah Asset Management LLC LLC 100.00 United States of Aeltus Investment 100.00 America Management, Inc. Embee Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 EMG S.A. S.A. 74.99 Belgium Locabel s.a. 74.99 Emprendimiento Recoleta S.A. 5.00 Argentina Buenos Aires Equity 5.00 S.A. (ERSA) Investments N.V. EMSL Management Services Ltd. 100.00 Canada Equisure Financial 100.00 Ltd. Network, Inc. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Deutsche Hypo Limited Deutsche Hypothekenbank (Actien-Gesellschaft) Dexter Elysee S.A. DF Johnson Management Pty Limited Diagonac B.V. Diamond Lease Dianthus Limited Difaval s.a. Dinafore Pty Ltd. Dinan Insurance Brokers And Financial Services Ltd. Direct Line Assistance Cy Directed Services, Inc. Diversified Settlements, inc. Doetichem Immobilia B.V. DOM Maklerski BSK S.A. Dommelse Poort B.V. Doyle Administration Limited DPG Deutsche Performancemessungs- Gesellschaft fur Wertpapierportfolios m Dr. de Grood Beheer B.V. Drechtse Poort B.V. Dritte Office Grundstucksverwaltungsgesellsc mbH & Co. KG Dropny B.V. Dubbeld Assurantien en Financieringen B.V. Dunedin Mortgage Company Ltd. Dunedin Property Development Company Ltd. Dunedin Property Investments Company Ltd. Dunedin Property Management Services Ltd. Dunedin Property Retail Company Ltd. EAMC Liquidation Corp. EASDAQ S.A. ING Bank N.V. 7.56 ING Baring Furman 0.37 Selz LLC East Europe Frontiers Fund Plc. Ecomm s.a. Edscha AG Effectenbewaarbedrijf ING Bank N.V. efni CONNECT Ltd. Eike Poort B.V. Elijah Asset Management LLC Embee Holding B.V. EMG S.A. Emprendimiento Recoleta S.A. (ERSA) EMSL Management Services Ltd.
19
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Entero B.V. B.V. 100.00 Netherlands ING Bank Corporate 100.00 Investments B.V. Entorno B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Envios B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 EpCorp Limited Ltd. 100.00 Caiman Islands Barsec (International) 100.00 Limited Equi-Select Series Trust 100.00 United States of Equitable Life 100.00 America Insurance Company of Iowa Equisure Financial Ltd. 100.00 Canada Equisure Financial 100.00 Management Limited Network, Inc. Equisure Financial Inc. 100.00 Canada 1440915 Ontario Inc 100.00 Network, Inc. Equisure Financial Ltd. 100.00 Canada Equisure Financial 100.00 Services Ltd. Network, Inc. Equisure Insurance Ltd. 100.00 Canada Equisure Financial 100.00 Services Ltd. Network, Inc. Equisure Mortgage Services Ltd. 100.00 Canada Equisure Financial 100.00 Ltd. Network, Inc. Equisure Securities Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Equisure Trust Company Inc. 100.00 Canada Equisure Financial 100.00 Management Limited Equitable American 100.00 United States of Equitable Life 100.00 Insurance Company America Insurance Company of Iowa Equitable Life Insurance 100.00 United States of Equitable of Iowa 100.00 Company of Iowa America Companies, Inc. Equitable of Iowa Companies Inc. 100.00 United States of ING Insurance 100.00 America International B.V. Equitable of Iowa Companies 100.00 United States of Equitable of Iowa 100.00 Capital Trust America Companies, Inc. Equitable of Iowa Companies 100.00 United States of Equitable of Iowa 100.00 Capital Trust II America Companies, Inc. Equity Finance S.A. AG 10.78 France Industrie-Beteiligungs- 10.78 Gesellschaft mbH Eranthis Limited Ltd. 100.00 United Kingdom INGB Securities Client 100.00 Services Limited Erinboa Pty Limited Ltd. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. Erste Muggelpark GmbH & KG 24.27 Germany BHF Immobilien-GmbH 24.27 Co. KG Eruca Belegging B.V. B.V. 100.00 Netherlands ING Bank Corporate 100.00 Investments B.V. Esbelto B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. Escorca B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 ESD Managers Limited LLC 30.00 United Kingdom BPEP Participations 30.00 Limited Esse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Esvice B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Eula Bank S.A. 5.75 Belgium Bank Brussel Lambert 5.75 N.V. Euro Re s.a. S.A. 100.00 Luxemburg CEL Data Services S.A. 100.00 Euro Travellers Cheque S.A. 20.00 Belgium Bank Brussel Lambert 20.00 Belgium s.c. N.V. Eurocasse S.I.M s.p.a SPA 43.00 Italy Bank Brussel Lambert 43.00 (Eurosim). N.V. Euromoney Institutional Plc. - United Kingdom ? - Investor Plc. Europay Belgium S.C. S.C. 17.50 Belgium Bank Brussel Lambert 17.29 ING Bank (Belgium) 0.21 N.V. N.V./S.A. European and Asian Fund S.A. 100.00 Luxemburg Baring International 100.00 Management S.A. Investment Management Limited European Overseas Issuing Corp. 99.96 Luxemburg Bank Brussel Lambert 99.96 Corp. N.V. Euroventures Benelux S.A. 9.93 Netherlands Bank Brussel Lambert 9.93 N.V. Euroventures Benelux Seed S.A. 8.35 Netherlands Bank Brussel Lambert 8.35 Fund N.V. Evangeline Real Estate Ltd. 100.00 Canada Equisure Financial 100.00 Services Limited Management Limited Evangeline Securities Ltd. 100.00 Canada Equisure Financial 100.00 Limited Management Limited Ex Aquarius ? - Netherlands ? - Excelsior Insurance Company Inc. 100.00 United States of ING U.S. P&C 100.00 America Corporation ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Entero B.V. Entorno B.V. Envios B.V. EpCorp Limited Equi-Select Series Trust Equisure Financial Management Limited Equisure Financial Network, Inc. Equisure Financial Services Ltd. Equisure Insurance Services Ltd. Equisure Mortgage Services Ltd. Equisure Securities Ltd. Equisure Trust Company Equitable American Insurance Company Equitable Life Insurance Company of Iowa Equitable of Iowa Companies Equitable of Iowa Companies Capital Trust Equitable of Iowa Companies Capital Trust II Equity Finance S.A. Eranthis Limited Erinboa Pty Limited Erste Muggelpark GmbH & Co. KG Eruca Belegging B.V. Esbelto B.V. Escorca B.V. ESD Managers Limited Esse Poort B.V. Esvice B.V. Eula Bank Euro Re s.a. Euro Travellers Cheque Belgium s.c. Eurocasse S.I.M s.p.a (Eurosim). Euromoney Institutional Investor Plc. Europay Belgium S.C. European and Asian Fund Management S.A. European Overseas Issuing Corp. Euroventures Benelux Euroventures Benelux Seed Fund Evangeline Real Estate Services Limited Evangeline Securities Limited Ex Aquarius Excelsior Insurance Company
20
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Exploitatie en B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij Alja Eindhoven B.V. Exploitatiemaatschappij V.O.F. - Netherlands B.V. - Hotel Kurhaus v.o.f. Beleggingsmaatschappij Vinkendaal Express America T.C. Corp Corp. 100.00 United States of ING Pilgrim Financial 100.00 America Corporation Extinto Belegging B.V. B.V. 100.00 Netherlands MBO Zuidplein II 100.00 Holding B.V. Extra Clearing B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Extra Clearing GmbH GmbH 100.00 Germany Extra Clearing B.V. 100.00 F.R. Hoffschlag B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingen B.V. F.S.M.G. Borghans Pensioen B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Fakkel en De Louw B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Falcon Investment Company Plc. - Ireland ? - Plc. Falcon Market Fund Plc. Plc. - Ireland ? - Familiale investerings B.V. 100.00 Netherlands ING Prena B.V. 100.00 Maatschappij F.I.M. Farlita B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Fatum Schadeverzekering N.V. 19.50 Surinam ING Insurance 19.50 N.V. International B.V. Fatum Vermogensbeheer B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Internationale Schadeverzekering N.V. Favilan B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Felix Tigris B.V. B.V. 100.00 Netherlands NMB-Heller Holding N.V. 100.00 Fermont Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Ferri Lux. s.a. S.A. 95.00 Luxemburg Banque Bruxelles 95.00 Lambert France S.A. Ferri S.A. S.A. 99.47 France Banque Bruxelles 99.47 Lambert France S.A. Ferri-Adalingue s.a. S.A. 99.96 France Ferri S.A. 99.96 Fidele Management B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Fidencia B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 Fiducre sa S.A. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekmaatschappij N.V. Fimbrios B.V. B.V. - Netherlands ? - FINAM Krediet B.V. B.V. 100.00 Netherlands Sentax Beheer B.V. 100.00 Financial Facilities B.V. 100.00 Netherlands ING Bank N.V. 100.00 Management B.V. Financial Network Investment 100.00 United States of FNI International, Inc. 100.00 Corporation America Financial Northeastern Corp. 100.00 United States of ReliaStar Financial 100.00 Corp. America Corporation Financial Northeastern Inc. 100.00 United States of ReliaStar Financial 100.00 Securities America Corporation Financial Planning Hotline Ltd. 100.00 Australia Mercantile Mutual 100.00 Pty Limited Funds Management Ltd. Financiere Atlas S.A. S.A. 92.92 France Berliner Handels- und 92.92 Frankfurter Bank A G Financierings Data Netwerk B.V. - Netherlands ? - B.V. Finantel B.V. B.V. 100.00 Netherlands B.V. 100.00 Financieringsmaatschappij VOLA Finanziaria ICCRI-BBL SPA 50.00 Italy Bank Brussel Lambert 50.00 s.p.a. N.V. Finatlas Gestion S.A. AG 92.76 France Financiere Atlas S.A. 92.76 Finemij B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 FINPLUS Sp.Z.o.o. Sp.Z.o.o 50.00 Poland Bank Slaski S.A. w 50.00 Katowicach First Columbine Life Inc. 100.00 United States of ING America Insurance 100.00 Insurance Company America Holdings, Inc First Golden American Life Inc. 100.00 United States of Golden American life 100.00 Insurance Company of New America Insurance Company York ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Exploitatie en Beleggingsmaatschappij Alja Eindhoven B.V. Exploitatiemaatschappij Hotel Kurhaus v.o.f. Express America T.C. Corp Extinto Belegging B.V. Extra Clearing B.V. Extra Clearing GmbH F.R. Hoffschlag Beleggingen B.V. F.S.M.G. Borghans Pensioen B.V. Fakkel en De Louw B.V. Falcon Investment Company Plc. Falcon Market Fund Plc. Familiale investerings Maatschappij F.I.M. Farlita B.V. Fatum Schadeverzekering N.V. Fatum Vermogensbeheer B.V. Favilan B.V. Felix Tigris B.V. Fermont Assurantien B.V. Ferri Lux. s.a. Ferri S.A. Ferri-Adalingue s.a. Fidele Management B.V. Fidencia B.V. Fiducre sa Fimbrios B.V. FINAM Krediet B.V. Financial Facilities Management B.V. Financial Network Investment Corporation Financial Northeastern Corp. Financial Northeastern Securities Financial Planning Hotline Pty Limited Financiere Atlas S.A. Financierings Data Netwerk B.V. Finantel B.V. Finanziaria ICCRI-BBL s.p.a. Finatlas Gestion S.A. Finemij B.V. FINPLUS Sp.Z.o.o. First Columbine Life Insurance Company First Golden American Life Insurance Company of New York
21
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== First ING Life Insurance Inc. 100.00 United States of Security Life of 100.00 Company of New York America Denver Insurance Company First Secured Mortgage Corp. 100.00 United States of Security Life of 100.00 Deposit Corp. America Denver Insurance Company Fiseco N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Flexibel Beheer Utrecht B.V. 100.00 Netherlands BV Algemene 100.00 B.V. Beleggingsmaatschappij CenE Bankiers N.V. Florinth Financiele B.V. 100.00 Netherlands B.V. Algemene 100.00 Planning Consultancy B.V. Beleggingsmaatschappij Reigerdaal FNC Insurance Services, Inc. 100.00 United States of ReliaStar Financial 100.00 Inc. America Corporation Foch Grande Armee s.n.c. S.N.C 100.00 France Banque Bruxelles 100.00 Lambert France S.A. Fokker Brasil B.V. B.V. 100.00 Netherlands ING Aircraft Lease B.V. 100.00 Fontioso B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Foppingadreef Leasing B.V. B.V. 100.00 Netherlands BV Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis' Formid Management N.V. Ltd. 100.00 Netherlands Antilles ING Trust (Antilles) NV 100.00 Frabel S.A. S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. Frabu Immobilia B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Francoa limited Ltd. 100.00 United Kingdom INGB Securities Client 100.00 Services Limited Franival S.A. S.A. 100.00 France Banque Bruxelles 100.00 Lambert France S.A. Frankfurt Consult GmbH GmbH 97.09 Germany Industrie-Beteiligungs- 97.09 Gesellschaft mbH Frankfurt Finanz-Software GmbH 97.09 Germany Berliner Handels- und 97.09 GmbH Frankfurter Bank A G Frankfurt Grundbesitz GmbH GmbH 97.09 Germany BHF Immobilien-GmbH 97.09 Frankfurter GnmH 97.09 Germany Berliner Handels- und 97.09 Beteiligungs-Treuhand GmbH Frankfurter Bank A G Frankfurter GmbH 97.09 Germany Berliner Handels- und 97.09 Vermogens-Treuhand GmbH Frankfurter Bank A G Frankfurt-TRUST Gmbh 97.09 Germany Berliner Handels- und 97.09 Investment-Gesellschaft mbH Frankfurter Bank A G Freehold B.V. B.V. 100.00 Netherlands ING Support Holding 100.00 B.V. Freeler B.V. B.V. 100.00 Netherlands Freehold B.V. 100.00 Friese Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Frischo Schoonebeek B.V. B.V. - Netherlands ? - FSIP LLC LLC 100.00 United States of Furman Selz Capital 100.00 America Management LLC Funfte Office KG 80.87 Germany BHF Immobilien-GmbH 80.87 Grundstucksverwaltungsgesellschaft mbH & Co. KG Funjob Investments B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Furman Selz (Ireland) LLC LLC 100.00 United States of ING Merger LLC 100.00 America Furman Selz Advisors LLC LLC 100.00 United States of ING Merger LLC 100.00 America Furman Selz Capital LLC LLC 100.00 United States of ING Merger LLC 100.00 America Furman Selz Capital LLC 100.00 United States of ING Furman Selz Asset 100.00 Management LLC America Management LLC Furman Selz Financial LLC 100.00 United States of ING Furman Selz Asset 100.00 Services LLC America Management LLC Furman Selz Financial LLC 100.00 United States of Furman Selz (Ireland) 100.00 Services Unlimited America LLC ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== First ING Life Insurance Company of New York First Secured Mortgage Deposit Corp. Fiseco N.V. Flexibel Beheer Utrecht B.V. Florinth Financiele Planning Consultancy B.V. FNC Insurance Services, Inc. Foch Grande Armee s.n.c. Fokker Brasil B.V. Fontioso B.V. Foppingadreef Leasing B.V. Formid Management N.V. Frabel S.A. Frabu Immobilia B.V. Francoa limited Franival S.A. Frankfurt Consult GmbH Frankfurt Finanz-Software GmbH Frankfurt Grundbesitz GmbH Frankfurter Beteiligungs-Treuhand GmbH Frankfurter Vermogens-Treuhand GmbH Frankfurt-TRUST Investment-Gesellschaft mbH Freehold B.V. Freeler B.V. Friese Poort B.V. Frischo Schoonebeek B.V. FSIP LLC Funfte Office Grundstucksverwaltungsgesellsc mbH & Co. KG Funjob Investments B.V. Furman Selz (Ireland) LLC Furman Selz Advisors LLC Furman Selz Capital LLC Furman Selz Capital Management LLC Furman Selz Financial Services LLC Furman Selz Financial Services Unlimited
22
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Furman Selz Management Ltd. Ltd. 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC Furman Selz Merchant LLC 100.00 United States of Furman Selz 100.00 Capital LLC America Proprietary, inc. Furman Selz Proprietary, Corp. 100.00 United States of ING Merger LLC 100.00 inc. America Furman Selz Resources LLC USD 100.00 United States of Furman Selz 100.00 America Proprietary, inc. Furman Selz SBIC LLC 100.00 United States of Furman Selz 100.00 Investments LLC America Investments LLC Furman Selz Trust Company Corp. 100.00 United States of ING Merger LLC 100.00 America G. Laterveer Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 G. R. Hutchison Insurance Ltd. 50.00 Canada Equisure Insurance 50.00 Brokers Ltd. Services Ltd. G.I.E. ING Lease S.A. 100.00 Guadeloupe CW Lease France S.N.C. 100.00 G.J. van Geet Beheer B.V. B.V. 100.00 Netherlands B.V. 100.00 Financieringsmaatschappij VOLA Gabela Belegging B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Galax Limited Ltd. 100.00 United Kingdom Barsec (International) 100.00 Limited Garlito B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Gateway One Office Venture ? - United States of ? - America Gbr Citycenter Eilenburg GbR 29.13 Germany BHF Immobilien-GmbH 29.13 GbR Graf Stolberg & Partner GbR 29.13 Germany BHF Immobilien-GmbH 29.13 GbR GmbH 72.11 Germany Deutsche 72.11 Grundstucksgesellschaft Hypothekenbank Potsdam, Zeppelinstr. (Actien-Gesellschaft) 154-161 GBR Hamburg-Steindamm GbR 100.00 Germany Bouwonderneming AMER 100.00 LII B.V. GbR Kruppstr. 74 GbR 24.27 Germany BHF Immobilien-GmbH 24.27 GbR Liegenschaft GbR 48.54 Germany BHF Immobilien-GmbH 48.54 Hainstrasse GbR Michaelkirchstr. 16 GbR 48.54 Germany BHF Immobilien-GmbH 48.54 GbR Objekt-und GbR 95.14 Germany Berliner Handels- und 95.14 Grundstucksgesellschaft Frankfurter Bank A G Franzosische Strasse 9-12 GbR Objekt-und Gbr 48.54 Germany BHF Immobilien-GmbH 48.54 Grundstucksgesellschaft Jagerstr. 67/69 GbR Poststr. 12 GbR 48.54 Germany BHF Immobilien-GmbH 48.54 GbR Rahmhofstrasse GbR 92.23 Germany Berliner Handels- und 92.23 Frankfurter Bank A G GEB Gesellschaft fur GmbH 19.42 Germany BHF Immobilien-GmbH 19.42 Gewerbebauten mbH Gebler Agencies Ltd. Ltd. 100.00 Canada Barnabe & Saurette 100.00 Insurance Brokers Ltd. Gebrema Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Geco Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Gefinac sa S.A. 100.00 Belgium RVS verzekeringen N.V. 100.00 Gehespitz-Burohaus GmbH 97.09 Germany Frankfurt Grundbesitz 97.09 Verwaltungs-GmbH GmbH Gelderse Discount B.V. 100.00 Netherlands B.V. 100.00 Maatschappij B.V. Financieringsmaatschappij VOLA Gelderse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Gele Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Genesis Healthcare Sdn. Berhad 100.00 Malaysia Daya Aetna (Malaysia) 100.00 Bhd. Sdn. Bhd. Georgia US Capital inc. Inc. 100.00 United States of ING America Life 100.00 America Corporation Gerac s.c. S.A. 5.00 Belgium Bank Brussel Lambert 5.00 N.V. German Equity Partners B.V. GmbH 30.29 Netherlands BHF Finance 30.29 (Nederlands) B.V. German Equity Partners II KG 18.53 United Kingdom Industrie-Beteiligungs- 18.53 LP Gesellschaft mbH Germs Beleggingen B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Gestion Mobiliere S.A. 80.06 Luxemburg CEL Data Services s.a. 80.06 Internationale S.A. GfA-Gesellschaft fur GmbH 26.71 Germany Deutsche 26.71 Anwendungssoftware mbH Hypothekenbank (Actien-Gesellschaft) GIL 1997 (Windkracht) B.V. B.V. 100.00 Netherlands Groen Lease B.V. 100.00 GIL Bravo B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Furman Selz Management Ltd. Furman Selz Merchant Capital LLC Furman Selz Proprietary, inc. Furman Selz Resources LLC Furman Selz SBIC Investments LLC Furman Selz Trust Company G. Laterveer Beheer B.V. G. R. Hutchison Insurance Brokers Ltd. G.I.E. ING Lease G.J. van Geet Beheer B.V. Gabela Belegging B.V. Galax Limited Garlito B.V. Gateway One Office Venture Gbr Citycenter Eilenburg GbR Graf Stolberg & Partner GbR Grundstucksgesellschaft Potsdam, Zeppelinstr. 154-161 GBR Hamburg-Steindamm GbR Kruppstr. 74 GbR Liegenschaft Hainstrasse GbR Michaelkirchstr. 16 GbR Objekt-und Grundstucksgesellschaft Franzosische Strasse 9-12 GbR Objekt-und Grundstucksgesellschaft Jagerstr. 67/69 GbR Poststr. 12 GbR Rahmhofstrasse GEB Gesellschaft fur Gewerbebauten mbH Gebler Agencies Ltd. Gebrema Beheer B.V. Geco Holding B.V. Gefinac sa Gehespitz-Burohaus Verwaltungs-GmbH Gelderse Discount Maatschappij B.V. Gelderse Poort B.V. Gele Poort B.V. Genesis Healthcare Sdn. Bhd. Georgia US Capital inc. Gerac s.c. German Equity Partners B.V. German Equity Partners II LP Germs Beleggingen B.V. Gestion Mobiliere Internationale S.A. GfA-Gesellschaft fur Anwendungssoftware mbH GIL 1997 (Windkracht) B.V. GIL Bravo B.V.
23
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== GLO Investments Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. GNI Global Financials Fund Plc. - Ireland ? - Ireland Plc. Godfrey & Jolin Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Golden American Life 100.00 United States of Equitable of Iowa 100.00 Insurance Company America Companies, Inc. Gornoslaski Towarzystwo S.A. 10.36 Poland Bank Slaski S.A. w 10.36 Lotnicze S.A. Katowicach Gothia Estate II B.V. B.V. 100.00 Netherlands CW Lease Nederland BV 100.00 Grabenstrasse Staete B.V. B.V. 100.00 Netherlands ING Verzekeringen N.V. 100.00 Graf Stolberg Zingst GbR 38.83 Germany BHF Immobilien-GmbH 38.83 Grundstucksgesellschaft GbR Granite Investment Services Inc. 100.00 United States of PrimeVest Financial 100.00 America Services, Inc. Granity Shipping N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Graphic Lease B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Grassmere Limited Ltd. 100.00 Hong Kong INGB Securities Client 100.00 Services Limited Green Assets B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. Greenlease s.a. S.A. 100.00 Luxemburg CEL Data Services s.a. 100.00 Gregoire Begin Brunet et Inc. 100.00 Canada Page Matteau et 100.00 Associes inc. associes inc. Grejama B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Greuters Onroerend Goed B.V. 100.00 Netherlands ING Prena B.V. 100.00 Maatschappij B.V. Grijze Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Groen Lease B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Grondpoort I B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Grondpoort II B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Grondpoort III B.V. B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 Grondpoort IV B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Groninger Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Groningsche Hypotheekbank N.V. 100.00 Netherlands Hypotheekbank 100.00 N.V. Maatschappij voor Hypothecaire Crediet N.V. Grote Markt Staete B.V. B.V. 54.69 Netherlands BOZ B.V. 54.69 Grundstuckgesellschaft GbR 24.27 Germany BHF Immobilien-GmbH 24.27 Wittenberger Strasse GbR Guaranty Brokerage Inc. 100.00 United States of PrimeVest Financial 100.00 Services, Inc. (FKA Split America Services, Inc. Rock Financial) Guernsey International Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Fund Managers Limited Management Ltd. H. van Duinen Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 H. van Veeren B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Schadeverzekering Maatschappij N.V. H.G. van der Most Beheer B.V. 67.62 Netherlands ING Prena B.V. 67.62 B.V. H.J.M. Insurance Brokers Inc. 50.00 Canada Equisure Insurance 50.00 (Ontario) Inc. Services Ltd. Hagendoorn Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Hamgia Beheer B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Handamar Corporation Corp. 100.00 Panama Handamar N.V. 100.00 Handamar N.V. N.V. 100.00 Netherlands Antilles Bank Mendes Gans N.V. 100.00 Handelsonderneming E. Spee B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Handlowy - Heller sa S.A. 50.00 Poland NMB-Heller Holding N.V. 50.00 Hanel B.V. B.V. - Netherlands ? - Harding Hall & Graburne Inc. 100.00 Canada Equisure Financial 100.00 Insurance Inc. Network, Inc. Harrison & Associes Inc. 100.00 Canada Equisure Financial 100.00 Assurance Inc. Network, Inc. Harvidio B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== GLO Investments Ltd. GNI Global Financials Fund Ireland Plc. Godfrey & Jolin Ltd. Golden American Life Insurance Company Gornoslaski Towarzystwo Lotnicze S.A. Gothia Estate II B.V. Grabenstrasse Staete B.V. Graf Stolberg Zingst Grundstucksgesellschaft GbR Granite Investment Services Granity Shipping N.V. Graphic Lease B.V. Grassmere Limited Green Assets B.V. Greenlease s.a. Gregoire Begin Brunet et Associes inc. Grejama B.V. Greuters Onroerend Goed Maatschappij B.V. Grijze Poort B.V. Groen Lease B.V. Grondpoort I B.V. Grondpoort II B.V. Grondpoort III B.V. Grondpoort IV B.V. Groninger Poort B.V. Groningsche Hypotheekbank N.V. Grote Markt Staete B.V. Grundstuckgesellschaft Wittenberger Strasse GbR Guaranty Brokerage Services, Inc. (FKA Split Rock Financial) Guernsey International Fund Managers Limited H. van Duinen Beheer B.V. H. van Veeren B.V. H.G. van der Most Beheer B.V. H.J.M. Insurance Brokers (Ontario) Inc. Hagendoorn Assurantien B.V. Hamgia Beheer B.V. Handamar Corporation Handamar N.V. Handelsonderneming E. Spee B.V. Handlowy - Heller sa Hanel B.V. Harding Hall & Graburne Insurance Inc. Harrison & Associes Assurance Inc. Harvidio B.V.
24
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Haussmann les Bruyer S.A. 4.95 France Banque Bruxelles 4.95 Lambert France S.A. Hazo Immobilia B.V. B.V. 100.00 Netherlands JUZA Onroerend Goed 100.00 B.V. Healey Insurance Ltd. 100.00 Canada Equisure Financial 100.00 Consultants Ltd. Network, Inc. Heitkamp & Spit B.V. 100.00 Netherlands B.V. Algemene 100.00 Assurantien B.V. Beleggingsmaatschappij Reigerdaal Heiwa Information Centre 4.40 Japan The Aetna Heiwa Life 4.40 Insurance Company Limited Heller Bank A.G. A.G. 100.00 Germany Heller GmbH 100.00 Heller Finanz GmbH GmbH 100.00 Germany Heller GmbH 100.00 Heller GmbH GmbH 100.00 Germany NMB-Heller Holding N.V. 100.00 Helo Immobilia B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Henry F. Holding B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Heracles - s.c. 5.19 Belgium Sogerfin s.a. 5.19 Entr.Empl.Ens.-s.c Hercules Beheer B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Het Dijkhuis B.V. B.V. 100.00 Netherlands De Springelberg B.V. 100.00 Het Klaverblad B.V. B.V. - Netherlands ? - Hilschip B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Hirando B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. Hoftoren Vastgoed B.V. B.V. 100.00 Netherlands Hoftoren Vastgoed 100.00 Holding B.V. Hoftoren Vastgoed Grond B.V. 100.00 Netherlands Hoftoren Vastgoed 100.00 B.V. Holding B.V. Hoftoren Vastgoed Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. Hokabe Lease B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. Holding J.W.G. Huijbregts B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Holding Schildersbedrijf B.V. 100.00 Netherlands ING Prena B.V. 100.00 West-Friesland B.V. Holding Schuiling B.V. B.V. 94.00 Netherlands ING Prena B.V. 94.00 Holendrecht B.V. 100.00 Netherlands Westland/Utrecht 100.00 Gemeenschappelijk Beheer Leasing B.V. B.V. Holendrecht Parking B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Holland Park SP.z.o.o. SpZoo 100.00 Poland Holding Wars P.R.W. 100.00 S.A. Hollandsche Hypotheekbank N.V. 100.00 Netherlands Nationale 100.00 N.V. Hypotheekbank N.V. Hollandse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Honesto B.V. B.V. - Netherlands ? - Hoogoorddreef I B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. Hope B.V. B.V. 100.00 Netherlands Oostermij B.V. 100.00 Hospitalet ? 49.90 Spain MBO LaFarga S.A. 49.90 Huei-Hong Securities Co. Ltd. 20.00 Taiwan Aetna Heart Investment 20.00 Ltd. Holdings Limited Humada B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Huta "Batory" SA S.A. 10.19 Poland Bank Slaski S.A. w 10.19 Katowicach Huta "Jednosc" SA S.A. 6.10 Poland Bank Slaski S.A. w 6.10 Katowicach Hypothecair Belang N.V. 100.00 Netherlands Westland/Utrecht 100.00 Gaasperdam I N.V. Hypotheekbank N.V. Hypotheekbank Maatschappij N.V. 100.00 Netherlands Westlandsche Hypotheek 100.00 voor Hypothecaire Crediet N.V. N.V. Hypotheekbank voor N.V. 100.00 Netherlands Algemeene 100.00 Nederland II N.V. Waarborgmaatschappij N.V. Hypotheekbank voor N.V. 100.00 Netherlands Algemeene 100.00 Nederland N.V. Waarborgmaatschappij N.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== Haussmann les Bruyer Hazo Immobilia B.V. Healey Insurance Consultants Ltd. Heitkamp & Spit Assurantien B.V. Heiwa Information Centre Heller Bank A.G. Heller Finanz GmbH Heller GmbH Helo Immobilia B.V. Henry F. Holding B.V. Heracles - Entr.Empl.Ens.-s.c Hercules Beheer B.V. Het Dijkhuis B.V. Het Klaverblad B.V. Hilschip B.V. Hirando B.V. Hoftoren Vastgoed B.V. Hoftoren Vastgoed Grond B.V. Hoftoren Vastgoed Holding B.V. Hokabe Lease B.V. Holding J.W.G. Huijbregts B.V. Holding Schildersbedrijf West-Friesland B.V. Holding Schuiling B.V. Holendrecht Gemeenschappelijk Beheer B.V. Holendrecht Parking B.V. Holland Park SP.z.o.o. Hollandsche Hypotheekbank N.V. Hollandse Poort B.V. Honesto B.V. Hoogoorddreef I B.V. Hope B.V. Hospitalet Huei-Hong Securities Co. Ltd. Humada B.V. Huta "Batory" SA Huta "Jednosc" SA Hypothecair Belang Gaasperdam I N.V. Hypotheekbank Maatschappij voor Hypothecaire Crediet N.V. Hypotheekbank voor Nederland II N.V. Hypotheekbank voor Nederland N.V.
25
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== I.R.G. S.A. S.A. 24.49 Belgium Bank Brussel Lambert 24.49 N.V. IB Holdings LLC LLC 100.00 United States of ReliaStar Financial 100.00 America Coporation IBIV GmbH 24.17 Germany Industrie-Beteiligungs- 24.17 Beteiligungsgesellschaft Gesellschaft mbH mbH IBIV GmbH 11.60 Germany Bfl- 11.60 Beteiligungsgesellschaft Beteiligungsgesellschaft mbH fur Industriewerte mbH ICC Heller Ltd. Ltd. 50.00 Ireland NMB-Heller Holding N.V. 50.00 Idaval s.a. S.A. 100.00 France Banque Bruxelles 100.00 Lambert France s.a. Idrax Holding Ltd. Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 Lambert Suisse s.a. Iena Vastgoed B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Iepe Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. IFG Advisory Services, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFG Advisory, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFG Agency, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFG Brokerage Corp. Corp. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFG Insurance Agency of Inc. 100.00 United States of IFG Agency, Inc. 100.00 Massachusetts, Inc. America IFG Insurance Services of Inc. 100.00 United States of IFG Agency, Inc. 100.00 Alabama, Inc. America IFG Insurance Services, Inc. 100.00 United States of Investors Financial 100.00 Inc. America Group, Inc. IFG Network Securities, Inc. 100.00 United States of Investors Financial 100.00 Inc. America Planning, Inc. IFG Network, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFG Services, Inc. Inc. 100.00 United States of Investors Financial 100.00 America Group, Inc. IFSC GmbH 100.00 Germany ING Lease Deutschland 100.00 Beteiligungsgesellschaft GmbH GmbH Imbricata B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Immo "De Hertoghe" N.V. N.V. 100.00 Belgium Fiducre SA 100.00 Immo Management Services S.A. 100.00 Belgium Arnhem Staete B.V. 100.00 s.a. Immo Property Den Bosch B.V. - Netherlands ? - B.V. Immo Property B.V. - Netherlands ? - International B.V. Immo Property Nederland B.V. - Netherlands ? - B.V. Immo Property Tripolis B B.V. 100.00 Netherlands ING Vastgoed Belegging 100.00 B.V. B.V. Immo Property Zwolle B.V. B.V. - Netherlands ? - Immocarmes s.a. S.A. 99.91 Belgium CEL Data Services s.a. 14.96 Bank Brussel 84.95 Lambert N.V. Immogerance S.A. S.A. 100.00 France BOZ B.V. 100.00 Immomanda s.a. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. Imocumpre ? - Portugal ? Impercia B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Incassobureau Fiditon B.V. B.V. 100.00 Netherlands InterAdvies N.V. 100.00 Indiana Insurance Company Inc. 100.00 United States of ING U.S. P&C 100.00 America Corporation Indonea B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Industrie-Beteiligungs- GmbH 97.09 Germany Berliner Handels- und 97.09 Gesellschaft mbH Frankfurter Bank A G Industry Retirement Limited Ltd. 100.00 Australia Armstrong Jones Life 100.00 Assurance Limited Info- und GmbH 100.00 Germany Heller GmbH 100.00 Beratungsunternehmen GmbH Infotrade N.V. N.V. 33.33 Belgium Bank Brussel Lambert 33.33 N.V. ING (Antilles) portfolio Ltd. 100.00 Netherlands Antilles Ingress N.V. 100.00 management N.V. ING (Holland) Aircraft B.V. 100.00 Netherlands ING Lease 100.00 Lease B.V. International Equipment Management B.V. ING (U.S.) Capital Corp 100.00 United States of ING (U.S.) Financial 100.00 Financial Holdings LLC America Holdings Corporation ING (U.S.) Capital Inc. 100.00 United States of ING (U.S.) Capital 100.00 Investors Holdings, inc. America Financial Holdings LLC ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== I.R.G. S.A. IB Holdings LLC IBIV Beteiligungsgesellschaft mbH IBIV Beteiligungsgesellschaft mbH ICC Heller Ltd. Idaval s.a. Idrax Holding Ltd. Iena Vastgoed B.V. Iepe Poort B.V. IFG Advisory Services, Inc. IFG Advisory, Inc. IFG Agency, Inc. IFG Brokerage Corp. IFG Insurance Agency of Massachusetts, Inc. IFG Insurance Services of Alabama, Inc. IFG Insurance Services, Inc. IFG Network Securities, Inc. IFG Network, Inc. IFG Services, Inc. IFSC Beteiligungsgesellschaft GmbH Imbricata B.V. Immo "De Hertoghe" N.V. Immo Management Services s.a. Immo Property Den Bosch B.V. Immo Property International B.V. Immo Property Nederland B.V. Immo Property Tripolis B B.V. Immo Property Zwolle B.V. Immocarmes s.a. Immogerance S.A. Immomanda s.a. Imocumpre Impercia B.V. Incassobureau Fiditon B.V. Indiana Insurance Company Indonea B.V. Industrie-Beteiligungs- Gesellschaft mbH Industry Retirement Limited Info- und Beratungsunternehmen GmbH Infotrade N.V. ING (Antilles) portfolio management N.V. ING (Holland) Aircraft Lease B.V. ING (U.S.) Capital Financial Holdings LLC ING (U.S.) Capital Investors Holdings, inc.
26
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING (U.S.) Capital LLC LLC 100.00 United States of ING (U.S.) Capital 100.00 America Financial Holdings LLC ING (U.S.) Financial Corp. 100.00 United States of ING Bank N.V. 100.00 Holdings Corporation America ING (U.S.) Financial Corp. 100.00 United States of ING (U.S.) Financial 100.00 Services Corporation America Holdings Corporation ING (U.S.) Funding Corp. 100.00 United States of ING Bank N.V. 100.00 Corporation America ING (U.S.) Investment Corp. 100.00 United States of ING (U.S.) Capital LLC 100.00 Corporation America ING (U.S.) Real Estate Inc. 100.00 United States of ING Baring (U.S.) 100.00 Investors, inc America Capital LLC ING (U.S.) Securities, Inc. 100.00 United States of ING (U.S.) Financial 100.00 Futures & Options, inc America Holdings Corporation ING Advisors Network Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. ING Agaathbank I B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. ING Agaathbank II B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. ING Agaathbank III B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. ING Agaathbank IV B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. ING Agaathbank V B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. ING Agenzia Assicurativa S.p.A 100.00 Italy ING Sviluppo 100.00 S.p.A Finanziaria S.p.A. ING Aircraft Lease B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 ING AM Interfinance Inc. 100.00 Netherlands ING Verzekeringen N.V. 100.00 Services B.V. ING America Equities, Inc. Inc. 100.00 United States of Security Life of 100.00 America Denver Insurance Company ING America Insurance Inc. 100.00 United States of ING Verzekeringen N.V. 100.00 Holdings, Inc. America ING America Life Inc. 100.00 United States of ING America Insurance 100.00 Corporation America Holdings, Inc. ING Asset Management Ltd. 100.00 Singapore ING Merchant Bank 100.00 (Singapore) Ltd. (Singapore) Limited ING Asset Management B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. ING Asset Management B.V. 100.00 Netherlands ING Groep N.V. 100.00 Holdings B.V. ING Australia Ltd. Ltd. 100.00 Australia ING Insurance 100.00 International B.V. ING Aviation Lease B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Finance BV ING Bank (Belgium) N.V. 100.00 Belgium Bank Brussel Lambert 100.00 N.V./S.A. N.V. ING Bank (Eurasia) N.V. 100.00 Russia ING Bank N.V. 100.00 ING Bank (Eurasia) USD N.V. 70.00 Russia ING Bank N.V. 70.00 gedeelte ING Bank (Hungary) Rt. Ltd. 100.00 Hungary ING Bank N.V. 100.00 ING Bank (Luxembourg) S.A. S.A. 0.50 Luxemburg ING Bank N.V. 0.50 ING Bank (Schweiz) A.G. A.G. 100.00 Switzerland ING Bank N.V. 100.00 ING Bank (Uruguay) S.A. S.A. 100.00 Uruguay ING Bank N.V. 100.00 ING Bank Australia Limited Ltd. 100.00 Australia ING Bank N.V. 100.00 ING Bank N.V. - Netherlands ? - CommunicatieTechnologie Fonds N.V. ING Bank Corporate B.V. 100.00 Netherlands ING Bank N.V. 100.00 Investments B.V. ING Bank Dutch Fund N.V. N.V. - Netherlands ? - ING Bank Dutch Services N.V. - Netherlands ? - Fund N.V. ING Bank Duurzaam N.V. - Netherlands ? - Rendement Fonds N.V. ING Bank Emerging Eastern N.V. - Netherlands ? - Fund N.V. ING Bank Euro Obligatie N.V. - Netherlands ? - Fonds N.V. ING Bank Europe Fund N.V. N.V. - Netherlands ? - ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== ING (U.S.) Capital LLC ING (U.S.) Financial Holdings Corporation ING (U.S.) Financial Services Corporation ING (U.S.) Funding Corporation ING (U.S.) Investment Corporation ING (U.S.) Real Estate Investors, inc ING (U.S.) Securities, Futures & Options, inc ING Advisors Network ING Agaathbank I B.V. ING Agaathbank II B.V. ING Agaathbank III B.V. ING Agaathbank IV B.V. ING Agaathbank V B.V. ING Agenzia Assicurativa S.p.A ING Aircraft Lease B.V. ING AM Interfinance Services B.V. ING America Equities, Inc. ING America Insurance Holdings, Inc. ING America Life Corporation ING Asset Management (Singapore) Ltd. ING Asset Management B.V. ING Asset Management Holdings B.V. ING Australia Ltd. ING Aviation Lease B.V. ING Bank (Belgium) N.V./S.A. ING Bank (Eurasia) ING Bank (Eurasia) USD gedeelte ING Bank (Hungary) Rt. ING Bank (Luxembourg) S.A. ING Bank (Schweiz) A.G. ING Bank (Uruguay) S.A. ING Bank Australia Limited ING Bank CommunicatieTechnologie Fonds N.V. ING Bank Corporate Investments B.V. ING Bank Dutch Fund N.V. ING Bank Dutch Services Fund N.V. ING Bank Duurzaam Rendement Fonds N.V. ING Bank Emerging Eastern Fund N.V. ING Bank Euro Obligatie Fonds N.V. ING Bank Europe Fund N.V.
27
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Bank European Small N.V. - Netherlands ? - Caps Fund N.V. ING Bank Farmacie Fonds N.V. - Netherlands ? - N.V. ING Bank Financials Fund N.V. - Netherlands ? - N.V. ING Bank Fondsen Beheer B.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. ING Bank Geldmarkt Fonds N.V. - Netherlands ? - N.V. ING Bank Global Fund N.V. N.V. - Netherlands ? - ING Bank Hoog Dividend N.V. - Netherlands ? - Aandelen Fonds N.V. ING Bank Hypotheken N.V. N.V. 100.00 Netherlands Utrechtse 100.00 Hypotheekbank N.V. ING Bank I.T. Fund N.V. N.V. - Netherlands ? - ING Bank Internet Fund N.V. N.V. - Netherlands ? - ING Bank Japan Fund N.V. N.V. - Netherlands ? - ING Bank Luxfund S.A. 0.02 Luxemburg ING Bank N.V. 0.02 Management S.A. ING Bank Mezzaninefonds N.V. 100.00 Netherlands ING Bank Corporate 100.00 B.V. Investments B.V. ING Bank N.V. N.V. 100.00 Netherlands ING Groep N.V. 100.00 ING Bank North America N.V. - Netherlands ? - Fund N.V. ING Bank Obligatie Fonds N.V. - Netherlands ? - N.V. ING Bank of Australia Ltd. Ltd. 100.00 Australia ING Bank N.V. 100.00 ING Bank of Canada Ltd. 100.00 Canada ING Bank N.V. 100.00 ING Bank Onroerend Goed N.V. - Netherlands ? - Aandelen Fonds N.V. ING Bank Participatie PPM B.V. 100.00 Netherlands ING Bank Corporate 100.00 B.V. Investments B.V. ING Bank Rentegroei Fonds N.V. - Netherlands ? - N.V. ING Bank Spaardividend B.V. 100.00 Netherlands ING Bank N.V. 100.00 Fonds Beheer B.V. ING Bank Spaardividend N.V. - Netherlands ? - Fonds N.V. ING Bank Ukraine ? 100.00 Ukraine ING Bank N.V. 100.00 ING Bank Vastgoed Fonds N.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. ING Bank Vastgoed B.V. 100.00 Netherlands ING Bank N.V. 100.00 Management B.V. ING Bank Verre Oosten B.V. - Netherlands ? - Fonds N.V. ING Baring (U.S.) Capital Corp. 100.00 United States of ING Baring (U.S.) 100.00 LLC America Financial Holdings LLC ING Baring (U.S.) Capital Inc. 100.00 United States of ING Baring (U.S.) 100.00 Markets inc America Financial Holdings LLC ING Baring (U.S.) Corp 100.00 United States of ING (U.S.) Financial 100.00 Financial Holdings LLC America Holdings Corporation ING Baring Capital Markets A.S. 100.00 Czech Republic ING Bank N.V. 100.00 (C.R.), a.s. ING Baring Chile Limitada Ltd.a 100.00 Chile Barsec (International) 100.00 Limited ING Baring Data Limited Ltd. 100.00 United Kingdom ING Baring Securities 100.00 Services Limited ING Baring Far East Ltd. 100.00 Hong Kong ING Baring Securities 100.00 Nominees Limited (Hong Kong) Ltd ING Baring Financial unLtd. 100.00 United Kingdom ING Bank N.V. 100.00 Products ING Baring Grupo S.A. 100.00 Mexico ING (U.S.) Financial 100.00 Financiero (Mexico) S.A. Services Corporation de C.V. ING Baring Holding B.V. 100.00 Netherlands ING Bank N.V. 100.00 Nederland B.V. ING Baring Holdings Limited Ltd. 100.00 United Kingdom ING Baring Holding 100.00 Nederland B.V. ING Baring Institutional & B.V. 100.00 Netherlands ING Bank N.V. 100.00 Government Advisory Services B.V. ING Baring International Ltd. 48.60 Thailand Barsec (International) 48.60 Advisers Limited Limited ING Baring International Ltd. 100.00 Singapore Barsec (International) 100.00 Pte Ltd. Limited ING Baring Investment ZAO 100.00 Russia ING Bank N.V. 100.00 (Eurasia) ZAO ING Baring Management Ltd. 100.00 Singapore INGB Dormant Holding 100.00 Services Pte Ltd. Company Limited ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== ING Bank European Small Caps Fund N.V. ING Bank Farmacie Fonds N.V. ING Bank Financials Fund N.V. ING Bank Fondsen Beheer B.V. ING Bank Geldmarkt Fonds N.V. ING Bank Global Fund N.V. ING Bank Hoog Dividend Aandelen Fonds N.V. ING Bank Hypotheken N.V. ING Bank I.T. Fund N.V. ING Bank Internet Fund N.V. ING Bank Japan Fund N.V. ING Bank Luxfund Management S.A. ING Bank Mezzaninefonds B.V. ING Bank N.V. ING Bank North America Fund N.V. ING Bank Obligatie Fonds N.V. ING Bank of Australia Ltd. ING Bank of Canada ING Bank Onroerend Goed Aandelen Fonds N.V. ING Bank Participatie PPM B.V. ING Bank Rentegroei Fonds N.V. ING Bank Spaardividend Fonds Beheer B.V. ING Bank Spaardividend Fonds N.V. ING Bank Ukraine ING Bank Vastgoed Fonds B.V. ING Bank Vastgoed Management B.V. ING Bank Verre Oosten Fonds N.V. ING Baring (U.S.) Capital LLC ING Baring (U.S.) Capital Markets inc ING Baring (U.S.) Financial Holdings LLC ING Baring Capital Markets (C.R.), a.s. ING Baring Chile Limitada ING Baring Data Limited ING Baring Far East Nominees Limited ING Baring Financial Products ING Baring Grupo Financiero (Mexico) S.A. de C.V. ING Baring Holding Nederland B.V. ING Baring Holdings Limited ING Baring Institutional & Government Advisory Services B.V. ING Baring International Advisers Limited ING Baring International Pte Ltd. ING Baring Investment (Eurasia) ZAO ING Baring Management Services Pte Ltd.
28
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Baring Nominees Ltd. 100.00 Singapore ING Baring Securities 100.00 (Singapore) Pte Ltd. (Singapore) Pte Ltd ING Baring Operational Ltd. 100.00 Hong Kong Barsec (International) 100.00 Services (Taiwan) Limited Limited ING Baring Research Bhd. 100.00 Malaysia ING Baring Securities 100.00 (Malaysia) Sdn. Bhd. (Singapore) Pte Ltd ING Baring Research Limited Ltd. 100.00 Hong Kong INGB Dormant Holding 100.00 Company Limited ING Baring Securities Ltd.a 100.00 Colombia ING Barings Limited 100.00 (Andean Pact) Ltda. ING Baring Securities S.A. 100.00 France Barsec (International) 100.00 (France ) S.A. Limited ING Baring Securities Ltd. 100.00 Hong Kong Barsec (International) 100.00 (Hong Kong) Ltd. Limited ING Baring Securities Rt 100.00 Hungary ING Bank N.V. 100.00 (Hungary) Rt. ING Baring Securities Ltd. 56.25 India ING Barings India 56.25 (India) Pvt. Ltd. Private Limited ING Baring Securities Ltd. 100.00 Japan ING Baring Holding 100.00 (Japan) Limited Nederland B.V. ING Baring Securities Ltd. 100.00 Hong Kong INGB Dormant Holding 100.00 (Overseas) Ltd. Company Limited ING Baring Securities Inc. 100.00 Philippines Barsec (International) 100.00 (Philippines) inc. Limited ING Baring Securities B.V. 100.00 Netherlands ING Bank N.V. 100.00 (Poland) Holding B.V. ING Baring Securities S.A. 100.00 Rumania ING Bank N.V. 100.00 (Romania) S.A. ING Baring Securities Ltd. 100.00 Singapore Barsec (International) 100.00 (Singapore) Pte Ltd Limited ING Baring Securities ocpas 100.00 Slovakia ING Bank N.V. 100.00 (Slovakia), o.c.p.a.s. ING Baring Securities Ltd. 100.00 Taiwan ING Baring Holding 100.00 (Taiwan) Limited (SICE) Nederland B.V. ING Baring Securities Ltd. 70.00 Thailand ING Baring Holding 70.00 (Thailand) Limited Nederland B.V. ING Baring Securities S.A. 100.00 Argentina Barsec (International) 100.00 Argentina S.A. Limited ING Baring Securities Ltd. 100.00 United Kingdom ING Barings Holdings 100.00 Holdings Limited Limited ING Baring Securities Ltd. 100.00 Hong Kong INGB Dormant Holding 100.00 Management Services (Hong Company Limited Kong) Ltd ING Baring Securities Ltd. 51.00 Pakistan Barsec (International) 51.00 Pakistan (Private) Limited Limited ING Baring Securities Ltd. 100.00 United Kingdom ING Baring Holdings 100.00 Services Limited Limited ING Baring Services Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 (Eastern Europe) Limited ING Baring Services Limited Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 ING Baring Sociedad de S.A. 100.00 Argentina ING Bank N.V. 100.00 Bolsa (Argentina), S.A. ING Baring South Africa Ltd. 100.00 United Kingdom Barsec (International) 100.00 Limited Limited ING Barings (Chantal One) Ltd. 100.00 United Kingdom ING Bank N.V. 100.00 Ltd. ING Barings (Chantal Two) Ltd. 100.00 United Kingdom ING Barings (Chantal 100.00 Ltd. One) Ltd. ING Barings Deutschland GmbH 100.00 Germany Barings C.F. Holdings 100.00 (GmbH) Limited ING Barings Ecuador Casa S.A. 100.00 Ecuador ING Bank N.V. 100.00 de Valores S.A. ING Barings India Private Plc. 75.00 India Barings Mauritius 75.00 Limited Limited ING Barings Limited Plc. 100.00 United Kingdom ING Baring Holdings 100.00 Limited ING Barings LLC (aka ING LLC 100.00 United States of ING Merger LLC 100.00 Baring Furman Selz LLC) America ING Barings Peru S.A. S.A. 100.00 Peru ING Barings Limited 100.00 ING Barings Private Equity Plc. 100.00 Hong Kong Baring Private Equity 100.00 (China) Limited Partners (China) Limited ING Barings Southern Plc. 100.00 South Africa ING Baring South 100.00 Africa (proprietary) Africa Limited Limited ING Beleggingen B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 ING Bewaar Maatschappij I B.V. 100.00 Netherlands Nationale Nederlanden 100.00 B.V. Interfinance B.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== ING Baring Nominees (Singapore) Pte Ltd. ING Baring Operational Services (Taiwan) Limited ING Baring Research (Malaysia) Sdn. Bhd. ING Baring Research Limited ING Baring Securities (Andean Pact) Ltda. ING Baring Securities (France ) S.A. ING Baring Securities (Hong Kong) Ltd. ING Baring Securities (Hungary) Rt. ING Baring Securities (India) Pvt. Ltd. ING Baring Securities (Japan) Limited ING Baring Securities (Overseas) Ltd. ING Baring Securities (Philippines) inc. ING Baring Securities (Poland) Holding B.V. ING Baring Securities (Romania) S.A. ING Baring Securities (Singapore) Pte Ltd ING Baring Securities (Slovakia), o.c.p.a.s. ING Baring Securities (Taiwan) Limited (SICE) ING Baring Securities (Thailand) Limited ING Baring Securities Argentina S.A. ING Baring Securities Holdings Limited ING Baring Securities Management Services (Hong Kong) Ltd ING Baring Securities Pakistan (Private) Limited ING Baring Securities Services Limited ING Baring Services (Eastern Europe) Limited ING Baring Services Limited ING Baring Sociedad de Bolsa (Argentina), S.A. ING Baring South Africa Limited ING Barings (Chantal One) Ltd. ING Barings (Chantal Two) Ltd. ING Barings Deutschland (GmbH) ING Barings Ecuador Casa de Valores S.A. ING Barings India Private Limited ING Barings Limited ING Barings LLC (aka ING Baring Furman Selz LLC) ING Barings Peru S.A. ING Barings Private Equity (China) Limited ING Barings Southern Africa (proprietary) Limited ING Beleggingen B.V. ING Bewaar Maatschappij I B.V.
29
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Bewaar Maatschappij II B.V. 100.00 Netherlands Nationale Nederlanden 100.00 B.V. Interfinance B.V. ING Bewaar Maatschappij B.V. 100.00 Netherlands Nationale Nederlanden 100.00 III B.V. Interfinance B.V. ING Bewaar Maatschappij IV B.V. 100.00 Netherlands Westermij B.V. 100.00 B.V. ING Bewaar Maatschappij V B.V. 100.00 Netherlands BOZ B.V. 100.00 B.V. ING Bewaar Management B.V. B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 ING BPE (China) Advisors LLC 100.00 Hong Kong Baring Private Equity 100.00 Limited Partners (China) Limited ING BSK Asset Management S.A. 100.00 Poland Bank Slaski S.A. w 50.00 ING Bank N.V. 50.00 S.A. Katowicach ING Canada Holdings, inc. Inc. 100.00 Canada ING Insurance 100.00 International B.V. ING Canada inc. Inc. 100.00 Canada ING Canada Holdings, 100.00 Inc. ING Canada P&C inc. Inc. 100.00 Canada ING Canada Inc. 100.00 ING Capital Advisors LLC LLC 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC ING Capital Advisors Corp. 13.33 United States of ING Capital Advisors 13.33 Portfolio Management Corp. America LLC ING Capital Funding I LLC LLC 100.00 United States of ING Groep N.V. 100.00 America ING Capital Funding II LLC LLC 100.00 United States of ING Groep N.V. 100.00 America ING Capital Markets (Hong Ltd. 100.00 Hong Kong ING Bank N.V. 100.00 Kong) Limited ING Capital Senior Secured Corp. 100.00 United States of ING Capital Advisors 100.00 High income Fund L.P. America Portfolio Management Corp. ING Companhia S.A. 100.00 Brazil ING Empreendimentos e 100.00 Securitizadora de Creditos Participacaos Ltda. Financeiros ING Compania de Ltd.a 100.00 Chile Middenbank Curacao N.V. 100.00 Inversiones y Servicios Limitada ING Consultants Co., Ltd. Ltd. 65.00 China ING Bank N.V. 65.00 ING Continental Europe B.V. 100.00 Netherlands ING Insurance 100.00 Holdings B.V. International B.V. ING Core Point Associates LLC 50.00 United States of ING Core Point 50.00 LLC America Holdings LLC ING Core Point Holdings LLC LLC 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC ING Corporate Real Estate B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 B.V. ING CRE Zuiderhof B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Levensverzekering Maatschappij N.V. ING Deelnemingen B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 ING Derivatives (London) Ltd. 100.00 United Kingdom ING Bank N.V. 100.00 Limited ING Direct N.V. N.V. 100.00 Netherlands ING Bank N.V. 99.98 Cupula B.V. 0.02 ING DUNA Kft 100.00 Hungary ING Bank N.V. 100.00 INGatlanhasznositc Kft ING Dutch Office Fund B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Dutch Office Fund N.V. N.V. 100.00 Netherlands ING Vastgoed Belegging 100.00 B.V. ING Dutch Residential Fund B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Dutch Residential Fund N.V. 100.00 Netherlands ING Vastgoed Asset 100.00 N.V. Management B.V. ING Dutch Retail Fund B.V. 100.00 Netherlands ING Vastgoed Fondsen 100.00 Management B.V. B.V. ING Dutch Retail Fund N.V. N.V. 80.41 Netherlands ING Vastgoed 80.41 Ontwikkeling B.V. ING Emerging Markets Inc. 100.00 United States of ING (U.S.) Capital 100.00 Investors LLC America Investors Holdings, Inc. ING Employee Benefits S.p.A S.p.A. 100.00 Italy ING Sviluppo 90.00 ING Agenzia 10.00 Finanziaria S.p.A. Assicurativa S.p.A. ING Empreendimentos e Ltd.a 100.00 Brazil ING Bank N.V. 100.00 Participacaos Ltda. ING Equity Holdings, Inc. Inc. 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC ING Equity Partners I, L.P. Ltd. 99.25 United States of ING Equity Holdings, 99.25 America Inc. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== ING Bewaar Maatschappij II B.V. ING Bewaar Maatschappij III B.V. ING Bewaar Maatschappij IV B.V. ING Bewaar Maatschappij V B.V. ING Bewaar Management B.V. ING BPE (China) Advisors Limited ING BSK Asset Management S.A. ING Canada Holdings, inc. ING Canada inc. ING Canada P&C inc. ING Capital Advisors LLC ING Capital Advisors Portfolio Management Corp. ING Capital Funding I LLC ING Capital Funding II LLC ING Capital Markets (Hong Kong) Limited ING Capital Senior Secured High income Fund L.P. ING Companhia Securitizadora de Creditos Financeiros ING Compania de Inversiones y Servicios Limitada ING Consultants Co., Ltd. ING Continental Europe Holdings B.V. ING Core Point Associates LLC ING Core Point Holdings LLC ING Corporate Real Estate B.V. ING CRE Zuiderhof B.V. ING Deelnemingen B.V. ING Derivatives (London) Limited ING Direct N.V. ING DUNA INGatlanhasznositc Kft ING Dutch Office Fund Management B.V. ING Dutch Office Fund N.V. ING Dutch Residential Fund Management B.V. ING Dutch Residential Fund N.V. ING Dutch Retail Fund Management B.V. ING Dutch Retail Fund N.V. ING Emerging Markets Investors LLC ING Employee Benefits S.p.A ING Empreendimentos e Participacaos Ltda. ING Equity Holdings, Inc. ING Equity Partners I, L.P.
30
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Farm Finance (June) Ltd. 100.00 United Kingdom ING Farm Finance 100.00 Limited Limited ING Farm Finance (March) Ltd. 100.00 United Kingdom ING Farm Finance 100.00 Limited Limited ING Farm Finance Ltd. 100.00 United Kingdom ING Farm Finance 100.00 (September) Limited Limited ING Farm Finance Limited Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 ING Finance (Ireland) Ltd. Ltd. 100.00 Ireland ING Bank N.V. 100.00 ING Financial Services Ltd. 100.00 Hong Kong Nationale-Nederlanden 0.10 ING Insurance 99.90 International (Asia) Ltd. Intertrust B.V. International BV ING Finanzberatungs- und GmbH 100.00 Austria ING Bank N.V. 100.00 Leasing GmbH ING Forex Corporation Corp 100.00 Philippines ING Bank N.V. 100.00 ING Fund Management B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. ING Funds Distributor Inc. 100.00 United States of Equitable of Iowa 100.00 America Companies, Inc. ING Funds Service Co., Inc. Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. ING Furman Selz Asset LLC 100.00 United States of ING (US) Financial 100.00 Management LLC America Holdings Corp. ING Furman Selz LLC 100.00 United States of ING Merger LLC 100.00 Investments LLC America ING Futures & Options Ltd. 100.00 Hong Kong Barsec (International) 100.00 (Hong Kong) Limited Limited ING Futures & Options Ltd. 100.00 Singapore ING Bank N.V. 100.00 (Singapore) Pte Ltd. ING Ghent Asset Management Inc. 100.00 United States of ING Furman Selz Asset 100.00 inc. America Management LLC ING Groep N.V. N.V. - Netherlands - - ING Guilder Corretora de S.A. 100.00 Brazil ING Empreendimentos e 100.00 Cambio E Titulis S.A. Participacaos Ltda. ING Guilder Distribuidora S.A. 100.00 Brazil ING Empreendimentos e 100.00 de Titulos E Valores Participacaos Ltda. Mobiliarios S/A ING Holdings Ltd.a 50.00 Brazil ING Trust (Nederland) 50.00 Empreendimentos B.V. Participacao Ltda. ING Inmuebles S.A. S.A. 100.00 Spain Belart Staete B.V. 10.00 ING REI Investment 90.00 Spain B.V. ING Insurance Agency Inc. 100.00 United States of ING Advisors Network, 100.00 America Inc. ING Insurance Consultants Ltd. 100.00 Hong Kong ING Insurance 100.00 (HK) Ltd. International B.V. ING Insurance B.V. 100.00 Netherlands ING Verzekeringen N.V. 100.00 International B.V. ING Insurance Services Ltd. 100.00 Hong Kong ING Bank N.V. 100.00 (Hong Kong) Limited ING International Advisory S.A. 0.03 Luxemburg 0.03 S.A.H. ING International B.V. 100.00 Netherlands ING Groep N.V. 100.00 Financial Holdings B.V. ING International B.V. 100.00 Netherlands ING International 100.00 Financial Holdings Craft Financial Holdings B.V. B.V. ING International II S.A. 0.03 Luxemburg 0.03 Advisory S.A.H. ING Inversiones, Ltda. Ltd.a 100.00 Colombia ING Bank N.V. 100.00 ING Investment Management Rt 100.00 Hungary Nationale Nederlanden 100.00 (Hungary) Rt Interfinance B.V. ING Investment Management B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Advisors B.V. Holdinvest B.V. ING Investment Management S.A. 100.00 France Banque Bruxelles 100.00 France S.A. Lambert France S.A. ING Investment Management N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 Holdings (Antilles) N.V. ING Investment Management ? 100.00 Italy ING Sviluppo 100.00 Italy Finanziaria S.p.A. ING Investment Management LLC 100.00 United States of Equitable of Iowa 50.00 ING America 50.00 LLC America Companies, Inc. Insurance Holdings, Inc. ING Investment Management Ltd.a. 100.00 Brazil ING Investment 100.00 Ltda. Management Holdings (Antilles) N.V. ================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================== ING Farm Finance (June) Limited ING Farm Finance (March) Limited ING Farm Finance (September) Limited ING Farm Finance Limited ING Finance (Ireland) Ltd. ING Financial Services International (Asia) Ltd. ING Finanzberatungs- und Leasing GmbH ING Forex Corporation ING Fund Management B.V. ING Funds Distributor ING Funds Service Co., Inc. ING Furman Selz Asset Management LLC ING Furman Selz Investments LLC ING Futures & Options (Hong Kong) Limited ING Futures & Options (Singapore) Pte Ltd. ING Ghent Asset Management inc. ING Groep N.V. ING Guilder Corretora de Cambio E Titulis S.A. ING Guilder Distribuidora de Titulos E Valores Mobiliarios S/A ING Holdings Empreendimentos Participacao Ltda. ING Inmuebles S.A. ING Insurance Agency ING Insurance Consultants (HK) Ltd. ING Insurance International B.V. ING Insurance Services (Hong Kong) Limited ING International Advisory S.A.H. ING International Financial Holdings B.V. ING International Financial Holdings Craft B.V. ING International II Advisory S.A.H. ING Inversiones, Ltda. ING Investment Management (Hungary) Rt ING Investment Management Advisors B.V. ING Investment Management France S.A. ING Investment Management Holdings (Antilles) N.V. ING Investment Management Italy ING Investment Management LLC ING Investment Management Ltda.
31
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Investment Management, Inc. - United States of ING America Insurance - inc America Holdings, Inc. ING Kantoren Beheer B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Maatschappij B.V. Management B.V. ING Kantoren Bewaar B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 Maatschappij B.V. ING Kantoren Management B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 B.V. Management B.V. ING Latin American B.V. 100.00 Netherlands ING Insurance 100.00 Holdings B.V. International B.V. ING Lease (Asia Pacific) Ltd. 100.00 Singapore ING Lease 100.00 PTE Ltd. International Equipment Finance BV ING Lease (Belgium) N.V. N.V. - Belgium Locabel S.A. - c/o Locabel ING Lease (Berlin) GmbH GmbH 100.00 Germany ING Lease Deutschland 100.00 GmbH ING Lease (C.R.) s.r.o. s.r.o 100.00 Czech Republic ING Lease Holding N.V. 100.00 ING Lease (Espana) EFC, sa S.A. 100.00 Spain ING Lease Holding N.V. 100.00 ING Lease (Far East 2) B.V. B.V. 100.00 Netherlands ING Aviation Lease B.V. 100.00 ING Lease (Far East) N.V. N.V. 100.00 Netherlands ING Lease 100.00 International Equipment Finance BV ING Lease (France) S.A. S.A. 100.00 France ING Lease Holding N.V. 100.00 ING Lease (France) S.N.C. SNC 100.00 France ING Lease (Ireland) 100.00 B.V. ING Lease (Ireland) B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Finance BV ING Lease (Italia) Spa Spa 100.00 Italy ING Lease Interfinance 100.00 B.V. ING Lease (Japan) B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Finance BV ING Lease (Nederland) B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 ING Lease (Polska) Sp.z 100.00 Poland ING Lease Holding N.V. 100.00 ING Lease (UK) Limited Ltd. 100.00 United Kingdom ING Lease Holdings 100.00 (UK) Limited ING Lease (UK) Nine Limited Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 ING Lease (UK) Six Limited Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 ING Lease (UK) Three Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 Limited ING Lease Aircraft B.V. B.V. 100.00 Netherlands ING Lease 100.00 International Equipment Management B.V. ING Lease Delaware, inc Inc. 100.00 United States of ING Lease 100.00 America International Equipment Management B.V. ING Lease Deutschland GmbH GmbH 100.00 Germany ING Lease Holding 100.00 ING Verwaltung 45.00 (Deutschland) GmbH (Deutschland) GmbH A.G. ING Lease Gabetti S.p.A. S.p.A 100.00 Italy ING Lease (Italia) Spa 100.00 ING Lease Holding GmbH 55.00 Germany ING Lease Holding N.V. 55.00 (Deutschland) GmbH ING Lease Holding N.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 ING Lease Holdings (UK) Ltd. 100.00 United Kingdom ING Lease Holding N.V. 100.00 Limited ING Lease Interfinance B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 ING Lease International B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 Equipment Finance B.V. ING Lease International B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 Equipment Management B.V. ING Lease Ireland Ltd. Ltd. 100.00 Ireland ING Lease (Ireland) 100.00 B.V. ING Lease Kran und GmbH 100.00 Germany ING Lease (Berlin) GmbH 100.00 Schwertransport GmbH ING Lease Milieu B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. ING Lease Structured B.V. 100.00 Netherlands ING Lease 100.00 Finance B.V. International Equipment Finance BV ING Lease Vastgoed B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. ING Leasing GmbH 100.00 Germany ING Lease Deutschland 100.00 Besitzgesellschaft mbH GmbH ING Leasing Financial GmbH 100.00 Germany ING Lease Deutschland 100.00 Services GmbH GmbH ING Leasing GmbH 100.00 Germany ING Lease Deutschland 100.00 Geschaeftsfuhrungsgesellschaft GmbH mbH ===================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ===================================================================================================================== ING Investment Management, inc ING Kantoren Beheer Maatschappij B.V. ING Kantoren Bewaar Maatschappij B.V. ING Kantoren Management B.V. ING Latin American Holdings B.V. ING Lease (Asia Pacific) PTE Ltd. ING Lease (Belgium) N.V. c/o Locabel ING Lease (Berlin) GmbH ING Lease (C.R.) s.r.o. ING Lease (Espana) EFC, sa ING Lease (Far East 2) B.V. ING Lease (Far East) N.V. ING Lease (France) S.A. ING Lease (France) S.N.C. ING Lease (Ireland) B.V. ING Lease (Italia) Spa ING Lease (Japan) B.V. ING Lease (Nederland) B.V. ING Lease (Polska) ING Lease (UK) Limited ING Lease (UK) Nine Limited ING Lease (UK) Six Limited ING Lease (UK) Three Limited ING Lease Aircraft B.V. ING Lease Delaware, inc ING Lease Deutschland GmbH ING Lease Gabetti S.p.A. ING Lease Holding (Deutschland) GmbH ING Lease Holding N.V. ING Lease Holdings (UK) Limited ING Lease Interfinance B.V. ING Lease International Equipment Finance B.V. ING Lease International Equipment Management B.V. ING Lease Ireland Ltd. ING Lease Kran und Schwertransport GmbH ING Lease Milieu B.V. ING Lease Structured Finance B.V. ING Lease Vastgoed B.V. ING Leasing Besitzgesellschaft mbH ING Leasing Financial Services GmbH ING Leasing Geschaeftsfuhrungsgesellschaft mbH
32
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Leasing Gesellschaft GmbH 100.00 Germany ING Lease Deutschland 100.00 fur Beteiligungen mbH GmbH ING Leasing GmbH & Co. GmbH 100.00 Germany ING Leasing 100.00 Golf KG Gesellschaft fur Beteiligungen mbH ING Leasing GmbH & Co. GmbH 100.00 Germany ING Leasing 100.00 Juliett KG Gesellschaft fur Beteiligungen mbH ING Leasing GmbH 100.00 Germany ING Lease Deutschland 100.00 Grundstecksverwaltungsgesellschaft GmbH mbH ING Leasing GmbH 100.00 Germany ING Lease Deutschland 100.00 Treuhandsgeselschaft GmbH GmbH ING Leasing GmbH 100.00 Germany ING Lease Deutschland 100.00 Verwaltungsgesellschaft mbH GmbH ING Lexington Management Corp. 100.00 United States of ING Pilgrim Group, Inc. 100.00 Corporation America ING Life Insurance Company Inc. 100.00 Philippines ING Insurance 100.00 (Philippines) International B.V. ING Life Insurance Company Ltd. 100.00 Japan ING Insurance 100.00 Ltd. (Japan) International B.V. ING Life Insurance Company Ltd. 100.00 South Korea ING Insurance 100.00 Ltd. Korea, Ltd. International B.V. ING Life Insurance N.V. 100.00 Netherlands Grabenstrasse Staete 100.00 International N.V. B.V. ING Management (Hong Kong) Ltd. 100.00 Hong Kong ING Trust B.V. 100.00 Ltd. ING Management Services s.r.o 100.00 Czech Republic ING Continental Europe 100.00 s.r.o. Holdings B.V. ING Management Services s.r.o 100.00 Slovakia ING Continental Europe 100.00 Slovensko spol s.r.o. Holdings B.V. ING Merchant Bank Ltd. 100.00 Singapore ING Bank N.V. 100.00 (Singapore) Limited ING Merger LLC Corp. 100.00 United States of ING Baring (U.S.) 100.00 America Financial Holdings LLC ING Mobilien-Leasing Nord GmbH 100.00 Germany ING Lease Deutschland 100.00 GmbH GmbH ING Mutual Funds Ltd. 100.00 Japan ING Life Insurance 50.05 ING Insurance 49.95 Management Company Company Ltd. (Japan) International B.V. (Japan), Ltd. ING Mutual Funds LLC 100.00 United States of ING America Insurance 100.00 Management Company LLC America Holdings, Inc. ING Nominees (Hong Kong) Ltd. 100.00 Hong Kong ING Management (Hong 100.00 Ltd. Kong) Ltd. ING Nominees (Singapore) Ltd. 100.00 Singapore ING Merchant Bank 100.00 Pte Ltd. (Singapore) Limited ING North America Corp. 100.00 United States of ING America Insurance 100.00 Insurance Corporation America Holdings, Inc. ING Novex Insurance Inc. 100.00 Canada ING Canada P&C, Inc. 100.00 Company of Canada ING Participaties (Belgie) N.V. - Belgium ING Bank N.V. - N.V. ING Participaties B.V. - Netherlands ING Groep N.V. - International B.V. ING Payroll Management, Inc. 100.00 United States of ING America Insurance 100.00 Inc. America Holdings, Inc. ING Pilgrim Capital Corp. 100.00 United States of ReliaStar Financial 100.00 Corporation America Corp. ING Pilgrim Funding, Inc. Inc. 100.00 United States of ING Pilgrim 100.00 America Securities, Inc ING Pilgrim Group, Inc Inc. 100.00 United States of ING Pilgrim Capital 100.00 America Corporation ING Pilgrim Investments, Inc. 100.00 United States of ING Pilgrim Group Inc. 100.00 Inc America ING Pilgrim Securities, Inc. 100.00 United States of ING Pilgrim Group Inc. 100.00 Inc. America ING Pilgrim Senior Income - Fund ING Prena B.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 ING Principal Pensions Ltd. 50.00 Japan 50.00 Kabushiki Kaisha ING Private Banking Beheer B.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. ING Private Capital S.A. 30.00 Luxemburg ING Bank N.V. 30.00 Management (Luxembourg) S.A. ================================================================================================================================ Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ================================================================================================================================ ING Leasing Gesellschaft fur Beteiligungen mbH ING Leasing GmbH & Co. Golf KG ING Leasing GmbH & Co. Juliett KG ING Leasing Grundstecksverwaltungsgesellschaft mbH ING Leasing Treuhandsgeselschaft GmbH ING Leasing Verwaltungsgesellschaft mbH ING Lexington Management Corporation ING Life Insurance Company (Philippines) ING Life Insurance Company Ltd. (Japan) ING Life Insurance Company Ltd. Korea, Ltd. ING Life Insurance International N.V. ING Management (Hong Kong) Ltd. ING Management Services s.r.o. ING Management Services Slovensko spol s.r.o. ING Merchant Bank (Singapore) Limited ING Merger LLC ING Mobilien-Leasing Nord GmbH ING Mutual Funds Management Company (Japan), Ltd. ING Mutual Funds Management Company LLC ING Nominees (Hong Kong) Ltd. ING Nominees (Singapore) Pte Ltd. ING North America Insurance Corporation ING Novex Insurance Company of Canada ING Participaties (Belgie) N.V. ING Participaties International B.V. ING Payroll Management, Inc. ING Pilgrim Capital Corporation ING Pilgrim Funding, Inc. ING Pilgrim Group, Inc ING Pilgrim Investments, Inc ING Pilgrim Securities, Inc. ING Pilgrim Senior Income Fund ING Prena B.V. ING Principal Pensions Kabushiki Kaisha ING Private Banking Beheer B.V. ING Private Capital Management (Luxembourg) S.A.
33
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Property Holdings, Inc. Inc. 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC ING RE Private Fund B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Real Estate (BHS) B.V. B.V. 100.00 Netherlands ING Vastgoed B B.V. 100.00 ING Real Estate (MQE) N.V. N.V. 100.00 Netherlands ING Real Estate 100.00 Support Holding B.V. ING Real Estate Colombo B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 B.V. Holdinvest B.V. ING Real Estate N.V. 100.00 Belgium ING Vastgoed B B.V. 100.00 Development Belgium ING Real Estate Espace B.V. 100.00 Netherlands BOZ B.V. 100.00 Daumesnil B.V. ING Real Estate Iberica PLC 100.00 Netherlands ING Real Estate 100.00 S.L. International Development B.V. ING Real Estate B.V. 100.00 Netherlands ING Real Estate 100.00 International Development International (P.R.C.) B.V. Development B.V. ING Real Estate B.V. 100.00 Netherlands ING Vastgoed 100.00 International Development Ontwikkeling B.V. B.V. ING Real Estate B.V. 100.00 Netherlands ING Vastgoed V B.V. 100.00 International Investment I B.V. ING Real Estate B.V. 100.00 Netherlands ING Vastgoed B B.V. 100.00 International Investment III B.V. ING Real Estate Joondalup B.V. 100.00 Netherlands ING Insurance 100.00 B.V. International B.V. ING Real Estate La Pastora S.A. - Netherlands ? - S.A. ING Real Estate North Corp. 100.00 United States of ING Verzekeringen N.V. 100.00 America Corporation America ING Real Estate Parking B.V. 100.00 Netherlands BOZ B.V. 100.00 Daumesnil Viaduc B.V. ING Real Estate SP.z.o.o. SpZoo 100.00 Poland ING Vastgoed 100.00 Ontwikkeling B.V. ING Real Estate Support B.V. 100.00 Netherlands ING Bank N.V. 100.00 Holding B.V. ING Real Estate Vasco da B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 Gama B.V. N.V. ING Realty Services, Inc Inc. 100.00 United States of ING Furman Selz Asset 100.00 America Management LLC ING REDH Belgium N.V. 100.00 Belgium ING Vastgoed B B.V. 100.00 ING REI Clarion Holding B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 B.V. N.V. ING REI Development B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 (Liege) B.V. N.V. ING REI Investment (Asia) B.V. 100.00 Netherlands Nationale Nederlanden 100.00 B.V. Interfinance B.V. ING REI Investment (China) B.V. 100.00 Netherlands ING Vastgoed N.V. 100.00 B.V. ING REI Investment B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Holdings B.V. Holdinvest B.V. ING REI Investment II B.V. B.V. 100.00 Netherlands ING REI Investment 100.00 Holdings B.V. ING REI Investment Spain B.V. 100.00 Netherlands Nationale Nederlanden 100.00 B.V. Interfinance B.V. ING REI Investment UK B.V. B.V. - Netherlands - ING REI Management B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. ING Rel Alfa Sp.z o.o. Sp.z 100.00 Poland ING Lease (Polska) 100.00 ING RPFI Spain B.V. B.V. 100.00 Netherlands ING Real Estate 100.00 International Investment I B.V. ING Sector Kantoren B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Sector Winkels B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Sector Woningen B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. Management B.V. ING Securities (Eurasia) ZAO 100.00 Russia ING Bank N.V. 100.00 ZAO ING Seguros S.A. de C.V. S.A. 100.00 Mexico ING America Life 100.00 Corporation ING Servicios, C.A. C.A. 100.00 Venezuela ING Bank N.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== ING Property Holdings, Inc. ING RE Private Fund Management B.V. ING Real Estate (BHS) B.V. ING Real Estate (MQE) N.V. ING Real Estate Colombo B.V. ING Real Estate Development Belgium ING Real Estate Espace Daumesnil B.V. ING Real Estate Iberica S.L. ING Real Estate International Development (P.R.C.) B.V. ING Real Estate International Development B.V. ING Real Estate International Investment I B.V. ING Real Estate International Investment III B.V. ING Real Estate Joondalup B.V. ING Real Estate La Pastora S.A. ING Real Estate North America Corporation ING Real Estate Parking Daumesnil Viaduc B.V. ING Real Estate SP.z.o.o. ING Real Estate Support Holding B.V. ING Real Estate Vasco da Gama B.V. ING Realty Services, Inc ING REDH Belgium ING REI Clarion Holding B.V. ING REI Development (Liege) B.V. ING REI Investment (Asia) B.V. ING REI Investment (China) B.V. ING REI Investment Holdings B.V. ING REI Investment II B.V. ING REI Investment Spain B.V. ING REI Investment UK B.V. ING REI Management B.V. ING Rel Alfa Sp.z o.o. ING RPFI Spain B.V. ING Sector Kantoren Management B.V. ING Sector Winkels Management B.V. ING Sector Woningen Management B.V. ING Securities (Eurasia) ZAO ING Seguros S.A. de C.V. ING Servicios, C.A.
34
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Servicos Ltda Ltd.a 100.00 Brazil ING Empreendimentos e 100.00 Participacaos Ltda. ING Shipping (Asia Ltd. 100.00 Singapore ING Bank N.V. 100.00 Pacific) PTE Ltd. ING Startersbank B.V. B.V. 100.00 Netherlands Westland Utrecht 100.00 Hypotheekbank N.V. ING Support Holding B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 ING Sviluppo Fiduciaria S.p.A. 100.00 Italy ING Sviluppo 100.00 SIM S.p.A Finanziaria S.p.A. ING Sviluppo Finanziaria S.p.A. 100.00 Italy ING Insurance 25.00 ING Continental 75.00 S.p.A. International B.V. Europe Holdings B.V. ING Sviluppo Investimenti S.p.A. 100.00 Italy ING Sviluppo 100.00 SIM S.P.A. Finanziaria S.p.A. ING Sviluppo SIM S.P.A. S.p.A. 100.00 Italy ING Bank N.V. 100.00 ING Taurus Holdings LLC LLC 80.00 United States of ING Furman Selz Asset 80.00 America Management LLC ING Trust (Antilles) N.V. N.V. 100.00 Netherlands Antilles ING Trust B.V. 100.00 ING Trust (Aruba) N.V. N.V. 100.00 Aruba ING Trust B.V. 100.00 ING Trust (B.V. I) Ltd. Ltd. 100.00 British Overseas ING Trust B.V. 100.00 Colonies ING Trust (Jersey) Ltd. Ltd. 100.00 United Kingdom Baring Trustees 100.00 (Guernsey) Limited ING Trust (Luxembourg) S.A. S.A. 100.00 Luxemburg ING Trust B.V. 100.00 ING Trust (Nederland) B.V. B.V. 100.00 Netherlands ING Trust B.V. 100.00 ING Trust (Suisse) AG AG 100.00 Switzerland ING Trust B.V. 100.00 ING Trust B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 ING TT&S (U.S.) Capital Corp. 100.00 United States of ING TT&S (U.S.) 100.00 Corp. America Holdings Corp. ING TT&S (U.S.) Holdings Corp. 100.00 United States of ING (U.S.) Financial 100.00 Corp. America Holdings Corporation ING TT&S (U.S.) Securities Corp. 100.00 United States of ING TT&S (U.S.) 100.00 inc. America Capital Corp. ING U.S. P&C Corporation Corp. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. ING UK Capital Limited Ltd. 100.00 United Kingdom Barsec (International) 100.00 Limited ING Valores (Venezuela) C.A. 100.00 Venezuela ING Bank N.V. 100.00 C.A. ING Variable Insurance 100.00 United States of * 100.00 Trust* America ING Vastgoed (Belgium) N.V. N.V. 100.00 Belgium BOZ B.V. 100.00 ING Vastgoed Arena B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. ING Vastgoed Asset B.V. 100.00 Netherlands ING Sector Kantoren 100.00 Management B.V. Management B.V. ING Vastgoed B B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Financiering N.V. ING Vastgoed B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. ING Vastgoed Beheer B.V. 100.00 Netherlands ING Vastgoed N.V. 100.00 Maatschappij I B.V. ING Vastgoed Belegging B.V. B.V. 100.00 Netherlands ING Vastgoed V B.V. 100.00 ING Vastgoed Broekpolder B.V. 100.00 Netherlands Vastgoed De Appelaar 100.00 B.V. Holding B.V. ING Vastgoed CiBoGa B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. ING Vastgoed Como I B.V. B.V. 100.00 Netherlands ING Vastgoed B B.V. 100.00 ING Vastgoed Financiering N.V. 100.00 Netherlands ING Vastgoed B B.V. 100.00 N.V. ING Vastgoed B.V. 100.00 Netherlands ING Vastgoed V B.V. 100.00 Fondsbelegging B.V. ING Vastgoed Fondsen B.V. B.V. 100.00 Netherlands ING Vastgoed B B.V. 100.00 ING Vastgoed Gateway Mall Inc. - Netherlands ING Vastgoed Holdings - Inc. Inc. ING Vastgoed Holdings Inc. Inc. - Netherlands ? - ING Vastgoed New Brittain Inc. - Netherlands ING Vastgoed Holdings - Inc. Inc. ING Vastgoed One B.V. B.V. - Netherlands ? - ING Vastgoed One Promocao S.A. - Netherlands ING Vastgoed One B.V. - Imobiliaria SA ING Vastgoed Ontwikkeling B.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. ING Vastgoed Paris B.V. B.V. - Netherlands ? - ING Vastgoed Project I B.V. B.V. - Netherlands ? - ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== ING Servicos Ltda ING Shipping (Asia Pacific) PTE Ltd. ING Startersbank B.V. ING Support Holding B.V. ING Sviluppo Fiduciaria SIM S.p.A ING Sviluppo Finanziaria S.p.A. ING Sviluppo Investimenti SIM S.P.A. ING Sviluppo SIM S.P.A. ING Taurus Holdings LLC ING Trust (Antilles) N.V. ING Trust (Aruba) N.V. ING Trust (B.V. I) Ltd. ING Trust (Jersey) Ltd. ING Trust (Luxembourg) S.A. ING Trust (Nederland) B.V. ING Trust (Suisse) AG ING Trust B.V. ING TT&S (U.S.) Capital Corp. ING TT&S (U.S.) Holdings Corp. ING TT&S (U.S.) Securities inc. ING U.S. P&C Corporation ING UK Capital Limited ING Valores (Venezuela) C.A. ING Variable Insurance Trust* ING Vastgoed (Belgium) N.V. ING Vastgoed Arena B.V. ING Vastgoed Asset Management B.V. ING Vastgoed B B.V. ING Vastgoed B.V. ING Vastgoed Beheer Maatschappij I B.V. ING Vastgoed Belegging B.V. ING Vastgoed Broekpolder B.V. ING Vastgoed CiBoGa B.V. ING Vastgoed Como I B.V. ING Vastgoed Financiering N.V. ING Vastgoed Fondsbelegging B.V. ING Vastgoed Fondsen B.V. ING Vastgoed Gateway Mall Inc. ING Vastgoed Holdings Inc. ING Vastgoed New Brittain Inc. ING Vastgoed One B.V. ING Vastgoed One Promocao Imobiliaria SA ING Vastgoed Ontwikkeling B.V. ING Vastgoed Paris B.V. ING Vastgoed Project I B.V.
35
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== ING Vastgoed Project II Inc. - Netherlands ING Vastgoed Holdings - Inc. Inc. ING Vastgoed Spuimarkt B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. ING Vastgoed St. Hubertus B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Watertorens II B.V. ING Vastgoed Sun B.V. B.V. - Netherlands ? - ING Vastgoed Sun Promocao S.A. - Netherlands ING Vastgoed Sun B.V. - Imobiliaria SA ING Vastgoed Supholland B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 B.V. N.V. ING Vastgoed V B.V. B.V. 100.00 Netherlands N.V. Nationale 100.00 Borg-Maatschappij ING Vastgoed Watertorens B.V. 100.00 Netherlands ING Vastgoed 100.00 II B.V. Ontwikkeling B.V. ING Vastgoed York B.V. B.V. - Netherlands ? - ING Verwaltung A.G. 100.00 Germany ING Bank N.V. 100.00 (Deutschland) GmbH A.G. ING Verzekeringen N.V. N.V. 100.00 Netherlands ING Groep N.V. 100.00 ING VGB Growing B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Supholland B.V. ING VGB Nederland B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Supholland B.V. ING VGB NOVAPROJECTA B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Supholland B.V. ING Winkels Beheer B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Maatschappij B.V. Management B.V. ING Winkels Bewaar B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 Maatschappij B.V. ING Winkels Management B.V. B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Management B.V. ING Woningen Beheer B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 Maatschappij B.V. Management B.V. ING Woningen Bewaar B.V. 100.00 Netherlands ING Vastgoed B.V. 100.00 Maatschappij B.V. ING Woningen Management B.V. 100.00 Netherlands ING Vastgoed Asset 100.00 B.V. Management B.V. INGB Dormant Holding Ltd. 100.00 United Kingdom ING Baring Securities 100.00 Company Limited Services Limited INGB Securities Ltd. 100.00 United Kingdom ING Baring Securities 100.00 (International) Holdings Holdings Limited Limited INGB Securities Client Ltd. 100.00 Caiman Islands ING Baring Holdings 100.00 Services Limited Limited Ingelton B.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 ING-North East Asia Bank ? 70.00 North Korea ING Bank N.V. 70.00 Ingress N.V. N.V. 100.00 Netherlands Antilles ING Trust B.V. 100.00 Ingvest III B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 INGVest IV - 99 B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 INGVest V B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 INIB N.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 Inmobiliaria Inmarangatu S.A. 15.00 Chile Inmobiliaria Padre 15.00 S.A. Mariano S.A. Inmobiliaria Padre Mariano S.A. 100.00 Chile Aetna Credito 99.00 Aetna S.A. 1.00 S.A. Hipotecario S.A. Inmolor sa S.A. 49.00 Spain MBO Camargo SA - Innovation & Developpement SPRL 5.19 Belgium Bank Brussel Lambert 5.19 en Brabant Wallon N.V. INSTEC Gesellschaft fur GmbH 24.08 Germany Industrie-Beteiligungs- 24.08 Instandhaltung von Gesellschaft mbH Gebauden und Industrieanlag Institucion Financiera N.V. 100.00 Uruguay ING Bank N.V. 100.00 Externa Middenbank Curacao N.V. (Uruguay) Insurance Brokers Hotline ? - Australia Mercantile Mutual - Pty Limited Insurance (Australia) Ltd. Insurance Network Services ? - Australia Mercantile Equities - Pty Limited Ltd. Insurancesmart Services Ltd. 100.00 Canada Equisure Insurance 100.00 Ltd. Services Ltd. Integrated Trade Services GmbH 97.09 Germany Berliner Handels- und 97.09 GmbH Frankfurter Bank A G Inter Credit B.V. B.V. 100.00 Netherlands NMB-Heller N.V. 100.00 InterAdvies N.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== ING Vastgoed Project II Inc. ING Vastgoed Spuimarkt B.V. ING Vastgoed St. Hubertus B.V. ING Vastgoed Sun B.V. ING Vastgoed Sun Promocao Imobiliaria SA ING Vastgoed Supholland B.V. ING Vastgoed V B.V. ING Vastgoed Watertorens II B.V. ING Vastgoed York B.V. ING Verwaltung (Deutschland) GmbH A.G. ING Verzekeringen N.V. ING VGB Growing B.V. ING VGB Nederland B.V. ING VGB NOVAPROJECTA B.V. ING Winkels Beheer Maatschappij B.V. ING Winkels Bewaar Maatschappij B.V. ING Winkels Management B.V. ING Woningen Beheer Maatschappij B.V. ING Woningen Bewaar Maatschappij B.V. ING Woningen Management B.V. INGB Dormant Holding Company Limited INGB Securities (International) Holdings Limited INGB Securities Client Services Limited Ingelton B.V. ING-North East Asia Bank Ingress N.V. Ingvest III B.V. INGVest IV - 99 B.V. INGVest V B.V. INIB N.V. Inmobiliaria Inmarangatu S.A. Inmobiliaria Padre Mariano S.A. Inmolor sa Innovation & Developpement en Brabant Wallon INSTEC Gesellschaft fur Instandhaltung von Gebauden und Industrieanlag Institucion Financiera Externa Middenbank Curacao N.V. (Uruguay) Insurance Brokers Hotline Pty Limited Insurance Network Services Pty Limited Insurancesmart Services Ltd. Integrated Trade Services GmbH Inter Credit B.V. InterAdvies N.V.
36
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Interbank On-line System Ltd. 12.50 United Kingdom ING Bank N.V. 12.50 Limited Interessengemeinschaft GmbH 10.30 Germany Berliner Handels- und 10.30 Frankfurter Frankfurter Bank A G Kreditinstitute GmbH Interfinances de l'Quest S.A. 5.00 France Banque Bruxelles 5.00 15, rue de Belleville Lambert France S.A. Intermediair Services N.V. N.V. 100.00 Belgium Nationale Omnium N.V. 100.00 International Aviation S.A. S.A. 99.99 Luxemburg Bank Brussel Lambert 99.99 N.V. International Credit S.A.S 100.00 France NMB-Heller Holding N.V. 100.00 Service S.A.S. International Driver B.V. 65.00 Netherlands CW Lease Nederland BV 65.00 Service B.V. International Factors S.A. S.A. 50.00 Belgium Bank Brussel Lambert 50.00 N.V. International Factors S.A. 49.90 Belgium International Factors 49.90 Services S.A. S.A. International Fund Ltd. 100.00 Ireland Guernsey International 100.00 Managers (Ireland) Ltd. Fund Managers Limited International Fund Ltd. 100.00 United Kingdom Baring Private Asset 100.00 Managers UK Ltd. Management Ltd. International Metal Ltd. 100.00 United Kingdom Arnold Limited 100.00 Trading Limited International Private Ltd. 70.00 United Kingdom BPEP Participations 70.00 Equity Services Limited Limited International Ltd. 100.00 Ireland International Fund 100.00 Securitisation Managers Managers (Ireland) Ltd. (Ireland) Ltd. Interpartes incasso B.V. B.V. 100.00 Netherlands Postbank N.V. 100.00 Interpay Nederland B.V. B.V. 29.85 Netherlands ING Bank N.V. 29.85 Interunion Bank (Antilles) N.V. 51.00 Netherlands Antilles ING Bank N.V. 51.00 N.V. Intervest B.V. B.V. 9.46 Netherlands Bank Mendes Gans N.V. 9.46 Intervest PPM B.V. B.V. 7.00 Netherlands Bank Mendes Gans N.V. 7.00 Inversiones Cali Limitada Ltda. 99.00 Chile Prosana S.A. 99.00 Inversiones Medellin Ltda. 99.00 Chile Prosana S.A. 99.00 Limitada Invesco Asianet Fund Plc. Plc. - Ireland Investec Global Investment Plc. - Ireland portfolio Plc. Investors Financial Group, Inc. 100.00 United States of ING Advisors Network, 100.00 Inc. America Inc. IsaNet S.A. S.A. 18.00 Belgium Bank Brussel Lambert 18.00 N.V. IsaServer S.A. S.A. 18.00 Belgium Bank Brussel Lambert 18.00 N.V. IsaSoftware S.A. S.A. 18.00 Belgium Bank Brussel Lambert 18.00 N.V. IT-Partners S.A. 10.62 Belgium Bank Brussel Lambert 10.62 N.V. J & A Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 J. VLASBLOM ASSURANTIEN B.V. 37.50 Netherlands B.V. Algemene 37.50 B.V. Beleggingsmaatschappij Reigerdaal J.B. van den Brink B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij B.V. J.H. Alta en Co. B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Holdinvest B.V. J.H. Moes Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 J.W.Th.M. Kohlen Beheer B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Jahnstrasze Gebaude B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Herverzekering Maatschappij N.V. Jansen en Zoon B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assuradeuren B.V. Jansen Groenendijk B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantiemakelaars B.V. Jarandilla B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Jemaas Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Jet N.V. Ltd. 100.00 Netherlands Antilles ING Trust B.V. 100.00 Jetta Vastgoed B.V. B.V. 100.00 Netherlands ? 100.00 Jomicapa B.V. B.V. 100.00 Netherlands Sutherland Beheer B.V. 100.00 Jongert Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Jooeun Investment Trust Ltd. 20.00 South Korea ING Insurance 20.00 Management Company Limited International B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Interbank On-line System Limited Interessengemeinschaft Frankfurter Kreditinstitute GmbH Interfinances de l'Quest 15, rue de Belleville Intermediair Services N.V. International Aviation S.A. International Credit Service S.A.S. International Driver Service B.V. International Factors S.A. International Factors Services S.A. International Fund Managers (Ireland) Ltd. International Fund Managers UK Ltd. International Metal Trading Limited International Private Equity Services Limited International Securitisation Managers (Ireland) Ltd. Interpartes incasso B.V. Interpay Nederland B.V. Interunion Bank (Antilles) N.V. Intervest B.V. Intervest PPM B.V. Inversiones Cali Limitada Inversiones Medellin Limitada Invesco Asianet Fund Plc. Investec Global Investment portfolio Plc. Investors Financial Group, Inc. IsaNet S.A. IsaServer S.A. IsaSoftware S.A. IT-Partners J & A Holding B.V. J. VLASBLOM ASSURANTIEN B.V. J.B. van den Brink Beleggingsmaatschappij B.V. J.H. Alta en Co. B.V. J.H. Moes Holding B.V. J.W.Th.M. Kohlen Beheer B.V. Jahnstrasze Gebaude B.V. Jansen en Zoon Assuradeuren B.V. Jansen Groenendijk Assurantiemakelaars B.V. Jarandilla B.V. Jemaas Beheer B.V. Jet N.V. Jetta Vastgoed B.V. Jomicapa B.V. Jongert Beheer B.V. Jooeun Investment Trust Management Company Limited
37
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== JUZA Onroerend Goed B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. K & M Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Kager Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Kalival S.A. S.A. 100.00 France Bank Brussel Lambert 100.00 N.V. Kalliope B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Kamadora Investments N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Kantoorgebouw Johan de B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Wittlaan B.V. Interfinance B.V. Kazarian Insurance Brokers Ltd. 100.00 Canada Equisure Insurance 100.00 Limited Services Ltd. Kema Financieel Adviseurs B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. Kempens Bedrijvencentrum N.V. 5.82 Belgium Sogerfin s.a. 5.82 N.V. Kenau B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Kervezee Schotte B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Adviesgroep B.V. Kijkgroep B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Kilduff Investments Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Kilse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Kleber Vastgoed B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Koolhaas Verzekeringen N.V. N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Schadeverzekering Maatschappij N.V. Korea Special Plc. - Ireland - Opportunities Fund Plc. Kort Ambacht Maatschappij B.V. 100.00 Netherlands Westland/Utrecht 100.00 tot exploitatie van Hypotheekbank N.V. onroerende goederen B.V. Koster Hodes Verzekeringen B.V. 100.00 Netherlands T. Koster Beheer B.V. 100.00 B.V. Krajowa Izba Rozliczeniowa S.A. 5.73 Poland Bank Slaski S.A. w 5.73 S.A. Katowicach Kubler & Niethammer AG 20.97 Germany Industrie-Beteiligungs- 20.97 Papierfabrik Kriebstein AG Gesellschaft mbH Kubler & Niethammer GmnH 18.93 Germany Industrie-Beteiligungs- 18.93 Papierfabrik Kriebstein Gesellschaft mbH Energieversorgung GmbH Kuiper B.V. - Netherlands ? - Verzekeringsmakelaar B.V. L. Beaton Insurance Inc. 100.00 Canada Equisure Insurance 100.00 Brokers Inc. Services Ltd. L. Herrebout Beleggingen B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. L.Martens Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 La Compagnie d'Assurances S.A. 97.00 Canada ING Canada Inc. 97.00 Belair La Gro's Assurantiekantoor B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. La Maison de le Entreprise S.A. 2.50 Belgium Bank Brussel Lambert 2.50 S.A. N.V. La Societe Civile S.A. 12.00 France Nationale-Nederlanden 12.00 Immobiliere PB 10 Intervest IV B.V. Laboratorio Bio Imagen Ltda. 99.00 Colombia Cruz Blanca EPS S.A. 99.00 Limitada Lagare (ING VastGoed) ? - Netherlands ? - Lagotis B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Langosta B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Larino B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Latourette B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Le Fort Life Limited Ltd. 100.00 Australia RetireInvest 100.00 Corporation Limited Le Groupe 3PCS inc. Inc. 100.00 Canada 3662578 Canada Inc.(7) 100.00 Le Groupe Commerce S.A. 100.00 Canada ING Canada P&C Inc. 100.00 Compagnie d'Assurances Leacroft Limited Ltd. 100.00 Hong Kong INGB Securities Client 100.00 Services Limited Leasing Principals Limited Ltd. 100.00 United Kingdom CW Lease UK Ltd 100.00 Leaver B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Ledanca B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== JUZA Onroerend Goed B.V. K & M Beheer B.V. Kager Poort B.V. Kalival S.A. Kalliope B.V. Kamadora Investments N.V. Kantoorgebouw Johan de Wittlaan B.V. Kazarian Insurance Brokers Limited Kema Financieel Adviseurs B.V. Kempens Bedrijvencentrum N.V. Kenau B.V. Kervezee Schotte Adviesgroep B.V. Kijkgroep B.V. Kilduff Investments Ltd. Kilse Poort B.V. Kleber Vastgoed B.V. Koolhaas Verzekeringen N.V. Korea Special Opportunities Fund Plc. Kort Ambacht Maatschappij tot exploitatie van onroerende goederen B.V. Koster Hodes Verzekeringen B.V. Krajowa Izba Rozliczeniowa S.A. Kubler & Niethammer Papierfabrik Kriebstein AG Kubler & Niethammer Papierfabrik Kriebstein Energieversorgung GmbH Kuiper Verzekeringsmakelaar B.V. L. Beaton Insurance Brokers Inc. L. Herrebout Beleggingen B.V. L.Martens Beheer B.V. La Compagnie d'Assurances Belair La Gro's Assurantiekantoor B.V. La Maison de le Entreprise S.A. La Societe Civile Immobiliere PB 10 Laboratorio Bio Imagen Limitada Lagare (ING VastGoed) Lagotis B.V. Langosta B.V. Larino B.V. Latourette B.V. Le Fort Life Limited Le Groupe 3PCS inc. Le Groupe Commerce Compagnie d'Assurances Leacroft Limited Leasing Principals Limited Leaver B.V. Ledanca B.V.
38
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Lekse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Leleque Pty Limited Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (Australia) Ltd. Leontina B.V. B.V. 100.00 Netherlands ING Groep N.V. 100.00 Lerac Investment S.A. S.A. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Lexington Funds Distributor Inc. 100.00 United States of ING Pilgrim Group, Inc. 100.00 America Lexington Global Asset LLC 100.00 United States of ING Pilgrim Group, Inc. 100.00 Managers LLC America Licorera B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Liecene B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Life Insurance Company of Inc. 100.00 United States of ING America Life 100.00 Georgia America Corporation Life of Georgia Agency, Inc. 100.00 United States of ING America Life 100.00 Inc. America Corporation Limburgse Waterpoort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Lindenburgh C.V. C.V. 1.00 Netherlands ? 1.00 Lingese Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Lion Connecticut Holdings, Inc. 100.00 United States of ING America Insurance 100.00 Inc. America Holdings, Inc. Lion Custom Investments LLC LLC 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. Lion II Custom Investments LLC 100.00 United States of ING America Insurance 100.00 LLC America Holdings, Inc. Liquiditats-Konsortialbank GmbH 0.01 Germany ING Verwaltung 0.01 GmbH (Deutschland) GmbH A.G. Liquidity Services Ltd. Ltd. 100.00 United Kingdom Sutherlands (Holdings) 100.00 Ltd. lmmo Property Tripolis A B.V. - Netherlands ? - B.V. Loca-BBL S.A. S.A. 100.00 France BBL International 100.00 (U.K.) Ltd. Locabel Immo S.A. S.A. 100.00 Belgium Locabel-Invest s.a. 100.00 Locabel S.A. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. Locabel-Auto S.A. S.A. 100.00 Belgium Locabel S.A. 100.00 Locabel-Invest S.A. S.A. 100.00 Belgium Locabel S.A. 100.00 Location 3 Ltd. Ltd. 100.00 Canada Sterling Developments 100.00 B.V. Locura Belegging B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Locust Street Securities, Inc. 100.00 United States of ING Advisors Network, 100.00 inc America Inc. Loeffplein Garage B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Holdinvest B.V. Lokmaipattana Co. Limited Ltd. 10.00 Thailand Barsec (International) 10.00 Limited Lomajoma Holdings B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Londam B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 London & Amsterdam Ltd. 50.00 Netherlands ING Real Estate 50.00 Development Ltd. Development International B.V. London & Amsterdam Ltd. 100.00 Netherlands ING Real Estate 100.00 Properties Ltd. Development International B.V. Longbow Fund Limited Ltd. - British Virgin ? - Islands Longwood Offshore Fund - Caymand Islands ? - British West Indies Lorkendreef Beheer N.V. N.V. 100.00 Netherlands ING Prena B.V. 100.00 Lotalota B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Louvreffel S.A. 100.00 France Bank Brussel Lambert 100.00 N.V. Lovento B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Lugtenburg Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Lupulo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Lustroso B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Luteola B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 M.A.F.G. Ltd. Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (Australia) Ltd. M.B. van der Vlerk B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 M.D.W. LLC. LLC 99.00 United States of Bank Brussel Lambert 99.00 America N.V. Maas Erasmus B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. ===================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ===================================================================================================================== Lekse Poort B.V. Leleque Pty Limited Leontina B.V. Lerac Investment S.A. Lexington Funds Distributor Lexington Global Asset Managers LLC Licorera B.V. Liecene B.V. Life Insurance Company of Georgia Life of Georgia Agency, Inc. Limburgse Waterpoort B.V. Lindenburgh C.V. Lingese Poort B.V. Lion Connecticut Holdings, Inc. Lion Custom Investments LLC Lion II Custom Investments LLC Liquiditats-Konsortialbank GmbH Liquidity Services Ltd. lmmo Property Tripolis A B.V. Loca-BBL S.A. Locabel Immo S.A. Locabel S.A. Locabel-Auto S.A. Locabel-Invest S.A. Location 3 Ltd. Locura Belegging B.V. Locust Street Securities, inc Loeffplein Garage B.V. Lokmaipattana Co. Limited Lomajoma Holdings B.V. Londam B.V. London & Amsterdam Development Ltd. London & Amsterdam Properties Ltd. Longbow Fund Limited Longwood Offshore Fund Lorkendreef Beheer N.V. Lotalota B.V. Louvreffel Lovento B.V. Lugtenburg Assurantien B.V. Lupulo B.V. Lustroso B.V. Luteola B.V. M.A.F.G. Ltd. M.B. van der Vlerk B.V. M.D.W. LLC. Maas Erasmus B.V.
39
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Maas Erasmus B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Maatschappij B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Stadhouderslaan B.V. Holdinvest B.V. Maatschappij tot B.V. 100.00 Netherlands Postbank 100.00 Exploitatie van Onroerende Schadeverzekering N.V. Goederen "GeversDeynootplein" B.V. Maatschappij tot B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Exploitatie van Onroerende Interfinance B.V. Goederen "GrandHotel" B.V. Maatschappij tot B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Exploitatie van Onroerende Interfinance B.V. Goederen"Kurhaus" B.V. Maatschappij tot B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Exploitatie van Onroerende Interfinance B.V. Goederen"Palace" B.V. Macdonald Chisholm Ltd. 100.00 Canada Macdonald Chisholm 100.00 Holdings Limited Incorporated Macdonald Chisholm Inc. 100.00 Canada Equisure Financial 100.00 Incorporated Network, Inc. MacLeod Fepco Insurance Ltd. 100.00 Canada Equisure Insurance 100.00 Brokers Ltd. Services Ltd. Maculata B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Madival S.A. S.A. 100.00 France Kalival S.A. 100.00 Madrigal B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Maison de la Radio Flagey S.A. 5.00 Belgium Bank Brussel Lambert 5.00 N.V. Maketravel Limited Ltd. 100.00 United Kingdom ING Baring Securities 100.00 Services Limited Management Services ING B.V. 100.00 Netherlands ING Trust (Nederland) 100.00 Bank B.V. B.V. Mandema en Partners Beheer B.V. 2.86 Netherlands B.V. Algemene 2.86 B.V. Beleggingsmaatschappij Reigerdaal Mariahove C.V. C.V. 1.00 Netherlands ? 1.00 Marienburg V.O.F. V.O.F. 49.45 Netherlands ? 49.45 Mark Twin Associates ? - Netherlands ? - Market Systems Research Inc. 100.00 United States of ING Pilgrim Group, Inc. 100.00 Advisors, Inc. America Market Systems Research, Inc. 100.00 United States of Market Systems 100.00 Inc. America Research Adviser, Inc. Markse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Marktpassage Helmstedt GbR 67.96 Germany Berliner Handels- und 67.96 GmbH & Co.KG Frankfurter Bank A G Marqes 10 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marqes 11 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marqes 5 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marqes 6 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marqes 7 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marqes 8 B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Marqes 8 B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Marvest C.V. C.V. - Netherlands ? - Math. Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Matthew Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 MAWOG Madeburger GmbH 19.42 Germany BHF Immobilien-GmbH 19.42 Wohnungdbauges. mbH Mazairac Belegging B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 MBO Brinkstraat B.V. B.V. 100.00 Netherlands MBO Brinkstraat 100.00 Holding B.V. MBO Brinkstraat Grond B.V. B.V. 100.00 Netherlands MBO Brinkstraat 100.00 Holding B.V. MBO Brinkstraat Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. MBO Brova C.V. C.V. 1.00 Netherlands ? 1.00 MBO Camargo SA S.A. 100.00 Spain ING Real Estate 100.00 Development International B.V. MBO Catharijnesingel B.V. B.V. 100.00 Netherlands MBO Catharijnesingel 100.00 Holding B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Maas Erasmus B.V. Maatschappij Stadhouderslaan B.V. Maatschappij tot Exploitatie van Onroerende Goederen "GeversDeynootplein" B.V. Maatschappij tot Exploitatie van Onroerende Goederen "GrandHotel" B.V. Maatschappij tot Exploitatie van Onroerende Goederen"Kurhaus" B.V. Maatschappij tot Exploitatie van Onroerende Goederen"Palace" B.V. Macdonald Chisholm Holdings Limited Macdonald Chisholm Incorporated MacLeod Fepco Insurance Brokers Ltd. Maculata B.V. Madival S.A. Madrigal B.V. Maison de la Radio Flagey Maketravel Limited Management Services ING Bank B.V. Mandema en Partners Beheer B.V. Mariahove C.V. Marienburg V.O.F. Mark Twin Associates Market Systems Research Advisors, Inc. Market Systems Research, Inc. Markse Poort B.V. Marktpassage Helmstedt GmbH & Co.KG Marqes 10 B.V. Marqes 11 B.V. Marqes 5 B.V. Marqes 6 B.V. Marqes 7 B.V. Marqes 8 B.V. Marqes 8 B.V. Marvest C.V. Math. Holding B.V. Matthew Holding B.V. MAWOG Madeburger Wohnungdbauges. mbH Mazairac Belegging B.V. MBO Brinkstraat B.V. MBO Brinkstraat Grond B.V. MBO Brinkstraat Holding B.V. MBO Brova C.V. MBO Camargo SA MBO Catharijnesingel B.V.
40
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== MBO Catharijnesingel Grond B.V. 100.00 Netherlands MBO Catharijnesingel 100.00 B.V. Holding B.V. MBO Catharijnesingel B.V. 100.00 Netherlands ING Vastgoed 100.00 Holding B.V. Ontwikkeling B.V. MBO De Hamershof II B.V. B.V. 100.00 Netherlands Technisch Bureau 100.00 Nijhof B.V. MBO De Hamershof II Grond B.V. 100.00 Netherlands MBO De Hamershof II 100.00 B.V. Holding B.V. MBO De Hamershof II B.V. 100.00 Netherlands ING Vastgoed 100.00 Holding B.V. Ontwikkeling B.V. MBO Dommelstaete Holding B.V. 100.00 Netherlands Vastgoed Visarenddreef 100.00 B.V. Holding B.V. MBO Emmasingel B.V. B.V. 100.00 Netherlands MBO Emmasingel Holding 100.00 B.V. MBO Emmasingel Grond B.V. B.V. 100.00 Netherlands MBO Emmasingel Holding 100.00 B.V. MBO Emmasingel Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Guyotplein B.V. B.V. 100.00 Netherlands MBO Guyotplein Holding 100.00 B.V. MBO Guyotplein Grond B.V. B.V. 100.00 Netherlands MBO Guyotplein Holding 100.00 B.V. MBO Guyotplein Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Kousteensedijk B.V. B.V. 100.00 Netherlands MBO Kousteensedijk 100.00 Holding B.V. MBO Kousteensedijk Grond B.V. 100.00 Netherlands MBO Kousteensedijk 100.00 B.V. Holding B.V. MBO Kousteensedijk Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. MBO Kruseman Van Eltenweg B.V. 100.00 Netherlands MBO Kruseman van 100.00 B.V. Eltenweg Holding B.V. MBO Kruseman Van Eltenweg B.V. 100.00 Netherlands MBO Kruseman van 100.00 Grond B.V. Eltenweg Holding B.V. MBO Kruseman Van Eltenweg B.V. 100.00 Netherlands ING Vastgoed 100.00 Holding B.V. Ontwikkeling B.V. MBO LaFarga S.A. S.A. 100.00 Spain ING Real Estate 100.00 International Development B.V. MBO Marienburg B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Morisson Ltd. Ltd. 50.00 United Kingdom ING Real Estate 50.00 International Development B.V. MBO North America Finance B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. MBO Oranjerie B.V. B.V. 100.00 Netherlands MBO Oranjerie Holding 100.00 B.V. MBO Oranjerie Grond B.V. B.V. 100.00 Netherlands MBO Oranjerie Holding 100.00 B.V. MBO Oranjerie Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Pleintoren B.V. B.V. 100.00 Netherlands MBO Pleintoren Holding 100.00 B.V. MBO Pleintoren Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Riho C.V. C.V. - Netherlands ? - MBO Ruijters B.V. B.V. 100.00 Netherlands Drs Ruijters Vastgoed 100.00 B.V. MBO Stadspoort B.V. B.V. 100.00 Netherlands MBO Stadspoort Holding 100.00 B.V. MBO Stadspoort Grond B.V. B.V. 100.00 Netherlands MBO Stadspoort Holding 100.00 B.V. MBO Stadspoort Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Vastgoed Lease B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Via Catarina B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Walburg B.V. B.V. 100.00 Netherlands MBO Walburg Holding 100.00 B.V. MBO Walburg Grond B.V. B.V. 100.00 Netherlands MBO Walburg Holding 100.00 B.V. MBO Walburg Holding B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. MBO Willem II Singel B.V. B.V. 100.00 Netherlands MBO Willem II Singel 100.00 Holding B.V. MBO Willem II Singel Grond B.V. 100.00 Netherlands MBO Willem II Singel 100.00 B.V. Holding B.V. MBO Willem II Singel B.V. 100.00 Netherlands ING Vastgoed 100.00 Holding B.V. Ontwikkeling B.V. MBO Zuidplein II B.V. B.V. 100.00 Netherlands MBO Zuidplein II 100.00 Holding B.V. MBO Zuidplein II Grond B.V. B.V. 100.00 Netherlands MBO Zuidplein II 100.00 Holding B.V. MBO Zuidplein II Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. MC-BBL Eastern European Ltd. 50.66 Luxemburg Bank Brussel Lambert 50.66 (Holdings) N.V. MC-BBL Securities Ltd. Ltd. 100.00 United Kingdom Bank Brussel Lambert 100.00 N.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== MBO Catharijnesingel Grond B.V. MBO Catharijnesingel Holding B.V. MBO De Hamershof II B.V. MBO De Hamershof II Grond B.V. MBO De Hamershof II Holding B.V. MBO Dommelstaete Holding B.V. MBO Emmasingel B.V. MBO Emmasingel Grond B.V. MBO Emmasingel Holding B.V. MBO Guyotplein B.V. MBO Guyotplein Grond B.V. MBO Guyotplein Holding B.V. MBO Kousteensedijk B.V. MBO Kousteensedijk Grond B.V. MBO Kousteensedijk Holding B.V. MBO Kruseman Van Eltenweg B.V. MBO Kruseman Van Eltenweg Grond B.V. MBO Kruseman Van Eltenweg Holding B.V. MBO LaFarga S.A. MBO Marienburg B.V. MBO Morisson Ltd. MBO North America Finance B.V. MBO Oranjerie B.V. MBO Oranjerie Grond B.V. MBO Oranjerie Holding B.V. MBO Pleintoren B.V. MBO Pleintoren Holding B.V. MBO Riho C.V. MBO Ruijters B.V. MBO Stadspoort B.V. MBO Stadspoort Grond B.V. MBO Stadspoort Holding B.V. MBO Vastgoed Lease B.V. MBO Via Catarina B.V. MBO Walburg B.V. MBO Walburg Grond B.V. MBO Walburg Holding B.V. MBO Willem II Singel B.V. MBO Willem II Singel Grond B.V. MBO Willem II Singel Holding B.V. MBO Zuidplein II B.V. MBO Zuidplein II Grond B.V. MBO Zuidplein II Holding B.V. MC-BBL Eastern European (Holdings) MC-BBL Securities Ltd.
41
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Medallion Insurance Ltd. 100.00 Canada Equisure Financial 100.00 (Edmonton) Ltd. Network, Inc. Medicine Hat Insurance Inc. Inc. 100.00 Canada Equisure Financial 100.00 Network, Inc. Melifluo B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Mercantile Equities Ltd. Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (Australia) Ltd. Mercantile Mutual Ltd. 100.00 Australia The Mercantile Mutual 100.00 Administration Services Life Insurance Co. Ltd. Pty Limited Mercantile Mutual Ltd. 100.00 Australia The Mercantile Mutual 100.00 Custodians Pty Ltd. Life Insurance Co. Ltd. Mercantile Mutual Employee Ltd. 100.00 Australia The Mercantile Mutual 100.00 Benefits Ltd. Life Insurance Co. Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Financial Services Ltd. Holdings Ltd. Mercantile Mutual Funds Ltd. 100.00 Australia Mercantile Mutual 100.00 Management Ltd. Holdings Ltd. Mercantile Mutual Health Ltd. 100.00 Australia Mercantile Mutual 100.00 Ltd. Holdings Ltd. Mercantile Mutual Holdings Ltd. 100.00 Australia ING Australia Ltd. 100.00 Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (Australia) Ltd. Holdings Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (N.S.W. Workers Insurance (Workers Compensation) Ltd. Compensation) Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (SA Workers Insurance (Workers Compensation) Ltd. Compensation) Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance (Workers Holdings Ltd. Compensation) Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance Equities Insurance (Australia) Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Investment Management Ltd. Holdings Ltd. Mercantile Mutual Ltd. 100.00 Australia Mercantile Mutual 100.00 Investment Planning Limited Funds Management Ltd. Mercantile Mutual Staff Ltd. 100.00 Australia Mercantile Mutual 100.00 Retirement Fund Pty Limited Holdings Ltd. Mercantile Mutual Worksure Ltd. 100.00 Australia Mercantile Mutual 100.00 Limited Insurance (Workers Compensation) Ltd. Mercurius Beheer B.V. B.V. 100.00 Netherlands BV Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. METRO Capital B.V. BV 12.91 Netherlands Berliner Handels- und 12.91 Frankfurter Bank A G Mia Ofice Americas, inc. Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. Middenbank Curacao N.V. N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 Midwestern United Life Inc. 100.00 United States of Security Life of 100.00 Insurance Company America Denver Insurance Company Mijcene B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Minnaar Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Miopia B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 MKB Advies Deelnemingen N.V. 100.00 Netherlands ING Bank N.V. 100.00 B.V. MKB Adviseurs B.V. B.V. 100.00 Netherlands MKB Advies 100.00 Deelnemingen B.V. MKB Beleggingen B.V. B.V. 100.00 Netherlands ING Bank Corporate 100.00 Investments B.V. MKB Card B.V. B.V. 50.00 Netherlands ING Bank N.V. 50.00 MKB Investments B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 MKB Punt B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 MKB Vliehors II B.V. B.V. 100.00 Netherlands ING Bank Corporate 100.00 Investments B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Medallion Insurance (Edmonton) Ltd. Medicine Hat Insurance Inc. Melifluo B.V. Mercantile Equities Ltd. Mercantile Mutual Administration Services Pty Limited Mercantile Mutual Custodians Pty Ltd. Mercantile Mutual Employee Benefits Ltd. Mercantile Mutual Financial Services Ltd. Mercantile Mutual Funds Management Ltd. Mercantile Mutual Health Ltd. Mercantile Mutual Holdings Ltd. Mercantile Mutual Insurance (Australia) Ltd. Mercantile Mutual Insurance (N.S.W. Workers Compensation) Ltd. Mercantile Mutual Insurance (SA Workers Compensation) Ltd. Mercantile Mutual Insurance (Workers Compensation) Ltd. Mercantile Mutual Insurance Equities Mercantile Mutual Investment Management Ltd. Mercantile Mutual Investment Planning Limited Mercantile Mutual Staff Retirement Fund Pty Limited Mercantile Mutual Worksure Limited Mercurius Beheer B.V. METRO Capital B.V. Mia Ofice Americas, inc. Middenbank Curacao N.V. Midwestern United Life Insurance Company Mijcene B.V. Minnaar Holding B.V. Miopia B.V. MKB Advies Deelnemingen B.V. MKB Adviseurs B.V. MKB Beleggingen B.V. MKB Card B.V. MKB Investments B.V. MKB Punt B.V. MKB Vliehors II B.V.
42
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== MKB Vliehors III B.V. B.V. 100.00 Netherlands ING Bank Corporate 100.00 Investments B.V. MKL Rentals Limited Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 MML Properties Pty. Ltd. Ltd. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. Molenweide B.V. B.V. 71.02 Netherlands ING Prena B.V. 71.02 Moneyramp.com Ltd. Ltd. 100.00 Canada Equisure Financial 100.00 Network, Inc. Monna N.V. Ltd. 100.00 Netherlands Antilles ING Trust (Antilles) NV 100.00 Morche B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Morgex Insurance Group Ltd. Ltd. 100.00 Canada Medallion Insurance 99.00 Equisure Financial 0.33 (Edmonton) Ltd. Network, Inc. Mountbatten Limited Ltd. 100.00 Hong Kong INGB Securities Client 100.00 Services Limited Movir N.V. N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Nederland B.V. Mucc N.V. N.V. 33.33 Belgium BBL Hold S.A. 33.33 Muggenburg Beheer B.V. B.V. - Netherlands ? - Muggenburg Beheer C.V. C.V. 50.00 Netherlands Muggenburg Beheer B.V. 50.00 Muguet B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Muidergracht Onroerend B.V. 100.00 Netherlands Hypothecair Belang 100.00 Goed B.V. Gaasperdam I N.V. Mularis N.V. N.V. 100.00 Netherlands ING Prena B.V. 100.00 Mullens Nominees Pty Ltd. Ltd. 100.00 Australia BBL Nominees Ltd 100.00 (MNPL) Muller Bouwparticipatie B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. MultiAccess B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Multicover B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Multi-Financial Group, Inc Inc. 100.00 United States of ING Advisors Network, 100.00 America Inc. Multi-Financial Securities Inc. 100.00 United States of Multi-Financial Group 100.00 Corporation America Inc. Multi-Financial Securities Inc. 100.00 United States of Multi-Financial 100.00 Corporation of America Securities Corporation Massachusetts, Inc. Multi-Financial Securities Inc. 100.00 United States of Multi-Financial 100.00 Corporation of Ohio, Inc. America Securities Corporation Multi-Financial Securities Inc. 100.00 United States of Multi-Financial 100.00 Corporation of Texas, Inc. America Securities Corporation Multi-Funds Advisory S.A. S.A. 0.03 Luxemburg ING Bank Luxembourg 0.03 S.A. Mustang B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Muteka B.V. B.V. 100.00 Netherlands NMB-Heller Holding N.V. 100.00 N&M Holding N.V. N.V. 100.00 Netherlands Antilles ING Bank Corporate 100.00 Investments B.V. N.N. US Realty Corp. Corp. 100.00 United States of Nationale-Nederlanden 100.00 America Intertrust B.V. N.V. Arnhemsche N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Hypotheekbank voor Hypotheekbank N.V. Nederland N.V. Arubaanse N.V. 100.00 Aruba Nationale-Nederlanden 100.00 Verzekeringsagenturen Schadeverzekering Maatschappij N.V. N.V. Belegging- en N.V. 100.00 Netherlands N.V. Nationale 100.00 beheermaatschappij Borg-Maatschappij "Keizersgracht" N.V. Haagsche N.V. 100.00 Netherlands Nationale Nederlanden 100.00 Herverzekering-Maatschappij Interfinance B.V. van 1836 N.V. Instituut voor N.V. 100.00 Netherlands CenE Bankiers N.V. 100.00 Ziekenhuisfinanciering N.V. Nationale N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Borg-Maatschappij Nederland B.V. N.V. Nationale Volksbank N.V. 100.00 Netherlands InterAdvies N.V. 100.00 N.V. Square Montgomery N.V. 95.00 Belgium Belart S.A. 95.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== MKB Vliehors III B.V. MKL Rentals Limited MML Properties Pty. Ltd. Molenweide B.V. Moneyramp.com Ltd. Monna N.V. Morche B.V. Morgex Insurance Group Ltd. Healey Insurance 0.33 T.L.C. Investments 0.33 Consultants Ltd. Inc. Mountbatten Limited Movir N.V. Mucc N.V. Muggenburg Beheer B.V. Muggenburg Beheer C.V. Muguet B.V. Muidergracht Onroerend Goed B.V. Mularis N.V. Mullens Nominees Pty Ltd. (MNPL) Muller Bouwparticipatie B.V. MultiAccess B.V. Multicover B.V. Multi-Financial Group, Inc Multi-Financial Securities Corporation Multi-Financial Securities Corporation of Massachusetts, Inc. Multi-Financial Securities Corporation of Ohio, Inc. Multi-Financial Securities Corporation of Texas, Inc. Multi-Funds Advisory S.A. Mustang B.V. Muteka B.V. N&M Holding N.V. N.N. US Realty Corp. N.V. Arnhemsche Hypotheekbank voor Nederland N.V. Arubaanse Verzekeringsagenturen N.V. Belegging- en beheermaatschappij "Keizersgracht" N.V. Haagsche Herverzekering-Maatschappij van 1836 N.V. Instituut voor Ziekenhuisfinanciering N.V. Nationale Borg-Maatschappij N.V. Nationale Volksbank N.V. Square Montgomery
43
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== N.V. Surinaamse N.V. 100.00 Surinam Nationale-Nederlanden 100.00 Verzekeringsagenturen Schadeverzekering Maatschappij N.V. N.V. Zeker Vast Gaasperdam N.V. 100.00 Netherlands Hypothecair Belang 100.00 Gaasperdam I N.V. Nagata Pty Limited Ltd. 100.00 Australia Mercantile Mutual 100.00 Funds Management Ltd. National Alliance for Inc. 100.00 United States of IFG Advisory, Inc. 100.00 Independent Portfolio America Managers, Inc. Nationale Hypotheekbank N.V. 100.00 Netherlands Utrechtse 100.00 N.V. Hypotheekbank N.V. Nationale Omnium N.V. N.V. 100.00 Belgium De Vaderlandsche N.V. 100.00 Nationale-Nederlanden (UK) Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 Ltd. Overseas Finance and Investment Company Nationale-Nederlanden S.A. 0.03 Luxemburg ING Bank (Luxembourg) 0.03 Advisory S.A. S.A. Nationale-Nederlanden S.A. 100.00 Spain ING Continental Europe 100.00 Agencia de Valores S.A. Holdings B.V. Nationale-Nederlanden N.V. 100.00 Netherlands Nationale Nederlanden 100.00 Beleggingsrekening N.V. Interfinance B.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Vastgoed N.V. 100.00 Bouwfonds 1975 B.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Vastgoed N.V. 100.00 Bouwfonds 1976 B.V. Nationale-Nederlanden CSFR S.R.O. 100.00 Czech Republic Nationale-Nederlanden 100.00 Intervest s.r.o. Intervest IX B.V. Nationale-Nederlanden CSFR V.O.S. 100.00 Czech Republic Nationale Nederlanden 100.00 Real Estate v.o.s. Interfinance B.V. Nationale-Nederlanden N.V. 100.00 Netherlands Antilles Nationale-Nederlanden 100.00 Finance Corporation Holdinvest B.V. (Curacao) N.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Bank N.V. 100.00 Financiele Diensten B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Financiering Maatschappij Holdinvest B.V. B.V. Nationale-Nederlanden N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Herverzekering Internationale Maatschappij N.V. Schadeverzekering N.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Holdinvest B.V. Interfinance B.V. Nationale-Nederlanden Kft. 100.00 Hungary Nationale-Nederlanden 100.00 Hungary Real Estate Kft. Intervest XI B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Hypotheekbank N.V. Holdinvest B.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Verzekeringen N.V. 100.00 Interfinance B.V. Nationale-Nederlanden N.V. 100.00 Netherlands N.V. Arubaanse 100.00 Internationale Verzekeringsagenturen Schadeverzekering N.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Insurance 100.00 Intertrust B.V. International B.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Vastgoed N.V. 100.00 Intervest 52 B.V. Nationale-Nederlanden B.V. 100.00 Netherlands ING Insurance 100.00 Intervest II B.V. International B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Intervest IV B.V. Holdinvest B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Intervest IX B.V. Interfinance B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Intervest V B.V. Holdinvest B.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Intervest XI B.V. Interfinance B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== N.V. Surinaamse Verzekeringsagenturen N.V. Zeker Vast Gaasperdam Nagata Pty Limited National Alliance for Independent Portfolio Managers, Inc. Nationale Hypotheekbank N.V. Nationale Omnium N.V. Nationale-Nederlanden (UK) Ltd. Nationale-Nederlanden Advisory S.A. Nationale-Nederlanden Agencia de Valores S.A. Nationale-Nederlanden Beleggingsrekening N.V. Nationale-Nederlanden Bouwfonds 1975 B.V. Nationale-Nederlanden Bouwfonds 1976 B.V. Nationale-Nederlanden CSFR Intervest s.r.o. Nationale-Nederlanden CSFR Real Estate v.o.s. Nationale-Nederlanden Finance Corporation (Curacao) N.V. Nationale-Nederlanden Financiele Diensten B.V. Nationale-Nederlanden Financiering Maatschappij B.V. Nationale-Nederlanden Herverzekering Maatschappij N.V. Nationale-Nederlanden Holdinvest B.V. Nationale-Nederlanden Hungary Real Estate Kft. Nationale-Nederlanden Hypotheekbank N.V. Nationale-Nederlanden Interfinance B.V. Nationale-Nederlanden Internationale Schadeverzekering N.V. Nationale-Nederlanden Intertrust B.V. Nationale-Nederlanden Intervest 52 B.V. Nationale-Nederlanden Intervest II B.V. Nationale-Nederlanden Intervest IV B.V. Nationale-Nederlanden Intervest IX B.V. Nationale-Nederlanden Intervest V B.V. Nationale-Nederlanden Intervest XI B.V.
44
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Nationale-Nederlanden B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Intervest XII B.V. Interfinance B.V. Nationale-Nederlanden N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Levensverzekering Nederland B.V. Maatschappij N.V. Nationale-Nederlanden Rt 100.00 Hungary ING Continental Europe 100.00 Magyarorszagi Biztosito Rt Holdings B.V. Nationale-Nederlanden Ltd. 100.00 Hungary Grabenstrasse Staete 100.00 Mutual Funds Servicing & B.V. Consulting Ltd. Nationale-Nederlanden B.V. 100.00 Netherlands ING Verzekeringen N.V. 100.00 Nederland B.V. Nationale-Nederlanden Ltd. 100.00 United Kingdom ING Insurance 100.00 Overseas Finance and International B.V. Investment Company Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Pensioen Diensten B.V. Nederland B.V. Nationale-Nederlanden A.S. 100.00 Slovakia ING Continental Europe 100.00 Poist'ovna A.S. Holdings B.V. Nationale-Nederlanden S.A. 100.00 Poland ING Continental Europe 100.00 Polska S.A. Holdings B.V. Nationale-Nederlanden Real Ltd. - United Kingdom ? - Estate Limited Nationale-Nederlanden S.A. 100.00 Rumania Grabenstrasse Staete 100.00 Romania Asigurari de Viati B.V. S.A. Nationale-Nederlanden N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Schadeverzekering Nederland B.V. Maatschappij N.V. Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Vermogensbeheer B.V. Holdinvest B.V. Nationale-Nederlanden N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Zorgverzekering N.V. Nederland B.V. Nationale-Nederlanden/ImmobiliS.A. 100.00 France BOZ B.V. 100.00 S.A.R.L. NCM Holding N.V. N.V. 5.00 Netherlands ING Bank N.V. 5.00 Nederlandse N.V. 9.02 Netherlands ING Bank N.V. 9.02 Financieringsmaatschappij voor Ontwikkelingslanden N.V. Nedermex Limited N.V. N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 NESBIC B.V B.V. - Netherlands ? - NeSBIC-Nationale-Nederlanden B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 B.V. Holdinvest B.V. NesBic-Postbank B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Kievietsdaal Netherlands Caribbean Bank N.V. 51.00 Cuba Okalia N.V. 51.00 N.V. Netherlands Life Insurance Ltd. 100.00 South Korea ING Insurance 100.00 Company Ltd International B.V. New Flag Euro High Yield Plc. - Ireland - Plc. New Immo-Schuman s.a. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. Newco Mexico (SCA) S.C.A. 49.00 Mexico ING Insurance 49.00 International B.V. Newco-One Corporation Corp. 5.00 United States of ING Lease (Nederland) 5.00 America B.V. NG Vastgoed Silver Forum B.V. 100.00 Netherlands MBO Walburg Holding 100.00 B.V. B.V. NIDDA Grundstucks-und GmbH 97.09 Germany Berliner Handels- und 97.09 Beteiligungs-GmbH Frankfurter Bank A G Nieuwenhuis en Soer B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantien B.V. Nigra Verwaltung GmbH & KG 26.44 Germany Deutsche 26.44 Co., 11. Vermietungs KG Hypothekenbank (Actien-Gesellschaft) Nigra Verwaltung GmbH & KG 26.44 Germany Deutsche 26.44 Co., Objekt Dresden Hypothekenbank Heidenau KG (Actien-Gesellschaft) Nitido B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Kievietsdaal ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Nationale-Nederlanden Intervest XII B.V. Nationale-Nederlanden Levensverzekering Maatschappij N.V. Nationale-Nederlanden Magyarorszagi Biztosito Rt Nationale-Nederlanden Mutual Funds Servicing & Consulting Ltd. Nationale-Nederlanden Nederland B.V. Nationale-Nederlanden Overseas Finance and Investment Company Nationale-Nederlanden Pensioen Diensten B.V. Nationale-Nederlanden Poist'ovna A.S. Nationale-Nederlanden Polska S.A. Nationale-Nederlanden Real Estate Limited Nationale-Nederlanden Romania Asigurari de Viati S.A. Nationale-Nederlanden Schadeverzekering Maatschappij N.V. Nationale-Nederlanden Vermogensbeheer B.V. Nationale-Nederlanden Zorgverzekering N.V. Nationale-Nederlanden/ Immobili S.A.R.L. NCM Holding N.V. Nederlandse Financieringsmaatschappij voor Ontwikkelingslanden N.V. Nedermex Limited N.V. NESBIC B.V NeSBIC-Nationale-Nederlanden B.V. NesBic-Postbank B.V. Netherlands Caribbean Bank N.V. Netherlands Life Insurance Company Ltd New Flag Euro High Yield Plc. New Immo-Schuman s.a. Newco Mexico (SCA) Newco-One Corporation NG Vastgoed Silver Forum B.V. NIDDA Grundstucks-und Beteiligungs-GmbH Nieuwenhuis en Soer Assurantien B.V. Nigra Verwaltung GmbH & Co., 11. Vermietungs KG Nigra Verwaltung GmbH & Co., Objekt Dresden Heidenau KG Nitido B.V.
45
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Nivo Investments B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. NMB Equity Participations N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 N.V. NMB-Heller Holding N.V. N.V. 50.00 Netherlands ING Bank N.V. 50.00 NMB-Heller Ltd. Ltd. 100.00 United Kingdom NMB-Heller Holding N.V. 100.00 NMB-Heller N.V. N.V. 100.00 Netherlands NMB-Heller Holding N.V. 100.00 NMB-Heller GmbH 100.00 Germany NMB-Heller N.V. 100.00 Zweigniederlassung Neuss NN (UK General) Ltd. Ltd. 100.00 United Kingdom Nationale-Nederlanden 100.00 (UK) Ltd. NN Capital Management ? 100.00 Canada NN Life Insurance 100.00 Company of Canada NN Funds Limited Ltd. 100.00 Canada NN Life Insurance 100.00 Company of Canada NN Life Insurance Company ? 100.00 Canada ING Canada Inc. 100.00 of Canada NN Maple Leaf Ltd. Ltd. 100.00 Canada ING Insurance 100.00 International B.V. NN Mutual Fund Management Corp. 95.00 Greece The Netherlands 95.00 Co. Insurance Company NNA Limited Ltd. 100.00 Australia ING Australia Ltd. 100.00 NOBIS Societe des Banques S.A. 26.21 Luxemburg Berliner Handels- und 26.21 Privees Frankfurter Bank A G Nofegol Beheer B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Noord Lease B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 Noordster v.o.f. V.O.F. 50.00 Netherlands Assurantiebedrijf ING 50.00 Bank N.V. Noordwester Hypotheken N.V. N.V. 100.00 Netherlands Amfas Explotatie 100.00 Maatschappij B.V. Norlic, Inc. Inc. 100.00 United States of Northern Life 100.00 America Insurance Company North Bay Mortgages.ca Ltd. 100.00 Canada Equisure Financial 100.00 Services Ltd. Network, Inc. North Star Insurance Ltd. 100.00 Canada Equisure Insurance 100.00 Services Ltd. Services Ltd. Northeastern Corporation Corp. 100.00 United States of IB Holdings LLC 100.00 America Northern Group Insurance Ltd. 100.00 Canada Equisure Insurance 100.00 Managers Ltd. Services Ltd. Northern Life Insurance Inc. 100.00 United States of ReliaStar Life 100.00 Company America Insurance Company Novasalud Peru S.A. S.A. 50.00 Peru Wiese Aetna Compania 50.00 (Entidad Ptrestadora de de Seguros S.A. Salud) NWNL Benefits Corporation Corp. 100.00 United States of ReliaStar Life 100.00 America Insurance Company OB Heller AS A.S. 50.00 Czech Republic NMB-Heller Holding N.V. 50.00 OCB Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Oceanic Underwriters Ltd. 100.00 Canada ? Limited Office KG 85.67 Germany BHF Immobilien-GmbH 85.67 Grundstucksverwaltungsgesellschaft mbH & Co. Diesterwegstrasse Okalia N.V. N.V. 100.00 Netherlands Antilles ING Bank N.V. 100.00 Olivacea B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 OMG Panorama s.r.o GmbH 24.27 Czech Republic BHF Finance 24.27 (Nederlands) B.V. Onderlinge Zeeuwse O.W.M. - Netherlands ? - Waarborgmaatschappij. U.A. (UA) Onroerend Goed B.V. 50.00 Netherlands Maatschappij 50.00 Maatschappij Stadhouderslaan B.V. Stadhouderslaan Spanje B.V. Ontwikkelingscombinatie IMW ? - Netherlands ? - Ontwikkelingsmaatschappij B.V. 33.33 Netherlands Bouwfonds Vastgoed B.V. 33.33 Noordrand B.V. Oostermij B.V. B.V. 50.00 Netherlands B.V. Algemene 50.00 Beleggingsmaatschappij Reigerdaal Orange Investment Inc. 100.00 United States of ING America Insurance 100.00 Enterprises, inc. America Holdings, Inc. Oranje Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Nivo Investments B.V. NMB Equity Participations N.V. NMB-Heller Holding N.V. NMB-Heller Ltd. NMB-Heller N.V. NMB-Heller Zweigniederlassung Neuss NN (UK General) Ltd. NN Capital Management NN Funds Limited NN Life Insurance Company of Canada NN Maple Leaf Ltd. NN Mutual Fund Management Co. NNA Limited NOBIS Societe des Banques Privees Nofegol Beheer B.V. Noord Lease B.V. Noordster v.o.f. Noordwester Hypotheken N.V. Norlic, Inc. North Bay Mortgages.ca Services Ltd. North Star Insurance Services Ltd. Northeastern Corporation Northern Group Insurance Managers Ltd. Northern Life Insurance Company Novasalud Peru S.A. (Entidad Ptrestadora de Salud) NWNL Benefits Corporation OB Heller AS OCB Beheer B.V. Oceanic Underwriters Limited Office Grundstucksverwaltungsgesellschaft mbH & Co. Diesterwegstrasse Okalia N.V. Olivacea B.V. OMG Panorama s.r.o Onderlinge Zeeuwse Waarborgmaatschappij. U.A. Onroerend Goed Maatschappij Stadhouderslaan Spanje B.V. Ontwikkelingscombinatie IMW Ontwikkelingsmaatschappij Noordrand B.V. Oostermij B.V. Orange Investment Enterprises, inc. Oranje Poort B.V.
46
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Orcinus B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Oscar Smit's Bank N.V. N.V. 99.51 Netherlands ING Bank N.V. 99.51 Ostotspa Insurance Co. Ltd. Ltd. 20.00 Thailand Aetna International, 20.00 Inc. Ostotspa Life Insurance Ltd. 84.92 Thailand Aetna International, 84.92 Co. Ltd. Inc. Outwich Finance Limited Ltd. 100.00 United Kingdom Baring Properties 100.00 Limited Outwich Limited Ltd. 100.00 United Kingdom Outwich Finance Limited 100.00 P. Nienhuis B.V. 100.00 Netherlands ING Prena B.V. 100.00 Houdstermaatschappij P.T. ING Indonesia Bank PT 85.00 Indonesia ING Bank N.V. 85.00 Paarse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. PAB Partner AB LLC 15.00 Sweden BVP Holdings Limited 15.00 Pacific Mutual Australia Ltd. 100.00 Australia Mercantile Mutual 100.00 Limited Financial Services Ltd. Pacific-Aetna Life Ltd. 49.00 China Aetna Life Insurance 49.00 Insurance Co. Ltd. Company Page Matteau et associes Inc. 100.00 Canada 3662578 Canada Inc.(7) 100.00 inc. Palino B.V. B.V. 100.00 Netherlands Entero B.V. 100.00 Paramito B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Paromola B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Paronyme B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Pascal Sutherland Holding B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Passport Holding GmbH GmbH 41.16 Germany Industrie-Beteiligungs- 41.16 Gesellschaft mbH Pedralva B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Peerless Insurance Company 100.00 United States of ING U.S. P&C 100.00 America Corporation PEIKER acustic GmbH & Co. KG 19.42 Germany Zweite 19.42 KG Industrie-Beteiligungs- Gesellschaft mbH PEIKER GmbH 19.42 Germany Zweite 19.42 Verwaltungsgesellschaft mbH Industrie-Beteiligungs- Gesellschaft mbH Pendola B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Pennington, Bass & Inc. 100.00 United States of Investors Financial 100.00 Associates, Inc. America Group, Inc. Pensioen- en B.V. 100.00 Netherlands Belhaska XI B.V. 2.86 Oostermij B.V. 97.14 Spaaradviesburo Vellinga B.V. Penuria B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Perey-Melis B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantieadviseurs B.V. Perola Belegging B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Perotis B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Pertusa B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Peter Tromp Alphen aan den B.V. 100.00 Netherlands ING Prena B.V. 100.00 Rijn Beheer B.V. Phobos Beleggingen B.V. 100.00 Netherlands ING Prena B.V. 100.00 Piedmont Asset Advisors LLC LLC 100.00 United States of ING Pilgrim Group, Inc. 100.00 America Pilgrim Advisory Funds, Inc - Pilgrim Asia Pacific - Equity Fund Pilgrim Bank and Thrift - Fund, Inc. Pilgrim Financial, Inc Inc. 100.00 United States of ING Pilgrim Group, Inc. 100.00 America Pilgrim LargeCap Leader - Fund Pilgrim MidCap Value Fund - Piqua II Associates L.P. - United States of ? - Limited Partnership America Planned Investment Inc. 100.00 United States of Investors Financial 100.00 Resources, Inc. America Group, Inc. Planned Investments, Inc. Inc. 100.00 United States of Planned Investment 100.00 America Resources, Inc. Plinius Verwaltungs AG AG 97.09 Switzerland BHF-BANK (Schweiz) AG 97.09 PLJ Holdings Limited Ltd. 100.00 Hong Kong Aetna (HK) Services 100.00 Limited PMG Agency, Inc Inc. 100.00 United States of VTX Agency, Inc. 100.00 America Poitras Larue Rondeau inc. Inc. 100.00 Canada 3662578 Canada Inc.(7) 100.00 Policy Extra Holdings Ltd. 72.82 United Kingdom ING Bank N.V. 72.82 Limited ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Orcinus B.V. Oscar Smit's Bank N.V. Ostotspa Insurance Co. Ltd. Ostotspa Life Insurance Co. Ltd. Outwich Finance Limited Outwich Limited P. Nienhuis Houdstermaatschappij P.T. ING Indonesia Bank Paarse Poort B.V. PAB Partner AB Pacific Mutual Australia Limited Pacific-Aetna Life Insurance Co. Ltd. Page Matteau et associes inc. Palino B.V. Paramito B.V. Paromola B.V. Paronyme B.V. Pascal Sutherland Holding B.V. Passport Holding GmbH Pedralva B.V. Peerless Insurance Company PEIKER acustic GmbH & Co. KG PEIKER Verwaltungsgesellschaft mbH Pendola B.V. Pennington, Bass & Associates, Inc. Pensioen- en Spaaradviesburo Vellinga B.V. Penuria B.V. Perey-Melis Assurantieadviseurs B.V. Perola Belegging B.V. Perotis B.V. Pertusa B.V. Peter Tromp Alphen aan den Rijn Beheer B.V. Phobos Beleggingen Piedmont Asset Advisors LLC Pilgrim Advisory Funds, Inc Pilgrim Asia Pacific Equity Fund Pilgrim Bank and Thrift Fund, Inc. Pilgrim Financial, Inc Pilgrim LargeCap Leader Fund Pilgrim MidCap Value Fund Piqua II Associates Limited Partnership Planned Investment Resources, Inc. Planned Investments, Inc. Plinius Verwaltungs AG PLJ Holdings Limited PMG Agency, Inc Poitras Larue Rondeau inc. Policy Extra Holdings Limited
47
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Polytechnos Venture GmbH 19.92 Germany BPEP Participations 19.92 Partners GmbH Limited Portefeuille Staete B.V. B.V. 100.00 Netherlands BOZ B.V. 100.00 Portelas B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Postbank (NL) Advisory S.A. S.A. 0.03 Luxemburg ING Bank (Luxembourg) 0.03 S.A. Postbank @ Internetfonds N.V. - Netherlands - - N.V. Postbank Aandelenfonds N.V. N.V. - Netherlands - - Postbank Amerikafonds N.V. N.V. - Netherlands - - Postbank Australia Pty. Ltd. 100.00 Australia ING Australia Ltd. 100.00 Ltd. Postbank Beleggingsfonds N.V. - Netherlands - - N.V. Postbank Beleggingsfondsen B.V. 100.00 Netherlands Postbank N.V. 100.00 Beheer B.V. Postbank Beleggingsfondsen B.V. 100.00 Netherlands Postbank N.V. 100.00 Bewaar B.V. Postbank Chipper Beheer B.V. 100.00 Netherlands Postbank N.V. 100.00 B.V. Postbank Communicatie N.V. - Netherlands - - Technologie Fonds N.V. Postbank Easy Blue N.V. - Netherlands - - Beleggersfonds N.V. Postbank Euro Aandelen N.V. - Netherlands - - Fonds N.V. Postbank Farmacie Fonds N.V. - Netherlands - - Postbank Financiele N.V. - Netherlands - - Wereldfonds Postbank Groen N.V. N.V. 100.00 Netherlands Postbank N.V. 100.00 Postbank Hoog Dividend N.V. - Netherlands - - Aandelen Fonds N.V. Postbank I.T. fonds N.V. N.V. - Netherlands - - Postbank Interfinance B.V. B.V. 100.00 Netherlands Postbank N.V. 100.00 Postbank Levensverzekering N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 N.V. Nederland B.V. Postbank Mix Paraplufonds N.V. - Netherlands - - N.V. Postbank Multimediafonds N.V. - Netherlands - - N.V. Postbank N.V. N.V. 100.00 Netherlands ING Bank N.V. 100.00 Postbank Nederlandfonds N.V. - Netherlands - - N.V. Postbank Obligatie Fonds N.V. - Netherlands - - N.V. Postbank Obligatiefonds B.V. 100.00 Netherlands Postbank N.V. 100.00 Beheer B.V. Postbank Opkomende N.V. - Netherlands - - Landenfonds N.V. Postbank Schadeverzekering N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 N.V. Nederland B.V. Postbank Vastgoedfonds N.V. N.V. - Netherlands - - Postbank N.V. - Netherlands - - Vermogensgroeifonds N.V. Postbank Verzekeringen B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Beheer Maatschappij B.V. Interfinance B.V. Postbank Verzekeringen B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Bewaar Maatschappij B.V. Interfinance B.V. Postbank WereldMerkenfonds N.V. - Netherlands - - N.V. Postbank Zip Beheer B.V. B.V. 100.00 Netherlands Postbank N.V. 100.00 Postbank-Lease B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 Postigo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Postkantoren B.V. B.V. 50.00 Netherlands Postbank N.V. 50.00 Powers Ferry Properties, L.P. 100.00 United States of Life Insurance Company 70.00 Nationale-Nederlanden 29.00 L.P. America of Georgia Interest II B.V. Powszechne Towerzystwo S.A. 20.00 Poland Bank Slaski S.A. w 20.00 Emerytaine Nationale Katowicach Nederlanden SA Pradales B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Premier Hotel Gesellschaft KG 32.36 Germany BHF Immobilien-GmbH 32.36 mbH & Co. Objekt Oranienburger Str. KG Prepilus B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Prestamo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Prigest S.A. AG 31.59 France Financiere Atlas S.A. 31.59 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Polytechnos Venture Partners GmbH Portefeuille Staete B.V. Portelas B.V. Postbank (NL) Advisory S.A. Postbank @ Internetfonds N.V. Postbank Aandelenfonds N.V. Postbank Amerikafonds N.V. Postbank Australia Pty. Ltd. Postbank Beleggingsfonds N.V. Postbank Beleggingsfondsen Beheer B.V. Postbank Beleggingsfondsen Bewaar B.V. Postbank Chipper Beheer B.V. Postbank Communicatie Technologie Fonds N.V. Postbank Easy Blue Beleggersfonds N.V. Postbank Euro Aandelen Fonds N.V. Postbank Farmacie Fonds Postbank Financiele Wereldfonds Postbank Groen N.V. Postbank Hoog Dividend Aandelen Fonds N.V. Postbank I.T. fonds N.V. Postbank Interfinance B.V. Postbank Levensverzekering N.V. Postbank Mix Paraplufonds N.V. Postbank Multimediafonds N.V. Postbank N.V. Postbank Nederlandfonds N.V. Postbank Obligatie Fonds N.V. Postbank Obligatiefonds Beheer B.V. Postbank Opkomende Landenfonds N.V. Postbank Schadeverzekering N.V. Postbank Vastgoedfonds N.V. Postbank Vermogensgroeifonds N.V. Postbank Verzekeringen Beheer Maatschappij B.V. Postbank Verzekeringen Bewaar Maatschappij B.V. Postbank WereldMerkenfonds N.V. Postbank Zip Beheer B.V. Postbank-Lease B.V. Postigo B.V. Postkantoren B.V. Powers Ferry Properties, NNUS Realty 1.00 L.P. Corporation Powszechne Towerzystwo Emerytaine Nationale Nederlanden SA Pradales B.V. Premier Hotel Gesellschaft mbH & Co. Objekt Oranienburger Str. KG Prepilus B.V. Prestamo B.V. Prigest S.A.
48
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Prigestion S.A. AG 12.27 France Financiere Atlas S.A. 12.27 PrimeVest Financial Inc. 100.00 United States of ING Pilgrim Capital 100.00 Services, Inc. America Corporation. PrimeVest Insurance Agency Inc. 100.00 United States of PimeVest Financial 100.00 of Alabama, Inc. America Services, Inc. PrimeVest Insurance Agency Inc. 100.00 United States of PimeVest Financial 100.00 of New Mexico, Inc. America Services, Inc. PrimeVest Insurance Agency Inc. 100.00 United States of PimeVest Financial 100.00 of Ohio, Inc. America Services, Inc. Pro Technical Financial Ltd. 100.00 Canada Equisure Financial 100.00 Services Ltd. Network, Inc. Pro Technical Insurance Ltd. 100.00 Canada Equisure Financial 100.00 Services Ltd. Network, Inc. Probe Financiele Planners B.V. 100.00 Netherlands B.V. Algemene 100.00 B.V. Beleggingsmaatschappij Reigerdaal Procuritas Partners KB LLC 15.00 Sweden BVP Holdings Limited 15.00 Profidas B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Project Participation AG 97.09 United States of BHF (USA) Holdings, 97.09 Funding Corporation America Inc. Proodos General Insurances S.A. 100.00 Greece ING Continental Europe 100.00 S.A. Holdings B.V. Prosafe Investments Ltd. Ltd. 100.00 Australia Mercantile Mutual 100.00 Holdings Ltd. Prosana S.A. S.A. 50.00 Chile Aetna S.A. 50.00 PRP Custodians Pty Ltd. Ltd. 100.00 Australia Heine Investment 100.00 Management Limited Prumy Penzijni fond a.s. A.S. 100.00 Czech Republic ING Continental Europe 100.00 Holdings B.V. PT Aetna Life Indonesia PT 100.00 Indonesia Aetna Life Insurance 90.39 PT ING Insurance 9.61 Company of America Indonesia PT ING Baring Securities PT 79.99 Indonesia Barsec (International) 79.99 Indonesia Limited PT ING Insurance Indonesia PT 80.00 Indonesia ING Insurance 80.00 International B.V. Puebla B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Pulido B.V. B.V. 51.19 Netherlands ING Prena B.V. 18.56 Multicover B.V. 32.63 Pulveda B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 QBE/Mercantile Mutual Ltd. 100.00 Australia Mercantile Equities 50.00 Amfas Pty Ltd. 50.00 Marine Underwriting Agency Ltd. Pty Limited Q-Park De Bijenkorf B.V. B.V. 50.00 Netherlands ING Vastgoed 50.00 Ontwikkeling B.V. Q-Park Exploitatie B.V. B.V. 100.00 Netherlands Q-Park N.V. 100.00 Q-Park N.V. N.V. 40.00 Netherlands ING Vastgoed 20.00 ING Vastgoed 20.00 Fondsbelegging B.V. Ontwikkeling B.V Q-Park Reserve I B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Q-Park Reserve II B.V. B.V. 50.00 Netherlands ING Vastgoed 50.00 Ontwikkeling B.V. Quartz Capital Partners LLC 15.00 United Kingdom Baring Private Equity 15.00 Limited Partners Limited Quetzal High Yield Fund Plc. - Ireland Quichote, Inc. Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. QuickQuote Financial, Inc. Inc. 100.00 United States of QuickQuote Systems, 100.00 America Inc. QuickQuote Systems, Inc. Inc. 100.00 United States of Quichote, Inc. 100.00 America R.V.S. Stichting - Netherlands - - Stichting Rabelais Evelution s.a. S.A. 66.34 France Banque Bruxelles 66.34 Lambert France S.A. Railtour S.A. 1.97 Belgium Bank Brussel Lambert 1.97 N.V. Ramus Insurance Ltd. Ltd. 100.00 Bermuda Assurantiemaatschappij 100.00 "De Zeven Provincien" N.V. Ravensbourne Registration Ltd. 100.00 United Kingdom International Fund 100.00 Services Ltd. Managers UK Ltd. Real Estate Lease SPC 1 N.V. 100.00 Belgium ING Lease Interfinance 100.00 N.V. B.V. Red Rose Investments N.V. N.V. 100.00 Argentina Middenbank Curacao N.V. 100.00 Red. de Intercomunicacion S.R.L 12.96 Uruguay ING Bank (Uruguay) S.A. 12.96 de Alta Seguridad S.R.L. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Prigestion S.A. PrimeVest Financial Services, Inc. PrimeVest Insurance Agency of Alabama, Inc. PrimeVest Insurance Agency of New Mexico, Inc. PrimeVest Insurance Agency of Ohio, Inc. Pro Technical Financial Services Ltd. Pro Technical Insurance Services Ltd. Probe Financiele Planners B.V. Procuritas Partners KB Profidas B.V. Project Participation Funding Corporation Proodos General Insurances S.A. Prosafe Investments Ltd. Prosana S.A. PRP Custodians Pty Ltd. Prumy Penzijni fond a.s. PT Aetna Life Indonesia PT ING Baring Securities Indonesia PT ING Insurance Indonesia Puebla B.V. Pulido B.V. Pulveda B.V. QBE/Mercantile Mutual Marine Underwriting Agency Pty Limited Q-Park De Bijenkorf B.V. Q-Park Exploitatie B.V. Q-Park N.V. Q-Park Reserve I B.V. Q-Park Reserve II B.V. Quartz Capital Partners Limited Quetzal High Yield Fund Quichote, Inc. QuickQuote Financial, Inc. QuickQuote Systems, Inc. R.V.S. Stichting Rabelais Evelution s.a. Railtour Ramus Insurance Ltd. Ravensbourne Registration Services Ltd. Real Estate Lease SPC 1 N.V. Red Rose Investments N.V. Red. de Intercomunicacion de Alta Seguridad S.R.L.
49
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Reggese Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Rel Beta Sp.z o.o. Sp.z 9.00 Poland ING Lease (Polska) 9.00 Rel Delta Sp.z o.o. Sp.z 9.00 Poland ING Lease (Polska) 9.00 ReliaStar BancShares, Inc. Inc. 100.00 United States of ReliaStar Financial 100.00 America Corp ReliaStar Financial Corp. Corp. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. ReliaStar Investment Inc. 100.00 United States of ReliaStar Financial 100.00 Research America Corp ReliaStar Life Insurance Corp. 100.00 United States of ReliaStar Financial 100.00 Company America Corp ReliaStar Life Insurance Corp. 100.00 United States of Security Connecticut 100.00 Company of New York America Life Insurance Company ReliaStar Managing Inc. 100.00 United States of ReliaStar Financial 100.00 Underwriters, Inc. America Corp ReliaStar National Trust Inc. 100.00 United States of ReliaStar Financial 100.00 Company America Corp ReliaStar Payroll Agent, Inc. 100.00 United States of ReliaStar Financial 100.00 Inc America Corp ReliaStar Reinsurance Ltd. 100.00 United Kingdom ReliaStar Life 100.00 Group (UK) Insurance Company Remazon B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. Renting de Equipos e S.A. 100.00 Spain ING Lease Holding N.V. 100.00 Inmuebles sa Rentista B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Reoco Limited Ltd. 100.00 Canada ING Bank N.V. 100.00 Rescit I B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Rescoldo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Residential Financial LLC 51.00 United States of ING Vastgoed 51.00 Development LLC America Financiering N.V. Restaumur S.A. 24.30 France Banque Bruxelles 24.30 Lambert France S.A. Restinga B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Caldona B.V. B.V. 100.00 Netherlands Aceros B.V. 100.00 RetireInvest Corporation Ltd. 100.00 Australia The Mercantile Mutual 100.00 Limited Life Insurance Co. Ltd. RetireInvest Fund Ltd. 100.00 Australia Le Fort Life Limited 100.00 Management Limited RetireInvest Pty Limited Ltd. 100.00 Australia RetireInvest 100.00 Corporation Limited RFM Financial Planning Ltd. 100.00 Australia Advisor Investment 100.00 Limited Services Limited Richard Vendetti Insurance Ltd. 100.00 Canada Equisure Insurance 100.00 & Real Estate Ltd. Services Ltd. Ridderpoort Assurantien B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 B.V. Rijn Gaasperdam B.V. B.V. 100.00 Netherlands N.V. Zeker Vast 100.00 Gaasperdam Rio Magdalena Limitada Ltda. 99.00 Colombia Prosana S.A. 99.00 RL & T (International) N.V. N.V. 13.24 Netherlands ING Bank N.V. 13.24 Rodeba Deurne B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Roelcene B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Roelfsema & Mulder B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Roerse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Romaco N.V. AG 21.84 Netherlands BHF Finance 21.84 Antillies (Nederlands) B.V. Rowanda B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Runoto Belgium N.V. N.V. 100.00 Belgium ING Lease Interfinance 100.00 B.V. Runoto Holding B.V. B.V. 100.00 Netherlands ING Lease Holding N.V. 100.00 Runoto Leasing B.V. B.V. 100.00 Netherlands Runoto Holding B.V. 100.00 Rutilus B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Ruud Beins Beleggingen B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Ruud Hendriks B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal RVS Beleggingen N.V. N.V. 100.00 Netherlands Postbank 100.00 Levensverzekering N.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Reggese Poort B.V. Rel Beta Sp.z o.o. Rel Delta Sp.z o.o. ReliaStar BancShares, Inc. ReliaStar Financial Corp. ReliaStar Investment Research ReliaStar Life Insurance Company ReliaStar Life Insurance Company of New York ReliaStar Managing Underwriters, Inc. ReliaStar National Trust Company ReliaStar Payroll Agent, Inc ReliaStar Reinsurance Group (UK) Remazon B.V. Renting de Equipos e Inmuebles sa Rentista B.V. Reoco Limited Rescit I B.V. Rescoldo B.V. Residential Financial Development LLC Restaumur Restinga B.V. Caldona B.V. RetireInvest Corporation Limited RetireInvest Fund Management Limited RetireInvest Pty Limited RFM Financial Planning Limited Richard Vendetti Insurance & Real Estate Ltd. Ridderpoort Assurantien B.V. Rijn Gaasperdam B.V. Rio Magdalena Limitada RL & T (International) N.V. Rodeba Deurne B.V. Roelcene B.V. Roelfsema & Mulder B.V. Roerse Poort B.V. Romaco N.V. Rowanda B.V. Runoto Belgium N.V. Runoto Holding B.V. Runoto Leasing B.V. Rutilus B.V. Ruud Beins Beleggingen B.V. Ruud Hendriks B.V. RVS Beleggingen N.V.
50
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== RVS Beroeps- en B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Bedrijfsfinanciering B.V. Levensverzekering Maatschappij N.V. RVS Bouwfonds B.V. B.V. 100.00 Netherlands ? RVS Diensten B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal RVS Financial Services N.V. N.V. 100.00 Belgium RVS verzekeringen N.V. 100.00 RVS Levensverzekering N.V. N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Nederland B.V. RVS Schadeverzekering N.V. N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Nederland B.V. RVS Stichting - Netherlands - - Stichting RVS verzekeringen N.V. N.V. 100.00 Belgium ING Continental Europe 100.00 Holdings B.V. S.A. De Vaderlandsche S.A. 100.00 Luxemburg Nationale Omnium N.V. 100.00 Luxemburg S.A. du 42 Avenue Kleber S.A. 100.00 France Kleber Vastgoed B.V. 100.00 S.A. du 59 Avenue d'Iena S.A. 100.00 France Iena Vastgoed B.V. 100.00 S.A. Regent-Bruxelles S.A. 51.00 Belgium Amersfoort-Staete B.V. 51.00 S.C.I. du 153 Rue de S.C.I. 40.00 France ABV Staete B.V. 40.00 Gourcelles S.C.I. le Michelet S.C.I. 51.00 France S.C.I. le Portefeuille 51.00 S.C.I. le Portefeuille S.C.I. 100.00 France Portefeuille Staete 100.00 B.V. S.C.I. Roissy Bureaux S.C.I. 75.00 France S.A. du 42 Avenue 75.00 International Kleber S.C.P. AVG Investissement S.C.P. 100.00 France Westermij B.V. 100.00 S.N.C. Blijenhoek Staete S.N.C. 100.00 France Blijenhoek Staete B.V. 100.00 et Cie sabra Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 sacobel Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 saiph Pty Limited Ltd. 100.00 Australia Baring Brothers 100.00 Burrows Securities Limited saline Nominees Limited Ltd. 100.00 United Kingdom Baring Trustees 100.00 (Guernsey) Limited salix Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Santa Maria Internacional S.A. 100.00 Chile Administradora de 100.00 S.A. Fondos de Pensiones Santa Maria S.A. SARL Restaurant du Banville S.A. 100.00 France Compagnie Financiere 100.00 de Banville S.A. SCC GmbH 19.42 Germany BHF Immobilien-GmbH 19.42 Grundstucksverwaltungsgesellschaft mbH SCGF Advisors Limited LLC 100.00 United Kingdom BPEP Holdings Limited 100.00 Schade Herstel Bedrijf B.V. B.V. 100.00 Netherlands CW Lease Nederland BV 100.00 Schepa Immobilia B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Schotte Afak Boxsem B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Schotte Zeitlin B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Verzekeringen B.V. Schroders Russian Region Plc. - Ireland - Fund Plc. SCI 52, Rue M. Arnoux. S.C.I. 30.00 France Banque Bruxelles 30.00 Lambert France S.A. SCI Allee des Violettes S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Allees d Osny S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Avenue de la Paix 27 S.C.I. 30.00 France Banque Bruxelles 30.00 s.a. Lambert France S.A. SCI Belvedere Fontaine St S.C.I. 12.50 France Banque Bruxelles 12.50 Martin Lambert France S.A. SCI Chateau Besson S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== RVS Beroeps- en Bedrijfsfinanciering B.V. RVS Bouwfonds B.V. RVS Diensten B.V. RVS Financial Services N.V. RVS Levensverzekering N.V. RVS Schadeverzekering N.V. RVS Stichting RVS verzekeringen N.V. S.A. De Vaderlandsche Luxemburg S.A. du 42 Avenue Kleber S.A. du 59 Avenue d'Iena S.A. Regent-Bruxelles S.C.I. du 153 Rue de Gourcelles S.C.I. le Michelet S.C.I. le Portefeuille S.C.I. Roissy Bureaux International S.C.P. AVG Investissement S.N.C. Blijenhoek Staete et Cie sabra Holding B.V. sacobel Beheer B.V. saiph Pty Limited saline Nominees Limited salix Assurantien B.V. Santa Maria Internacional S.A. SARL Restaurant du Banville SCC Grundstucksverwaltungsgesellschaft mbH SCGF Advisors Limited Schade Herstel Bedrijf B.V. Schepa Immobilia B.V. Schotte Afak Boxsem B.V. Schotte Zeitlin Verzekeringen B.V. Schroders Russian Region Fund Plc. SCI 52, Rue M. Arnoux. SCI Allee des Violettes SCI Allees d Osny SCI Avenue de la Paix 27 s.a. SCI Belvedere Fontaine St Martin SCI Chateau Besson
51
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== SCI Colombier Bois S.C.I. 10.00 France Banque Bruxelles 10.00 Guillaume Lambert France S.A. SCI Colombier St Priest S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Corbas les Vignes S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Cours Blaise Pascal S.C.I. 5.00 France Banque Bruxelles 5.00 Lambert France S.A. SCI Domaine Claire Fontaine S.C.I. 6.00 France Banque Bruxelles 6.00 Lambert France S.A. SCI Fontaine Bois d Arqueil S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Fontaine de Corbas S.C.I. 20.00 France Banque Bruxelles 20.00 Lambert France S.A. SCI Fontenay Activites S.C.I. 20.01 France Banque Bruxelles 20.01 Lambert France S.A. SCI Francheville les Razes S.C.I. 8.50 France Banque Bruxelles 8.50 Lambert France S.A. SCI Hameaux de la Balme S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Impasse des Pres S.C.I. 25.00 France Banque Bruxelles 25.00 Lambert France S.A. SCI La Mimoseraie S.C.I. 5.00 France Banque Bruxelles 5.00 Lambert France S.A. SCI la Tour de Meysieu S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Lac de Soisy S.C.I. 9.94 France Banque Bruxelles 9.94 Lambert France S.A. SCI Le Relais s.a. S.C.I. 99.34 Belgium Banque Bruxelles 99.34 Lambert France S.A. SCI Les Dunes S.C.I. 20.00 France Banque Bruxelles 20.00 Lambert France S.A. SCI Les Maisonsde S.C.I. 10.00 France Banque Bruxelles 10.00 Francheville parc Lambert France S.A. SCI Malo les Bains S.C.I. 13.33 France Banque Bruxelles 13.33 Lambert France S.A. SCI Mermoz S.C.I. 15.00 France Banque Bruxelles 15.00 Lambert France S.A. SCI Porte Oceane S.C.I. 13.33 France Banque Bruxelles 13.33 Lambert France S.A. SCI Renan Lepelletier II S.C.I. 9.37 France Banque Bruxelles 9.37 Lambert France S.A. SCI Renan Lepelletier III S.C.I. 9.37 France Banque Bruxelles 9.37 Lambert France S.A. SCI Roseraie de Lissieu S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. SCI Rue de l'Ermitage S.C.I. 30.00 France Banque Bruxelles 30.00 Lambert France S.A. SCI Rue de Rungis 24 S.C.I. 30.00 France Banque Bruxelles 30.00 Lambert France S.A. SCI Rue des Lyonnes 43 S.C.I. 49.93 France Banque Bruxelles 49.93 Lambert France S.A. SCI sante Marie de la S.C.I. 15.00 France Banque Bruxelles 15.00 guillotiere Lambert France S.A. SCI Square d'Assnieres S.C.I. 100.00 France S.A. du 59 Avenue 100.00 d'Iena ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== SCI Colombier Bois Guillaume SCI Colombier St Priest SCI Corbas les Vignes SCI Cours Blaise Pascal SCI Domaine Claire Fontaine SCI Fontaine Bois d Arqueil SCI Fontaine de Corbas SCI Fontenay Activites SCI Francheville les Razes SCI Hameaux de la Balme SCI Impasse des Pres SCI La Mimoseraie SCI la Tour de Meysieu SCI Lac de Soisy SCI Le Relais s.a. SCI Les Dunes SCI Les Maisonsde Francheville parc SCI Malo les Bains SCI Mermoz SCI Porte Oceane SCI Renan Lepelletier II SCI Renan Lepelletier III SCI Roseraie de Lissieu SCI Rue de l'Ermitage SCI Rue de Rungis 24 SCI Rue des Lyonnes 43 SCI sante Marie de la guillotiere SCI Square d'Assnieres
52
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== SCI Vaureal S.C.I. 20.00 France Banque Bruxelles 20.00 Lambert France S.A. SCI Vieux Bourg. S.C.I. 9.97 France Banque Bruxelles 9.97 Lambert France S.A. SCI Villa Bois Guillaume S.C.I. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. Scotus inc. Inc. 100.00 Canada NN Life Insurance 100.00 Company of Canada SDC Properties INC. Inc. - Canada ? Sechste KG 80.87 Germany BHF Immobilien-GmbH 80.87 Grundstucksverwaltungsgesellschaft mbH & Co. KG Secretariat Val.Mobilieres S.A. 22.00 Belgium Bank Brussel Lambert 22.00 s.c., N.V Secteur"Centre de Affaires S.A. 6.67 Belgium Bank Brussel Lambert 6.67 et de congres" N.V Seculife B.V. B.V. 49.90 Netherlands ING Support Holding 49.90 B.V. Security Connecticut Life Inc. 100.00 United States of ReliaStar Life 100.00 Insurance Company America Insurance Company Security Life Assignment Inc. 100.00 United States of ING America Insurance 100.00 Corp. America Holdings, Inc. Security Life of Denver Inc. 100.00 United States of ING America Insurance 100.00 Insurance Company America Holdings, Inc. Security Life of Denver Ltd. 100.00 Bermuda ING America Insurance 100.00 International Ltd Holdings, Inc. SEFB Banque de Epargne sc., S.A. 26.73 Belgium Bank Brussel Lambert 26.73 N.V Segada B.V. B.V. 100.00 Netherlands ING Prena B.V. - Seguradora East Asia Aetna S.A.R.L. 100.00 Macau Aetna International, 100.00 Macau, S.A.R.L. Inc. Seguros Bital ? 49.00 Mexico ING Insurance 49.00 International B.V. Seguros Comercial America 49.00 Mexico ING Insurance 49.00 International B.V. Seguros Norman Moron N.V. N.V. 100.00 Netherlands Antilles Nationale-Nederlanden 100.00 Schadeverzekering Maatschappij N.V. Sentax Assurantie B.V. B.V. 100.00 Netherlands Finantel B.V. 100.00 Sentax Beheer B.V. B.V. 100.00 Netherlands B.V. 100.00 Kredietmaatschappij VOLA Sentax Lease B.V. B.V. 100.00 Netherlands Sentax Beheer B.V. 100.00 Service Centre Victoria B.V. 100.00 Netherlands ING Support Holding 100.00 B.V. B.V. Sfing Europe B.V. B.V. 50.00 Netherlands ING Lease Structured 50.00 Finance B.V. Shanghai Quality Housing Ltd. 95.00 Netherlands Shanghai Racquet Club 95.00 Real Estate Development Partners C.V. Co.Ltd Shanghai Racquet Club B.V. 50.00 Netherlands ING REI Management B.V. 50.00 Partners B.V. Shanghai Racquet Club C.V. 50.00 Netherlands ING Real Estate 50.00 Partners C.V. International Development B.V. Shelhold Ltd. Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 Ship Lease International B.V. 50.00 Netherlands ING Lease (Nederland) 50.00 B.V. B.V. SHK Haustechnik Holding GmbH 41.84 Germany Industrie-Beteiligungs- 41.84 GmbH Gesellschaft mbH Siam City Asset Management Ltd. 49.00 Thailand ING Bank N.V. 49.00 Co., Ltd Sijsma B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Simbad N.V. Ltd. 100.00 Netherlands Antilles ING Trust (Antilles) NV 100.00 Simonis Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Simonis B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij B.V. Sinke Beek Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Sipororo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Sistarbanc S.R.L. S.R.L 11.11 Uruguay ING Bank (Uruguay) S.A. 11.11 Slivast B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== SCI Vaureal SCI Vieux Bourg. SCI Villa Bois Guillaume Scotus inc. SDC Properties INC. Sechste Grundstucksverwaltungsgesellschaft mbH & Co. KG Secretariat Val.Mobilieres s.c., Secteur"Centre de Affaires et de congres" Seculife B.V. Security Connecticut Life Insurance Company Security Life Assignment Corp. Security Life of Denver Insurance Company Security Life of Denver International Ltd SEFB Banque de Epargne sc., Segada B.V. Seguradora East Asia Aetna Macau, S.A.R.L. Seguros Bital Seguros Comercial America Seguros Norman Moron N.V. Sentax Assurantie B.V. Sentax Beheer B.V. Sentax Lease B.V. Service Centre Victoria B.V. Sfing Europe B.V. Shanghai Quality Housing Real Estate Development Co.Ltd Shanghai Racquet Club Partners B.V. Shanghai Racquet Club Partners C.V. Shelhold Ltd. Ship Lease International B.V. SHK Haustechnik Holding GmbH Siam City Asset Management Co., Ltd Sijsma B.V. Simbad N.V. Simonis Beheer B.V. Simonis Beleggingsmaatschappij B.V. Sinke Beek Beheer B.V. Sipororo B.V. Sistarbanc S.R.L. Slivast B.V.
53
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== SLR Management (Bermuda) Ltd. 100.00 Bermuda ING America Insurance 100.00 Ltd. Holdings, Inc. Small Business Publishing B.V. 100.00 Netherlands Postbank N.V. 100.00 B.V. SNC du Centre Mayol S.N.C 100.00 France SNC Haven 100.00 SNC Haven S.N.C 60.00 France Hoogoorddreef I B.V. 60.00 SNC Le Dome S.N.C 75.00 France S.A. du 42 Avenue 75.00 Kleber SNC le Murier S.N.C 60.00 France S.N.C. Blijenhoek 31.00 S.A. du 59 Avenue 25.00 Staete et Cie d'Iena SNC Peau Bearn S.N.C 100.00 France S.A. du 42 Avenue 100.00 Kleber Sneeker Assurantiekantoor B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 de Boer B.V. Soc. Belge de Invest Int. S.A. 5.96 Belgium Bank Brussel Lambert 5.96 N.V. Soc. Financiere pour la S.A. 10.60 Belgium Bank Brussel Lambert 10.60 Construction s.a. N.V. Societe Financiere S.A. 11.11 Luxemburg Bank Brussel Lambert 11.11 Europeene (S.F.E.) s.a. N.V. Societe Financiere pour S.A. 25.82 France Bank Brussel Lambert 25.82 les Pays d Outre-mer s.a. N.V. Societe Financiere pour S.A. 25.82 France Bank Brussel Lambert 25.82 les Pays de Outre-mer N.V. (SFOM) s.a. Societe Immobiliere du CEL S.A.RL 100.00 Luxemburg CEL Data Services S.A. 100.00 s.a.r.l. Sodefina S.A. S.A. 100.00 Belgium Nationale Omnium N.V. 100.00 Sofigest Societe S.A. 24.93 Switzerland Banque Bruxelles 24.93 Financiere s.a. Lambert Suisse S.A. Sofilease s.a. S.A. 100.00 Belgium Locabel-Auto s.a. 100.00 Sofinvest scrl. S.A. 52.39 Belgium Bank Brussel Lambert 52.39 N.V. Sogam s.a. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. Sogerfin s.a. S.A. 99.99 Belgium Bank Brussel Lambert 99.99 N.V. Soges Fiducem s.a. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. Soges-Ateka s.n.c. S.N.C 50.00 Belgium Soges Fiducem s.a. 50.00 Soges-Dewaay s.a. S.A. 100.00 Belgium Soges Fiducem s.a. 100.00 Solitario B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Sonhold Ltd. Ltd. 100.00 United Kingdom ING Lease (UK) Limited 100.00 Sopica s.a. S.A. 99.94 France Banque Bruxelles 99.94 Lambert France S.A. Soprofinance(gestion OPCVM) S.A. 10.00 France Banque Bruxelles 10.00 Lambert France S.A. Soprofinance(gestion parts S.A. 10.42 France Banque Bruxelles 10.42 SCPI) Lambert France S.A. Soregep s.a. S.A. 30.00 France Banque Bruxelles 30.00 Lambert France S.A. South Western Insurance Ltd. 100.00 Canada 1418583 Ontario Ltd. 100.00 Group Limited Southland Life Insurance Inc. 100.00 United States of ING America Life 100.00 Company America Corporation Spaarfondsen Beheer B.V. B.V. 100.00 Netherlands InterAdvies N.V. 100.00 Spaarfondsen Bewaar B.V. B.V. 100.00 Netherlands InterAdvies N.V. 100.00 Sparre Poort B.V. B.V. 100.00 Netherlands Sparre Poort B.V. 100.00 Spoolde B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Springfield Capital Ltd. 99.96 United Kingdom BBL Capital Management 99.96 Management (Jersey) Ltd. Corporation S.A. Springfield Capital Ltd. 100.00 United Kingdom Williams de Broe 100.00 Management Ltd. International Ltd Springstreet Associates, Inc. 100.00 United States of Life Insurance Company 100.00 Inc. America of Georgia Spuise Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. SRO Run-Off Ltd. Bermuda Ltd. 10.00 Bermuda ING Insurance 10.00 International B.V. St. Maurice Compagnie ? 100.00 Canada Le Groupe Commerce 100.00 d'Assurances Compagnie d'Assurances Stampida B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Stamveld B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== SLR Management (Bermuda) Ltd. Small Business Publishing B.V. SNC du Centre Mayol SNC Haven SNC Le Dome SNC le Murier S.N.C. Blijenhoek 4.00 Staete et Cie SNC Peau Bearn Sneeker Assurantiekantoor de Boer B.V. Soc. Belge de Invest Int. Soc. Financiere pour la Construction s.a. Societe Financiere Europeene (S.F.E.) s.a. Societe Financiere pour les Pays d Outre-mer s.a. Societe Financiere pour les Pays de Outre-mer (SFOM) s.a. Societe Immobiliere du CEL s.a.r.l. Sodefina S.A. Sofigest Societe Financiere s.a. Sofilease s.a. Sofinvest scrl. Sogam s.a. Sogerfin s.a. Soges Fiducem s.a. Soges-Ateka s.n.c. Soges-Dewaay s.a. Solitario B.V. Sonhold Ltd. Sopica s.a. Soprofinance(gestion OPCVM) Soprofinance(gestion parts SCPI) Soregep s.a. South Western Insurance Group Limited Southland Life Insurance Company Spaarfondsen Beheer B.V. Spaarfondsen Bewaar B.V. Sparre Poort B.V. Spoolde B.V. Springfield Capital Management (Jersey) Ltd. Springfield Capital Management Ltd. Springstreet Associates, Inc. Spuise Poort B.V. SRO Run-Off Ltd. Bermuda St. Maurice Compagnie d'Assurances Stampida B.V. Stamveld B.V.
54
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Standaard Hypotheekbank N.V. 100.00 Netherlands Algemeene 100.00 N.V. Waarborgmaatschappij N.V. Star Fund Management s.a. S.A. 51.69 Belgium Bank Brussel Lambert 51.69 N.V. Steendam B.V. 100.00 Netherlands ING Prena B.V. 100.00 Beleggingsmaatschappij Drachten B.V. Steenhuis Assurantien en B.V. 100.00 Netherlands B.V. Algemene 100.00 Makelaardij B.V. Beleggingsmaatschappij Reigerdaal Steenstaete N.V. N.V. 100.00 Belgium Amersfoort-Staete B.V. 6.00 N.V. Square 88.00 Montgomery Steinsche Gasse GbR GbR 95.14 Germany Berliner Handels- und 95.14 Frankfurter Bank A G Stenning & Associates Inc. 50.00 Canada Equisure Insurance 50.00 Financial Services Inc. Services Ltd. Sterling Developments B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. STET Ltd. Ltd. 100.00 Australia The Mercantile Mutual 100.00 Life Insurance Co. Ltd. Stibbe Meijster B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 2.85 Oostermij B.V. 97.15 Stichting - Netherlands ? - Administratiekantoor ING Stichting Groep Stichting Cumulatief - Netherlands ? - Preferente Aandelen ING Stichting Groep Storeria B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. Straet & Snijder B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantien B.V. Strategic Investors Asia Ltd. 100.00 Bermuda ING Insurance 51.00 Aetna 49.00 Limited International B.V. International, Inc. Stresemannstrasse GbR GbR 95.14 Germany Berliner Handels- und 95.14 Frankfurter Bank A G Strokkur B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Sturgeon Falls Insurance Ltd. 100.00 Canada Equisure Insurance 100.00 Brokers (1985) Ltd. Services Ltd. Successfull Money Inc. 100.00 United States of ReliaStar Financial 100.00 Management Seninars, Inc America Corporation Sunrise Investments B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Sussex Leaseholds Limited Ltd. 100.00 Canada Scotus Inc. 100.00 Sutherland Beheer B.V. B.V. 96.15 Netherlands ING Prena B.V. 96.15 Sutherlands (Holdings) Ltd. Ltd. 100.00 United Kingdom Charterhouse 100.00 Securities Ltd. Sutherlands International Ltd. 100.00 United Kingdom Sutherlands (Holdings) 100.00 Ltd. Ltd. Sutherlands Ltd. Ltd. 100.00 United Kingdom Sutherlands (Holdings) 100.00 Ltd. Sutherlands Nominees Ltd. Ltd. 100.00 United Kingdom Sutherlands (Holdings) 100.00 Ltd. Svalbard Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Swinpoort B.V. B.V. 100.00 Netherlands MBO Kousteensedijk 100.00 Holding B.V. Syndicate Nominees Pty Ltd. 100.00 Australia The Mercantile Mutual 100.00 Limited Life Insurance Co. Ltd. Synerlease Belgium N.V. N.V. 100.00 Belgium Locabel s.a. 100.00 Systematized Benefits Inc. 100.00 United States of Aetna Services Holding 100.00 Administrators, inc. America Company (Connecticut), Inc. t Oye Deventer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 T&C Nominees Ltd. Ltd. 100.00 United Kingdom Charterhouse 100.00 Securities Ltd. T. Koster Beheer B.V. B.V. 100.00 Netherlands ING Verzekeringen N.V. 100.00 T.B.B. & Heitkamp B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantien B.V. T.B.E. S.A. 100.00 Belgium Bank Brussel Lambert 100.00 N.V. T.L.C. Investments Inc. Inc. 100.00 Canada Equisure Financial Network, Inc. Tabledo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tablero B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Tadavia B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Talboom Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tapirus B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tarima B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Standaard Hypotheekbank N.V. Star Fund Management s.a. Steendam Beleggingsmaatschappij Drachten B.V. Steenhuis Assurantien en Makelaardij B.V. Steenstaete N.V. BOZ B.V. 6.00 Steinsche Gasse GbR Stenning & Associates Financial Services Inc. Sterling Developments B.V. STET Ltd. Stibbe Meijster B.V. Stichting Administratiekantoor ING Groep Stichting Cumulatief Preferente Aandelen ING Groep Storeria B.V. Straet & Snijder Assurantien B.V. Strategic Investors Asia Limited Stresemannstrasse GbR Strokkur B.V. Sturgeon Falls Insurance Brokers (1985) Ltd. Successfull Money Management Seninars, Inc Sunrise Investments B.V. Sussex Leaseholds Limited Sutherland Beheer B.V. Sutherlands (Holdings) Ltd. Sutherlands International Ltd. Sutherlands Ltd. Sutherlands Nominees Ltd. Svalbard Beheer B.V. Swinpoort B.V. Syndicate Nominees Pty Limited Synerlease Belgium N.V. Systematized Benefits Administrators, inc. t Oye Deventer B.V. T&C Nominees Ltd. T. Koster Beheer B.V. T.B.B. & Heitkamp Assurantien B.V. T.B.E. T.L.C. Investments Inc. Tabledo B.V. Tablero B.V. Tadavia B.V. Talboom Beheer B.V. Tapirus B.V. Tarima B.V.
55
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Tawny Owl Investment N.V. 100.00 Netherlands Antilles CenE Bankiers Holding 100.00 Company N.V. N.V. Technisch Advies Bureau B.V. 100.00 Netherlands ING Prena B.V. 100.00 Jaba B.V. Tempero B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Ter Linden en Heijer B.V. 100.00 Netherlands ING Prena B.V. 100.00 Holding B.V. Terra KG 80.12 Germany Deutsche 80.12 Grundbesitsgesellschaft am Hypothekenbank Aegi mbH & Co. (Actien-Gesellschaft) Grundbesitzerwerbs KG Terra GmbH 80.12 Germany Deutsche 80.12 Grundbesitzgesellschaft am Hypothekenbank Aegi mbH (Actien-Gesellschaft) Tessara Zaanlandia B.V. B.V. 98.78 Netherlands ING Prena B.V. 98.78 Th. van den Akker Beheer B.V. 100.00 Netherlands ING Prena B.V. 100.00 B.V. Thames Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Thames River Traditional Plc. - Ireland - Fund Plc. The Aetna Heiwa Life Ltd. 100.00 Japan Aetna International, 92.30 Aetna Premium 7.50 Insurance Company Limited Inc. Collection Co. The Asia Pacific Fund Inc. Inc. - United States of ? - (BAM) America The Baring Emerging Europe Plc. - ? - Trust Plc. The Baring Peacock Fund - United Kingdom ? - The Baring Puma Fund Ltd. - ? - Limited The CGT Trust 100.00 United States of Golden American Life 100.00 America Insurance Company The Egyptian Growth Ltd. - United Kingdom - Investment Copany Limited The Greater China Fund Inc. - United States of ? - Inc. (BAM) America The Halifax Insurance ? 100.00 Canada ING Canada P&C Inc. 100.00 Company The IT-Concord MISR - United Kingdom - Technology Venture Capital Fund The Mercantile Mutual Life Ltd. 100.00 Australia Mercantile Mutual 100.00 Insurance Co. Ltd. Holdings Ltd. The Netherlands Insurance ? 100.00 United States of ING U.S. P&C 100.00 Company America Corporation The New Providence 100.00 United States of IB Holdings LLC 100.00 Insurance Co. Ltd America The New Russia Fund 67.00 Luxemburg 67.00 (Investment Fund managed by BAM) The Orion Insurance Ltd. 100.00 United Kingdom NN (UK General) Ltd. 100.00 (General) Ltd. The Prospect of Japan Fund Ltd. - United Kingdom - Limited The Seven Provinces B.V. 100.00 Netherlands ING Continental Europe 100.00 International B.V. Holdings B.V. The Simba Fund Limited Ltd. 27.20 United Kingdom ? 27.20 (BAM) The Tower Fund L.P. KG 17.53 Cayman Islands BHF (USA) Capital 17.53 Corporation The UBK French Property Ltd. - United Kingdom - Company Limited Theo Kentie Design B.V. B.V. 100.00 Netherlands Tabledo B.V. 100.00 THG Beteiligungsverwaltung GmbH 48.54 Germany Berliner Handels- und - GmbH Frankfurter Bank A G Tiberia B.V. B.V. 100.00 Netherlands Entero B.V. 100.00 Tiel Utrecht N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Levensverzekering N.V. Nederland B.V. Tiel Utrecht N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Schadeverzekering N.V. Nederland B.V. Tiel Utrecht Verzekerd N.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Sparen N.V. Nederland B.V. Tinsky Pty Limited Ltd. 100.00 Australia Mercantile Mutual 100.00 Holdings Ltd. Tolinea B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Total Resources LLC LLC 100.00 United States of Furman Selz 100.00 America Proprietary, Inc. Trabanca B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tralose Pty Limited Ltd. 100.00 Australia Mercantile Mutual 100.00 Funds Management Ltd. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Tawny Owl Investment Company N.V. Technisch Advies Bureau Jaba B.V. Tempero B.V. Ter Linden en Heijer Holding B.V. Terra Grundbesitsgesellschaft am Aegi mbH & Co. Grundbesitzerwerbs KG Terra Grundbesitzgesellschaft am Aegi mbH Tessara Zaanlandia B.V. Th. van den Akker Beheer B.V. Thames Poort B.V. Thames River Traditional Fund Plc. The Aetna Heiwa Life Insurance Company Limited The Asia Pacific Fund Inc. (BAM) The Baring Emerging Europe Trust Plc. The Baring Peacock Fund The Baring Puma Fund Limited The CGT Trust The Egyptian Growth Investment Copany Limited The Greater China Fund Inc. (BAM) The Halifax Insurance Company The IT-Concord MISR Technology Venture Capital Fund The Mercantile Mutual Life Insurance Co. Ltd. The Netherlands Insurance Company The New Providence Insurance Co. Ltd The New Russia Fund (Investment Fund managed by BAM) The Orion Insurance (General) Ltd. The Prospect of Japan Fund Limited The Seven Provinces International B.V. The Simba Fund Limited (BAM) The Tower Fund L.P. The UBK French Property Company Limited Theo Kentie Design B.V. THG Beteiligungsverwaltung GmbH Tiberia B.V. Tiel Utrecht Levensverzekering N.V. Tiel Utrecht Schadeverzekering N.V. Tiel Utrecht Verzekerd Sparen N.V. Tinsky Pty Limited Tolinea B.V. Total Resources LLC Trabanca B.V. Tralose Pty Limited
56
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Tranent B.V. B.V. 79.41 Netherlands ING Prena B.V. 79.41 Trasgo B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Traslado B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Treetop B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tricor B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tripolis A C.V. C.V. - Netherlands ? - Tripolis B C.V. C.V. - Netherlands ? - Tripolis C C.V. C.V. - Netherlands ? - Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 100.00 A I B.V. Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 65.00 ING Vastgoed 35.00 A II B.V. Belegging B.V. Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 100.00 B I B.V. Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 65.00 ING Vastgoed 35.00 B II B.V. Belegging B.V. Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 100.00 C I B.V. Tripolis IJsbaanpad Beheer B.V. 100.00 Netherlands Tripolis Vastgoed B.V. 100.00 C II B.V. Tripolis Vastgoed B.V. B.V. 100.00 Netherlands ING Vastgoed Belegging 100.00 B.V. Tripudio B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Trituris B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Trompenburg Parking B.V. B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Interfinance B.V. Tropelia B.V. B.V. 99.00 Netherlands ING Lease Structured 99.00 Finance B.V. Truchot Limited Ltd. 100.00 United Kingdom Baring Trustees 50.00 Guernsey 50.00 (Guernsey) Limited International Fund Managers Limited Truckstar Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Trust Maatschappij ING B.V. 100.00 Netherlands ING Trust B.V. 100.00 Bank B.V. Tucker Roberts Tierney & Ltd. 50.00 Canada Equisure Insurance 50.00 Wilson Limited Services Ltd. Tucupido B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Tunnel onder de Noord B.V. B.V. 100.00 Netherlands ING Bank N.V. 100.00 Tuvor B.V. B.V. 100.00 Netherlands Trust Maastchappij ING 100.00 Bank B.V. U. Ringsma Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 U.B.C. (Union de Banques S.Z.A 26.59 Congo Bank Brussel Lambert 13.81 CEL Data Services 12.78 Congolaises). s.z.a.r.l. N.V. s.a. UC Mortgage Corporation Inc. 100.00 United States of ING America Insurance 100.00 America Holdings, Inc. Uiterwijk Winkel B.V. 100.00 Netherlands Belhaska XI B.V. 2.50 Oostermij B.V. 97.50 Verzekeringen B.V. Unilarse S.A. 100.00 Uruguay Middenbank Curacao N.V 100.00 United Life & Annuity Inc. 100.00 United States of ING America Insurance 100.00 Insurance Company America Holdings, Inc. United Variable Services Inc. 100.00 United States of United Life & Annuity 100.00 inc. America Insurance Company Unitres Beheer B.V. B.V. 100.00 Netherlands Unitres Holding B.V. 100.00 Unitres Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 USG Annuity & Life Company 100.00 United States of Equitable Life 100.00 America Insurance Company of Iowa UTA Finanz und Leasing GmbH GmbH 70.00 Germany ING Lease Holding 70.00 (Deutschland) GmbH Utrechtsche Algemeene N.V. 100.00 Netherlands Tiel Utrecht 100.00 Brandverzekering Schadeverzekering N.V. Maatschappij N.V. Utrechtse Financierings N.V. 100.00 Netherlands Westland/Utrecht 100.00 Bank N.V. Hypotheekbank N.V. Utrechtse Hypotheekbank N.V. 100.00 Netherlands Westland/Utrecht 100.00 N.V. Hypotheekbank N.V. Utrechtse B.V. 25.00 Netherlands CenE Bankiers N.V. 25.00 Participatiemaatschappij B.V. Utrechtse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Tranent B.V. Trasgo B.V. Traslado B.V. Treetop B.V. Tricor B.V. Tripolis A C.V. Tripolis B C.V. Tripolis C C.V. Tripolis IJsbaanpad Beheer A I B.V. Tripolis IJsbaanpad Beheer A II B.V. Tripolis IJsbaanpad Beheer B I B.V. Tripolis IJsbaanpad Beheer B II B.V. Tripolis IJsbaanpad Beheer C I B.V. Tripolis IJsbaanpad Beheer C II B.V. Tripolis Vastgoed B.V. Tripudio B.V. Trituris B.V. Trompenburg Parking B.V. Tropelia B.V. Truchot Limited Truckstar Holding B.V. Trust Maatschappij ING Bank B.V. Tucker Roberts Tierney & Wilson Limited Tucupido B.V. Tunnel onder de Noord B.V. Tuvor B.V. U. Ringsma Beheer B.V. U.B.C. (Union de Banques Congolaises). s.z.a.r.l. UC Mortgage Corporation Uiterwijk Winkel Verzekeringen B.V. Unilarse United Life & Annuity Insurance Company United Variable Services inc. Unitres Beheer B.V. Unitres Holding B.V. USG Annuity & Life Company UTA Finanz und Leasing GmbH Utrechtsche Algemeene Brandverzekering Maatschappij N.V. Utrechtse Financierings Bank N.V. Utrechtse Hypotheekbank N.V. Utrechtse Participatiemaatschappij B.V. Utrechtse Poort B.V.
57
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== V.O.F. Winkelcentrum Markt V.O.F. 50.00 Netherlands ING Vastgoed 10.00 Muller 40.00 Noorderpromenade Drachten Ontwikkeling B.V. Bouwparticipatie B.V. V.R. & V.C. Holding B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal Vaderlandsche N.V. 100.00 Netherlands Westlandsche Hypotheek 100.00 Hypotheekbank N.V. N.V. Valeron B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Valpacos B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Van den Brink & Schuiteman B.V. 100.00 Netherlands Belhaska XI B.V. 2.00 Oostermij B.V. 98.00 Assurantien B.V. Van den Heuvel Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Van der Ham Rhijngouw B.V. 100.00 Netherlands Belhaska XI B.V. 2.50 Oostermij B.V. 97.50 Assurantien B.V. Van der Hoek Adviesgroep B.V. 100.00 Netherlands Belhaska XI B.V. 2.50 Oostermij B.V. 97.50 B.V. Van Deursen & De Jong B.V. 100.00 Netherlands Belhaska XI B.V. 6.67 Oostermij B.V. 13.30 Assurantien B.V. Van Duin & Molenaar B.V. 100.00 Netherlands Belhaska XI B.V. 0.25 Oostermij B.V. 99.75 Assurantien B.V. Van Loon Beheer B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Van Meulen Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 2.85 Oostermij B.V. 97.15 Van Rensch Groep B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 2.85 Oostermij B.V. 97.15 Van Zwamen Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Vastgoed De Appelaar B.V. B.V. 100.00 Netherlands Vastgoed De Appelaar 100.00 Holding B.V. Vastgoed De Appelaar B.V. 100.00 Netherlands ING Vastgoed 100.00 Holding B.V. Ontwikkeling B.V. Vastgoed De Brink B.V. B.V. 100.00 Netherlands Vastgoed De Brink 100.00 Holding B.V. Vastgoed De Brink Holding B.V. 100.00 Netherlands ING Vastgoed 100.00 B.V. Ontwikkeling B.V. Vastgoed IJburg B.V. B.V. 100.00 Netherlands MBO Pleintoren Holding 100.00 B.V. Vastgoed Visarenddreef B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Watertorens II B.V. Vastgoed Visarenddreef B.V. 100.00 Netherlands MBO Dommelstaete 100.00 Holding B.V. Holding B.V. Vechtse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Veenstra & Gepken B.V. 100.00 Netherlands Belhaska XI B.V. 5.00 Oostermij B.V. 95.00 Assurantien B.V. Vegano Invest Ltd. Ltd. 100.00 United Kingdom Banque Bruxelles 100.00 Lambert Suisse s.a. Venak Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 0.05 Oostermij B.V. 99.05 Vendome s.a. Immobilier. S.A. 99.95 Belgium Bank Brussel Lambert 99.95 N.V. Veraz B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 4.00 Oostermij B.V. 96.00 Verbouw Support B.V. B.V. 100.00 Netherlands B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal Verenigde Bankbedrijven N.V. 100.00 Netherlands ING Bank N.V. 100.00 N.V. Vermeulen Raemdonck S.A. S.A. 80.00 Belgium Bank Brussel Lambert 80.00 N.V. Versluis Assurantien B.V. B.V. 100.00 Netherlands Belhaska XI B.V. 2.00 Oostermij B.V. 98.00 Verwaltung ABL GmbH 48.54 Germany Industrie-Beteiligungs- 48.54 Immobilienbeteiligungsgesellschaft Gesellschaft mbH mbH Verwaltung Quartier 203 GmbH 48.54 Germany BHF Immobilien-GmbH 48.54 GmbH Vestax Capital Inc. 100.00 United States of ING Advisors Network, 100.00 Corporation, Inc. America Inc. VESTAX Securities Corp. Inc. 100.00 United States of Vestax Capital 100.00 America Corporation, Inc. Via Catarina S.A. 50.00 Portugal MBO Via Catarina B.V. 50.00 "Empredimentos Imobiliarios" SA Vicar B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Vidriales B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Virgula B.V. B.V. 100.00 Netherlands ING Lease Structured 100.00 Finance B.V. Visa Belgium sc S.C. 12.50 Belgium Bank Brussel Lambert 11.93 ING Bank (Belgium) 0.57 N.V. N.V./S.A. Visalux Soc. Cooperative S.C. 34.89 Luxemburg CEL Data Services s.a. 34.89 Vitigudino B.V. B.V. 100.00 Netherlands Tuvor B.V. 100.00 Vivene B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== V.O.F. Winkelcentrum Markt Noorderpromenade Drachten V.R. & V.C. Holding B.V. Vaderlandsche Hypotheekbank N.V. Valeron B.V. Valpacos B.V. Van den Brink & Schuiteman Assurantien B.V. Van den Heuvel Beheer B.V. Van der Ham Rhijngouw Assurantien B.V. Van der Hoek Adviesgroep B.V. Van Deursen & De Jong Assurantien B.V. Van Duin & Molenaar Assurantien B.V. Van Loon Beheer B.V. Van Meulen Assurantien B.V. Van Rensch Groep B.V. Van Zwamen Holding B.V. Vastgoed De Appelaar B.V. Vastgoed De Appelaar Holding B.V. Vastgoed De Brink B.V. Vastgoed De Brink Holding B.V. Vastgoed IJburg B.V. Vastgoed Visarenddreef B.V. Vastgoed Visarenddreef Holding B.V. Vechtse Poort B.V. Veenstra & Gepken Assurantien B.V. Vegano Invest Ltd. Venak Assurantien B.V. Vendome s.a. Immobilier. Veraz B.V. Verbouw Support B.V. Verenigde Bankbedrijven N.V. Vermeulen Raemdonck S.A. Versluis Assurantien B.V. Verwaltung ABL Immobilienbeteiligungsgesellschaft mbH Verwaltung Quartier 203 GmbH Vestax Capital Corporation, Inc. VESTAX Securities Corp. Via Catarina "Empredimentos Imobiliarios" SA Vicar B.V. Vidriales B.V. Virgula B.V. Visa Belgium sc Visalux Soc. Cooperative Vitigudino B.V. Vivene B.V.
58
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Vivian Limited Ltd. 100.00 United Kingdom Baring Trustees 50.00 Guernsey 50.00 (Guernsey) Limited International Fund Managers Limited Vlietse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. VOLA Geldleningen B.V. B.V. 100.00 Netherlands B.V. 100.00 Financieringsmaatschappij VOLA Volmachtbedrijf ING Bank B.V. 100.00 Netherlands Assurantiebedrijf ING 100.00 B.V. Bank N.V. VTX Agency of Inc. 100.00 United States of VTX Agency, Inc. 100.00 Massachusetts, Inc. America VTX Agency of Michigan, Inc. 100.00 United States of VTX Agency, Inc. 100.00 Inc. America VTX Agency of Texas, Inc. Inc. 100.00 United States of VTX Agency, Inc. 100.00 America VTX Agency, Inc. Inc. 100.00 United States of Vestax Capital 100.00 America Corporation, Inc. W. Melkman & Zonen B.V. 100.00 Netherlands Oostermij B.V. 100.00 Assurantien B.V. W. Muller Assurantien B.V. B.V. 100.00 Netherlands Teer Holding B.V. 100.00 W.E.I.V. Immobilien GmbH & KG 23.30 Germany BHF Immobilien-GmbH 23.30 Co. Projekte Pankow/Weissensee KG W.M. Timmermans B.V. 100.00 Netherlands Belhaska XI B.V. 100.00 Assurantien B.V. W.N. van Twist Holding B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 W.U.H. Finanz A.G. A.G. 100.00 Switzerland Westland/Utrecht 100.00 Hypotheekbank N.V. Wabemij B.V. B.V. 100.00 Netherlands ING Prena B.V. 100.00 Warsaw I B.V. B.V. 100.00 Netherlands ING Real Estate 100.00 International Development B.V. Warsaw II B.V. B.V. 100.00 Netherlands ING Real Estate 100.00 International Development B.V. Warsaw III B.V. B.V. 100.00 Netherlands ING Real Estate (MQE) 100.00 N.V. Washington Square Inc. 100.00 United States of Washington Square 100.00 Insurance Agency, Inc. America Securities, Inc. (Puerto Rico) Washington Square Inc. 100.00 United States of ReliaStar Financial 100.00 Securities America Corp Wellington Insurance ? 100.00 Canada ING Canada P&C Inc. 100.00 Company Wellington Warranty Inc. 100.00 Canada ING Canada P&C Inc. 100.00 Company, Inc. Welstand B.V. B.V. 100.00 Netherlands Welvaert 100.00 Financieringen nv Welvaert Financieringen N.V. 100.00 Netherlands InterAdvies N.V. 100.00 N.V. Westdeutsche GmbH 9.71 Germany Bfl- 9.71 Industrieinstandhaltungs- Beteiligungsgesellschaft Verwaltungsgesellschaft mbH fur Industriewerte mbH Westermij B.V. B.V. 100.00 Netherlands Amfas Explotatie 100.00 Maatschappij B.V. Western Union Insurance ? 100.00 Canada ING Canada P&C Inc. 100.00 Company Westland/Utrecht Advies B.V. 100.00 Netherlands Westland Utrecht 100.00 B.V. Hypotheekbank N.V. Westland/Utrecht B.V. 100.00 Netherlands Westland/Utrecht 100.00 Bouwonderneming WUBO VI Leasing B.V. B.V. Westland/Utrecht B.V. 100.00 Netherlands Westland/Utrecht 100.00 Bouwonderonderneming WUBO Leasing B.V. IV B.V. Westland/Utrecht N.V. 100.00 Netherlands ING Bank N.V. 100.00 Hypotheekbank N.V. Westland/Utrecht N.V. 100.00 Belgium Nationale Omnium N.V. 100.00 Hypotheekmaatschappij N.V. Westland/Utrecht Leasing N.V. 100.00 Netherlands Westland Utrecht 100.00 B.V. Hypotheekbank N.V. Westland/Utrecht B.V. 100.00 Netherlands Nationale-Nederlanden 100.00 Projektontwikkeling B.V. Holdinvest B.V. Westland/Utrecht N.V. 100.00 Netherlands Westland/Utrecht 100.00 Verzekeringen B.V. Hypotheekbank N.V. Westlandsche Hypotheek N.V. N.V. 100.00 Netherlands Westland/Utrecht 100.00 Hypotheekbank N.V. Westment II B.V. B.V. 100.00 Netherlands Gothia Estate II B.V. 100.00 Westward Capital II B.V. B.V. 100.00 Netherlands Trust Maatschappij ING 100.00 Bank B.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Vivian Limited Vlietse Poort B.V. VOLA Geldleningen B.V. Volmachtbedrijf ING Bank B.V. VTX Agency of Massachusetts, Inc. VTX Agency of Michigan, Inc. VTX Agency of Texas, Inc. VTX Agency, Inc. W. Melkman & Zonen Assurantien B.V. W. Muller Assurantien B.V. W.E.I.V. Immobilien GmbH & Co. Projekte Pankow/Weissensee KG W.M. Timmermans Assurantien B.V. W.N. van Twist Holding B.V. W.U.H. Finanz A.G. Wabemij B.V. Warsaw I B.V. Warsaw II B.V. Warsaw III B.V. Washington Square Insurance Agency, Inc. (Puerto Rico) Washington Square Securities Wellington Insurance Company Wellington Warranty Company, Inc. Welstand B.V. Welvaert Financieringen N.V. Westdeutsche Industrieinstandhaltungs- Verwaltungsgesellschaft mbH Westermij B.V. Western Union Insurance Company Westland/Utrecht Advies B.V. Westland/Utrecht Bouwonderneming WUBO VI B.V. Westland/Utrecht Bouwonderonderneming WUBO IV B.V. Westland/Utrecht Hypotheekbank N.V. Westland/Utrecht Hypotheekmaatschappij N.V. Westland/Utrecht Leasing B.V. Westland/Utrecht Projektontwikkeling B.V. Westland/Utrecht Verzekeringen B.V. Westlandsche Hypotheek N.V. Westment II B.V. Westward Capital II B.V.
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==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Wiese Aetna Compania de S.A. 33.70 Peru Aetna S.A. 33.70 Seguros S.A. Wijkertunnel Beheer I B.V. B.V. 100.00 Netherlands Nationale Nederlanden 100.00 Interfinance B.V. Wijkertunnel Beheer II B.V. B.V. 100.00 Netherlands MKB Vliehors II B.V. 100.00 Wijkertunnel Beheer II B.V. 100.00 Netherlands Wijkertunnel Beheer II 100.00 Management B.V. B.V. Wijnegem N.V. 50.03 Belgium Nationale Nederlanden 17.70 N.V. Square 32.33 Ontwikkelingsmaatschappij Interfinance B.V. Montgomery N.V. Wilderness Associates Ass. 100.00 United States of Security Life of 100.00 America Denver Insurance Company Wilfried Euler KG 48.54 Germany BHF Immobilien-GmbH 48.54 Beteiligungsgesellschaft mbH & Co. Objekt Tempelhofer D Wilge Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Wilhelminahof MBO B.V. B.V. 100.00 Netherlands ING Vastgoed 100.00 Ontwikkeling B.V. Willbro Financial Services Ltd. 100.00 United Kingdom Williams de Broe 100.00 Ltd. Holdings Ltd. Willbro Nominees Ltd. Ltd. 100.00 United Kingdom Williams de Broe Plc. 100.00 Williams Chaplin Service Ltd. 100.00 United Kingdom Williams de Broe 100.00 Cy Ltd. Holdings Ltd. Williams de Broe Ltd. 100.00 United Kingdom Williams de Broe 100.00 Administration Ltd. Holdings Ltd. Williams de Broe Futures Ltd. 100.00 United Kingdom Williams de Broe 100.00 Ltd. Holdings Ltd. Williams de Broe Holdings Ltd. 77.46 United Kingdom Banque Bruxelles 10.00 Banque Bruxelles 5.66 Ltd. Lambert France s.a. Lambert Suisse S.A. Williams de Broe Ltd. 100.00 United Kingdom Williams de Broe 100.00 International Ltd. Holdings Ltd. Williams de Broe Ltd. 100.00 United Kingdom Williams de Broe Plc. 100.00 Investment Management Ltd. Williams de Broe Link Ltd. 100.00 United Kingdom Williams de Broe 100.00 Nominees (No 1) Ltd. Holdings Ltd. Williams de Broe Link Ltd. 100.00 United Kingdom Williams de Broe 100.00 Nominees (No 2) Ltd. Holdings Ltd. Williams de Broe Overseas Ltd. 100.00 United Kingdom Williams de Broe 100.00 Ltd. Holdings Ltd. Williams de Broe Oi. 100.00 Finland Williams de Broe 100.00 Pankkiirliike Oi. Overseas Ltd. Williams de Broe Plc. Plc. 100.00 United Kingdom Williams de Broe 100.00 Holdings Ltd. Williams de Broe Ltd. 100.00 United Kingdom Bank Brussel Lambert 100.00 Securities Ltd. N.V. Winkelfonds Nederland B.V. 100.00 Netherlands ING Dutch Retail Fund 100.00 Holding N.V. Projectvennootschappen B.V. Wolfstreet B.V. B.V. 100.00 Netherlands Wolfstreet Holding B.V. 100.00 Wolfstreet Grond B.V. B.V. 100.00 Netherlands Wolfstreet Holding B.V. 100.00 Wolfstreet Holding B.V. B.V. 100.00 Netherlands MBO Ruijters B.V. 100.00 Woonboulevard III B.V. B.V. 100.00 Netherlands Winkelfonds Nederland 100.00 Holding Projectvennootschappen B.V. World Value Fund (BAM Luxemburg ? - Managed Investment Fund) Yealme Securities Limited Ltd. 100.00 United Kingdom Baring Brothers Limited 100.00 Yvop Floorbrokers B.V. B.V. 100.00 Netherlands Extra Clearing B.V. 100.00 Zaklady Aparatury S.A. 10.20 Poland Bank Slaski S.A. w 10.20 Chemicznej "APC-Metalchem" Katowicach SA Zamenterp B.V. B.V. 50.00 Netherlands NMB Heller N.V. 50.00 Zeeuwsche Hypotheekbank N.V. 100.00 Netherlands Westlandsche Hypotheek 100.00 N.V. N.V. Zeeuwse Poort B.V. B.V. 100.00 Netherlands Westland/Utrecht 100.00 Leasing B.V. Zermatt N.V. N.V. 100.00 Netherlands Antilles Middenbank Curacao N.V. 100.00 Zil '96 B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. ZIL '97 B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Zil '98 B.V. B.V. 100.00 Netherlands ING Lease (Nederland) 100.00 B.V. Zuckerraffinerie GmbH 10.22 Germany Berliner Handels- und 10.22 Tangermunde Fr. Meyers Frankfurter Bank A G Sohn Holding GmbH Zugut B.V. B.V. 100.00 Netherlands Westland Utrecht 100.00 Hypotheekbank N.V. Zuid Nederlandsche N.V. 100.00 Netherlands Utrechtse 100.00 Hypotheekbank N.V. Hypotheekbank N.V. Zuid-Hollandsche N.V. 100.00 Netherlands Westlandsche Hypotheek 100.00 Hypotheekbank N.V. N.V. ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Wiese Aetna Compania de Seguros S.A. Wijkertunnel Beheer I B.V. Wijkertunnel Beheer II B.V. Wijkertunnel Beheer II Management B.V. Wijnegem Ontwikkelingsmaatschappij N.V. Wilderness Associates Wilfried Euler Beteiligungsgesellschaft mbH & Co. Objekt Tempelhofer D Wilge Poort B.V. Wilhelminahof MBO B.V. Willbro Financial Services Ltd. Willbro Nominees Ltd. Williams Chaplin Service Cy Ltd. Williams de Broe Administration Ltd. Williams de Broe Futures Ltd. Williams de Broe Holdings Bank Brussel 61.80 Ltd. Lambert Williams de Broe International Ltd. Williams de Broe Investment Management Ltd. Williams de Broe Link Nominees (No 1) Ltd. Williams de Broe Link Nominees (No 2) Ltd. Williams de Broe Overseas Ltd. Williams de Broe Pankkiirliike Oi. Williams de Broe Plc. Williams de Broe Securities Ltd. Winkelfonds Nederland Holding Projectvennootschappen B.V. Wolfstreet B.V. Wolfstreet Grond B.V. Wolfstreet Holding B.V. Woonboulevard III B.V. World Value Fund (BAM Managed Investment Fund) Yealme Securities Limited Yvop Floorbrokers B.V. Zaklady Aparatury Chemicznej "APC-Metalchem" SA Zamenterp B.V. Zeeuwsche Hypotheekbank N.V. Zeeuwse Poort B.V. Zermatt N.V. Zil '96 B.V. ZIL '97 B.V. Zil '98 B.V. Zuckerraffinerie Tangermunde Fr. Meyers Sohn Holding GmbH Zugut B.V. Zuid Nederlandsche Hypotheekbank N.V. Zuid-Hollandsche Hypotheekbank N.V.
60
==================================================================================================================================== Legal Total Company name Form Owned % Country Parent 1 % owned Parent 2 % owned ==================================================================================================================================== Zuidplein Beheer B.V. B.V. 50.00 Netherlands ING Vastgoed 50.00 Ontwikkeling B.V. Zweite GmbH 97.09 Germany Industrie-Beteiligungs- 97.09 Industrie-Beteiligungs- Gesellschaft mbH Gesellschaft mbH Zweite Muggelpark GmbH & KG 24.27 Germany Frankfurt Grundbesitz 24.27 Co. KG GmbH - - ---------------------------------------------------------------------------------------------------------------------------------- ==================================================================================================================== Company name Parent 3 % owned Parent 4 % owned Parent 5 % owned ==================================================================================================================== Zuidplein Beheer B.V. Zweite Industrie-Beteiligungs- Gesellschaft mbH Zweite Muggelpark GmbH & Co. KG - - ------------------------------------------------------------------------------
* Company is owned by an Individual pursuant to State Laws. There is a shareholderaggreement in place with ING America Insurance Holdings, Inc. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----