-----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, RUf7dSSMzIsVPaMAW6Fc2798NRYX6SPk09SRg4boMyoAu9Utd9qgPPhnlZWoO6KH /eK3RiKqziXrvD3rG+WzXw== 0000837276-02-000104.txt : 20020430 0000837276-02-000104.hdr.sgml : 20020430 ACCESSION NUMBER: 0000837276-02-000104 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20020429 EFFECTIVENESS DATE: 20020501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-23351 FILM NUMBER: 02623622 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000836687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05626 FILM NUMBER: 02623623 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 n4dva.txt REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on April 26, 2002 Registration Nos. 33-23351, 811-5626 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 32 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 148 [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 Linda E. Senker, Esq. Kimberly J. Smith ING ING 1475 Dunwoody Drive 1475 Dunwoody Drive West Chester, PA 19380-1478 West Chester, PA 19380-1478 (610) 425-4139 (610) 425-3427 (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, 2002 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 PROFILE AND PROSPECTUS DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT DVA FIXED AND VARIABLE ANNUITY CONTRACT ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- PROFILE OF GOLDENSELECT DVA DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT MAY 1, 2002 ---------------------------------------------------------------------- This Profile is a summary of some of the more important points that you should know and consider before investing additional premium payments in 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 described in this prospectus is a deferred variable annuity contract between you and Golden American Life Insurance Company. The Contract provides a means for you to invest on a tax-deferred basis in one or more of the mutual fund investment portfolios through our Separate Account B listed on the next page. You may not make any money, and you can even lose the money you invest. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the date on which you start receiving the annuity payments under your Contract. The amounts you accumulate during the accumulation phase will generally determine the amount of annuity payments you will receive. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. You determine (1) the amount and frequency of premium payments, (2) the investments, (3) transfers between investments, (4) the type of annuity to be paid after the accumulation phase, (5) the beneficiary who will receive the death benefits, and (6) the amount and frequency of withdrawals. DVA PROFILE PROSPECTUS BEGINS AFTER 121794 PAGE 9 OF THIS PROFILE 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 Payments are made for a specified number of years to fixed period you or your beneficiary. ------------------------------------------------------------------------------------------- Option 2 Income for life Payments are made for the rest of your life or longer with a period for a specified period such as 10 or 20 years or until certain 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 purchased 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 age 85. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,000,000. Who may purchase this Contract? The Contract is no longer being offered. It was available to 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 if you are looking for a short-term investment or if you cannot risk getting back less money than you put in. Replacing your existing annuity contract(s) with the Contract may not be beneficial to you. Your existing Contract may be subject to fees or penalties on surrender. 121792 DVA PROFILE 2 4. THE INVESTMENT PORTFOLIOS You can direct your money into (1) the Fixed Account, and/or (2) into any one or more of the following mutual fund investment portfolios through our Separate Account B. 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 All Cap Series Global Franchise Series (S Class) Liquid Asset Series Asset Allocation Growth Series Growth Series Managed Global Series Capital Appreciation Series Hard Assets Series Mid-Cap Growth Series Capital Growth Series International Enhanced EAFE Real Estate Series Capital Guardian Small Cap Series Series (S Class) Research Series Core Bond Series International Equity Series Special Situations Series Developing World Series Internet Tollkeeper* Series Strategic Equity Series Diversified Mid-Cap Series Investors Series Total Return Series Equity Growth Series (S Class) J.P. Morgan Fleming Small Value Equity Series Equity Income Series Cap Equity Series (S Class) Van Kampen Growth and Focus Value Series (S Class) Janus Growth and Income Series Income Series (formerly Fully Managed Series Large Cap Value Series Rising Dividends) Fundamental Growth Focus Limited Maturity Bond Series Series (S Class) INVESCO VARIABLE INVESTMENT FUNDS, INC. AIM VARIABLE INSURANCE FUNDS INVESCO VIF-- Financial Services Fund AIM V.I. Dent Demographic Trends Fund (Class II INVESCO VIF-- Health Sciences Fund Shares) INVESCO VIF-- Leisure Fund INVESCO VIF-- Utilities Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Growth Portfolio (Service Class 2) THE PIMCO VARIABLE INSURANCE TRUST Fidelity VIP Equity-Income Portfolio (Service Class 2) PIMCO High Yield Portfolio PIMCO StocksPLUS Growth and Income Portfolio ING VARIABLE INSURANCE TRUST PROFUNDS VP (FORMERLY PILGRIM VARIABLE INSURANCE TRUST) ProFund VP Bull ING VP Worldwide Growth Portfolio (Service Shares) ProFund VP Europe 30 (formerly Pilgrim VIT Worldwide Growth Portfolio) ProFund VP Small-Cap ING VP BOND PORTFOLIO PRUDENTIAL SERIES FUND, INC. ING VP Bond Portfolio (Class S Shares) Jennison Portfolio (Class II Shares) SP Jennison International Growth Portfolio ING VARIABLE PRODUCTS TRUST (Class II Shares) (FORMERLY ING VARIABLE PRODUCTS TRUST) ING VP Growth Opportunities Portfolio (Service Shares) (formerly Pilgrim VP Growth Opportunities Portfolio) ING VP MagnaCap Portfolio (Service Shares) (formerly Pilgrim VP MagnaCap Portfolio ING VP SmallCap Opportunities Portfolio (Service Shares) (formerly Pilgrim VP SmallCap Opportunities Portfolio) *Internet TollkeeperSM is a service mark of Goldman, Sachs & Co.
5. EXPENSES The Contract has insurance features and investment features, and there are costs related to each. The Company deducts an annual contract administrative charge of $40. We also collect a mortality and expense risk charge and an asset-based administrative charge. These 2 charges are deducted daily directly from the amounts in the investment portfolios. The annual rate of the mortality and expense risk charge is 0.90%. The asset-based administrative charge is 0.10% annually. 121794 DVA PROFILE 3 Mortality & Expense Risk Charge......... 0.90% Asset-Based Administrative Charge....... 0.10% ----- Total.............................. 1.00% Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.54% to 2.26% annually (see following table) of the portfolio's average daily net asset balance. If you withdraw money from your Contract, or if you begin receiving annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct a distribution fee (annual sales load) in an annual amount of 1.00% of each premium at the end of each contract year for a period of 6 years from the date we receive and accept each premium payment. We deduct a withdrawal charge for each regular withdrawal after the first in a contract year. The withdrawal charge is the lesser of $25 or 2% of each withdrawal. We deduct a surrender charge if you surrender your Contract or withdraw an amount exceeding the free withdrawal amount. The free withdrawal amount in any year is 15% of your contract value on the date of the withdrawal less any prior withdrawals during that contract year. The following table shows the schedule of the surrender charge that will apply. The surrender charge is a percent of each premium payment. COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+ SINCE PREMIUM PAYMENT SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0% The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column includes the mortality and expense risk charge, the asset-based administrative charge, and reflects the annual contract administrative charge as 0.06% (based on an average contract value of $69,000). The "Total Annual Investment Portfolio Charges" column reflects the portfolio charges for each portfolio and is based on actual expenses as of December 31, 2001, except for (i) portfolios that commenced operations during 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. The Examples above include the 1.00% distribution fee (annual sales load) and the Year 1 examples above include a 6% surrender charge. 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%. 121794 DVA 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 All Cap 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- Capital Appreciation 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Capital Growth 1.06% 1.02% 2.08% $ 91 $ 295 - ----------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Core Bond 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- Developing World 1.06% 1.76% 2.82% $ 99 $ 366 - ----------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- Equity Growth 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- Equity Income 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Focus Value 1.06% 1.06% 2.12% $ 92 $ 299 - ----------------------------------------------------------------------------------------------------------------- Fully Managed 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Fundamental Growth 1.06% 1.06% 2.12% $ 92 $ 299 - ----------------------------------------------------------------------------------------------------------------- Global Franchise 1.06% 1.26% 2.32% $ 94 $ 319 - ----------------------------------------------------------------------------------------------------------------- Growth 1.06% 1.02% 2.08% $ 91 $ 295 - ----------------------------------------------------------------------------------------------------------------- Hard Assets 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- International Enhanced EAFE 1.06% 1.26% 2.32% $ 94 $ 319 - ----------------------------------------------------------------------------------------------------------------- International Equity 1.06% 1.26% 2.32% $ 94 $ 319 - ----------------------------------------------------------------------------------------------------------------- Internet Tollkeeper 1.06% 1.86% 2.92% $ 100 $ 375 - ----------------------------------------------------------------------------------------------------------------- Investors 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity 1.06% 1.16% 2.22% $ 93 $ 309 - ----------------------------------------------------------------------------------------------------------------- Janus Growth and Income 1.06% 1.11% 2.17% $ 92 $ 304 - ----------------------------------------------------------------------------------------------------------------- Large Cap Value 1.06% 1.01% 2.07% $ 91 $ 294 - ----------------------------------------------------------------------------------------------------------------- Limited Maturity Bond 1.06% 0.54% 1.60% $ 87 $ 246 - ----------------------------------------------------------------------------------------------------------------- Liquid Asset 1.06% 0.54% 1.60% $ 87 $ 246 - ----------------------------------------------------------------------------------------------------------------- Managed Global 1.06% 1.26% 2.32% $ 94 $ 319 - ----------------------------------------------------------------------------------------------------------------- Mid-Cap Growth 1.06% 0.89% 1.95% $ 90 $ 282 - ----------------------------------------------------------------------------------------------------------------- Real Estate 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Research 1.06% 0.89% 1.95% $ 90 $ 282 - ----------------------------------------------------------------------------------------------------------------- Special Situations 1.06% 1.11% 2.17% $ 92 $ 304 - ----------------------------------------------------------------------------------------------------------------- Strategic Equity 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Total Return 1.06% 0.89% 1.95% $ 90 $ 282 - ----------------------------------------------------------------------------------------------------------------- Value Equity 1.06% 0.95% 2.01% $ 91 $ 288 - ----------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income 1.06% 0.95% 2.01% $ 91 $ 288 AIM VARIABLE INSURANCE FUND - ----------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund 1.06% 1.45% 2.51% $ 96 $ 337 - ----------------------------------------------------------------------------------------------------------------- FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income 1.06% 0.84% 1.90% $ 90 $ 277 - ----------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth 1.06% 0.93% 1.99% $ 91 $ 286 - ----------------------------------------------------------------------------------------------------------------- ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth 1.06% 1.23% 2.29% $ 94 $ 316 ING VARIABLE PRODUCTS TRUST - ----------------------------------------------------------------------------------------------------------------- ING VP Growth Opportunities 1.06% 1.10% 2.16% $ 92 $ 303 - ----------------------------------------------------------------------------------------------------------------- ING VP MagnaCap 1.06% 1.10% 2.16% $ 92 $ 303 - ----------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities 1.06% 1.10% 2.16% $ 92 $ 303 - ----------------------------------------------------------------------------------------------------------------- 121794 DVA PROFILE 5 - ----------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------- ING VP BOND PORTFOLIO - ----------------------------------------------------------------------------------------------------------------- ING VP Bond 1.06% 0.75% 1.81% $ 89 $ 268 - ----------------------------------------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. - ----------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Financial Services 1.06% 1.07% 2.13% $ 92 $ 300 - ----------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences 1.06% 1.06% 2.12% $ 92 $ 299 - ----------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure 1.06% 1.39% 2.45% $ 95 $ 331 - ----------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities 1.06% 1.37% 2.43% $ 95 $ 329 THE PIMCO VARIABLE INSURANCE TRUST - ----------------------------------------------------------------------------------------------------------------- PIMCO High Yield 1.06% 0.75% 1.81% $ 89 $ 268 - ----------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income 1.06% 0.65% 1.71% $ 88 $ 258 PIONEER VARIABLE CONTRACTS TRUST - ----------------------------------------------------------------------------------------------------------------- Pioneer Fund VCT 1.06% 1.04% 2.10% $ 92 $ 297 - ----------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT 1.06% 1.11% 2.17% $ 92 $ 304 PROFUNDS VP - ----------------------------------------------------------------------------------------------------------------- ProFund VP Bull 1.06% 1.98% 3.04% $ 101 $ 383 - ----------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 1.06% 1.89% 2.95% $ 100 $ 377 - ----------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap 1.06% 2.25% 3.31% $ 104 $ 409 - ----------------------------------------------------------------------------------------------------------------- THE PRUDENTIAL SERIES FUND, INC. Jennison 1.06% 1.04% 2.10% $ 92 $ 297 - ----------------------------------------------------------------------------------------------------------------- SP Jennison International Growth 1.06% 2.26% 3.32% $ 104 $ 410 - -----------------------------------------------------------------------------------------------------------------
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, begin receiving annuity payments, or we pay a death benefit. 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. 121794 DVA PROFILE 6 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 amount withdrawn. 7. WITHDRAWALS You can withdraw your money at any time during the accumulation phase. You may elect in advance to take systematic withdrawals which are described on page 8. Withdrawals above the free withdrawal amount may be subject to a surrender charge. In addition, if you take more than one withdrawal (other than a systematic withdrawal) during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional withdrawal. Income taxes and a penalty tax may apply to amounts withdrawn. 8. PERFORMANCE The value of your Contract will fluctuate depending on the investment performance of the portfolio(s) you choose. The following chart shows average annual total return for each portfolio that was in operation for the entire year of 2001. These numbers reflect the deduction of the mortality and expense risk charge, the asset-based administrative charge and the annual contract fee, but do not reflect deductions for the distribution fee (annual sales load) and any withdrawal charges. If such charges were reflected, they would have the effect of reducing performance. Please keep in mind that past performance is not a guarantee of future results.
- ------------------------------------------------------------------------------------------------------------------------------ CALENDAR YEAR INVESTMENT PORTFOLIO 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------------------ Managed by A I M Capital Management, Inc. Capital Appreciation(1) -13.81% -16.12% 23.34% 11.49% 27.61% 18.82% 28.81% -2.63% 7.17% -- Strategic Equity -21.87% -13.38% 54.62% -0.23% 21.87% 17.97% -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Alliance Capital Management L.P. Capital Growth(2) -14.55% -18.00% 24.24% 10.79% 23.84% -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Baring International Investment Limited Developing World(2) -6.21% -34.51% 59.99% -- -- -- -- -- -- -- Hard Assets(2) -12.96% -5.74% 22.07% -30.34% 5.05% 31.55% 9.53% 1.45% 48.37% -10.77% - ------------------------------------------------------------------------------------------------------------------------------ Managed by Capital Guardian Trust Company Large Cap Value -4.61% Managed Global(3) -12.75% -15.47% 61.61% 27.96% 10.99% 11.03% 6.19% -13.62% 5.04% -- Capital Guardian Small Cap(3) -2.50% -19.12% 49.04% 19.72% 9.16% 18.84% -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Eagle Asset Management, Inc. Value Equity -5.40% 7.63% -0.55% 0.48% 25.95% 9.37% 34.28% -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Fidelity Management & Research Co. Diversified Mid-Cap -7.57% -- -- -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by ING Investment Management, LLC Limited Maturity Bond 7.62% 6.60% 0.06% 5.74% 5.55% 3.18% 10.55% -2.23% 5.08% 3.73% Liquid Asset 2.74% 4.94% 3.63% 3.94% 3.98% 3.83% 4.41% 2.60% 1.55% 2.03% - ------------------------------------------------------------------------------------------------------------------------------ Managed by ING Investments, LLC International Equity(6) -23.41% -26.69% 51.84% 4.24% -- -- -- -- -- -- ING VP Worldwide -- Growth -19.35% -- -- -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Janus Capital Management LLC Growth(2) -3078% -22.82% 76.30% 25.50% 14.55% -- -- -- -- -- Janus Growth and Income -10.40% -- -- -- -- -- -- -- -- -- Special Situations -5.99% -- -- -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ 121794 DVA PROFILE 7 - ------------------------------------------------------------------------------------------------------------------------------ CALENDAR YEAR INVESTMENT PORTFOLIO 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 - ------------------------------------------------------------------------------------------------------------------------------ Managed by Massachusetts Financial Services Company Mid-Cap Growth -24.28% 7.04% 77.21% 21.53% 18.41% 19.23% 28.10% -- -- -- Research -22.15% -5.55% 22.93% 21.76% 18.86% 21.84% 35.15% -- -- -- Total Return -0.57% 15.28% 2.29% 10.42% 19.60% 12.37% 23.23% -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Pacific Investment Management Company Core Bond(4) 1.36% -0.11% -9.58% 10.67% -0.40% 3.85% 15.16% -- -- -- PIMCO High Yield 1.25% -1.91% 1.93% -- -- -- -- -- -- -- PIMCO StocksPLUS Growth and Income -12.30% -10.45% 18.59% -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Prudential Series Fund, Inc. Jennison Portfolio -19.34% -- -- -- -- -- -- -- -- -- SP Jennison International -36.39% -- -- -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by Salomon Brothers Asset Management Investors -5.25% -- -- -- -- -- -- All Cap 0.82% -- -- -- -- -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------ Managed by T. Rowe Price Associates, Inc. Equity Income(2) 0.27% 11.75% -1.77% 7.12% 16.21% 7.55% 17.69% -2.22% 9.96% 0.80% Fully Managed 8.68% 20.70% 5.79% 4.78% 14.14% 15.01% 19.45% -8.25% 6.45% 5.11% - ------------------------------------------------------------------------------------------------------------------------------ Managed by Van Kampen Real Estate(5) 6.94% 29.63% -4.83% -14.37% 21.50% 33.56% 15.37% 5.22% 16.04% 12.67% Van Kampen Growth -12.80% -3.15% 14.66% 12.94% 28.47% 19.20% 29.70% -0.47% and Income(7) - ------------------------------------------------------------------------------------------------------------------------------
- -------------------------- (1) Prior to April 1, 1999, a different firm managed the Portfolio. (2) Prior to March 1, 1999, a different firm managed the Portfolio. (3) Prior to February 1, 2000, a different firm managed the Portfolio. (4) Prior to May 1, 2001, a different firm managed the Portfolio using a different investment style. (5) Prior to May 1, 2000, a different firm managed the Portfolio. (6) Prior to December 14, 2001, a different firm managed the Portfolio. (7) Prior to January 29, 2002, a different firm managed the Portfolio. 9. DEATH BENEFIT If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset investment portfolio will be the lesser of the 7% annual effective rate or the net rate of return for the portfolio during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. 121794 DVA PROFILE 8 If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value; and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the Contract after subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. If you die after the annuity start date and you are the annuitant, your beneficiary will receive the death benefit you chose under the annuity option then in effect. Please see "Federal Tax Considerations" in the prospectus. 10. OTHER INFORMATION FREE LOOK. You may cancel the Contract within 10 days after you receive it. If applicable state law requires a longer free look period, or the return of the premium paid, the Company will comply. If you exercise your right to cancel, we will return the greater of (a) the premium payments made and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your investment portfolios as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. Currently there is no charge for transfers, and we do not limit the number of transfers allowed. The Company may, in the future, charge a $25 fee for any transfer after the twelfth transfer in a contract year or limit the number of transfers allowed. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. ADDITIONAL FEATURES. This Contract has other features you may be interested in. There is no additional charge for these features. These include: Dollar Cost Averaging. This is a program that allows you to invest a fixed amount of money in the investment portfolios each month, which may give you a lower average cost per unit over time than a single one-time purchase. Dollar cost averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. This option is currently available only if you have $10,000 or more in the Limited Maturity Bond or the Liquid Asset investment portfolios. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. Within limits these withdrawals will not result in any withdrawal charge. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. 11. INQUIRIES If you need more information after reading this prospectus, please contact us at: CUSTOMER SERVICE CENTER P.O. BOX 2700 WEST CHESTER, PENNSYLVANIA 19380 (800) 366-0066 or your registered representative. 121794 DVA PROFILE 9 This page intentionally left blank. - -------------------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT DVA - -------------------------------------------------------------------------------- MAY 1, 2002 This prospectus describes GoldenSelect DVA, a group and individual deferred variable annuity contract (the "Contract") offered formerly by Golden American Life Insurance Company (the "Company," "we" or "our"). The Contract was 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 mutual fund investment portfolios. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select. The mutual fund investment portfolios are purchased and held by corresponding divisions of our Separate Account B. We refer to the divisions as "subaccounts" in this prospectus. The investment portfolios available under your Contract and the portfolio managers are listed on the back of this cover. You have a right to return a Contract within 10 days after you receive it for a full refund of the contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states. REPLACING AN EXISTING ANNUITY WITH THE CONTRACT MAY NOT BE BENEFICIAL TO YOU. YOUR EXISTING ANNUITY MAY BE SUBJECT TO FEES OR PENALTIES ON SURRENDER, AND THE CONTRACT MAY HAVE NEW CHARGES. This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information ("SAI"), dated May 1, 2002, has been filed with the Securities and Exchange Commission ("SEC"). 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 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 ANY SUBACCOUNT THROUGH THE GCG TRUST, THE AIM VARIABLE INSURANCE FUNDS, FIDELITY VARIABLE INSURANCE PRODUCTS FUND, THE ING VARIABLE INSURANCE TRUST, THE ING VARIABLE PRODUCTS TRUST, THE ING VP BOND PORTFOLIO, THE INVESCO VARIABLE INVESTMENT FUNDS, INC. THE PIMCO VARIABLE INSURANCE TRUST, THE PIONEER VARIABLE CONTRACTS TRUST, THE PROFUNDS, OR THE PRUDENTIAL SERIES FUND, INC., 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. - -------------------------------------------------------------------------------- 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:
THE GCG TRUST All Cap Series Global Franchise Series (S Class) Liquid Asset Series Asset Allocation Growth Series Growth Series Managed Global Series Capital Appreciation Series Hard Assets Series Mid-Cap Growth Series Capital Growth Series International Enhanced EAFE Real Estate Series Capital Guardian Small Cap Series Series (S Class) Research Series Core Bond Series International Equity Series Special Situations Series Developing World Series Internet Tollkeeper* Series Strategic Equity Series Diversified Mid-Cap Series Investors Series Total Return Series Equity Growth Series J.P. Morgan Fleming Small Value Equity Series Equity Income Series (S Class) Cap Equity Series (S Class) Van Kampen Growth and Focus Value Series (S Class) Janus Growth and Income Series Income Series (formerly Fully Managed Series Large Cap Value Series Rising Dividends) Fundamental Growth Focus Limited Maturity Bond Series Series (S Class) INVESCO VARIABLE INVESTMENT FUNDS, INC. AIM VARIABLE INSURANCE FUNDS INVESCO VIF-- Financial Services Fund AIM V.I. Dent Demographic Trends Fund (Class II INVESCO VIF-- Health Sciences Fund Shares) INVESCO VIF-- Leisure Fund INVESCO VIF-- Utilities Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Growth Portfolio (Service Class 2) THE PIMCO VARIABLE INSURANCE TRUST Fidelity VIP Equity-Income Portfolio (Service Class 2) PIMCO High Yield Portfolio ING VARIABLE INSURANCE TRUST PROFUNDS VP (FORMERLY PILGRIM VARIABLE INSURANCE TRUST) ProFund VP Bull ING VP Worldwide Growth Portfolio (Service Shares) ProFund VP Europe 30 (formerly Pilgrim VIT Worldwide Growth Portfolio) ProFund VP Small-Cap ING VP BOND PORTFOLIO PRUDENTIAL SERIES FUND, INC. ING VP Bond Portfolio (Class S Shares) Jennison Portfolio (Class II Shares) SP Jennison International Growth Portfolio ING VARIABLE PRODUCTS TRUST (Class II Shares) (FORMERLY ING VARIABLE PRODUCTS TRUST) ING VP Growth Opportunities Portfolio (Service Shares) (formerly Pilgrim VP Growth Opportunities Portfolio) ING VP MagnaCap Portfolio (Service Shares) (formerly Pilgrim VP MagnaCap Portfolio ING VP SmallCap Opportunities Portfolio (Service Shares) (formerly Pilgrim VP SmallCap Opportunities Portfolio) *Internet TollkeeperSM 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.................................................. 8 Golden American Life Insurance Company................................... 9 The Trusts and Funds...................................................... 11 The Investment Portfolios................................................ 11 The Annuity Contract..................................................... 17 Contract Date and Contract Year ................................... 18 Annuity Start Date................................................. 18 Contract Owner..................................................... 18 Annuitant.......................................................... 18 Beneficiary........................................................ 18 Purchase and Availability of the Contract.......................... 19 Crediting of Premium Payments...................................... 19 Administrative Procedures.......................................... 20 Contract Value..................................................... 20 Cash Surrender Value............................................... 20 Surrendering to Receive the Cash Surrender Value................... 20 The Subaccounts.................................................... 21 Addition, Deletion or Substitution of Subaccounts and Other Changes 21 Other Contracts.................................................... 21 Other Important Provisions......................................... 21 Withdrawals.............................................................. 21 Transfers Among Your Investments......................................... 23 Transfers by Third Parties......................................... 24 Dollar Cost Averaging.............................................. 24 Death Benefit............................................................ 24 Death Benefit During the Accumulation Phase........................ 24 How to Claim Payments to Beneficiary............................... 25 When We Make Payments.............................................. 25 Death Benefit During the Income Phase.............................. 25 Required Distributions upon Contract Owner's Death................. 25 Charges and Fees......................................................... 26 Charge Deduction Subaccount........................................ 26 Charges Deducted from the Contract Value........................... 26 Distribution Fee.............................................. 26 Surrender Charge.............................................. 27 Free Withdrawal Amount........................................ 27 i - -------------------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - -------------------------------------------------------------------------------- PAGE Surrender Charge for Excess Withdrawals....................... 27 Premium Taxes................................................. 27 Administrative Charge......................................... 28 Transfer Charge............................................... 28 Regular Withdrawal Charge..................................... 28 Charges Deducted from the Subaccounts.............................. 28 Mortality and Expense Risk Charge............................. 28 Asset-Based Administrative Charge............................. 28 Trust and Fund Expenses........................................... 28 The Annuity Options...................................................... 28 Other Contract Provisions................................................ 30 Other Information........................................................ 32 Federal Tax Considerations............................................... 33 Statement of Additional Information Table of Contents.................................................. 38 Appendix A Condensed Financial Information.................................... A1 Appendix B Description of Underlying Investment Options....................... 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 8 Annuitant 18 Annuity Start Date 18 Cash Surrender Value 20 Contract Date 18 Contract Owner 18 Contract Value 20 Contract Year 18 Free Withdrawal Amount 27 Net Investment Factor 8 Death Benefit 24 The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract: TERMS USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT Accumulation Unit Value Index of Investment Experience Annuity Start Date Annuity Commencement Date Contract Owner Owner or Certificate Owner Contract Value Accumulation Value Transfer Charge Excess Allocation Charge Free Look Period Right to Examine Period Guaranteed Interest Period Guarantee Period Subaccount(s) Division(s) Net Investment Factor Experience Factor Regular Withdrawals Conventional Partial Withdrawals Withdrawals Partial Withdrawals - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- OWNER TRANSACTION EXPENSE (deducted from contract value) Distribution Fee (annual sales load) as a percentage of the initial and each additional premium, deducted at the end of each contract year following receipt of each premium over a six year period from the date we receive and accept each premium payment ...................................... 1.00%* * Contracts with a contract date prior to May 3, 1993 and the prospectus delivered in connection with such contracts described the sales load, which is equivalent to the combination of the distribution fee described above and surrender charge described below. Limited Edition contracts and the prospectus delivered in connection with such contracts also described the sales load as a deferred load. CONTRACT OWNER TRANSACTION EXPENSES Surrender Charge: COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+ SINCE PREMIUM PAYMENT SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0% Transfer Charge.............................................. None** ** We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year. ANNUAL CONTRACT ADMINISTRATIVE CHARGE Administrative Charge........................................ $40 (We waive this charge if premium payments paid in the first contract year are $100,000 or more.) WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal after the first in a contract year) not to exceed............ $25 SEPARATE ACCOUNT ANNUAL CHARGES*** Mortality and Expense Risk Charge............................ 0.90% Asset-Based Administrative Charge............................ 0.10% ----- Total Separate Account Charges............................... 1.00% ***As a percentage of average assets in each subaccount. THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio): 2
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ----------------------------------------------------------------------------------------------------------------------------------- All Cap 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- Capital Appreciation 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Capital Growth 1.01% 0.00% 0.01% 1.02% 0.00% 1.02% - ----------------------------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Core Bond(1) 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- Developing World 1.75% 0.00% 0.01% 1.76% 0.00% 1.76% - ----------------------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- Equity Growth(2) 0.75% 0.25% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- Equity Income 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Focus Value(2) 0.80% 0.25% 0.01% 1.06% 0.00% 1.06% - ----------------------------------------------------------------------------------------------------------------------------------- Fully Managed 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Fundamental Growth(2) 0.80% 0.25% 0.01% 1.06% 0.00% 1.06% - ----------------------------------------------------------------------------------------------------------------------------------- Global Franchise(2) 1.00% 0.25% 0.01% 1.26% 0.00% 1.26% - ----------------------------------------------------------------------------------------------------------------------------------- Growth (3) 1.01% 0.00% 0.01% 1.02% 0.00% 1.02% - ----------------------------------------------------------------------------------------------------------------------------------- Hard Assets 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- International Enhanced EAFE(2) 1.00% 0.25% 0.01% 1.26% 0.00% 1.26% - ----------------------------------------------------------------------------------------------------------------------------------- International Equity(1) 1.25% 0.00% 0.01% 1.26% 0.00% 1.26% - ----------------------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper (1) 1.85% 0.00% 0.01% 1.86% 0.00% 1.86% - ----------------------------------------------------------------------------------------------------------------------------------- Investors 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity(2) 0.90% 0.25% 0.01% 1.16% 0.00% 1.16% - ----------------------------------------------------------------------------------------------------------------------------------- Janus Growth and Income 1.10% 0.00% 0.01% 1.11% 0.00% 1.11% - ----------------------------------------------------------------------------------------------------------------------------------- Large Cap Value 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ----------------------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond 0.53% 0.00% 0.01% 0.54% 0.00% 0.54% - ----------------------------------------------------------------------------------------------------------------------------------- Liquid Asset 0.53% 0.00% 0.01% 0.54% 0.00% 0.54% - ----------------------------------------------------------------------------------------------------------------------------------- Managed Global 1.25% 0.00% 0.01% 1.26% 0.00% 1.26% - ----------------------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ----------------------------------------------------------------------------------------------------------------------------------- Real Estate 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Research 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ----------------------------------------------------------------------------------------------------------------------------------- Special Situations 1.10% 0.00% 0.01% 1.11% 0.00% 1.11% - ----------------------------------------------------------------------------------------------------------------------------------- Strategic Equity 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Total Return 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ----------------------------------------------------------------------------------------------------------------------------------- Value Equity 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income(4) 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - -----------------------------------------------------------------------------------------------------------------------------------
(1) Annualized. (2) Estimated investment advisory fee for year 2002. (3) DSI has agreed to a voluntary waiver of 0.05% of assets in excess of $1.3 billion with respect to the Growth Series through December 31, 2002. (4) DSI has agreed to a voluntary waiver of 0.05% of assets in excess of $840 million with respect to the Van Kampen Growth and Income Series through December 31, 2002. 3 AIM VARIABLE INSURANCE FUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES(1) REDUCTIONS(1) REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ AIM V.I. Dent Demographic Trends (Class II Shares) 0.85% 0.25% 0.59% 1.69% 0.24% 1.45% - ------------------------------------------------------------------------------------------------------------------------------------
(1) Compensation to the Company for administrative or recordkeeping services may be paid out of fund assets in an amount up to 0.25% annually. Any such fees paid from the AIM Funds' assets are included in the "Other Expenses" column. (2) The Fund's advisor has contractually agreed to waive advisory fees or reimburse expenses of Series I or Series II shares to the extent necessary to limit Total Fund Annual Expenses (excluding Rule 12b-1 Plan fees, if any, interest, taxes, dividend expense on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) to 1.30%. Further, the Fund's distributor has agreed to reimburse Rule 12b-1 Distribution Plan fees to the extent necessary to limit Series II Total Fund Annual Expenses to 1.45%. Management (Advisory) Fees and 12b-1 Fee were 0.71% and 0.15%, respectively, after fee waivers and reimbursements. FIDELITY VARIABLE INSURANCE PRODUCTS FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ Fidelity VIP Equity-Income (Service Class 2) 0.48% 0.25% 0.11% 0.84% 0.00% 0.84% - ------------------------------------------------------------------------------------------------------------------------------------ Fidelity VIP Growth (Service Class 2) 0.58% 0.25% 0.10% 0.93% 0.00% 0.93% - ------------------------------------------------------------------------------------------------------------------------------------
(1) Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund's custodian expenses. These offsets may be discontinued at any time. 4 ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS REDUCTIONS(1) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ ING VP Worldwide Growth (Service Shares) 1.00% 0.25% 1.72% 2.97% 1.74% 1.23% - ------------------------------------------------------------------------------------------------------------------------------------
(1) ING Investments, LLC has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by ING Investments, LLC is shown under the heading "Total Waivers or Reductions" in the table above. For the Worldwide Growth Portfolio, the expense limits will continue through at least December 31, 2002. ING VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS REDUCTIONS(1) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ ING VP Growth Opportunities (CService Shares) 0.75% 0.25% 1.58% 2.58% 1.48% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------ ING VP MagnaCap (Service Shares) 0.75% 0.25% 0.53% 1.53% 0.43% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------ ING VP SmallCap Opportunities (Service Shares) 0.75% 0.25% 0.71% 1.71% 0.61% 1.10% - ------------------------------------------------------------------------------------------------------------------------------------
(1) ING Investments, LLC has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by ING Investments, LLC is shown under the heading "Total Waivers or Reductions" in the table above. The expense limits for these Portfolios will continue through at least October 31, 2002. 5 ING VP BOND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ ING VP Bond Portfolio (Class S Shares) 0.40% 0.25% 0.10% 0.75% 0.00% 0.75% - ------------------------------------------------------------------------------------------------------------------------------------
(1) The table above shows the estimated operating expenses for Class S shares of the Portfolio as a ratio of expenses to average daily net assets. Because Class S shares are new, these estimates are based on the Portfolio's actual operating expenses for Class R shares for the Portfolio's most recently completed fiscal year and fee waivers to which the investment adviser has agreed for the Portfolio. Because Class S shares are new, Other Expenses is the amount of Other Expenses incurred by Class R shareholders for the year ended December 31, 2001. INVESCO VARIABLE INVESTMENT FUNDS, INC. ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ INVESCO VIF -- Financial Services 0.75% 0.00% 0.32% 1.07% 0.00% 1.07% - ------------------------------------------------------------------------------------------------------------------------------------ INVESCO VIF -- Health Sciences 0.75% 0.00% 0.31% 1.06% 0.00% 1.06% - ------------------------------------------------------------------------------------------------------------------------------------ INVESCO VIF-- Leisure 0.75% 0.00% 0.64% 1.39% 0.00% 1.39% - ------------------------------------------------------------------------------------------------------------------------------------ INVESCO VIF-- Utilities(2) 0.60% 0.00% 0.77% 1.37% 0.00% 1.37% - ------------------------------------------------------------------------------------------------------------------------------------
(1) The Fund's actual Other Expenses and Total Fund Annual Expenses were lower than the figures shown because its custodian fees were reduced under an expense offset arrangement. (2) Certain expenses of the Fund were absorbed voluntarily by INVESCO pursuant to a commitment between the Fund and INVESCO. This commitment may be changed at any time following consultation with the board of directors. After absorption, but excluding any expense offset arrangements, the Fund's Other Expenses and Total Fund Annual Expenses for the fiscal year ended December 31, 2001 were 0.55% and 1.15%, respectively, of the Fund's average net assets. 6 THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES(1) REDUCTIONS REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ PIMCO High Yield 0.25% 0.15% 0.36% 0.76% 0.01% 0.75% - ------------------------------------------------------------------------------------------------------------------------------------ PIMCO StocksPLUS Growth and Income 0.40% 0.15% 0.12% 0.67% 0.02% 0.65% - ------------------------------------------------------------------------------------------------------------------------------------
(1) "Other Expenses" reflects a 0.35% administrative fee for the High Yield 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 and StocksPLUS Growth and Income Portfolios, respectively. Without such reductions, Total Annual Expenses for the fiscal year ended December 31, 2001 would have been 0.76% and 0.67% 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. 7 PIONEER VARIABLE CONTRACTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ Pioneer Fund VCT (Class II Shares) 0.65% 0.25% 0.14% 1.04% 0.00% 1.04% - ------------------------------------------------------------------------------------------------------------------------------------ Pioneer Mid-Cap Value VCT (Class II Shares) 0.65% 0.25% 0.21% 1.11% 0.00% 1.11% - ------------------------------------------------------------------------------------------------------------------------------------
(1) Fees and expenses based on portfolio's latest fiscal year ended December 31, 2001. PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ ProFund VP Bull 0.75% 0.25% 1.25% 2.25% 0.27% 1.98% - ------------------------------------------------------------------------------------------------------------------------------------ ProFund VP Europe 30 0.75% 0.25% 0.89% 1.89% 0.00% 1.89% - ------------------------------------------------------------------------------------------------------------------------------------ ProFund VP Small-Cap 0.75% 0.25% 1.65% 2.65% 0.40% 2.25% - ------------------------------------------------------------------------------------------------------------------------------------
(1) Investment Advisory Fees and Expenses for the ProFund VPs Bull, Small-Cap and Europe 30 are for the period ending December 31, 2001. (2) ProFund Advisors has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse other expenses to the extent the Fund's Total Annual Operating Expenses exceed 1.98% for ProFund VP Bull and 2.25% for ProFund VP Small-Cap of the Fund's average daily net assets through December 31, 2002. After such date, the expense limitation may be terminated or revised. A waiver or reimbursement lowers the expense ratio and increases overall returns to the investors. 8 THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ Jennison (Class II Shares) 0.60% 0.25% 0.19% 1.04% 0.00% 1.04% SP Jennison International Growth (Class II Shares)(1) 0.85% 0.25% 1.16% 2.26% 0.00% 2.26% - ------------------------------------------------------------------------------------------------------------------------------------
(1) For the year ended December 31, 2001, the Portfolio's investment adviser voluntarily subsidized a portion of the Portfolio's total expenses. This subsidy is not reflected in the table above. Had this subsidy of 0.62% been reflected above, Total Net Fund Annual Expenses would have been 1.64%. 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. EXAMPLES: The following two examples are designed to show you the expenses you would pay on a $1,000 investment that earns 5% annually. The examples reflect the deduction of a distribution fee (for the first 6 years only), a mortality and expense risk charge, an asset-based administrative charge, and the annual contract administrative charge as an annual charge of 0.06% of assets (based on a average contract value of $69,000). Note that surrender charges apply if you choose to annuitize your Contract within the first 3 contract years or if you surrender your contract within the first 6 contract years. Thus, in the event you annuitize your Contract under circumstances which require a surrender charge, you should refer to Example 1 below which assume applicable surrender charges. 9 Example 1: If you surrender or, for 1 year or 3 years, 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 All Cap $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- Capital Appreciation $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Capital Growth $ 91 $135 $180 $292 - ------------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Core Bond $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- Developing World $ 99 $157 $216 $363 - ------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- Equity Growth $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- Equity Income $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Focus Value $ 92 $136 $182 $296 - ------------------------------------------------------------------------------------------------------------------- Fully Managed $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Fundamental Growth $ 92 $136 $182 $296 - ------------------------------------------------------------------------------------------------------------------- Global Franchise $ 94 $142 $192 $316 - ------------------------------------------------------------------------------------------------------------------- Growth $ 91 $135 $180 $292 - ------------------------------------------------------------------------------------------------------------------- Hard Assets $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- International Enhanced EAFE $ 94 $142 $192 $316 - ------------------------------------------------------------------------------------------------------------------- International Equity $ 94 $142 $192 $316 - ------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper $100 $159 $221 $372 - ------------------------------------------------------------------------------------------------------------------- Investors $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity $ 93 $139 $187 $306 - ------------------------------------------------------------------------------------------------------------------- Janus Growth and Income $ 92 $137 $184 $301 - ------------------------------------------------------------------------------------------------------------------- Large Cap Value $ 91 $134 $179 $291 - ------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond $ 86 $120 $155 $243 - ------------------------------------------------------------------------------------------------------------------- Liquid Asset $ 86 $120 $155 $243 - ------------------------------------------------------------------------------------------------------------------- Managed Global $ 94 $142 $192 $316 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth $ 90 $131 $173 $279 - ------------------------------------------------------------------------------------------------------------------- Real Estate $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Research $ 90 $131 $173 $279 - ------------------------------------------------------------------------------------------------------------------- Special Situations $ 92 $137 $184 $301 - ------------------------------------------------------------------------------------------------------------------- Strategic Equity $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Total Return $ 90 $131 $173 $279 - ------------------------------------------------------------------------------------------------------------------- Value Equity $ 90 $132 $176 $285 - ------------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income $ 90 $132 $176 $285 AIM VARIABLE INSURANCE FUND - ------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund $ 95 $147 $201 $334 - ------------------------------------------------------------------------------------------------------------------- FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income $ 89 $129 $171 $274 - ------------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth $ 90 $132 $175 $283 - ------------------------------------------------------------------------------------------------------------------- ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth $ 93 $141 $190 $313 ING VP BOND PORTFOLIO - ------------------------------------------------------------------------------------------------------------------- ING VP Bond $ 88 $126 $166 $265 - ------------------------------------------------------------------------------------------------------------------- ING VARIABLE PRODUCTS TRUST - ------------------------------------------------------------------------------------------------------------------- ING VP Growth Opportunities $ 92 $137 $184 $300 - ------------------------------------------------------------------------------------------------------------------- ING VP MagnaCap $ 92 $137 $184 $300 - ------------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities $ 92 $137 $184 $300 - ------------------------------------------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF-- Financial Services $ 92 $136 $182 $297 - ------------------------------------------------------------------------------------------------------------------- 10 - ------------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences $ 92 $136 $182 $296 - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure $ 95 $146 $198 $328 - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities $ 95 $145 $197 $326 - ------------------------------------------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield $ 88 $126 $166 $265 - ------------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income $ 87 $123 $161 $254 - ------------------------------------------------------------------------------------------------------------------- PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT $ 91 $135 $181 $294 - ------------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT $ 92 $137 $184 $301 - ------------------------------------------------------------------------------------------------------------------- PROFUNDS ProFund VP Bull $101 $163 $226 $383 - ------------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 $100 $160 $222 $375 - ------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap $103 $171 $239 $407 THE PRUDENTIAL SERIES FUND, INC. Jennison $ 91 $135 $181 $294 - ------------------------------------------------------------------------------------------------------------------- SP Jennison International Growth $103 $171 $240 $408 - -------------------------------------------------------------------------------------------------------------------
11 Example 2: If you do not surrender your Contract or if you annuitize on the annuity start date (after 3 contract years), you would pay the following expenses for each $1,000 invested:
- ------------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- Capital Appreciation $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Capital Growth $31 $ 95 $160 $292 - ------------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Core Bond $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- Developing World $39 $117 $196 $363 - ------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- Equity Growth $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- Equity Income $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Focus Value $32 $ 96 $162 $296 - ------------------------------------------------------------------------------------------------------------------- Fully Managed $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Fundamental Growth $32 $ 96 $162 $296 - ------------------------------------------------------------------------------------------------------------------- Global Franchise $34 $102 $172 $316 - ------------------------------------------------------------------------------------------------------------------- Growth $31 $ 95 $160 $292 - ------------------------------------------------------------------------------------------------------------------- Hard Assets $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- International Enhanced EAFE $34 $102 $172 $316 - ------------------------------------------------------------------------------------------------------------------- International Equity $34 $102 $172 $316 - ------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper $40 $119 $201 $372 - ------------------------------------------------------------------------------------------------------------------- Investors $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity $33 $ 99 $167 $306 - ------------------------------------------------------------------------------------------------------------------- Janus Growth and Income $32 $ 97 $164 $301 - ------------------------------------------------------------------------------------------------------------------- Large Cap Value $31 $ 94 $159 $291 - ------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond $26 $ 80 $135 $243 - ------------------------------------------------------------------------------------------------------------------- Liquid Asset $26 $ 80 $135 $243 - ------------------------------------------------------------------------------------------------------------------- Managed Global $34 $102 $172 $316 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth $30 $ 91 $153 $279 - ------------------------------------------------------------------------------------------------------------------- Real Estate $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Research $30 $ 91 $153 $279 - ------------------------------------------------------------------------------------------------------------------- Special Situations $32 $ 97 $164 $301 - ------------------------------------------------------------------------------------------------------------------- Strategic Equity $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Total Return $30 $ 91 $153 $279 - ------------------------------------------------------------------------------------------------------------------- Value Equity $30 $ 92 $156 $285 - ------------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income $30 $ 92 $156 $285 AIM VARIABLE INSURANCE FUND - ------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund $35 $107 $181 $334 - ------------------------------------------------------------------------------------------------------------------- FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income $29 $ 89 $151 $274 - ------------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth $30 $ 92 $155 $283 - ------------------------------------------------------------------------------------------------------------------- ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth $33 $101 $170 $313 ING VP BOND PORTFOLIO - ------------------------------------------------------------------------------------------------------------------- ING VP Bond $28 $ 86 $146 $265 - ------------------------------------------------------------------------------------------------------------------- ING VARIABLE PRODUCTS TRUST - ------------------------------------------------------------------------------------------------------------------- ING VP Growth Opportunities $32 $ 97 $164 $300 - ------------------------------------------------------------------------------------------------------------------- ING VP MagnaCap $32 $ 97 $164 $300 - ------------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities $32 $ 97 $164 $300 - ------------------------------------------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF-- Financial Services $32 $ 96 $162 $297 - ------------------------------------------------------------------------------------------------------------------- 12 - ------------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences $32 $ 96 $162 $296 - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure $35 $106 $178 $328 - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities $35 $105 $177 $326 - ------------------------------------------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST PIMCO High Yield $28 $ 86 $146 $265 - ------------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income $27 $ 83 $141 $254 - ------------------------------------------------------------------------------------------------------------------- PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT $31 $ 95 $161 $294 - ------------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT $32 $ 97 $164 $301 - ------------------------------------------------------------------------------------------------------------------- PROFUNDS ProFund VP Bull $41 $123 $206 $383 - ------------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 $40 $120 $202 $375 - ------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap $43 $131 $219 $407 THE PRUDENTIAL SERIES FUND, INC. - ------------------------------------------------------------------------------------------------------------------- Jennison $31 $ 95 $161 $294 - ------------------------------------------------------------------------------------------------------------------- SP Jennison International Growth $43 $131 $220 $408 - -------------------------------------------------------------------------------------------------------------------
THESE EXAMPLES 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. - -------------------------------------------------------------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- ACCUMULATION UNIT We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the investment portfolios are valued at their net asset value. THE NET INVESTMENT FACTOR The Net Investment Factor is an index number which reflects charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated as follows: (1) We take the net asset value of the subaccount at the end of each business day. (2) We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the subaccount at the end of the preceding business day. (4) We then subtract the applicable daily mortality and expense risk charge and the daily asset based administrative charge from each subaccount. Calculations for the subaccounts are made on a per share basis. CONDENSED FINANCIAL INFORMATION Tables containing (i) the accumulation unit value history of each subaccount of Golden American Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A - Condensed Financial Information. 13 FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the year ended December 31, 2001 and the audited consolidated financial statements of Golden American for the years ended December 31, 2001, 2000, and 1999 are included in the Statement of Additional Information. PERFORMANCE INFORMATION From time to time, we may advertise or include in reports to contract owners performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC. Except for the Liquid Asset subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1, 5 and 10 year periods, or lesser periods depending on how long the subaccount has been in existence. We may show other total returns for periods of less than one year. Total return figures will be based on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period, withdrawal of the investment at the end of the period, and the deduction of all applicable portfolio and contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges, but will not reflect the surrender charge. Quotations of average annual return for the Managed Global subaccount take into account the period before September 3, 1996, during which it was maintained as a subaccount of Golden American Separate Account D. In addition, we may present historic performance data for the mutual fund investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts. This data is designed to show the performance that would have resulted if the Contract had been in existence during that time. Current yield for the Liquid Asset subaccount is based on income received by hypothetical investment over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7-day yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Asset subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield" because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period. YOU SHOULD BE AWARE THAT THERE IS NO GUARANTEE THAT THE LIQUID ASSET SUBACCOUNT WILL HAVE A POSITIVE OR LEVEL RETURN. We may compare performance information for a subaccount to: (i) the Standard & Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other applicable market indices, (ii) other variable annuity separate accounts or other investment products tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services. Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results. 14 - -------------------------------------------------------------------------------- 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 Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which in turn 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. First Golden was merged into ReliaStar Life Insurance Company of New York, another wholly owned subsidiary of ING and an affiliate, on April 1, 2002. Golden American's consolidated financial statements appear in the Statement of Additional Information. Equitable of Iowa is the holding company for Equitable Life, Directed Services, Inc., the investment manager of the GCG Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING Investment Management, LLC, portfolio managers of the GCG Trust, and the investment managers of the ING Variable Insurance Trust and ING Variable Products Trust and ING VP Bond Portfolio, respectively. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. - -------------------------------------------------------------------------------- THE TRUSTS AND FUNDS - -------------------------------------------------------------------------------- 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. 15 YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE TRUSTS AND FUNDS IN APPENDIX B - -- THE INVESTMENT PORTFOLIOS. 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 or Directors of the Trusts or Funds, and any other insurance companies participating on the Trusts or Funds will monitor events to identify and resolve any material conflicts that may arise. - -------------------------------------------------------------------------------- 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 a Trust or Funds. 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 ANNUITY CONTRACT - -------------------------------------------------------------------------------- The Contract described in this prospectus is a deferred variable annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and Funds through Separate Account B. CONTRACT DATE AND CONTRACT YEAR The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year. ANNUITY START DATE The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. 16 CONTRACT OWNER You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. The death benefit becomes payable when you or the annuitant dies. In the case of a sole contract owner who dies before the income phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the income phase begins, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. 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 (likely a taxable event). If no beneficial owner of the Trust has been designated, the availability of enhanced death benefit 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. The age of the older owner will determine the applicable death benefit. ANNUITANT The annuitant is the person designated by you to be the measuring life in determining annuity payments. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the Contract is in effect. 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). 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 may become the successor contract owner if the contract owner who is a spouse or the annuitant dies before the annuity start date. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)). If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner's estate. 17 One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries. You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit and the guaranteed death benefit. You may also change the beneficiary. All requests for changes must be in writing and submitted to our Customer Service Center in good order. The change will be effective as of the day you sign the request. The change will not affect any payment made or action taken by us before recording the change. A change of owner likely has tax consequences. See "Federal Tax Considerations in this prospectus. PURCHASE AND AVAILABILITY OF THE CONTRACT We will issue a Contract only if both the annuitant and the contract owner are not older than age 85. The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of at least $500 or more ($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 refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. 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. IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See "Fees and Expenses" in this prospectus. We and our affiliates offer other variable products that may offer some of the same investment portfolios. These products have different benefits and charges, and may or may not better match your needs. CREDITING OF PREMIUM PAYMENTS We will allocate your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. Subsequent premium payments will be credited to a Contract within 1 business day if 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 premium payments for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment until the application is completed. We will allocate your initial payment according to the instructions you specified. If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we are unable to reach you or your representative, we will consider the application incomplete. Once the completed 18 application is received, we will allocate the payment to the subaccount(s) 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. Once we allocate your premium payment to the subaccount(s) selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held with respect to your Contract. The net investment results of each subaccount vary with its investment performance. 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 the contract value in each subaccount in which you are invested. CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period, in which case, the portion of your initial premium will be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Asset subaccount). On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows: (1) We take the contract value in the subaccount at the end of the preceding business day. (2) We multiply (1) by the subaccount's Net Investment Factor since the preceding business day. (3) We add (1) and (2). (4) We add to (3) any additional premium payments, and then add or subtract transfers (and any related charges) to or from that subaccount. (5) We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees, any distribution fee (annual sales load), and premium taxes. CASH SURRENDER VALUE The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, then we deduct any surrender charge, any charge for premium taxes, and any other charges incurred but not yet deducted. 19 SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender will be effective on the date your written request and the Contract are received at our Customer Service Center. We will determine and pay the cash surrender value at the price next determined after receipt of your request. Once paid, all benefits under the Contract will be terminated. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Asset subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days. Consult your tax advisor regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59 1/2 may result in a 10% tax penalty. See "Federal Tax Considerations" for more details. THE SUBACCOUNTS Each of the 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 a Trust of Fund. ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the Securities and Exchange Commission (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. 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 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 the 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. 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," "Death Benefit," "Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in this prospectus for information on other important provisions in your Contract. 20 - -------------------------------------------------------------------------------- WITHDRAWALS - -------------------------------------------------------------------------------- Any time during the accumulation phase and before the death of the contract owner, except under certain qualified contracts, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than 90% of the cash surrender value, we will treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount in any contract year is 15% of your contract value on the date of withdrawal less any withdrawals during that contract year. You need to submit to us a written request specifying the subaccounts from which amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts in which you are invested. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made. For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Asset subaccount) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you receive. We offer the following three withdrawal options: REGULAR WITHDRAWALS After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $1,000. If you take more than one regular withdrawal in a contract year, we impose a charge of the lesser of $25 and 2.0% of each additional amount withdrawn. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawals on a monthly or quarterly basis from the contract value in the subaccounts in which you are invested. You may elect payments to start as early as 28 days after the contract date. You choose the date on which the withdrawals will be made but this date cannot be later than the 28th day of the month. If you do not choose a date, we will make the withdrawals on the same calendar day of each month as the contract date. Each withdrawal payment must be at least $100. The amount of your withdrawal can either be a (i) fixed dollar amount, or (ii) an amount based on a percentage of your contract value from the subaccounts in which you are invested. Both options are subject to the following maximums: FREQUENCY MAXIMUM PERCENTAGE Monthly 1.25% Quarterly 3.75% If you select a fixed dollar amount and the amount to be systematically withdrawn would exceed the applicable maximum percentage of your contract value on the withdrawal date, we will reduce the amount withdrawn so that it equals such percentage. If you select a percentage and the amount to be systematically withdrawn based on that percentage would be less than the minimum of $100, we will increase the amount to $100 provided it does not exceed the maximum percentage. If it is below the maximum percentage we will send the $100. If it is above the maximum percentage we will send the amount, and then cancel the option. You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. You may elect to have this option commence in a contract year where a regular withdrawal has been taken, but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal. You may not elect this if you are taking IRA withdrawals. 21 Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the beneficiary's lifetime ("stretch"). "Stretch" payments will be subject to the same limitations as systematic withdrawals, and non-qualified "stretch" payments will be reported on the same basis as other systematic withdrawals. 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. 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 ("IRS") 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 SAI. Or, we will accept your written instructions regarding the calculated amount 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. 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. - -------------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested at the end of the free look period until the annuity start date. We currently do not charge you for transfers made during a contract year, but reserve the right to charge $25 for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. 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. 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. 22 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, over the internet or other approved electronic means. TRANSFERS BY THIRD PARTIES As a convenience to you, we currently allow you to give third parties the right to effect transfers on your behalf. However, when the third party makes transfers for many contract owners, the result can be simultaneous transfers involving large amounts of contract values. Such transfers can disrupt the orderly management of the investment portfolios available to the Contract, can result in higher costs to contract owners, and may not be compatible with the long term goals of contract owners. We require third parties making multiple, simultaneous or large volume transfers to execute a third party service agreement with us prior to executing such transfers. Therefore, we may at any time exercise our business judgment and limit or discontinue accepting transfers made by a third party. We will notify any third party whose transfers are limited or discontinued by telephone, facsimile or email according to our records, followed by a letter. These limits may be based on, among other criteria, the amount of the aggregate trade or the available investment options for which third parties may make trades on behalf of multiple contract owners. For example, we currently require that orders received via facsimile to effect transactions in subaccounts that invest in ProFund portfolios be received at our Customer Service Center no later than 3 p.m. Eastern Time. We may establish additional procedures or change existing procedures at any time in the exercise of our business judgment. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $10,000 of contract value in the Limited Maturity Bond subaccount or the Liquid Asset subaccount. These subaccounts serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and less units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $250. If your source account is the Limited Maturity Bond subaccount or the Liquid Asset subaccount, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date. We may in the future offer additional subaccounts or withdraw any subaccount to or from the dollar cost averaging program, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. 23 - -------------------------------------------------------------------------------- DEATH BENEFIT - -------------------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless your beneficiary is the surviving spouse and elects to continue the Contract. For information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset subaccount will be the lesser of the 7% annual effective rate or the net rate of return for the subaccount during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value: and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. The proceeds may be received in a single sum or applied to any of the annuity options, or, if available, paid over the beneficiary's lifetime. (See "Systematic Withdrawals" above). A beneficiary's right to elect an income phase payment option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary. If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. We will generally pay death proceeds within seven days after our Customer Service Center has received sufficient information to make the payment. HOW TO CLAIM PAYMENTS TO BENEFICIARY We must receive due proof of the death of the annuitant or owner (such as an official death certificate) at our Customer Service Center before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. WHEN WE MAKE PAYMENTS We will pay death benefit proceeds and cash surrender value within seven days after our Customer Service Center receives all the information needed to process the payment. 24 DEATH BENEFIT DURING THE INCOME PHASE If the contract owner or the annuitant dies after the annuity start date, the Company will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under the Contract which do not satisfy the requirements of Section 72(s) of the Code. If any contract owner of a non-qualified contract dies before the annuity start date, the death benefit payable to the beneficiary (calculated as described under "Death Benefit Choices" in this prospectus) 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 us 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 beneficiary of the Contract. If any contract owner is not an individual, the death of an annuitant shall be treated as the death of a contract owner. - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- We deduct the Contract charges described below to compensate us for our costs 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 25 the Contracts. The amount of a Contract charge will not always correspond to the actual costs associated with the charge. For example, the surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or benefits provided. In the event there are any profits from fees and charges deducted under the Contract, including the mortality and expense risk charge and rider and benefit charges, we may use such profits to finance the distribution of Contracts. CHARGE DEDUCTION SUBACCOUNT You may elect to have all charges against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Asset subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, the charges will be deducted as discussed below. You may cancel this option at any time by sending satisfactory notice to our Customer Service Center. CHARGES DEDUCTED FROM THE CONTRACT VALUE We deduct the following charges from your contract value: DISTRIBUTION FEE. We deduct a sales load in an annual amount of 1.00% of each premium at the end of each contract year for a period of 6 years from the date we receive and accept each premium payment. SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a "surrender charge") if you surrender your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 7-year period from the date we receive and accept a premium payment, which may include a withdrawal you take to satisfy required minimum distribution requirements under the Code. The surrender charge is based on a percentage of each premium payment. This charge is intended to cover sales expenses that we have incurred. We may in the future reduce or waive the surrender charge in certain situations, and will never charge more than the maximum surrender charges as designated in this prospectus. The percentage of premium payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have elapsed since that premium payment was made. We determine the surrender charge as a percentage of each premium payment as follows: COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+ SINCE PREMIUM PAYMENT SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0% We will waive the surrender charge in most states in the following events: (i) you begin receiving qualified extended medical care on or after the first contract anniversary for at least 45 days during a 60 day period and your request for the surrender or withdrawal, together with all required documentation is received at our Customer Service Center during the term of your care or within 90 days after the last day of your care; or (ii) you are first diagnosed by a qualifying medical professional, on or after the first contract anniversary, as having a qualifying terminal illness. We have the right to require an examination by a physician of our choice. If we require such an examination, we will pay for it. You are required to send us satisfactory written proof of illness. The waiver of surrender charge may not be available in all states. Contracts with a contract date prior to May 3, 1993 and the prospectus delivered in connection with such contracts, described the sales load as a deferred load, which is equivalent to the combination of the distribution fee and surrender charge described above. Limited Edition contracts and the prospectus delivered in connection with such contracts also described the sales load as a deferred load. FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is 15% of your contract value on the date of withdrawal less any withdrawals during that contract year. SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge for excess withdrawals, which may include a withdrawal you make to satisfy required minimum distribution requirements under the code. We consider a withdrawal to be an "excess withdrawal" when the amount you withdraw in any contract year exceeds the Free Withdrawal Amount. Where you are receiving systematic withdrawals, any combination of regular withdrawals taken and any systematic withdrawals expected to be received in a contract year will be included in determining the amount of the excess withdrawal. Such a 26 withdrawal will be considered a partial surrender of the Contract and we will impose a surrender charge and any associated premium tax. We will deduct such charges from the contract value in proportion to the contract value in each subaccount from which the excess withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such subaccounts, we will deduct charges proportionately from all other subaccounts in which you are invested. For the purpose of calculating the surrender charge for an excess withdrawal: a) we treat premiums as being withdrawn on a first-in, first-out basis; and b) amounts withdrawn which are not considered an excess withdrawal are not considered a withdrawal of any premium payments. Although we treat premium payments as being withdrawn before earnings for purpose of calculating the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first. PREMIUM TAXES. We may make a charge for state and local premium taxes depending on the contract owner's state of residence. The tax can range from 0% to 3.5% of the premium. We have the right to change this amount to conform with changes in the law or if the contract owner changes state of residence. We deduct the premium tax from your contract value on the annuity start date. However, some jurisdictions impose a premium tax at the time that initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it on surrender of the Contract, on excess withdrawals or on the annuity start date. ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each Contract anniversary, or if you surrender your Contract prior to a Contract anniversary, at the time we determine the cash surrender value payable to you. The amount deducted is $40 per Contract. This charge is waived if the total of your premium payments was $100,000 or more in your first contract year. We deduct the annual administrative charge proportionately from all subaccounts in which you are invested. TRANSFER CHARGE. We may deduct a $25 fee for each transfer after the twelfth transfer in a contract year. We deduct the charge from the subaccounts from which each such transfer is made in proportion to the amount being transferred from each such subaccount, unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply to any transfers due to the election of dollar cost averaging and transfers we make to and from any subaccount specially designated by the Company for such purpose. REGULAR WITHDRAWAL CHARGE. If you take more than one regular withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional regular withdrawal. The charge is deducted from the division(s) from which each such regular withdrawal is made in proportion to the amount being withdrawn from each division, unless you have chosen to use the Charge Deduction Division. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of 0.002477% (equivalent to an annual rate of 0.90%) of the assets you have in each subaccount. ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge from the assets in each subaccount, to compensate us for a portion of the administrative expenses under the Contract. The daily charge is at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the assets in each subaccount. TRUST AND FUND EXPENSES Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, certain 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 certain 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. There are an additional three portfolios that may deduct a distribution or 12b-1 fee but currently do not. Based on actual portfolio experience in 2001, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2002 range from 0.54% to 2.26%. 27 - -------------------------------------------------------------------------------- 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 on the annuity start date in accordance with the annuity option you chose. You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law. The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20. For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios. Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a specified period of time or for the life of the annuitant. The amount of life income payments will depend on the form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate) and the applicable payment rate. Our approval is needed for any option where: (1) The person named to receive payment is other than the contract owner or beneficiary; (2) The person named is not a natural person, such as a corporation; or (3) Any income payment would be less than the minimum annuity income payment allowed. SELECTING THE ANNUITY START DATE You select the date on which the annuity payments commence. The annuity start date must be at least 3 years from the contract date, but before the month immediately following the annuitant's 90th birthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years. For Contracts with contract dates before May 3, 1993, different annuity commencement date limitations may apply. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday. If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. For more information, see "Federal Tax Considerations" and the SAI. 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 28 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 advisor 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, although only fixed are currently available. 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 1940 Act, they 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. 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. 29 - -------------------------------------------------------------------------------- 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 Securities and Exchange Commission 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 Securities and Exchange Commission so permits for the protection of security holders. 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 likely has 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. You will be given advance notice of such changes. OTHER CONTRACT CHANGES You may change the contract to another annuity plan subject to our rules at the time of the change. FREE LOOK You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value, including a refund of any charges deducted. The Contract will be void as of the day we receive your Contract and your request. Some states require that we return the premium paid rather than the contract value. In these states, your premiums designated for investment in the subaccounts will be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Asset subaccount). If you exercise your right to cancel, we will return the greater of (a) the premium invested, and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states be allocated to the specially designated subaccount during the free look period. If you keep your Contract after the free look period, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, chosen by you. 30 SPECIAL ARRANGEMENTS We may reduce or waive any Contract, rider, or benefit fees or charges for certain group or sponsored arrangements, under special programs, and for certain employees, agents, and related persons of our parent corporation and its affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences in costs or services. SELLING THE CONTRACT Our affiliate Directed Services, Inc. ("DSI"), 1475 Dunwoody Dr., West Chester, PA 19380 is the principal underwriter and distributor of the Contract as well as for other Golden American contracts. DSI, a New York corporation, is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). DSI does not retain any commissions or compensation paid to it by Golden American for Contract sales. DSI enters into selling agreements with affiliated and unaffiliated broker-dealers to sell the Contracts through their registered representatives who are licensed to sell securities and variable insurance products. Selling firms are also registered with the SEC and NASD member firms. DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. Selling firms may receive commissions of up to [6.0]% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to [0.75]% of all, or a portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of compensation paid to their selling firm, depending on their firm's practices. Commissions and annual compensation, when combined, could exceed [6.0]% of total premium payments. DSI may also compensate wholesalers/distributors, and their sales management personnel, for Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of premium payments, and/or a percentage of Contract values. Affiliated selling firms may include Aeltus Capital, Inc., Aetna Investment Services, LLC, BancWest Investment Services, Inc., Baring Investment Services, Inc., Compulife Investor Services, Inc., Financial Network Investment Corporation, Financial Northeastern Corporation, Granite Investment Services, Inc. Guaranty Brokerage Services, Inc., IFG Network Securities, Inc., ING America Equities, Inc., ING Barings Corp., ING Brokers Network, LLC, ING Direct Funds Limited, ING DIRECT Securities, Inc., ING Furman Selz Financial Services LLC, ING Funds Distributor, Inc., ING TT&S (U.S.) Securities, Inc., Investors Financial Group, Inc., Locust Street Securities, Inc., Multi-Financial Securities Corporation, PrimeVest Financial Services, Inc., Systematized Benefits Administrators, Inc., United Variable Services, Inc., VESTAX Securities Corporation, and Washington Square Securities, Inc. We may also make additional payments to broker dealers for marketing and educational expenses and to reimburse certain expenses of registered representatives relating to sales of Contracts. We do not pay any additional compensation on the sale or exercise of any of the Contract's optional benefit riders offered in this prospectus. - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- VOTING RIGHTS We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the 1940 Act 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 shareholder meeting. We will ask you for voting instructions by mail at least 10 days before 31 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 involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. We believe that currently there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Company or Separate Account B. LEGAL MATTERS The legal validity of the Contracts was passed on by Kimberly J. Smith, Executive Vice President, General Counsel and Assistant Secretary of Golden American. EXPERTS The audited consolidated financial statements of Golden American at December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, and the statement of assets and liabilities of Separate Account B at December 31, 2001 and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, appearing in the SAI and Registration Statement have been audited by Ernst & Young, LLP, independent auditors, as set forth in their reports thereon appearing in the SAI and in the Registration Statement, and are included or incorporated herein 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. THIS SUMMARY REFERENCES ENHANCED DEATH BENEFITS AND EARNINGS MULTIPLIER BENEFITS THAT MAY NOT BE AVAILABLE UNDER YOUR CONTRACT. PLEASE SEE YOUR CONTRACT, AND "THE ANNUITY CONTRACT -- OPTIONAL RIDERS" AND "DEATH BENEFIT CHOICES" IN THIS PROSPECTUS. 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 32 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 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. Qualified Contracts are subject to special rules -- see below. The following discussion assumes that the Contracts will qualify as annuity contracts for federal income tax purposes. 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 (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner's investment in the Contract at that time. Credits constitute earnings (not premiums) for federal tax purposes and are not included in the owner's investment in the Contract. 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. 33 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. A distribution from a non-qualified Contract may be subject to 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. Special rules may apply to amounts distributed after a Beneficiary has elected to maintain Contract value and receive 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 adviser as to the tax consequences. WITHHOLDING. Annuity distributions are generally subject to withholding for the recipient's federal income tax liability, and we will report taxable amounts as required by law. Recipients can generally elect, however, not to have tax withheld from distributions. MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are issued by us (or our affiliates) to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner's income when a taxable distribution occurs. TAXATION OF QUALIFIED CONTRACTS The Contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions 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 34 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. 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. PLEASE NOTE THAT REQUIRED MINIMUM DISTRIBUTIONS UNDER QUALIFIED CONTRACTS MAY BE SUBJECT TO SURRENDER CHARGE AND/OR MARKET VALUE ADJUSTMENT, IN ACCORDANCE WITH THE TERMS OF THE CONTRACT. 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, distributions in a specified annuity form or hardship distributions. 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. 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 for Employees (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. IRAs generally may not invest in life insurance contracts. We do not believe a death benefit under an annuity contract that is equal to the greater of premiums paid (less withdrawals) or contract value will be treated as life insurance. However, the enhanced death benefits and earnings enhancement benefit under this Contract may exceed the greater of premiums paid (less withdrawals) and contract value. We have previously received IRS approval of the form of the Contract, including the enhanced death benefit feature, for use as an IRA. THE CONTRACT WITH BOTH ENHANCED DEATH BENEFITS AND THE EARNINGS MULTIPLIER BENEFIT HAS BEEN FILED WITH THE IRS FOR APPROVAL FOR USE AS AN IRA. HOWEVER, THERE IS NO ASSURANCE THAT THE IRS WILL GIVE THIS APPROVAL OR THAT THE CONTRACT MEETS THE QUALIFICATION REQUIREMENTS FOR AN IRA. Although we regard the enhanced death benefit options and earnings multiplier 35 benefit as investment protection features that should not have an adverse tax effect, it is possible that the IRS could take a contrary position regarding tax qualification, which could result in the immediate taxation of amounts held in the Contract and the imposition of penalty taxes. YOU SHOULD CONSULT YOUR TAX ADVISOR IF YOU ARE CONSIDERING ADDING AN ENHANCED DEATH BENEFIT OR EARNINGS MULTIPLIER BENEFIT TO YOUR CONTRACT IF IT IS AN IRA. DISTRIBUTIONS - IRAS. All distributions from a traditional IRA are taxed as received unless either one of the following is true: o The distribution is rolled over to a plan eligible to receive rollovers or to another traditional IRA in accordance with the Tax Code; or o You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code. To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The requirements do not apply to Roth IRA contracts except with regard to death benefits. These rules may dictate one or more of the following: o Start date for distributions; o The time period in which all amounts in your account(s) must be distributed; or o Distribution amounts. Generally, you must begin receiving distributions from a traditional IRA by April 1 of the calendar year following the calendar year in which you attain age 70 1/2. We must pay out distributions from the contract over one of the following time periods: o Over your life or the joint lives of you and your designated beneficiary; or o Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary. The amount of each periodic distribution must be calculated in accordance with IRS regulations. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax is imposed on the required amount that was not distributed. The following applies to the distribution of death proceeds under 408(b) and 408A (Roth IRA - See below) plans. Different distribution requirements apply if your death occurs: o After you begin receiving minimum distributions under the contract; or o Before you begin receiving such distributions. If your death occurs after you begin receiving minimum distributions under the contract, distributions must be made at least as rapidly as under the method in effect at the time of your death. Code section 401(a)(9) provides specific rules for calculating the minimum required distributions at your death. If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September 1, 2002, your entire balance must be distributed to the designated beneficiary by December 31, 2007. However, if the distributions begin by December 31 of the calendar year following the calendar year of your death, and you have named a designated beneficiary, then payments may be made over either of the following time-frames: o Over the life of the designated beneficiary; or o Over a period not extending beyond the life expectancy of the designated beneficiary. If the designated beneficiary is your spouse, distributions must begin on or before the later of the following: 36 o December 31 of the calendar year following the calendar year of your death; or o December 31 of the calendar year in which you would have attained age 70 1/2. In lieu of taking a distribution under these rules, a spousal beneficiary may elect to treat the account as his or her own IRA. In such case, the surviving spouse will be able to make contributions to the account, make rollovers from the account, and defer taking a distribution until his or her age 70 1/2. The surviving spouse is deemed to have made such an election if the surviving spouse makES a rollover to or from the account, makes additional contributions to the account, or fails to take a distribution within the required time period. 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 limits on the amount of the contributions and the persons who may be eligible to contribute, 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. A 10% penalty may apply to amounts attributable to a conversion from an IRA to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in which the conversion was made. DISTRIBUTIONS -- ROTH IRAS. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is a distribution: o Made after the five-taxable year period beginning with the first taxable year for which a contribution was made; and o Made after you attain age 59 1/2, die, become disabled as defined in the Tax Code, or for a qualified first-time hoME purchase. If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. A partial distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings. 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, but not earnings on such distributions, may also be distributed upon hardship, but would generally be subject to penalties. 37 TSAS -- DISTRIBUTIONS. All distributions from Section 403(b) plans are taxed as received unless either of the following are true: o The distribution is rolled over to another plan eligible to receive rollovers or to a traditional individual retirement annuity/account (IRA) in accordance with the Tax Code; or o You made after-tax contributions to the plan. In this case, the amount will be taxed according to rules detailed in the Tax Code. Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 70 1/2 or retire, whichever occurs later, unless: o You are a 5% owner, in which case such distributions must begin by April 1 of the calendar year following the calendar year in which you attain age 70 1/2;or o You had amounts under the contract as of December 31, 1986. In this case, distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. However, if you take any distributions in excess of the minimum required amount, then special rules require that some or all of the December 31, 1986 balance be distributed earlier. 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. 38 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 Introduction Description of Golden American Life Insurance Company Safekeeping of Assets The Administrator Independent Auditors Distribution of Contracts Performance Information IRA Partial Withdrawal Option Other Information Financial Statements of Golden American Life Insurance Company Financial Statements of Separate Account B 40 - -------------------------------------------------------------------------------- PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER THE ADDRESS 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 121794 DVA 05/01/2002 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 41 This page intentionally left blank. APPENDIX A CONDENSED FINANCIAL INFORMATION The following tables give (1) the accumulation unit value ("AUV"), (2) the total number of accumulation units, and (3) the total accumulation unit value, for each subaccount of Golden American Separate Account B available under the Contract for the indicated periods. No information is provided for subaccounts which did not have any assets attributable to the Contract as of December 31, 2001. 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 - -------------------------------------------------------------- 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 $ 16.21 940,884 $ 15,253 - -------------------------------------------------------------- 1999 15.44 2,111,976 32,610 - -------------------------------------------------------------- 1998 14.89 1,767,965 26,328 - -------------------------------------------------------------- 1997 14.32 1,598,949 22,894 - -------------------------------------------------------------- 1996 13.76 1,707,724 23,502 - -------------------------------------------------------------- 1995 13.24 2,096,044 27,757 - -------------------------------------------------------------- 1994 12.68 2,794,493 35,422 - -------------------------------------------------------------- 1993 12.35 914,801 11,295 - -------------------------------------------------------------- 1992 12.15 499,686 6,072 - -------------------------------------------------------------- 1991 11.90 64,151 764 - -------------------------------------------------------------- 12/31/90 11.38 -- -- - -------------------------------------------------------------- LIMITED MATURITY BOND - -------------------------------------------------------------- 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 $ 18.60 1,088,341 $ 20,240 - -------------------------------------------------------------- 1999 17.44 1,624,763 28,329 - -------------------------------------------------------------- 1998 17.42 2,087,318 36,352 - -------------------------------------------------------------- 1997 16.46 2,370,299 39,020 - -------------------------------------------------------------- 1996 15.59 2,887,112 45,004 - -------------------------------------------------------------- 1995 15.10 4,103,020 61,935 - -------------------------------------------------------------- 1994 13.65 4,956,843 67,647 - -------------------------------------------------------------- 1993 13.95 4,541,627 63,358 - -------------------------------------------------------------- 1992 13.27 2,156,633 28,616 - -------------------------------------------------------------- 1991 12.78 327,992 4,193 - -------------------------------------------------------------- 12/31/90 11.61 -- -- - -------------------------------------------------------------- A1 CORE BOND - -------------------------------------------------------------- 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 $ 12.03 23,535 $ 283 - -------------------------------------------------------------- 1999 12.04 24,119 291 - -------------------------------------------------------------- 1998 13.31 13,446 179 - -------------------------------------------------------------- 5/1/98 12.28 -- -- - -------------------------------------------------------------- FULLY MANAGED - -------------------------------------------------------------- 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 $ 27.28 1,764,529 $ 48,140 - -------------------------------------------------------------- 1999 22.59 2,766,340 62,500 - -------------------------------------------------------------- 1998 21.34 4,133,650 88,227 - -------------------------------------------------------------- 1997 20.36 5,032,148 102,451 - -------------------------------------------------------------- 1996 17.83 6,069,822 108,215 - -------------------------------------------------------------- 1995 15.48 7,054,994 109,184 - -------------------------------------------------------------- 1994 12.95 7,157,931 92,695 - -------------------------------------------------------------- 1993 14.11 6,925,734 97,693 - -------------------------------------------------------------- 1992 13.24 2,028,812 26,869 - -------------------------------------------------------------- 1991 12.59 186,207 9,834 - -------------------------------------------------------------- 12/31/90 9.87 -- -- - -------------------------------------------------------------- TOTAL RETURN - -------------------------------------------------------------- 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 $ 21.27 329,747 $ 7,013 - -------------------------------------------------------------- 1999 18.44 399,197 7,361 - -------------------------------------------------------------- 1998 18.02 431,678 7,778 - -------------------------------------------------------------- 1997 16.31 206,943 3,375 - -------------------------------------------------------------- 1/20/97 13.93 -- -- - -------------------------------------------------------------- A2 EQUITY INCOME - -------------------------------------------------------------- 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 $ 25.06 3,135,453 $ 78,570 - -------------------------------------------------------------- 1999 22.41 5,014,068 112,377 - -------------------------------------------------------------- 1998 22.80 7,799,102 177,844 - -------------------------------------------------------------- 1997 21.28 9,651,400 205,341 - -------------------------------------------------------------- 1996 18.30 12,399,943 226,919 - -------------------------------------------------------------- 1995 17.00 16,134,381 274,218 - -------------------------------------------------------------- 1994 14.43 18,607,114 268,575 - -------------------------------------------------------------- 1993 14.75 15,891,397 268,575 - -------------------------------------------------------------- 1992 13.41 5,539,622 234,442 - -------------------------------------------------------------- 1991 13.30 1,341,836 74,248 - -------------------------------------------------------------- 12/31/90 11.19 -- -- - -------------------------------------------------------------- REAL ESTATE - -------------------------------------------------------------- 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 $ 27.91 460,525 $ 12,854 - -------------------------------------------------------------- 1999 21.52 703,624 15,144 - -------------------------------------------------------------- 1998 22.60 1,158,462 26,182 - -------------------------------------------------------------- 1997 26.38 1,522,527 40,160 - -------------------------------------------------------------- 1996 21.70 1,740,369 37,764 - -------------------------------------------------------------- 1995 16.20 1,965,015 31,835 - -------------------------------------------------------------- 1994 14.04 2,403,805 33,740 - -------------------------------------------------------------- 1993 13.33 1,879,946 25,064 - -------------------------------------------------------------- 1992 11.48 180,596 25,064 - -------------------------------------------------------------- 1991 10.19 15,424 2,074 - -------------------------------------------------------------- 12/31/90 7.68 -- -- - -------------------------------------------------------------- VALUE EQUITY - -------------------------------------------------------------- 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 $ 19.91 401,820 $ 7,999 - -------------------------------------------------------------- 1999 18.49 650,130 12,018 - -------------------------------------------------------------- 1998 18.58 1,052,008 19,542 - -------------------------------------------------------------- 1997 18.48 1,369,251 25,301 - -------------------------------------------------------------- 1996 14.66 1,387,641 20,348 - -------------------------------------------------------------- 1995 13.39 1,676,442 22,449 - -------------------------------------------------------------- 1/1/95 10.00 -- -- - -------------------------------------------------------------- A3 RISING DIVIDENDS - -------------------------------------------------------------- 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 $ 25.64 2,125,370 $ 54,493 - -------------------------------------------------------------- 1999 26.46 3,167,912 83,810 - -------------------------------------------------------------- 1998 23.06 4,465,604 102,983 - -------------------------------------------------------------- 1997 20.41 4,885,378 99,708 - -------------------------------------------------------------- 1996 15.88 5,296,367 84,105 - -------------------------------------------------------------- 1995 13.30 5,536,766 73,617 - -------------------------------------------------------------- 10/4/93 10.00 -- -- - -------------------------------------------------------------- MANAGED GLOBAL - -------------------------------------------------------------- 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 $ 20.88 1,876,848 $ 39,191 - -------------------------------------------------------------- 1999 24.68 2,715,682 67,035 - -------------------------------------------------------------- 1998 15.27 3,944,829 60,230 - -------------------------------------------------------------- 1997 11.93 5,055,107 60,290 - -------------------------------------------------------------- 1996 10.74 6,082,208 65,322 - -------------------------------------------------------------- 1995 9.66 7,073,705 68,332 - -------------------------------------------------------------- 1994 9.09 9,146,015 83,148 - -------------------------------------------------------------- 1993 10.52 8,037,403 84,537 - -------------------------------------------------------------- 1992 10.01 3,869,327 38,724 - -------------------------------------------------------------- 10/21/92 10.00 -- -- - -------------------------------------------------------------- HARD ASSETS - -------------------------------------------------------------- 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 $ 17.10 305,641 $ 5,227 - -------------------------------------------------------------- 1999 18.13 447,125 8,107 - -------------------------------------------------------------- 1998 14.85 752,885 11,178 - -------------------------------------------------------------- 1997 21.30 1,137,136 24,217 - -------------------------------------------------------------- 1996 20.26 1,426,490 28,904 - -------------------------------------------------------------- 1995 15.36 1,433,795 22,026 - -------------------------------------------------------------- 1994 14.02 1,917,571 26,880 - -------------------------------------------------------------- 1993 13.81 1,081,745 14,939 - -------------------------------------------------------------- 1992 9.30 52,270 486 - -------------------------------------------------------------- 1991 10.42 14,155 148 - -------------------------------------------------------------- 12/31/90 10.05 -- -- - -------------------------------------------------------------- A4 RESEARCH - -------------------------------------------------------------- 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 $ 27.05 345,241 $ 9,340 - -------------------------------------------------------------- 1999 28.62 431,562 12,353 - -------------------------------------------------------------- 1998 23.27 488,822 11,377 - -------------------------------------------------------------- 1997 19.11 310,066 34,402 - -------------------------------------------------------------- 1/20/97 16.31 -- -- - -------------------------------------------------------------- CAPITAL GROWTH - -------------------------------------------------------------- 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 $ 17.54 310,536 $ 5,447 - -------------------------------------------------------------- 1999 21.38 390,759 8,354 - -------------------------------------------------------------- 1998 17.20 486,360 8,365 - -------------------------------------------------------------- 1997 15.51 559,791 8,685 - -------------------------------------------------------------- 1996 12.52 389,432 4,877 - -------------------------------------------------------------- 9/3/96 10.97 -- -- - -------------------------------------------------------------- CAPITAL APPRECIATION - -------------------------------------------------------------- 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 $ 26.03 1,995,447 $ 51,945 - -------------------------------------------------------------- 1999 31.01 3,034,250 94,106 - -------------------------------------------------------------- 1998 25.13 4,689,939 117,875 - -------------------------------------------------------------- 1997 22.53 5,724,823 128,989 - -------------------------------------------------------------- 1996 17.65 6,704,917 118,334 - -------------------------------------------------------------- 1995 14.83 7,627,317 113,076 - -------------------------------------------------------------- 1994 11.50 7,419,377 85,356 - -------------------------------------------------------------- 1993 11.81 6,989,513 82,535 - -------------------------------------------------------------- 1992 11.01 1,421,494 15,655 - -------------------------------------------------------------- 5/4/92 10.00 -- -- - -------------------------------------------------------------- A5 SMALL CAP - -------------------------------------------------------------- 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 $ 18.77 366,133 $ 6,873 - -------------------------------------------------------------- 1999 23.19 506,667 11,751 - -------------------------------------------------------------- 1998 15.55 701,203 10,908 - -------------------------------------------------------------- 1997 12.99 895,702 11,632 - -------------------------------------------------------------- 1996 11.89 922,560 10,970 - -------------------------------------------------------------- 1/2/96 10.00 -- -- - -------------------------------------------------------------- MID-CAP GROWTH - -------------------------------------------------------------- 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 $ 43.37 1,201,911 $ 52,125 - -------------------------------------------------------------- 1999 40.50 328,684 13,310 - -------------------------------------------------------------- 1998 22.84 315,603 7,210 - -------------------------------------------------------------- 1997 18.79 239,052 4,492 - -------------------------------------------------------------- 1996 15.86 167,020 2,649 - -------------------------------------------------------------- 9/3/96 14.79 -- -- - -------------------------------------------------------------- STRATEGIC EQUITY - -------------------------------------------------------------- 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 $ 19.30 247,856 $ 4,785 - -------------------------------------------------------------- 1999 22.27 419,542 9,345 - -------------------------------------------------------------- 1998 14.40 772,105 11,117 - -------------------------------------------------------------- 1997 14.42 1,011,370 14,587 - -------------------------------------------------------------- 1996 11.83 830,804 9,828 - -------------------------------------------------------------- 1995 10.01 362,606 3,629 - -------------------------------------------------------------- 10/2/95 10.00 -- -- - -------------------------------------------------------------- A6 GROWTH - -------------------------------------------------------------- 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 $ 22.44 776,540 $ 17,425 - -------------------------------------------------------------- 1999 29.05 818,663 23,785 - -------------------------------------------------------------- 1998 16.47 299,829 4,940 - -------------------------------------------------------------- 1997 13.12 230,798 3,028 - -------------------------------------------------------------- 1/20/97 12.05 -- -- - -------------------------------------------------------------- DEVELOPING WORLD - -------------------------------------------------------------- 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 $ 7.67 27,069 $ 208 - -------------------------------------------------------------- 1999 11.70 21,139 247 - -------------------------------------------------------------- 1998 7.31 4,598 34 - -------------------------------------------------------------- 5/1/89 10.43 -- -- - -------------------------------------------------------------- PIMCO HIGH YIELD - -------------------------------------------------------------- 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 $ 10.12 126,903 $ 1,284 - -------------------------------------------------------------- 1999 10.31 151,044 1,557 - -------------------------------------------------------------- 1998 10.11 107,998 1,092 - -------------------------------------------------------------- 5/1/98 10.00 -- -- - -------------------------------------------------------------- PIMCO STOCKSPLUS GROWTH AND INCOME - -------------------------------------------------------------- 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 $ 11.85 117,132 $ 1,388 - -------------------------------------------------------------- 1999 13.22 116,144 1,535 - -------------------------------------------------------------- 1998 11.14 160,283 1,786 - -------------------------------------------------------------- 5/1/98 10.00 -- -- - -------------------------------------------------------------- A7 - -------------------------------------------------------------------------------- FOR 2001: - -------------------------------------------------------------------------------- -------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF : 1.00% -------------------------------------------------------------------- ALL CAP AUV at beginning of year AUV at end of year 11.74 Number of units outstanding at end of year 49,190 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 578 ASSET ALLOCATION AUV at beginning of year AUV at end of year 8.69 Number of units outstanding at end of year 3,235 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 28 CAP. APPRECIATION AUV at beginning of year 26.03 AUV at end of year 22.43 Number of units outstanding at end of year 1,442,078 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 32,339 CAPITAL GROWTH AUV at beginning of year 17.54 AUV at end of year 14.98 Number of units outstanding at end of year 199,340 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 2,986 CORE BOND AUV at beginning of year 12.03 AUV at end of year 12.21 Number of units outstanding at end of year 15,504 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 189 DEVELOPING WORLD AUV at beginning of year 7.67 AUV at end of year 7.19 Number of units outstanding at end of year 567,758 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 4,083 DIVERSIFIED MID CAP AUV at beginning of year AUV at end of year 9.14 Number of units outstanding at end of year 8,410 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 77 EQUITY INCOME AUV at beginning of year 25.06 AUV at end of year 25.14 Number of units outstanding at end of year 2,438,129 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 61,301 FULLY MANAGED AUV at beginning of year 27.28 AUV at end of year 29.69 Number of units outstanding at end of year 1,370,763 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 40,694 A8 -------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF : 1.00% -------------------------------------------------------------------- GROWTH AUV at beginning of year 22.44 AUV at end of year 15.50 Number of units outstanding at end of year 492,815 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 7,637 JANUS GROWTH AND INCOME AUV at beginning of year AUV at end of year 8.92 Number of units outstanding at end of year 10,036 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 89 GROWTH OPPORTUNITIES AUV at beginning of year AUV at end of year 7.81 Number of units outstanding at end of year 508 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 4 HARD ASSETS AUV at beginning of year 17.10 AUV at end of year 14.88 Number of units outstanding at end of year 246,318 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 3,665 PIMCO HIGH YIELD AUV at beginning of year AUV at end of year 10.25 Number of units outstanding at end of year 90,862 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 931 INTERNET TOLLKEEPER AUV at beginning of year AUV at end of year 7.64 Number of units outstanding at end of year 1,708 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 13 INVESTORS AUV at beginning of year AUV at end of year 10.71 Number of units outstanding at end of year 2,970 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 32 JENNISON INTERNATIONAL GROWTH AUV at beginning of year AUV at end of year 5.44 Number of units outstanding at end of year 305 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 2 LARGE CAP VALUE AUV at beginning of year AUV at end of year 10.10 Number of units outstanding at end of year 39,350 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 397 LIMITED MATURITY BOND AUV at beginning of year 18.60 AUV at end of year 20.04 Number of units outstanding at end of year 980,531 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 19,648 A9 -------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF : 1.00% -------------------------------------------------------------------- LIQUID ASSET AUV at beginning of year 16.21 AUV at end of year 16.67 Number of units outstanding at end of year 905,779 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 15,098 MAGNA CAP AUV at beginning of year AUV at end of year 9.38 Number of units outstanding at end of year 14,603 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 137 MANAGED GLOBAL AUV at beginning of year 20.88 AUV at end of year 18.21 Number of units outstanding at end of year 1,458,58 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 26,561 MID CAP GROWTH AUV at beginning of year 43.37 AUV at end of year 32.79 Number of units outstanding at end of year 836,821 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 27,439 ING VP WORLDWIDE GROWTH FUND AUV at beginning of year AUV at end of year 7.07 Number of units outstanding at end of year 1,988 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 14 PRUDENTIAL JENNISON AUV at beginning of year AUV at end of year 6.34 Number of units outstanding at end of year 7,942 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 50 REAL ESTATE AUV at beginning of year 27.91 AUV at end of year 29.88 Number of units outstanding at end of year 349,958 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 10,457 RESEARCH AUV at beginning of year 27.05 AUV at end of year 21.03 Number of units outstanding at end of year 223,037 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 4,691 VAN KAMPEN GROWTH AND INCOME AUV at beginning of year 25.64 AUV at end of year 22.35 Number of units outstanding at end of year 1,509,592 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 33,736 A10 -------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF : 1.00% -------------------------------------------------------------------- CAPITAL GUARDIAN SMALL CAP AUV at beginning of year 18.77 AUV at end of year 18.31 Number of units outstanding at end of year 264,035 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 4,834 SMALL CAP OPPORTUNITIES AUV at beginning of year AUV at end of year 8.35 Number of units outstanding at end of year 3,234 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 27 PIMCO STOCKS PLUS AUV at beginning of year 11.85 AUV at end of year 10.39 Number of units outstanding at end of year 99,954 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 1,038 STRATEGIC EQUITY AUV at beginning of year 19.30 AUV at end of year 15.06 Number of units outstanding at end of year 172,533 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 2,599 TOTAL RETURN AUV at beginning of year 21.27 AUV at end of year 21.16 Number of units outstanding at end of year 231,273 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 4,893 VALUE EQUITY AUV at beginning of year 19.91 AUV at end of year 18.84 Number of units outstanding at end of year 311,818 -------------------------------------------------------------------- Total AUV at end of year (in thousands) 5,873 A11 Separate Account Annual Charges of 1.00%: All Cap AUV at beginning of period 10.00 AUV at end of period 11.74 Number of units outstanding at end of period 49,190 Total AUV at end of period (in thousands) 577 Asset Allocation Growth AUV at beginning of period 9.38 AUV at end of period 8.69 Number of units outstanding at end of period 3,236 Total AUV at end of period (in thousands) 28 Capital Appreciation AUV at beginning of period 26.03 AUV at end of period 22.43 Number of units outstanding at end of period 1,467,259 Total AUV at end of period (in thousands) 32,903 Capital Growth AUV at beginning of period 17.54 AUV at end of period 14.98 Number of units outstanding at end of period 199,338 Total AUV at end of period (in thousands) 2,986 Core Bond AUV at beginning of period 12.03 AUV at end of period 12.21 Number of units outstanding at end of period 15,512 Total AUV at end of period (in thousands) 189 Developing World AUV at beginning of period 7.67 AUV at end of period 7.19 Number of units outstanding at end of period 583,743 Total AUV at end of period (in thousands) 4,198 Diversified MidCap AUV at beginning of period 10.74 AUV at end of period 9.14 Number of units outstanding at end of period 8,410 Total AUV at end of period (in thousands) 77 Equity Income AUV at beginning of period 25.06 AUV at end of period 25.14 Number of units outstanding at end of period 2,471,747 Total AUV at end of period (in thousands) 62,147 Fully Managed AUV at beginning of period 27.28 AUV at end of period 29.69 Number of units outstanding at end of period 1,397,286 Total AUV at end of period (in thousands) 41,481 Growth AUV at beginning of period 22.44 AUV at end of period 15.50 Number of units outstanding at end of period 492,815 Total AUV at end of period (in thousands) 7,637 Janus Growth and Income AUV at beginning of period 10.00 AUV at end of period 8.92 Number of units outstanding at end of period 10,036 Total AUV at end of period (in thousands) 89 ING VP Growth Opportunities AUV at beginning of period 10.00 AUV at end of period 7.81 Number of units outstanding at end of period 508 Total AUV at end of period (in thousands) 4 Hard Assets AUV at beginning of period 17.10 AUV at end of period 14.88 Number of units outstanding at end of period 249,293 Total AUV at end of period (in thousands) 3,709 PIMCO High Yield AUV at beginning of period 10.12 AUV at end of period 10.25 Number of units outstanding at end of period 90,862 Total AUV at end of period (in thousands) 931 Internet TollkeeperSM AUV at beginning of period 10.00 AUV at end of period 7.64 Number of units outstanding at end of period 1,708 Total AUV at end of period (in thousands) 13 Investors AUV at beginning of period 10.00 AUV at end of period 10.71 Number of units outstanding at end of period 2,969 Total AUV at end of period (in thousands) 32 SP Jennison International Growth AUV at beginning of period 10.00 AUV at end of period 5.44 Number of units outstanding at end of period 305 Total AUV at end of period (in thousands) 2 Large Cap Value AUV at beginning of period 10.00 AUV at end of period 10.10 Number of units outstanding at end of period 39,349 Total AUV at end of period (in thousands) 397 Limited Maturity Bond AUV at beginning of period 18.60 AUV at end of period 20.04 Number of units outstanding at end of period 988,964 Total AUV at end of period (in thousands) 19,817 Liquid Asset AUV at beginning of period 16.21 AUV at end of period 16.67 Number of units outstanding at end of period 907,198 Total AUV at end of period (in thousands) 15,122 ING VP MagnaCap AUV at beginning of period 10.00 AUV at end of period 9.38 Number of units outstanding at end of period 14,602 Total AUV at end of period (in thousands) 137 Managed Global AUV at beginning of period 20.88 AUV at end of period 18.21 Number of units outstanding at end of period 1,467,294 Total AUV at end of period (in thousands) 26,719 MidCap Growth AUV at beginning of period 43.37 AUV at end of period 32.79 Number of units outstanding at end of period 841,845 Total AUV at end of period (in thousands) 27,604 ING VP Worldwide Growth AUV at beginning of period 10.00 AUV at end of period 7.07 Number of units outstanding at end of period 1,988 Total AUV at end of period (in thousands) 14 Jennison AUV at beginning of period 10.00 AUV at end of period 6.34 Number of units outstanding at end of period 7,943 Total AUV at end of period (in thousands) 50 Real Estate AUV at beginning of period 27.91 AUV at end of period 29.88 Number of units outstanding at end of period 353,470 Total AUV at end of period (in thousands) 10,562 Research AUV at beginning of period 27.05 AUV at end of period 21.03 Number of units outstanding at end of period 223,037 Total AUV at end of period (in thousands) 4,691 Van Kampen Growth and Income (formerly Rising Dividends) AUV at beginning of period 25.64 AUV at end of period 22.35 Number of units outstanding at end of period 1,518,575 Total AUV at end of period (in thousands) 33,936 Capital Guardian Small Cap AUV at beginning of period 18.77 AUV at end of period 18.31 Number of units outstanding at end of period 269,306 Total AUV at end of period (in thousands) 4,931 ING VP SmallCap Opportunities AUV at beginning of period 10.00 AUV at end of period 8.35 Number of units outstanding at end of period 3,234 Total AUV at end of period (in thousands) 27 PIMCO StocksPLUS Growth and Income AUV at beginning of period 11.85 AUV at end of period 10.39 Number of units outstanding at end of period 99,953 Total AUV at end of period (in thousands) 1,038 Strategic Equity AUV at beginning of period 19.30 AUV at end of period 15.06 Number of units outstanding at end of period 197,551 Total AUV at end of period (in thousands) 2,976 Total Return AUV at beginning of period 21.27 AUV at end of period 21.16 Number of units outstanding at end of period 231,273 Total AUV at end of period (in thousands) 4,893 Value Equity AUV at beginning of period 19.91 AUV at end of period 18.84 Number of units outstanding at end of period 313,059 Total AUV at end of period (in thousands) 5,897 - -------------------------------------------------------------------------------- APPENDIX B - -------------------------------------------------------------------------------- DESCRIPTION OF UNDERLYING INVESTMENT OPTIONS - -------------------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - -------------------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios available under this Contract. They are listed in this Appendix. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL. PLEASE KEEP IN MIND THE INVESTMENT RESULTS OF THE INVESTMENT PORTFOLIOS ARE LIKELY TO DIFFER SIGNIFICANTLY AND THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS RESPECTIVE INVESTMENT OBJECTIVE. SHARES OF THE PORTFOLIOS WILL RISE AND FALL IN VALUE AND YOU COULD LOSE MONEY BY INVESTING IN THE PORTFOLIOS. SHARES OF THE PORTFOLIOS ARE NOT BANK DEPOSITS AND ARE NOT GUARANTEED, ENDORSED OR INSURED BY ANY FINANCIAL INSTITUTION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. EXCEPT AS NOTED, ALL FUNDS ARE DIVERSIFIED, AS DEFINED UNDER THE INVESTMENT COMPANY ACT OF 1940. - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- THE GCG TRUST All Cap INVESTMENT OBJECTIVE Capital appreciation through investment in securities which the Portfolio Manager believes have above-average capital appreciation potential PRINCIPAL STRATEGIES Invests primarily in equity securities of U.S. companies of any size. Uses fundamental analysis to select securities of individual companies which offer greatest potential for capital appreciation across industries to reduce risk. Emphasis is on companies whose stock prices appear undervalued; special situations that may increase earnings or market price of the company's shares; growth potential due to technological advances, new products or services; or other significant new developments that may enhance future earnings. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and may affect the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small and Mid-Cap Company Risk, Undervalued Securities Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL AND MID-CAP COMPANY RISK refers to the risk that such companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. UNDERVALUED SECURITIES RISK refers to the risk that the market value of an undervalued security may not rise, or may fall, if certain anticipated events do not occur or if investor perceptions about the security do not improve. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers and the gains or losses on a single security or issuer will have a greater impact on the non- B1 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Salomon Brothers Asset Management Inc Capital INVESTMENT OBJECTIVE Appreciation Long-term capital growth PRINCIPAL STRATEGIES Invests primarily in equity securities believed to be undervalued relative to an issuer's current or projected earnings; relative to current market values of an issuer's assets; or relative to equity markets generally. The Portfolio also may invest in preferred stocks and debt instruments that are consistent with its investment objective for their potential growth of capital and not for their ability to generate income, and up to 25% of its assets in foreign securities. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Value Investing Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: A I M Capital Management, Inc. Capital Growth INVESTMENT OBJECTIVE Long-term total return. PRINCIPAL STRATEGIES Invests primarily in common stocks of middle capitalization companies with market capitalizations of up to $5 billion. Focus is on companies believed to offer superior relative earnings growth potential. The Portfolio Manager applies a growth-oriented investment philosophy defined by its early recognition of change, commitment to fundamental research, and emphasis on stock selection. The Portfolio also may invest in securities of larger companies, and may invest a substantial portion of its assets in securities issued by small, small-cap and mid-cap companies, which may offer greater opportunities for share price increase than larger companies. Equity and debt securities in which the Portfolio normally invests include common and preferred stocks, convertible securities, bonds, and notes. The Portfolio also may invest in foreign securities (including in emerging or developing markets); foreign currencies, options; lower-quality, high yielding debt securities (commonly called "junk bonds"); "zero-coupon" bonds; "payment-in-kind" bonds, and engage in short sales of securities it expects to decline in price. At times the Portfolio may invest more than 25% of its assets in securities of issuers in one or more market sectors if the investment return available justifies any additional risk associated with heavily investing in that sector. B2 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Foreign Investment Risk, Small and Mid-Cap Company Risk, High-Yield Bond Risk, and Industry Concentration Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. SMALL AND MID-CAP COMPANY RISK refers to the risk that smaller companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but also typically have greater potential volatility and principal and income risk. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Alliance Capital Management, L.P. Capital INVESTMENT OBJECTIVE Guardian Long-term capital appreciation Small Cap PRINCIPAL STRATEGIES Invests at least 80% of its total assets in equity securities of small capitalization ("small-cap") companies that have total market capitalizations equal to those within a universe of S & P SmallCap 600 Index stocks. May also invest up to 20% of its assets in companies outside of this range. Equity securities in which the Portfolio may invest include common or preferred stocks, or securities convertible into or exchangeable for equity securities, such as warrants and rights. The Portfolio may also hold up to 15% of its assets in money market instruments and repurchase agreements. Invests primarily in companies whose securities are traded on domestic stock exchanges or in the over-the-counter market that may still be in the developmental stage; older companies that appear to be entering a new stage of growth because of factors such as management changes or development of new technology, products or markets; or companies that may provide products or services with a high unit volume growth rate. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, and OTC Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may B3 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- involve greater risk. INVESTMENT MANAGER: Directed Services, Inc PORTFOLIO MANAGER: Capital Guardian Trust Company Core Bond INVESTMENT OBJECTIVE Maximum total return, consistent with preservation of capital and prudent investment management PRINCIPAL STRATEGIES Under normal circumstances, invests at least 80% of its net assets (plus borrowings for investment purposes) 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 based on the Portfolio Manager's forecast for interest rates. Invests primarily in investment-grade debt securities, but may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P or, if unrated, determined by the Portfolio Manager to be of comparable quality. May invest up to 20% of its assets in securities denominated in foreign currencies, and beyond this limit in U.S. dollar-denominated securities of foreign issuers, including Yankees and Euros. The Portfolio may also use foreign currency options and foreign currency forward contracts to increase exposure to foreign currency fluctuations. Normally hedges at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio may engage in derivative transactions on securities in which it is permitted to invest, on securities indexes, interest rates and foreign currencies; may lend its portfolio securities to brokers, dealers and other financial institutions to earn income; and may seek without limitation to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The "total return" sought by the Portfolio consists of income earned on the Portfolio's investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Interest Rate Risk, Issuer Risk, Credit Risk, Foreign Investment Risk, Currency Risk, Derivative Risk, Liquidity Risk, Mortgage Risk, and Leveraging Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. ISSUER RISK refers to the risk that the value of a security may decline for a number of reasons which are directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. CURRENCY RISK refers to the risk that changes in currency exchange rates may affect foreign securities held by the portfolio and may reduce the returns of the portfolio. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. LIQUIDITY RISK refers to the risk that investments in illiquid securities may reduce the portfolio's returns because it may be unable to sell the illiquid securities at an advantageous time or price. MORTGAGE RISK refers to the risk that rising interest rates tend to extend the B4 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk, which may require a portfolio to reinvest that money at lower prevailing interest rates, thus reducing the portfolio's returns. LEVERAGING RISK refers to the risk that that the use of leverage may cause a portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Pacific Investment Management Company LLC Developing INVESTMENT OBJECTIVE World Capital appreciation PRINCIPAL STRATEGIES Invests primarily in the equity securities of companies in "emerging market countries." Normally invests in at least six emerging market countries with no more than 35% of its assets in any one country. Emerging market countries are those that are identified as such in the Morgan Stanley Capital International Emerging Markets Free Index, or the International Finance Corporation Emerging Market Index, or by the Portfolio Manager because they have a developing economy or because their markets have begun a process of change and are growing in size and/or sophistication. Investment process seeks to deliver superior risk-adjusted returns using fundamental analysis to evaluate key investment drivers at both the country and company level to identify unrecognized growth opportunities. Equity securities in which the Portfolio invests are primarily common stocks, but may also include other types of equity and equity derivative securities. May invest 10% in debt securities rated below investment-grade. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Emerging Market Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to, investing in foreign issuers in general. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Baring International Investment Limited Diversified INVESTMENT OBJECTIVE Mid-Cap Long-term growth of capital. PRINCIPAL STRATEGIES Normally invests in primarily in common stocks. Normally invests at least 80% of its assets in securities of companies with medium market capitalizations (i.e., equaling or exceeding $250 million and similar to the top range of the Russell Midcap or Standard & Poor's MidCap 400 Indexes at time of investment). May also invest in companies with smaller or larger market capitalizations and in securities of foreign issuers in addition to securities of domestic issuers. The Portfolio Manager is not constrained by any particular investment style and at any given time, B5 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- may buy "growth" stocks or "value" stocks, or a combination of both types. Relies on fundamental analysis to evaluate the current financial condition, industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates and management. Statistical models are then used to further evaluate growth potential, valuation, liquidity and investment risk. Focus is on securities that offer strong opportunities for long-term growth of capital and are attractively valued. May use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease exposure to changing security prices or other factors that affect security values. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Value Investing Risk, Small Company Risk, Foreign Investment Risk, and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Fidelity Management & Research Company Equity Growth INVESTMENT OBJECTIVE Long-term capital appreciation. PRINCIPAL STRATEGIES Invests primarily in growth-oriented equity securities of large capitalization U.S. and, to a limited extent, foreign companies that are listed on U.S. exchanges or traded in U.S. markets. Invests primarily in companies with market capitalizations of $10 billion or more that exhibit strong earnings growth. Emphasizes individual security selection and may focus the Portfolio's holdings within the limits permissible for a diversified fund. Under normal circumstances, invests at least 80% of its net assets in equity securities. The Portfolio Manager follows a flexible investment program in looking for companies with above-average capital appreciation potential, focusing on companies with consistent or rising earnings growth records, potential for strong free cash flow and compelling business strategies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Price Volatility Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a B6 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. PRICE VOLATILITY RISK refers to the risk that the value of the portfolio changes as the prices of its investments go up and down. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Equity Income INVESTMENT OBJECTIVE Substantial dividend income as well as long-term growth of capital. PRINCIPAL STRATEGIES Normally invests at least 80% of its assets in common stocks, with 65% in the common stocks of well-established companies paying above-average dividends. The Portfolio Manager typically employs a "value" approach in selecting investments, seeking companies that appear to be undervalued by various measures and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth. In selecting investments, the Portfolio Manager generally looks for companies with an established operating history, above-average dividend yield relative to the S&P 500; low price/earnings ratio relative to the S&P 500; a sound balance sheet and other positive financial characteristics; and low stock price relative to a company's underlying value as measured by assets, cash flow or business franchises. Invests primarily in U.S. common stocks, but may also invest in other securities, including foreign securities, debt securities, and futures and options in keeping with its objective. May also invest in shares of the T. Rowe Price Reserve Investment Funds, Inc., an internally managed money market fund of T. Rowe Price; and may invest in securities that do not meet its normal criteria when perceives unusual opportunity for gain. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, and Value Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: T. Rowe Price Associates, Inc. Focus Value INVESTMENT OBJECTIVE Long-term growth of capital PRINCIPAL STRATEGIES Invests primarily in a diversified portfolio consisting of equity securities believed to be undervalued relative to its assessment of the current or prospective condition of the issuer. The Portfolio may invest in securities that are selling at a substantial discount to their intrinsic value, as measured by such factors as price-to-book ratio, price-to-earnings ratio and cash flow; securities that are undervalued relative to prevailing market ratios; in securities of companies or institutions that are experiencing poor operating conditions; or in debt securities of any maturity. Although not principal strategies, the Portfolio may invest at time of purchase, up to 10% of its total B7 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- asset value in high yield debt securities that are rated below investment grade, commonly called "junk bonds;" up to 10% of its total assets in the equity and fixed income securities of foreign issuers; and in debt securities issued or guaranteed by foreign government entities, commonly known as "sovereign debt securities." Normally invests a portion of its investments in short-term debt securities and cash or cash equivalents (including repurchase agreements) when unable to find attractive equity or long-term debt securities; to reduce exposure to these markets temporarily; or to meet redemptions. Short-term investments may limit the potential for an increase in the value of the Portfolio. The Portfolio may also invest up to 15% of its net assets in illiquid securities; borrow amounts up to 20% of its total assets from banks as a temporary measure for extraordinary or emergency purposes; and may write (i.e., sell) covered call options not exceeding 10% of its total assets and enter into closing transactions with respect to these options. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Risks of Securities of Issuers with Financial and Economic Problems, and Debt Securities Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. MORTGAGE RISK refers to the risk that rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk, which may require a portfolio to reinvest that money at lower prevailing interest rates, thus reducing the portfolio's returns. RISK OF SECURITIES OF ISSUERS WITH FINANCIAL AND ECONOMIC PROBLEMS refers to the risk that investments in securities of issuers in weak financial condition or experiencing poor operating results involves a high degree of risk of substantial and, at times, even total loss. These securities may not be widely traded and are subject to abrupt and rapid market movement and above average volatility. DEBT SECURITIES RISK refers to the risks inherent in investing in debt securities, such as bonds. These risk include credit risk (the risk that the borrower will not make timely payments of principal and interest); and interest rate risk (the risk that the value of the security may fall when interest rates rise). The Portfolio also may be subject, to a lesser extent, to the following general risks, which are described in more detail in the prospectus: FOREIGN INVESTMENT RISK; BORROWING AND LEVERAGE RISK; SECURITIES LENDING RISK, WRITING COVERED CALL OPTIONS RISK, JUNK BOND RISK, CALL AND REDEMPTION RISK; SOVEREIGN DEBT RISK; ILLIQUID SECURITIES RISK; RESTRICTED SECURITIES RISK; AND RULE 144A RISK. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Mercury Advisors Fully Managed INVESTMENT OBJECTIVE Over the long-term, a high total investment return, consistent with the preservation of capital and with prudent investment risk PRINCIPAL STRATEGIES Pursues an active asset allocation strategy whereby investments are allocated among three asset classes - equity securities, debt securities and money market instruments. Uses a value approach to reduce risk and maximize gains. Invests primarily in common stocks of established companies that are believed to have above-average potential for capital growth. Common stocks typically comprise at least half of the Portfolio's total assets. Remaining assets are generally invested in other securities, including convertibles, warrants, preferred stocks, corporate and government debt, foreign securities, futures, and options on securities, financial indices and foreign currencies as a cash management tool. Also may invest in short-term U.S. dollar-denominated obligations of foreign banks if, at the time of purchase, such banks have more than $1 billion in assets. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio may purchase securities that B8 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- do not meet its normal investment criteria when perceives unusual opportunity for gain. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Value Investing Risk, and Allocation Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. ALLOCATION RISK refers to the risk that a portfolio could miss attractive investment opportunities by underweighting markets where there are significant returns, and could lose value by overweighting markets where there are significant declines. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: T. Rowe Price Associates, Inc. Fundamental INVESTMENT OBJECTIVE Growth Long-term growth of capital PRINCIPAL STRATEGIES Invests in a diversified portfolio consisting primarily of common stocks. Generally invests at least 65% of its total assets in the following equity securities: common stock; convertible preferred stock; securities convertible into common stock; and rights to subscribe to common stock. Emphasizes common stocks of companies with medium to large stock market capitalization ($500 million or more) that have above-average rates of earnings growth. May invest up to 10% of its total assets in securities issued by foreign companies, including American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") or other securities representing interests in securities of foreign companies. The Portfolio's restriction limiting investments in foreign securities to 10% of total assets does not include ADRs. The Portfolio may also lend portfolio securities. Normally invests a portion of its assets in short-term debt securities, such as commercial paper, and may also invest without limitation in short-term debt securities (including repurchase agreements), non-convertible preferred stocks and bonds, or government and money market securities when the Portfolio Manager is unable to find enough attractive equity investments and to reduce exposure to equities when it is deemed advisable to do so on a temporary basis, and to meet redemptions. Short-term investments and temporary defensive positions may limit the potential to achieve its goal of long-term growth of capital. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Foreign Investment Risk, Securities Lending Risk and Derivatives Risk MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less B9 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. SECURITIES LENDING RISK refers to the risk that there may be a delay in receiving additional collateral if value of securities loaned decreases, delay in recovering securities loaned or even loss of rights to collateral if the borrower fails financially. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Mercury Advisors Global INVESTMENT OBJECTIVE Franchise Long-term capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities of issuers located throughout the world that it believes have, among other things, resilient business franchises and growth potential. Emphasizes individual stock selection and seeks to identify undervalued securities of issuers located throughout the world, including both developed and emerging market countries. Under normal market conditions, invests in securities of issuers from at least three different countries, which may include the United States. Securities are selected on a global basis with a strong bias towards value. The franchise focus of the Portfolio is based on the belief that intangible assets underlying a strong business franchise (such as patents, copyrights, brand names, licenses or distribution methods) are difficult to create or to replicate and that carefully selected franchise companies can yield above-average potential for long-term capital appreciation. The Portfolio may concentrate its holdings in a relatively small number of companies and may invest up to 25% of its assets in a single issuer. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Emerging Market Risk, Price Volatility Risk, Derivative Risk, Diversification Risk and Small Company Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. PRICE VOLATILITY RISK refers to the risk that the value of the portfolio changes as the prices of its investments go up and down. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. B10 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Growth INVESTMENT OBJECTIVE Capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities selected for their growth potential. The Portfolio may invest in companies of any size, from larger, well-established companies to smaller, emerging growth companies; without limit in foreign equity and debt securities (including in emerging or developing markets); up to 35% of its net assets in high-yield bonds; and in forward foreign currency contracts, futures and options. The Portfolio Manager applies a "bottom up" approach in choosing investments in companies with earnings growth potential. If the Portfolio Manager is unable to find such investments, a significant portion of the Portfolio's assets may be in cash or similar investments. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small Company Risk, Foreign Investment Risk and High Yield Bond Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC Hard Assets INVESTMENT OBJECTIVE Long-term capital appreciation PRINCIPAL STRATEGIES Invests at least 80% of its assets in the equities of producers of commodities. May invest in equity securities and debt securities of hard asset companies, including structured notes, whose value is linked to the price of a hard asset commodity or a commodity index. Hard asset companies are companies that are directly or indirectly engaged significantly in the exploration, development, production or distribution of commodities. Also may invest in securities of foreign issuers (including up to 35% in South Africa); ompanies not engaged in natural resources/hard asset activities; investment-grade corporate debt; U.S. government or foreign obligations; money market instruments; repurchase agreements; special classes of shares available only to foreign persons in those markets that restrict ownership of certain B11 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- classes of equity to nationals or residents of that country; derivatives; and equity securities listed on the U.S. or foreign securities exchanges or traded over-the-counter. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Hard Asset Risk, Sector Concentration Risk, Industry Concentration Risk, OTC Investment Risk, Foreign Investment Risk, Emerging Market Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. HARD ASSET RISK refers to the risk that the production and marketing of hard assets (commodities) may be affected by actions and changes in governments. Securities of hard asset companies may be subject to broad price fluctuations, reflecting volatility of energy and basic materials prices and possible instability of supply of various hard assets. SECTOR CONCENTRATION RISK refers to the risk that, to the extent a portfolio's assets are concentrated in a single market sector, volatility in that sector will have a greater impact on the portfolio than it would on a fund that has not concentrated its investment. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Baring International Investment Limited International INVESTMENT OBJECTIVE Enhanced Total return from long-term capital growth and income EAFE PRINCIPAL STRATEGIES Under normal conditions, invests at least 80% of its total assets in a broad portfolio of equity securities of established foreign companies of various sizes, including foreign subsidiaries of U.S. companies, based in countries represented in the Morgan Stanley Capital International, Europe, Australia and Far East Index (the "EAFE Index"). The EAFE Index is a widely recognized benchmark of the world's stock markets (excluding the United States). Equity securities include common stocks, preferred stocks, securities that are convertible into common stocks and warrants to purchase common stocks. These investments may take the form of depositary receipts. Investment process emphasizes stock selection as the primary source of returns. Emphasis is on `bottom-up' security selection driven by fundamental research and analysis and extensive direct contact with company management. The Portfolio Manager, completes the process by using disciplined portfolio construction and formal risk control techniques to build a portfolio that reflects B12 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- its stock selection ideas, while also seeking to manage risk relative to the EAFE Index. The Portfolio Manager will seek to diversify the Portfolio by investing in at least three issuers in several countries other than the United States, but may invest a substantial part of its assets in just one country. The Portfolio may invest in securities denominated in U.S. dollars, major reserve currencies and currencies of other countries in which it can invest. Although the Portfolio invests primarily in equities of companies based in countries that are represented in the EAFE Index, it may also invest up to 20% of its assets in other types of securities, including companies or governments in developing countries; investment grade debt securities rated of Baa or higher by Moody's Investors Service, Inc.("Moody's"), BBB or higher by Standard & Poor's Corporation ("S&P") or the equivalent by another national rating organization or unrated securities of comparable quality; debt securities denominated in currencies other than U.S. dollar or issued by a single foreign government or international organization, such as the World Bank; high-quality money market instruments and repurchase agreements. To temporarily defend its assets, the Portfolio may invest any amount of its assets in high-quality money market instruments and repurchase agreements. Where capital markets in certain countries are either less developed or not easy to access, the Portfolio may invest in these countries by investing in closed-end investment companies that are authorized to invest in those countries. The Portfolio may invest in derivatives to hedge various market risks or to increase the Portfolio's income or gain. The Portfolio is not diversified and may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. The Portfolio may change any of these investment policies (including its investment objective) without shareholder approval. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Emerging Market Risk, Small Company Risk, Unsponsored Depositary Receipts Risk, Convertible and Fixed Income Securities Risk, Closed-End Investment Company Risk, Derivative Risk, Defensive Investing Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. UNSPONSORED DEPOSITARY RECEIPTS RISK refers to the risk that unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. CONVERTIBLE AND FIXED INCOME SECURITIES RISK refers to the risk that the market value of convertible securities and fixed income securities tends to decline as interest rates increase and increase as interest rates decline. Such a drop could be worse if the portfolio invests a larger portion of its assets in debt securities with longer maturities. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates. Securities that are rated Baa by Moody's or BBB by S&P may have fewer protective provisions than higher rated securities. The issuer may have trouble making principal and interest payments when difficult economic conditions exist. CLOSED-END INVESTMENT COMPANY RISK refers to the risk that investments in closed-end investment companies may entail added expenses such as additional management fees and trading costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DEFENSIVE INVESTING RISK refers to the risk that investing a substantial portion of its assets in money market instruments, repurchase agreements and U.S. government debt, including where the B13 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- portfolio is investing for temporary defensive purposes, could reduce the portfolio's potential returns. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: J.P. Morgan Fleming Asset Management (London) Limited International INVESTMENT OBJECTIVE Equity Long-term growth of capital PRINCIPAL STRATEGIES Under normal conditions, invests at least 80% of its net assets in equity securities of issuers located in countries outside of the United States. Equity securities may include common and preferred stocks, warrants and convertible securities. The Portfolio may invest in companies located in countries with emerging securities markets when believed to present attractive investment opportunities and also may invest up to 20% of its assets in securities of U.S. issuers, including investment-grade debt securities. The Portfolio invests primarily in equity securities of larger companies, but may also invest in small- and medium-sized companies. The Portfolio Manager will invest at least 65% of the Portfolio in assets of companies which, based upon a fundamental analysis of a company's earning prospects, it believes will experience faster earnings per share growth than that of other companies in one or more of the same market, sector, or industry. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Medium and Small Company Risk, Liquidity Risk, Debt Securities Risk, Emerging Market Risk, and Market Trends Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that it invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. MEDIUM AND SMALL COMPANY RISK refers to the risk that these companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. LIQUIDITY RISK refers to the risk that a portfolio's investments in illiquid securities may reduce the returns of the portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DEBT SECURITIES RISK refers to the risks inherent in investing in debt securities, such as bonds. These risk include credit risk (the risk that the borrower will not make timely payments of principal and interest); and interest rate risk (the risk that the value of the security may fall when interest rates rise). EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. MARKET TRENDS RISK refers to the risk that from time to time, the stock market may not favor the securities in which the Portfolio invests. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: ING Investments, LLC B14 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Internet INVESTMENT OBJECTIVE TollkeeperSM * Long-term growth of capital *"Internet PRINCIPAL STRATEGIES TollkeeperSM" Invests, under normal circumstances, at least 80% of its net is a service assets plus any borrowings for investment purposes (measured at mark of time of investment) in equity investments of "Internet Goldman, Sachs Tollkeeper" companies. Internet Tollkeeper companies are & Co. Goldman, companies in the media, telecommunications, technology and Sachs & Co. Internet sectors, which provide access, infrastructure, content has licensed and services to Internet companies and Internet users, and which the service generally have predictable, sustainable or recurring revenue mark to streams. The Portfolio may invest in companies that merely have Directed an Internet site or sell some products over the Internet as part Services, of the Portfolio's 20% basket of securities which are not or may Inc. to use not be defined as Internet Tollkeepers. in connection with the Because the Portfolio concentrates its investments in Internet Portfolio. Tollkeeper companies, the Portfolio's performance may be substantially different from the returns of the broader stock market and of "pure" Internet funds. The Portfolio may participate significantly in the initial public offering ("IPO") market; invest up to 35% of its total assets in companies whose rapid adoption of an Internet strategy is expected to improve their cost structure, revenue opportunities or competitive advantage and Internet-based companies believed to exhibit a sustainable business model; and invest up to 25% of its total assets in foreign securities, including securities of issuers in emerging markets or countries and securities quoted in foreign currencies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Interest Rate Risk, Credit Default Risk, Internet Risk, IPO Risk, Industry Concentration Risk, Price Volatility Risk, Growth Investing Risk, Foreign Investment Risk, Emerging Market Risk, Stock Risk, Derivative Risk, Liquidity Risk, and REIT Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT DEFAULT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. IPO RISK refers to the risk that Initial Public Offerings or "IPOs" may be more volatile than other securities, and may have a magnified impact on the portfolio during the start-up phase when the portfolio's asset base is relatively small. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. PRICE VOLATILITY RISK refers to the risk that the value of the Portfolio changes as the prices of its investments go up and down. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET Risk refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. STOCK RISK refers to the risk that stock prices have historically risen and fallen in periodic cycles. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. LIQUIDITY RISK refers to the risk that a portfolio's investments in illiquid securities may reduce the returns of the portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. REIT RISK refers to the risk that investing in Real Estate Investment Trusts or "REITs" B15 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- involves certain unique risks in addition to those risks associated with investing in the real estate industry in general, including more abrupt or erratic price movements and lack of market liquidity. REITs whose underlying properties are concentrated in a particular industry or geographic region are also subject to risks affecting such industries and regions. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. Investors INVESTMENT OBJECTIVE Long-term growth of capital. Current income is a secondary objective. PRINCIPAL STRATEGIES Invests primarily in equity securities of U.S. companies. May also invest in other equity securities, and to a lesser degree, in income producing securities such as debt securities. Emphasizes individual security selection while spreading investments across industries, which may help to reduce risk. Portfolio Manager's bottom-up approach focuses on identifying established large capitalization companies with over $5 billion in market capitalization, and companies with solid growth potential at reasonable values. The Portfolio Manager employs fundamental analysis to analyze each company in detail, ranking its management, strategy and competitive market position. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Maturity Risk, and Growth Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. Fixed income securities with longer maturities will be more volatile than fixed income securities with shorter maturities. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER Salomon Brothers Asset Management Inc. J.P. Morgan INVESTMENT OBJECTIVE Fleming Small Capital growth over the long term Cap Equity PRINCIPAL STRATEGIES Under normal market conditions, invests at least 80% of its total assets in equity securities of small-cap companies with market capitalization equal to those within a universe of Standard & Poor's SmallCap 600 Index stocks. Focuses on companies with high quality management; a leading or dominant position in a major product line, new or innovative products, services or processes; a strong financial position; and a B16 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- relatively high rate of return of invested capital available for financing future growth without borrowing extensively from outside sources. The Portfolio Manager uses a disciplined stock selection process, which focuses on identifying attractively valued companies with positive business fundamentals. The Portfolio combines growth and value investing. The Portfolio may invest up to 20% of its total assets in: foreign securities, including depositary receipts; convertible securities, which generally pay interest or dividends and which can be converted into common or preferred stock; and high-quality money market instruments and repurchase agreements. The Portfolio may invest in real estate investment trusts ("REITs"), which are pools of investments consisting primarily of income-producing real estate or loans related to real estate; and in derivatives to hedge various market risks or to increase the Portfolio's income or gain. The Portfolio may change any of these investment policies (including its investment objective) without shareholder approval. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, Foreign Investment Risk, Unsponsored Depository Risk, Convertible Securities Risk, REIT Risk, Derivative Risk, and Defensive Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. These risks increase when investing in issuers located in developing countries. UNSPONSORED DEPOSITARY RECEIPTS RISK refers to the risk that unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. CONVERTIBLE SECURITIES RISK refers to the risk that the market value of convertible securities tends to decline as interest rates increase and increase as interest rates decline, and their value also tends to change whenever the market value of the underlying common or preferred stock fluctuates. REIT RISK refers to the risk that the value of REITs will depend on the value of the underlying properties or underlying loans; REITS may decline when interest rates rise; the value of a REIT will also be affected by the real estate market and by management of the REIT's underlying properties; and REITs may be more volatile or illliquid than other types of securities. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DEFENSIVE INVESTING RISK refers to the risk that investing a substantial portion of its assets in money market instruments, repurchase agreements and U.S. government debt, including when investing for temporary defensive purposes, could reduce the portfolio's returns. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: J.P. Morgan Fleming Asset Management (USA) Inc. Janus Growth INVESTMENT OBJECTIVE and Income Long-term capital growth and current income PRINCIPAL STRATEGIES Normally emphasizes investments in common stocks. 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 believed to have income potential. Because of this investment strategy, the Portfolio is B17 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- not designed for investors who need consistent income. The Portfolio Manager shifts assets between the growth and income components of the Portfolio based on the its analysis of relevant market, financial and economic conditions. If the Portfolio Manager believes that growth securities will provide better returns than the yields available or expected on income-producing securities, the Portfolio will place a greater emphasis on the growth component. The growth component of the Portfolio is expected to consist primarily of common stocks, but may also include warrants, preferred stocks or convertible securities selected primarily for their growth potential. The income component of the Portfolio will consist of securities that the Portfolio Manager believes have income potential, including equity securities, convertible securities and all types of debt securities. Equity securities may be included in the income component of the Portfolio if they currently pay dividends or the Portfolio Manager believes they have the potential for either increasing their dividends or commencing dividends, if none are currently paid. The Portfolio may also invest in debt securities; without limit in foreign equity and debt securities (either indirectly through depositary receipts or directly in foreign markets); high-yield bonds (up to 35%) of any quality; index/structured securities; options, futures, forwards, swaps and other types of derivatives for hedging purposes or for non-hedging purposes such as seeking to enhance return; securities purchased on a when-issued, delayed delivery or forward commitment basis; illiquid investments (up to 15%); special situation companies; and in cash or similar investments when market conditions are unfavorable. Portfolio turnover rates are generally not a factor in making buy and sell decisions. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Maturity Risk, Growth Investing Risk, Foreign Investment Risk, High Yield Bond Risk, and Special Situations Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. Fixed income securities with longer maturities will be more volatile than fixed income securities with shorter maturities. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SPECIAL SITUATIONS RISK refers to the risk that investments in special situations companies may not appreciate if an anticipated development does not occur or does not attract anticipated attention. An investment in the Portfolio may also be subject to the following additional non-principal risks which are described in detail in the prospectus: Derivative Risk, Sector Risk, Small Company Risk, and Call Risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC B18 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Large Cap INVESTMENT OBJECTIVE Value Long-term growth of capital and income PRINCIPAL STRATEGIES Under normal market conditions, invests at least 80% of its assets in equity and equity-related securities of companies with market capitalization greater than $1 billion at the time of investment. In selecting investments, greater consideration is given to potential appreciation and future dividends than to current income. The Portfolio may hold American Depositary Receipts, which are U.S. registered securities of foreign issuers that are denominated in U.S. dollars, and other securities representing ownership interests in securities of foreign companies, such as European Depositary Receipts and Global Depositary Receipts. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, and Growth Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER Capital Guardian Trust Company Limited INVESTMENT OBJECTIVE Maturity Bond Highest current income consistent with low risk to principal and liquidity. As a secondary objective, the Portfolio 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. PRINCIPAL STRATEGIES Invests primarily in a diversified portfolio of limited maturity debt securities. These short- to intermediate-term debt securities have remaining maturities of seven years or less. The dollar-weighted average maturity of the Portfolio generally will not exceed five years and in periods of rapidly rising interest rates may be shortened to one year or less. The Portfolio Manager utilizes a decision making process based on active duration management; yield curve analysis; sector selection; and security selection. Invests in non-government securities only if rated Baa3 or better by Moody's Investors Service, Inc. ("Moody's") or BBB- or better by Standard & Poor's Corporation ("S&P") or, if not rated by Moody's or S&P, the Portfolio Manager determines that they are of comparable quality. Money market securities must be rated in the two highest rating categories by Moody's (P-1 or P-2) or S&P (A-1+, A-1 or A-2), or determined to be of comparable quality by the Portfolio Manager. In addition, may purchase private placements of debt securities (which are often restricted securities) along with other illiquid securities, subject to appropriate limits. The Portfolio may borrow up to 10% of the value of its net assets. This amount may be increased to 25% for temporary purposes. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Issuer Risk, Credit Risk, and Call Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or B19 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. ISSUER RISK refers to the risk that the value of a security may decline for a number of reasons which are directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: ING Investment Management LLC Liquid Asset INVESTMENT OBJECTIVE High level of current income consistent with the preservation of capital and liquidity PRINCIPAL STRATEGIES The Portfolio Manager strives to maintain a stable $1 per share net asset value and its investment strategy focuses on safety of principal, liquidity and yield, in order of importance, to achieve this goal. At least 95% of the Portfolio's investments must be rated in the highest short-term ratings category (or determined to be of comparable quality by the Portfolio Manager) and the Portfolio Manager must make an independent determination that each investment represents minimal credit risk to the Portfolio. The average maturity of the Portfolio's securities may not exceed 90 days and the maturity of any individual security may not exceed 397 days. At the time of purchase, no more than 5% of total assets may be invested in the securities of a single issuer. In addition, no more than 10% of total assets may be subject to demand features or guarantees from a single institution. The 10% demand feature and guarantee restriction is applicable to 75% of total assets subject to certain exceptions. The Portfolio may invest in U.S. dollar-denominated money market instruments. PRINCIPAL RISKS Principal risks include Manager Risk, Income Risk, Interest Rate Risk, and Credit Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. AN INVESTMENT IN THE LIQUID ASSET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE PORTFOLIO SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE PORTFOLIO, AND THE PORTFOLIO MANAGER CANNOT ASSURE THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER ING Investment Management LLC Managed Global INVESTMENT OBJECTIVE Capital appreciation. Current income is only an incidental consideration. B20 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL STRATEGIES Invests primarily in common stocks traded in securities markets throughout the world. The Portfolio may invest up to 100% of its total assets in securities traded in securities markets outside the United States. The Portfolio generally invests at least 65% of its total assets in at least three different countries, one of which may be the United States. In unusual market circumstances where the Portfolio Manager believes that foreign investing may be unduly risky, all of the Portfolio's assets may be invested in the United States. The Portfolio may hold a portion of its assets in cash or money market instruments; and may invest in any type of company, large or small, with earnings showing relatively strong growth trend, or in a company in which significant further growth is not anticipated but whose securities are thought to be undervalued, and also in small and relatively less well known companies. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Emerging Market Risk, Small Company Risk, Foreign Investment Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Capital Guardian Trust Company Mid-Cap INVESTMENT OBJECTIVE Growth Long-term growth of capital PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in common stocks and related securities (such as preferred stocks, convertible securities and depositary receipts) of companies with medium market capitalizations (or "mid-cap companies") believed to have above-average growth potential. The Portfolio Manager defines mid-cap companies as companies with market capitalizations equaling or exceeding $250 million but not exceeding the top range of the Russell MidCap Growth Index at the time of investment. The Portfolio's investments may include securities listed on a securities exchange or traded in the over-the-counter markets. The Portfolio uses a bottom-up investment style in managing the Portfolio. The Portfolio may invest in foreign securities (including emerging markets securities), and may have B21 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of foreign currency at a future date. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Mid-Cap Company Risk, OTC Investment Risk, Growth Investing Risk, Foreign Investment Risk, Emerging Market Risk, Diversification Risk, High Yield Bond Risk and Short Sales Risk MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. MID-CAP COMPANY RISK refers to the risk that investment in mid-cap companies entails greater risk than investing in larger, more established companies because they have more narrow product lines, more limited financial resources and a more limited trading market for their stocks. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SHORT SALES RISK refers to the risk that the potential loss on a short sale may exceed the entire amount of the collateral deposited. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Real Estate INVESTMENT OBJECTIVE Capital appreciation. Current income is a secondary objective. PRINCIPAL STRATEGIES Invests at least 80% of its assets in equity securities of companies in the real estate industry that are listed on national exchanges or the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). Focus is on real estate investment trusts ("REITs") as well as real estate operating companies that invest in a variety of property types and regions. Securities are generally selected for long-term investment. The majority of the Portfolio's assets are invested in companies that have at least 50% of their assets in, or that derive at least 50% of their revenues from, the following sectors of the real estate industry: ownership (including listed real estate investment trusts); construction and development; asset sales; property management or sale; and other related real estate services. The Portfolio may invest more than 25% of its assets in any of the above sectors. The Portfolio also may invest in equity, debt, or convertible securities of issuers whose products and services are related to the real estate industry; financial institutions which issue or service B22 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- mortgages; and securities of companies unrelated to the real estate industry but which have significant real estate holdings believed to be undervalued. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Real Estate Risk, Industry Concentration Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. REAL ESTATE RISK refers to the risk that, although the portfolio will not invest in real estate directly, it may invest in real estate industry companies, including real estate investment trusts ("REITs"). As a result, the portfolio may be subject to certain risks associated with direct ownership of real estate and the real estate industry in general, including declines in the value of real estate, adverse changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, tenant credit worthiness and ability to meet rent obligations, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, and increase in interest rates. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Research INVESTMENT OBJECTIVE Long-term growth of capital and future income PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in common stocks and related securities (such as preferred stocks, convertible securities and depositary receipts). Focus is on companies believed to have favorable prospects for long-term growth, attractive valuations based on current and expected earnings or cash flow, dominant or growing market share and superior management. The Portfolio may invest in companies of any size, and its investments may include securities traded on securities exchanges or in the over-the-counter markets. The Portfolio may invest in foreign equity securities (including emerging market securities), and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of foreign currency at a future date. The Portfolio may engage in active and frequent trading to achieve its principal investment stategies, which increases transaction costs and could detract from the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, OTC Investment Risk and Foreign Investment Risk, High Yield Bond Risk and Frequent Trading Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments B23 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. FREQUENT TRADING RISK refers to the risk that active and frequent trading increases transactions costs, which detract from performance. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Special INVESTMENT OBJECTIVE Situations Capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities selected for their capital appreciation potential. The Portfolio Manager applies a bottom-up investment approach to select stocks of "special situation" companies believed to have been overlooked or undervalued by other investors. A "special situation" arises when, in the Portfolio Manager's opinion, securities of a particular company will appreciate in value due to a specific development with respect to that issuer. Special situations may include significant changes in a company's allocation of its existing capital, a restructuring of assets, or a redirection of free cash flows. Special situations may also result from (i) significant changes in industry structure through regulatory developments or shifts in competition; (ii) a new or improved product, service, operation or technological advance; (iii) changes in senior management; or (iv) significant changes in cost structure. The Portfolio Manager pays particular attention to companies that it thinks have high free cash flows. The Portfolio is non-diversified and may hold larger positions in a smaller number of securities than a diversified fund. The Portfolio may also invest in debt securities; foreign equity and debt securities (either indirectly through depositary receipts or directly in foreign markets); high-yield bonds (up to 35%) of any quality; index/structured securities; options, futures, forwards, swaps and other types of derivatives for hedging purposes or for non-hedging purposes such as seeking to enhance return; securities purchased on a when-issued, delayed delivery or forward commitment basis; and illiquid investments (up to 15%). Portfolio turnover rates are generally not a factor in making buy and sell decisions. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, Foreign Investment Risk, High Yield Bond Risk, Special Situations Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SPECIAL SITUATIONS RISK refers to the risk that investments in special situations companies may not appreciate if an B24 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- anticipated development does not occur or does not attract the anticipated attention. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. Investment in the Portfolio may also be subject to the following non-principal risks, which are described in more detail in the prospectus: Derivative Risk, and Sector Concentration Risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC Strategic INVESTMENT OBJECTIVE Equity Capital appreciation PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in securities of mid-cap companies with market capitalizations, at the time of purchase, within the range of market capitalizations of companies included in theRussell Midcap Index. Under Normal conditions, the top 10 holdings may comprise up to 40% of total assets. The Portfolio may also invest up to 25% of its total assets in foreign securities. In complying with the 80% requirement, the Portfolio will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments that have economic characteristics similar to the Portfolio's direct investments, such as warrants, futures, options, exchange-traded funds and ADRs. Any percentage limitations with respect to assets of the Portfolio are applied at the time of purchase. Focuses on companies believed likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The Portfolio Manager usually sells a particular security when any of those factors materially changes. As a result of the Portfolio's investment strategy, the market prices of many of the securities purchased and held by the Portfolio may fluctuate widely. Any income received from securities held by the Portfolio is incidental. The Portfolio's strategy does not preclude investment in large, seasoned companies that the Portfolio Manager believes possess superior potential returns similar to companies with formative growth profiles, or in established smaller companies (under $500 million in market capitalization) which may offer exceptional value based upon substantially above-average earnings growth potential relative to market value. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small Company Risk, Foreign Investment Risk, Mid-Cap Company Risk, and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. MID-CAP COMPANY RISK refers to the risk that investment in mid-cap companies entails greater risk than investing in larger, more established companies because they have more narrow product lines, more limited financial resources and a more limited trading market for their stocks. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying B25 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: A I M Capital Management, Inc. Total Return INVESTMENT OBJECTIVE Above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. A secondary objective is the reasonable opportunity for growth of capital and income. PRINCIPAL STRATEGIES The Portfolio is a "balanced fund" that invests in a combination of equity and fixed income securities. Under normal market conditions, the Portfolio invests at least 40%, but not more than 75%, of its assets in common stocks and related securities (referred to as equity securities), such as preferred stock, bonds, warrants or rights convertible into stock, and depositary receipts for those securities; and at least 25%, but not more than 60%, of its net assets in non-convertible fixed income securities. The Portfolio may vary the percentage of its assets invested in any one type of security (within the limits described above) based on the Portfolio Manager's interpretation of economic and money market conditions, fiscal and monetary policy and underlying security values. Portfolio Manager uses fundamental analysis to select equity securities believed to be undervalued. The Portfolio may invest up to 20% of its assets in foreign securities, including securities of companies in emerging or developing markets, up to 20% of its assets in lower rated nonconvertible fixed income securities and comparable unrated securities; and may invest with no limitation in mortgage pass-through securities and American Depositary Receipts. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Allocation Risk, Convertible Securities Risk, , Undervalued Securities Risk, High Yield Bond Risk, Foreign Investment Risk, Maturity Risk and Liquidity Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. ALLOCATION RISK refers to the risk that a portfolio could miss attractive investment opportunities by underweighting markets where there are significant returns, and could lose value by overweighting markets where there are significant declines. CONVERTIBLE SECURITIES RISK refers to the risk that the market value of convertible securities tends to decline as interest rates increase and increase as interest rates decline, and their value also tends to change whenever the market value of the underlying common or preferred stock fluctuates. UNDERVALUED SECURITIES RISK refers to the risk that the market value of an undervalued security may not rise, or may fall, if certain anticipated events do not occur or if investor perceptions about the security do not improve. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but also typically have greater potential volatility and principal and income risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political B26 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. LIQUIDITY RISK refers to the risk that investments in illiquid securities may reduce the portfolio's returns because it may be unable to sell the illiquid securities at an advantageous time or price. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Value Equity INVESTMENT OBJECTIVE Seeks capital appreciation. Dividend income is a secondary objective. PRINCIPAL STRATEGIES Normally invests at least 80% of its assets in equity securities of domestic and foreign issuers that meet quantitative standards relating to financial soundness and high intrinsic value relative to price. The Portfolio Manager screens equity securities for key variables and performs in-depth fundamental research to identify possible value opportunities and securities that are trading at significant discounts to intrinsic value. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Value Investing Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. Value stocks may respond differently to market and other developments than other types of stocks, and typically underperform when other investing styles, such as growth investing, are in favor. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Eagle Asset Management, Inc. Van Kampen INVESTMENT OBJECTIVE Growth and Long-term growth of capital and income Income PRINCIPAL STRATEGIES (formerly Under normal market conditions, invests primarily in what it Rising believes to be income-producing equity securities, including Dividends) common stocks and convertible securities; although investments are also made in non-convertible preferred stocks and debt securities rated "investment grade," which are securities rated within the four highest grades assigned by Standard & Poor's Rating Corporation or by Moody's Investors Service, Inc. Focuses primarily on a security's potential for growth of capital and income. Although the Portfolio may invest in companies of any size, focus is on larger capitalization companies believed to possess characteristics for improved valuation. Portfolio securities are typically sold when the assessments of the Portfolio Manager indicate that it is desirable to do so. The Portfolio may invest up to 25% of its total assets in securities of foreign issuers; and may purchase and sell certain derivative B27 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- instruments, such as options, futures and options on futures, for various portfolio management purposes. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small, Newly Formed and Medium-Sized Company Risk, Foreign Investment Risk and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL, NEWLY FORMED AND MEDIUM-SIZED COMPANY RISK refers to the risk that the prices of small or medium-sized companies or of newly formed companies often fluctuate more than the stock prices of larger, more established companies. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen AIM VARIABLE INSURANCE FUNDS AIM V.I. Dent INVESTMENT OBJECTIVE Demographic Seeks long-term growth of capital. Trends Fund PRINCIPAL STRATEGIES (Series II Seeks to meet its objective by investing in securities of Shares) companies that are likely to benefit from changing demographic, economic and lifestyle trends. These securities may include common stocks, convertible bonds, convertible preferred stocks and warrants of companies within a broad range of market capitalizations. May also invest up to 25% of its total assets in foreign securities. Portfolio managers purchase securities of companies that have experienced, or that they believe have the potential for, above-average, long-term growth in revenues and earnings and consider whether to sell a particular security when they believe the security no longer has that potential. In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. PRINCIPAL RISKS Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. This is especially true with respect to equity securities of small- and medium-sized companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small- and medium-sized companies may not be traded as often as equity securities of larger, more-established companies, it may be difficult or impossible for the fund to sell securities at a desirable price. Values of the convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. Foreign securities have additional risks, including exchange rate changes, political and economic B28 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. INVESTMENT ADVISER: A I M Advisors, Inc. SUBADVISER: H.S. Dent Advisors, Inc. FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP INVESTMENT OBJECTIVE Equity-Income Seeks reasonable income. Also considers the potential for capital Portfolio appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & (Service Poor's 500 Index. Class 2) PRINCIPAL STRATEGIES Normally invests at least 80% of total assets in income-producing equity securities, which tends to lead to investments in large cap "value" stocks. May also invest in other types of equity securities and debt securities, including lower-quality debt securities. May invest in securities of both domestic and foreign issuers. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments. PRINCIPAL RISKS Subject to the following principal investment risks: stock market volatility, interest rate changes, foreign exposure, issuer-specific changes, and "value" investing. Stock market volatility refers to the risk that stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments. Interest rate changes refers to the risk that interest rate increases can cause the price of a debt security to decrease. Foreign exposure refers to the risk that foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments and can perform differently from the U.S. market. Issuer-specific changes refers to the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market or economic developments. "Value" investing refers to the risk that "value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. INVESTMENT ADVISER: Fidelity Management & Research Company SUBADVISER: FMR Co., Inc. Fidelity VIP INVESTMENT OBJECTIVE Growth Seeks to achieve capital appreciation. Portfolio PRINCIPAL STRATEGIES (Service Normally invests primarily in common stocks of companies the Class 2) investment adviser believes have above-average growth potential (often called "growth" stocks). May invest in securities of both domestic and foreign issuers. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments. PRINCIPAL RISKS Subject to the following principal investment risks: stock market volatility, foreign exposure, issuer-specific changes, and "growth" investing. Stock market volatility refers to the risk that stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments. Foreign exposure refers to the risk that foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments and can perform differently from the U.S. market. Issuer-specific changes refers to the risk B29 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. "Growth" investing refers to the risk that "growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. INVESTMENT ADVISER: Fidelity Management & Research Company SUBADVISER: FMR Co., Inc. - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF - INVESTMENT OBJECTIVE Financial Seeks to make an investment grow. The Fund is aggressively Services managed. Fund PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies involved in the financial services sector. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO places a greater emphasis on companies that are increasing their revenue streams along with their earnings. INVESCO attempts to keep the portfolio holdings well diversified across the entire financial services sector and portfolio weightings are adjusted depending on current economic conditions and relative valuations of securities. PRINCIPAL RISKS Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the financial services sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. This sector generally is subject to extensive government regulation, which may change frequently. In addition, the profitability of businesses in these industries depends heavily upon the availability and cost of money, and may fluctuate significantly in response to changes in interest rates, as well as changes in general economic conditions. From time to time, severe competition may also affect the profitability of these industries. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, lack of timely information and portfolio turnover risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Health Fund Seeks to make an investment grow. The Fund is aggressively Sciences managed. PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies that develop, produce or distribute products or services related to health care. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO targets strongly manage, innovative companies with new products. INVESCO attempts to blend well-established health care firms with faster-growing, more dynamic entities. PRINCIPAL RISKS Many faster-growing health care companies have limited operating histories and their potential profitability may be dependent on regulatory approval of their products, which increases the volatility of these companies' securities prices and could have an adverse impact upon the companies' future growth and profitability. Changes in government regulation could also have an adverse im- B36 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- pact. Continuing technological advances may mean rapid obsolescence of products and services. Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the health sciences sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, lack of timely information and portfolio turnover risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Leisure Fund The Fund seeks to make an investment grow. PRINCIPAL STRATEGIES Seeks to meet its objective by investing primarily in equity securities that INVESCO believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund invests primarily in equity securities of companies engaged in the design, production and distribution of products related to the leisure activities of individuals. These companies include, but are not limited to, advertising, communications/cable TV, cruise lines, entertainment, recreational equipment, lodging, publishers, restaurants and selected retailers. A portion of the Fund's assets is not required to be invested in the sector. PRINCIPAL RISKS Potential Conflicts - Although it is unlikely, there potentially may be differing interests involving the Fund among owners of variable annuity and variable life insurance contracts issued by different insurance companies, or even the same insurance company. INVESCO will monitor events for any potential conflicts. Market Risk - Equity stock prices vary and may fall, thus reducing the value of the Fund's investments. Certain stocks selected for the Fund's portfolio may decline in value more than the overall stock market. Foreign Securities Risks - Investments in foreign and emerging markets carry special risks, including currency, political, regulatory and diplomatic risks. The Fund may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depository Receipts are not subject to this 25% limitation. CURRENCY RISK. A change in the exchange rate between U.S. dollars and a foreign currency may reduce the value of the Fund's investment in a security valued in the foreign currency, or based on that currency value. POLITICAL RISK. Political actions, events or instability may result in unfavorable changes in the value of a security. REGULATORY RISK. Government regulations may affect the value of a security. In foreign countries, securities markets that are less regulated than those in the U.S. may permit trading practices that are not allowed in the U.S. DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a foreign country could affect the value or liquidity of investments. EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain are presently members of the European Economic and Monetary Union (the "EMU"), which has adopted the euro as a common currency. The national currencies will be sub-currencies of the euro until July 1, 2002, at which time these currencies will disappear entirely. Other European countries may adopt the euro in the future. As the euro is implemented, there may be changes in the relative strength and value of the U.S. dollar and other major currencies, as well as possible adverse tax consequences. The euro transition by EMU countries may affect the fiscal and monetary levels of those participating countries. The outcome of these and other uncertainties could have unpredictable effects on trade and commerce and result in B37 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- increased volatility for all financial markets. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Utilities Seeks to make an investment grow and seeks current income. The Fund Fund is aggressively managed. PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other instruments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies that produce, generate, transmit or distribute natural gas or electricity, as well as in companies that provide telecommunications services, including local, long distance and wireless, and excluding broadcasting, among others. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO prefers markets and industries where leadership is in a few hands, and tends to avoid slower-growing markets or industries. PRINCIPAL RISKS Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the health utilities sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas and risks associated with nuclear power facilities may adversely affect the market value of the Fund's holdings. The recent trend towards deregulation in the utility industries presents special risks. Some companies may be faced with increased competition and may become less profitable. INVESCO seeks to keep the portfolio diversified across the electric utilities, natural gas and telecommunications industries. Weightings within the various industry segments are continually monitored and INVESCO adjusts the portfolio weightings depending on the prevailing economic conditions. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, and lack of timely information risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. ING VARIABLE INSURANCE TRUST ING VP INVESTMENT OBJECTIVE Worldwide Seeks to provide investors with long-term capital appreciation. Growth Portfolio PRINCIPAL STRATEGIES (formerly Under normal conditions, invests at least 65% of net assets in Pilgrim equity securities of issuers located in at least three countries, VIT Worldwide one of which may be the U.S. Generally invests at least 75% of Growth) total assets in common and preferred stocks, warrants and convertible securities. May invest in companies located in Service countries with emerging securities markets when the portfolio Shares mangers believe they present attractive investment opportunities. Portfolio managers emphasize a growth approach by searching for companies that they believe are managing change advantageously and may be poised to exceed growth expectations. Portfolio managers focus on both a "bottom-up" analysis that evaluates the financial condition and competitiveness of individual companies and a "top-down" thematic approach and a sell discipline. Portfolio managers seek to identify themes that reflect the major social, economic and technological trends that they believe are likely to shape the future of business and commerce over the next three to five years, and seek to provide a framework for B38 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- identifying the industries and companies they believe may benefit most. This "top-down" approach is combined with rigorous fundamental research (a "bottom-up" approach) to guide stock selection and portfolio structure. From time to time, the Fund's adviser reviews the allocation between U.S. stocks and non-U.S. stocks in the portfolio, and may rebalance the portfolio using factors that the adviser deems appropriate. PRINCIPAL RISKS The Fund may be affected by the following risks, among others: price volatility, market trends, risks of foreign investing, and lack of diversification. Price volatility refers to the risk that the value of the Fund will decrease if the value of the Fund's underlying investments decrease. Equity securities face market, issuer and other risks, and their values may go down, sometimes rapidly and unpredictably. Equities generally have higher volatility than debt securities. Market trends refers to the risk that from time to time, the stock market may not favor the securities in which the Fund invests. Rather, the market could favor value stocks or small company stocks, or may not favor equities at all. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositories than those in the U.S., and foreign controls on investment. The Fund is classified as a NON-DIVERSIFIED investment company, which means that, compared with other funds, the Fund may invest a greater percentage of its assets in a particular issuer. The investment of a large percentage of the Fund's assets in the securities of a small number of issuers may cause the Fund's share price to fluctuate more than that of a diversified investment company. INVESTMENT ADVISOR: ING Investments, LLC ING VP BOND PORTFOLIO ING VP Bond INVESTMENT OBJECTIVE Portfolio Seeks to maximize total return as is consistent with reasonable risk, through investment in a diversified portfolio consisting of (formerly debt securities. Aetna Income Shares d/b/a PRINCIPAL STRATEGIES Aetna Bond VP) Under normal market conditions, invests at least 80% of net assets in high-grade corporate bonds, mortgage-related and other (Class S asset-backed securities, and securities issued or guaranteed by Shares) the U.S. Government, its agencies or instrumentalities. High-grade securities are rated at least A by Standard & Poor's Corporation (S&P) or Moody's Investor Services, Inc. (Moody's) or, if unrated, considered by Aeltus (the Portfolio's subadviser) to be of comparable quality. May also invest up to 15% of total assets in high-yield instruments, and up to 25% of total assets in foreign debt securities. May invest in zero coupon securities. In managing the Portfolio, Aeltus looks to construct an intermediate-term (generally consisting of securities with an average maturity of between 5-10 years), high-quality portfolio by selecting investments with the opportunity to enhance the portfolio's overall total return and yield, while managing volatility. Aeltus uses quantitative computer models to identify issuers whose perceived value is not reflected in their security prices. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return. PRINCIPAL RISKS Principal risks are those generally attributable to debt investing, including increases in interest rates and loss of principal. Generally, when interest rates rise, bond prices fall. Bonds with longer maturities tend to be more sensitive to changes in interest rates. For all bonds there is a risk that the issuer will default. High-yield bonds generally are more susceptible to the risk of default than higher rated bonds. The risks associated with high-yield bonds also apply to zero coupon securities. Prices of mortgage-related securities, in addition to being sensitive to changes in interest rates, also are sensitive to changes in the prepayment patterns on the underlying instruments. Foreign securities present additional risks. Some foreign securities tend to be less liquid and more volatile than their U.S. counterparts. In addition, accounting standards and market regulations tend to be less standardized in certain foreign countries. Investments outside the U.S. may also be affected by administrative difficulties, such as delays in clearing and settling portfolio transactions. These risks are usually higher for securities of companies in emerging markets. Foreign currency exchange rate fluctuations may reduce or eliminate gains or create losses. Hedging strategies intended to reduce B39 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- this risk may not perform as expected. INVESTMENT ADVISER: ING Investments, LLC SUBADVISER: Aeltus Investment Management, Inc. (Aeltus) ING VARIABLE PRODUCTS TRUST (FORMERLY PILGRIM VARIABLE PRODUCTS TRUST ING VP Growth INVESTMENT OBJECTIVE Opportunities Seeks long-term growth of capital. (formerly Pilgrim VP PRINCIPAL STRATEGIES Growth Invests primarily in U.S. companies that the portfolio managers Opportunities) feel have above average prospects for growth. Under normal market conditions, invests at least 65% of total assets in securities (Service purchased on the basis of the potential for capital appreciation. Shares) Securities may be from large-cap, mid-cap or small-cap companies. Portfolio managers use a "top-down" disciplined investment process, which includes extensive database screening, frequent fundamental research, identification and implementation of a trend-oriented approach in structuring the portfolio and a sell discipline. Portfolio managers seek to invest in companies expected to benefit most from the major social, economic and technological trends that are likely to shape the future of business and commerce over the next three to five years, and attempt to provide a framework for identifying the industries and companies expected to benefit most. This top-down approach is combined with rigorous fundamental research (a bottom-up approach) to guide stock selection and portfolio structure. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends and inability to sell securities. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities generally have higher volatility than most debt securities. The Portfolio invests in companies that the portfolio manager feels have the potential for rapid growth, which may result in a higher risk of price volatility than a fund that emphasizes other styles of investing. Small and medium-sized companies may be more susceptible to price swings than larger companies because they have fewer financial resources, limited product and market diversification and many are dependent on a few key managers. Market trends refers to the risk that from time to time the stock market may not favor the growth securities in which the Portfolio invests. Inability to sell securities refers to the risk that securities of smaller companies trade in lower volume and may be less liquid than securities of larger, more established companies. INVESTMENT ADVISOR: ING Investments, LLC. ING VP INVESTMENT OBJECTIVE MagnaCap Seeks growth of capital, with dividend income as a secondary (formerly consideration. Pilgrim VP MagnaCap) PRINCIPAL STRATEGIES Managed with the philosophy that companies that can best meet the (Service Portfolio's objectives have paid increasing dividends or have had Shares) the capability to pay rising dividends from their operations. Normally invests at least 65% of its assets in equity securities of companies that meet the following disciplined criteria: consistent dividends, substantial dividend increases, reinvested earnings, strong balance sheet, and attractive price. Equity securities may include common stocks, convertible securities, and rights or warrants. Normally investments are primarily in larger companies that are included in the largest 500 U.S. companies. Remainder of its assets may be invested in equity securities that the portfolio managers believe have growth potential because they represent an attractive value. In selecting securities, preservation of capital is also an important consideration. Assets that are not invested in equity securities may be invested in high quality debt securities. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends, debt securities, credit risk, and risks of foreign investing. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities face B40 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- market, issuer and other risks, and their values may go up or down, sometimes rapidly and unpredictably. Equity securities generally have higher volatility than most debt securities. Market trends refers to the risk that from time to time the stock market may not favor the value securities that meet the Portfolio's disciplined investment criteria. Debt securities carry the risk that their value may fall when interest rates rise. Debt securities with longer maturities tend to be more sensitive to changes in interest rates. Credit risk refers to the risk that the Portfolio could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositories than those in the U.S., and foreign controls on investment. INVESTMENT ADVISOR: ING Investments, LLC ING VP INVESTMENT OBJECTIVE SmallCap Seeks long-term capital appreciation. Opportunities (formerly PRINCIPAL STRATEGIES Pilgrim VP Invests at least 65% of total assets in the common stock of SmallCap smaller, lesser-known U.S. companies that the portfolio manager Opportunities) believes have above average prospects for growth. For this Portfolio smaller companies are those with market capitalizations (Service that fall within the range of companies in the Russell 2000 Shares) Index, which is an index that measures the performance of small companies. The median market capitalization of companies held by the Portfolio as of February 29, 2000 was $1.876 billion. Portfolio manager uses a "top-down" disciplined investment process, which includes extensive database screening, frequent fundamental research, identification and implementation of a brand-oriented approach in structuring the portfolio and a sell discipline. Portfolio manager seeks to invest in companies expected to benefit most from the major social, economic and technological trends that are likely to shape the future of business and commerce over the next three to five years, and attempts to provide a framework for identifying the industries and companies expected to benefit most. This top-down approach is combined with rigorous fundamental research (a bottom-up approach) to guide stock selection and portfolio structure. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends and inability to sell securities. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities generally have higher volatility than most debt securities. The Portfolio invests in companies that the portfolio manager feels have above average prospects for growth, which may result in a higher risk of price volatility than a fund that emphasizes other styles of investing. Smaller companies may be more susceptible to price swings than larger companies because they have fewer financial resources, more limited product and market diversification and many are dependent on a few key managers. Market trends refers to the risk that from time to time the stock market may not favor the small sized growth securities in which the Portfolio invests. Inability to sell securities refers to the risk that securities of smaller companies usually trade in lower volume and may be less liquid than securities of larger, more established companies. INVESTMENT ADVISOR: ING Investments, LLC. THE PIMCO VARIABLE INSURANCE TRUST PIMCO High INVESTMENT OBJECTIVE Yield Seeks maximum total return, consistent with preservation of capital and prudent investment management. PRINCIPAL STRATEGIES The portfolio seeks to achieve its investment objectives by investing under normal circumstances at least 65% of its assets in a diversified portfolio of high yield securities ("junk bonds") rated below investment grade but rated at least B by Moody's or S&P, or, if unrated, determined by PIMCO to be of comparable quality. The average portfolio duration of this Portfolio normally varies within a two- B41 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- to six-year time frame based on PIMCO's forecast for interest rates. The Portfolio may invest up to 15% of its assets in euro-denominated securities and may invest without limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio normally will hedge at least 75% of its exposure to the euro to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio may invest up to 15% of its assets in derivative instruments, such as options, futures contracts or swap agreements. PRINCIPAL RISKS Principal risks include Manager Risk, High Yield Risk, Interest Rate Risk, Credit Risk, Market Risk, Issuer Risk, Liquidity Risk, Derivatives Risk, Mortgage Risk, Foreign(non-US) Investment Risk, Currency Risk, and Leveraging Risk. MANAGER RISK- Each Portfolio is subject to manager risk because it is an actively managed investment portfolio. PIMCO and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Portfolio, but there can be no guarantee that these will produce the desired results. HIGH YIELD RISK- Portfolios that invest in high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") may be subject to greater levels of interest rate, credit and liquidity risk than Portfolios that do not invest in such securities. High yield securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. INTEREST RATE RISK- As interest rates rise, the value of fixed income securities held by a Portfolio are likely to decrease. CREDIT RISK- A Portfolio could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. MARKET RISK- The market price of securities owned by a Portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. ISSUER- The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. LIQUIDITY RISK- Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio's investments in illiquid securities may reduce the returns of the Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DERIVATIVES RISK- Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Portfolios may use are referenced under "Characteristics and Risks of Securities and Investment Techniques--Derivatives" in this Prospectus. Typically use derivatives as a substitute for taking a position in the underlying asset and/or part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk management risk. MORTGAGE RISK- A Portfolio that purchases mortgage-related securities is subject to certain additional risks. Rising rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. B42 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- FOREIGN (NON-U.S.) INVESTMENT RISK- A Portfolio that invests in foreign securities may experience more rapid and extreme changes in value than a Portfolio that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of industries. Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers. CURRENCY RISK- Portfolios that invest directly in foreign currencies or in securities that trade in, and receive revenues in, U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. LEVERAGING RISK- Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. PIMCO will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. INVESTMENT ADVISOR: Pacific Investment Management Company PIMCO INVESTMENT OBJECTIVE StocksPLUS Seeks total return which exceeds that of the S&P 500. Growth and Income PRINCIPAL STRATEGIES The Portfolio seeks to exceed the total return of the S&P 500 by investing under normal circumstances substantially all of its assets in S&P 500 derivatives, backed by a portfolio of Fixed Income Instruments. The Portfolio uses S&P 500 derivatives in addition to or in the place of S&P 500 stocks to attempt to equal or exceed the performance of the S&P 500. The value of S&P 500 derivatives closely track changes in the value of the index. However, S&P 500 derivatives may be purchased with a fraction of the assets that would be needed to purchase the equity securities directly, so that the remainder of the assets may be invested in Fixed Income Instruments. PIMCO actively manages the fixed income assets held by the Portfolio with a view toward enhancing the Portfolio's total return, subject to an overall portfolio duration which is normally not expected to exceed one year. Assets not invested in equity securities or derivatives may be invested in Fixed Income Instruments. The Portfolio may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by PIMCO to be comparable quality. The Portfolio may invest up to 20% of its assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rate. In addition, the Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income. PRINCIPAL RISKS Principal risks include Manager Risk, Interest Rate Risk, Credit Risk, Market Risk, Issuer Risk, Liquidity Risk, Derivatives Risk, Mortgage Risk, Foreign(non-US) Investment Risk, Currency Risk, and Leveraging Risk. MANAGER RISK- Each Portfolio is subject to manager risk because it is an actively managed investment portfolio. PIMCO and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Portfolio, but there can be no guarantee that these will produce the desired results. INTEREST RATE RISK- As interest rates rise, the value of fixed income securities held by a Portfolio are likely to decrease. CREDIT RISK- A Portfolio could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. B43 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- MARKET RISK- The market price of securities owned by a Portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. ISSUER- The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. LIQUIDITY RISK- Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio's investments in illiquid securities may reduce the returns of the Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DERIVATIVES RISK- Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Portfolios may use are referenced under "Characteristics and Risks of Securities and Investment Techniques--Derivatives" in this Prospectus. Typically use derivatives as a substitute for taking a position in the underlying asset and/or part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk management risk. MORTGAGE RISK- A Portfolio that purchases mortgage-related securities is subject to certain additional risks. Rising rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. FOREIGN (NON-U.S.) INVESTMENT RISK- A Portfolio that invests in foreign securities may experience more rapid and extreme changes in value than a Portfolio that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of industries. Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers. CURRENCY RISK- Portfolios that invest directly in foreign currencies or in securities that trade in, and receive revenues in, U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. LEVERAGING RISK- Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. PIMCO will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. INVESTMENT ADVISER: Pacific Investment Management Company PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund INVESTMENT OBJECTIVE VCT Portfolio Seeks reasonable income and capital growth. PRINCIPAL STRATEGIES Invests in a broad list of carefully selected, reasonably priced securities rather than in securities whose prices reflect a premium resulting from their current market popularity. Invests the major portion of its assets in equity securities, primarily of U.S. issuers. Equity securities include common stocks and other equity instruments, such as convertible debt, depositary receipts, warrants, rights, interest in real estate investment trusts and preferred stocks. Although the Portfolio focuses on securities that have paid dividends in the preceding 12 months, it may purchase or hold securities that do not provide income if the Portfolio expects them to increase in value. Pioneer, the Portfolio's investment adviser, uses a value approach to select the Portfolio's investments. Using this investment style, Pioneer seeks securities selling at reasonable prices or substantial discounts to their underlying values and holds these securities until the market values reflect their intrinsic values. B44 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Pioneer evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. In making that assessment, Pioneer employs due diligence and fundamental research, and an evaluation of the issuer based on its financial statements and operations. Pioneer focuses on the quality and price of individual issuers, not on economic sector or market-timing strategies. Factors Pioneer looks for in selecting investments include: favorable expected returns relative to perceived risk; above average potential for earnings and revenue growth; low market valuations relative to earnings forecast, book value, cash flow and sales; and a sustainable competitive advantage, such as a brand name, customer base, proprietary technology or economies of scale. PRINCIPAL RISKS Even though the Portfolio seeks reasonable income and capital growth, you could lose money on your investment or not make as much as if you invested elsewhere if the stock market goes down (this risk may be greater in the short term) or if value stocks fall out of favor with investors. The Portfolio's assets may also remain undervalued or not realize the potential value originally expected or the stocks selected for income may not achieve the same return as securities selected for capital growth. INVESTMENT ADVISER: Pioneer Investment Management, Inc. Pioneer Mid- INVESTMENT OBJECTIVE Cap Value VCT Seeks capital appreciation by investing in a diversified Portfolio portfolio of securities consisting primarily of common stocks. PRINCIPAL STRATEGIES Normally, invests at least 80% of total assets in equity securities of mid-size companies, that is, companies with market values within the range of market values of companies included in Standard & Poor's MidCap 400 Index. Equity securities include common stocks and other equity instruments, such as convertible debt, depositary receipts, warrants, rights, interests in real estate investment trusts and preferred stocks. Pioneer, the Portfolio's investment adviser, uses a value approach to select the Portfolio's investments. Using this investment style, Pioneer seeks securities selling at substantial discounts to their underlying values and holds these securities until the market values reflect their intrinsic values. Pioneer evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. In making that assessment, Pioneer employs due diligence and fundamental research, an evaluation of the issuer based on its financial statements and operations, employing a bottom-up analytic style. Pioneer focuses on the quality and price of individual issuers, not on economic sector or market-timing strategies. Factors Pioneer looks for in selecting investments include: favorable expected returns relative to perceived risk; management with demonstrated ability and commitment to the company; low market valuations relative to earnings forecast, book value, cash flow and sales; turnaround potential for companies that have been through difficult periods; estimated private market value in excess of current stock price; and issuers in industries with strong fundamentals such as increasing or sustainable demand and barriers to entry. PRINCIPAL RISKS Even though the Portfolio seeks capital appreciation, you could lose money on your investment or not make as much as if you invested elsewhere if the stock market goes down (this risk may be greater in the short term), if mid-size or value stocks fall out of favor with investors, or if the Portfolio's assets remain undervalued or do not have the potential value originally expected. The Portfolio also has risks associated with investing in mid-size companies. Compared to large companies, mid-size companies and the market for their equity securities, are likely to be more sensitive to changes in earnings results and investor expectations, have more limited product lines and capital resources, and experience sharper swings in the market values. It also might be harder to sell at the times and prices Pioneer thinks is appropriate and there may be a greater potential for gain and loss. INVESTMENT ADVISER: Pioneer Investment Management, Inc. B45 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PROFUNDS VP ProFund VP INVESTMENT OBJECTIVE Bull Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Stock Index. PRINCIPAL STRATEGIES Invests principally in a combination of securities and other financial instruments that in ProFund Advisors opinion should simulate the movement of the benchmark index, including futures contracts on stock indices and options on futures contracts, and equity caps, collars, floors, swaps, depository receipts and options on securities and stock indices. Uses a "passive" approach to investing referred to as "quantitative analysis." On the basis of this analysis, ProFund Advisors determines the type, quantity and mix of investment positions that a ProFund VP should hold to approximate the performance of its benchmark. ProFund Advisors does not make judgments about the investment merit of a particular stock, nor does it attempt to apply any economic, financial or market analysis. The ProFunds VP may invest in securities that are not included in their benchmarks if ProFund Advisors believes it is appropriate in view of the ProFunds' VP investment objectives. The ProFunds VP do not take temporary defensive positions. PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK -- The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. INVESTMENT ADVISOR: ProFund Advisors LLC ProFund VP INVESTMENT OBJECTIVE Europe 30 Seeks daily investment results that correspond to the performance of the ProFunds Europe 30 Index. PRINCIPAL STRATEGIES 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. B46 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK - The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. In addition to these principal risks, ProFund VP Europe 30 is also subject to the risk of foreign investing, which may involve risks no typically associated with investing in U.S. securities alone: Many foreign countries lack uniform accounting and disclosure standards, or have standards that differ from U.S. standards. Accordingly, the ProFund VP Europe 30 may not have access to adequate or reliable company information. The ProFund VP Europe 30 will be subject to the market, economic and political risks of the countries where it invests or where the companies represented in its benchmark are located. The value of ADRs could change significantly as the currencies strengthen or weaken relative to the U.S. dollar. ProFund Advisors does not engage in activities designed to hedge against foreign currency fluctuations. INVESTMENT ADVISOR ProFund Advisors LLC B47 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- ProFund VP INVESTMENT OBJECTIVE Small-Cap Seeks daily investment results that correspond to the performance of the Russell 2000 Index. PRINCIPAL STRATEGIES 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. PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK - The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. In addition to these Principal Risks, ProFund VP Small-Cap is subject to small company investment risk. The ProFund VP Small-Cap could experience greater risks than a fund which invests primarily in large capitalized, widely traded companies, such as: Small company stocks tend to have greater fluctuations in price than the stocks of large companies; There can be a shortage of reliable information on certain small companies, which at times can pose a risk; Small companies tend to lack the financial and personnel resources to handle industry wide setbacks and, as a result, such setbacks could have a greater effect on the companies share prices; and Small company stocks are typically less liquid than large company stocks and liquidating positions in turbulent market conditions could become difficult. B48 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESTMENT ADVISOR: ProFund Advisors LLC THE PRUDENTIAL SERIES FUND, INC. Jennison INVESTMENT OBJECTIVE Seeks to achieve long-term growth of capital. (Class II Shares) PRINCIPAL STRATEGIES Invests primarily in equity securities of major, established corporations that the investment adviser believes offer above-average growth prospects. May invest up to 30% of total assets in foreign securities. Stocks are selected on a company-by-company basis using fundamental analysis. Investment adviser looks for companies that have had growth in earnings and sales, high returns on equity and assets or other strong financial characteristics. Normally invests 65% of total assets in common stocks and preferred stocks of companies with capitalization in excess of $1 billion. PRINCIPAL RISKS Principal risks of investing in the Portfolio are: company risk, derivatives risk, foreign investment risk, management risk, and market risk. Company risk refers to the risk that the price of the stock of a particular company can vary based on a variety of factors, such as the company's financial performance, changes in management and product trends, and the potential for takeover and acquisition. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Derivatives are subject to a number of risks, including liquidity risk, interest rate risk, market risk, credit risk and management risk. A portfolio investing in a derivative instrument could lose more than the principal amount invested. Foreign investment risk includes: foreign market risk, currency risk and political developments. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S. Because of differences in accounting standards and custody and settlement practices, investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Currency risk refers to the risk that changes in currency exchange rates may affect the value of foreign securities held by the Portfolio and the amount of income available for distribution. Political developments may adversely affect the value of the Portfolio's foreign securities. Actively managed portfolios are subject to management risk, because there is no guarantee that the investment decisions made by the subadvisers for the portfolios will be successful. Common stocks are subject to market risk stemming from factors independent of any particular security. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. Stocks issued by smaller companies may fluctuate in value more than the stocks of larger, more established companies. INVESTMENT ADVISER: Prudential Investments LLC SUB-ADVISOR: Jennison Associates LLC SP Jennison INVESTMENT OBJECTIVE International Seeks long-term growth of capital. Growth PRINCIPAL STRATEGIES (Class II Invests in equity-related securities of foreign issuers that the Shares) subadviser thinks will increase in value over a period of years. Invests primarily in the common stock of large and medium-sized foreign companies. Under normal circumstances, invests at least 65% of total assets in common stock of foreign companies operating or based in at least five different countries. Looks primarily for stocks of companies whose earnings are growing at a faster rate than other companies. These companies typically have characteristics such as above average growth in earnings and cash flow, improving profitability, strong balance sheets, management strength and strong market share for its products. Also tries to buy such stocks at attractive prices in relation to their growth prospects. PRINCIPAL RISKS Significant risks of investing in the Portfolio are: company risk, credit risk, derivatives risk, foreign investment risk, interest rate risk, and market risk. Company risk refers to the risk that the price of B49 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- the stock of a particular company can vary based on a variety of factors, such as the company's financial performance, changes in management and product trends, and the potential for takeover and acquisition. Credit risk refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they are due. Derivatives are subject to interest rate risk, market risk and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers such as: foreign market risk, currency risk and political developments. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S. Differences in accounting standards and custody and settlement practices of foreign securities generally involve more risk than investing in securities of U.S. issuers. Currency risk refers to the risk that changes in currency exchange rates may affect the value of foreign securities held by the Portfolio and the amount of income available for distribution. Political developments may adversely affect the value of the Portfolio's foreign securities. Interest rate risk refers to the risk that fixed income securities could lose value because of interest rate changes. For example, bonds tend to decrease in value if interest rates rise. Common stocks are subject to market risk stemming from factors independent of any particular security. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. Stocks issued by smaller companies may fluctuate in value more than the stocks of larger, more established companies. INVESTMENT ADVISER: Prudential Investments LLC SUB-ADVISOR: Jennison Associates LLC - -------------------------------------------------------------------------------- MORE INFORMATION ABOUT THE TRUSTS - -------------------------------------------------------------------------------- INVESTMENT MANAGEMENT FEES - -------------------------- GCG TRUST 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. AIM VARIABLE INSURANCE FUNDS A I M Advisors, Inc. ("AIM") serves as the overall investment advisor to the AIM Variable Insurance Funds and is responsible for day-to-day management. AIM supervises all aspects of fund operations. AIM has engaged H.S. Dent Advisor, Inc. to serve as subadvisor and provide AIM with microeconomic, thematic, demographic, lifestyle trends and sector research, custom reports and investment and market capitalization recommendations to the fund. FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity Management & Research Company (FMR) serves as the manager for each of the Fidelity Variable Insurance Products funds. Each fund pays a management fee to FMR. As the manager, FMR is responsible for choosing each fund's investments and handling its business affairs. Affiliates assist FMR with foreign B50 investments. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by each fund's average net assets throughout the month. The group fee is based on the average net assets of all the funds advised by FMR. FMR may, from time to time, agree to reimburse a class for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements, which may be discontinued by FMR at any time, can decrease a class" expenses and boost its performance. ING VARIABLE INSURANCE TRUST, ING VARIABLE PRODUCTS TRUST, ING VP BOND PORTFOLIO ING Investments, LLC ("ING") serves as the overall manager of ING Variable Insurance Trust ING Variable Products Trust and ING VP Bond Portfolio. ING supervises all aspects of the Trusts' operations and provides investment advisory services to the portfolios of the Trusts, including engaging portfolio managers, as well as monitoring and evaluating the management of the assets of each portfolio by its portfolio manager. ING, 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 does not bear any portfolio expenses. INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO Funds Group, Inc. ("INVESCO") serves as investment adviser for the INVESCO Variable Investment Funds, Inc. INVESCO, with its affiliated companies, directs all aspects of the management of the INVESCO Variable Investment Funds, Inc. The INVESCO Variable Investment Funds, Inc. pays INVESCO a monthly advisory fee based on the average daily net assets of each portfolio. PIMCO VARIABLE INSURANCE TRUST 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. PIONEER VARIABLE CONTRACTS TRUST Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser to the Pioneer Variable Contracts Trust. As advisor, Pioneer selects each portfolio's investments and oversees the Portfolio's operations. The Pioneer Variable Contracts Trust pays Pioneer a monthly advisory fee from the assets of the portfolio which is based on the daily net assets of each portfolio. PROFUNDS 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. PRUDENTIAL SERIES FUND, INC. 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. B51 TRUST AND FUND EXPENSES - ----------------------- Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, certain 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 certain 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 2001, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2002 range from 0.54% to 2.26%. Additionally, we may receive compensation from the investment advisors, administrators or 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. We generally receive 12b-1 fees from an investment portfolio, and/or compensation from an affiliate of an investment portfolio, for administration, distribution, or other services or cost savings attributable to our services. This compensation is usually based on portfolio assets attributable to our variable contracts; the amount varies, but may be as much as 0.50% of contract-related portfolio assets. YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST OR FUND. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. IF YOU WOULD LIKE A COPY OF ANY TRUST OR FUND PROSPECTUS, PLEASE CONTACT OUR CUSTOMER SERVICE CENTER AT (800) 366-0066. B52 ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 121794 DVA 05/01/02 ING VARIABLE ANNUITIES GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- PROFILE OF GOLDENSELECT DVA SERIES 100 DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT MAY 1, 2002 ---------------------------------------------------------------------- This Profile is a summary of some of the more important points that you should know and consider before investing additional premium payments in 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 described in this prospectus is a deferred variable annuity contract between you and Golden American Life Insurance Company. The Contract provides a means for you to invest on a tax-deferred basis in one or more of the mutual fund investment portfolios through our Separate Account B listed on the next page. You may not make any money, and you can even lose the money you invest. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the date on which you start receiving the annuity payments under your Contract. The amounts you accumulate during the accumulation phase will generally determine the amount of annuity payments you will receive. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. You determine (1) the amount and frequency of premium payments, (2) the investments, (3) transfers between investments, (4) the type of annuity to be paid after the accumulation phase, (5) the beneficiary who will receive the death benefits, and (6) the amount and frequency of withdrawals. DVA SERIES 100 PROFILE PROSPECTUS BEGINS AFTER 121795 PAGE 8 OF THIS PROFILE 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 Payments are made for a specified number of years to fixed period you or your beneficiary. -------------------------------------------------------------------------------------------- Option 2 Income for life Payments are made for the rest of your ife or longer with a period for a specified period such as 10 or 20 years or until certain 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 purchased the Contract with an initial payment of $25,000 or more for qualified and non-qualified contracts up to and including age 85. We will only accept a rollover contribution of $25,000 or more for qualified plans. You may make additional payments of $500 or more ($50 for a qualified Contract) at any time before you turn 85. Under certain circumstances, we may waive the minimum initial and additional premium payment requirement. We may refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. Who may purchase this Contract? The Contract is no longer being offered. It was available to 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 if you are looking for a short-term investment or if you cannot risk getting back less money than you put in. Replacing your existing annuity contract(s) with the Contract may not be beneficial to you. Your existing Contract may be subject to fees or penalties on surrender. 121795 DVA SERIES 100 PROFILE 2 4. THE INVESTMENT PORTFOLIOS You can direct your money into (1) the Fixed Account, and/or (2) into any one or more of the following mutual fund investment portfolios through our Separate Account B. 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 All Cap Series Global Franchise Series (S Class) Liquid Asset Series Asset Allocation Growth Series Growth Series Managed Global Series Capital Appreciation Series Hard Assets Series Mid-Cap Growth Series Capital Growth Series International Enhanced EAFE Real Estate Series Capital Guardian Small Cap Series Series (S Class) Research Series Core Bond Series International Equity Series Special Situations Series Developing World Series Internet Tollkeeper* Series Strategic Equity Series Diversified Mid-Cap Series Investors Series Total Return Series Equity Growth Series (S Class) J.P. Morgan Fleming Small Value Equity Series Equity Income Series Cap Equity Series (S Class) Van Kampen Growth and Focus Value Series (S Class) Janus Growth and Income Series Income Series (formerly Fully Managed Series Large Cap Value Series Rising Dividends) Fundamental Growth Focus Limited Maturity Bond Series Series (S Class) INVESCO VARIABLE INVESTMENT FUNDS, INC. AIM VARIABLE INSURANCE FUNDS INVESCO VIF-- Financial Services Fund AIM V.I. Dent Demographic Trends Fund (Class II INVESCO VIF-- Health Sciences Fund Shares) INVESCO VIF-- Leisure Fund INVESCO VIF-- Utilities Fund FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Growth Portfolio (Service Class 2) THE PIMCO VARIABLE INSURANCE TRUST Fidelity VIP Equity-Income Portfolio (Service Class 2) PIMCO High Yield Portfolio PIMCO StocksPLUS Growth and Income Portfolio ING VARIABLE INSURANCE TRUST PROFUNDS VP (FORMERLY PILGRIM VARIABLE INSURANCE TRUST) ProFund VP Bull ING VP Worldwide Growth Portfolio (Service Shares) ProFund VP Europe 30 (formerly Pilgrim VIT Worldwide Growth Portfolio) ProFund VP Small-Cap ING VP BOND PORTFOLIO PRUDENTIAL SERIES FUND, INC. ING VP Bond Portfolio (Class S Shares) Jennison Portfolio (Class II Shares) SP Jennison International Growth Portfolio ING VARIABLE PRODUCTS TRUST (Class II Shares) (FORMERLY ING VARIABLE PRODUCTS TRUST) ING VP Growth Opportunities Portfolio (Service Shares) (formerly Pilgrim VP Growth Opportunities Portfolio) ING VP MagnaCap Portfolio (Service Shares) (formerly Pilgrim VP MagnaCap Portfolio ING VP SmallCap Opportunities Portfolio (Service Shares) (formerly Pilgrim VP SmallCap Opportunities Portfolio) *Internet TollkeeperSM is a service mark of Goldman, Sachs & Co.
5. EXPENSES The Contract has insurance features and investment features, and there are costs related to each. We also collect a mortality and expense risk charge and an asset-based administrative charge. These 2 charges are deducted daily directly from the amounts in the investment portfolios. The annual rate of the mortality and expense risk charge is 1.25%. The asset-based administrative charge is 0.10% annually. 121795 DVA SERIES 100 PROFILE 3 Mortality & Expense Risk Charge............... 1.25% Asset-Based Administrative Charge............. 0.10% ----- Total.................................... 1.35% Each investment portfolio has charges for investment management fees and other expenses. These charges, which vary by investment portfolio, currently range from 0.54% to 2.66% annually (see following table) of the portfolio's average daily net asset balance. If you withdraw money from your Contract, or if you begin receiving annuity payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct a distribution fee (annual sales load) in an annual amount of 0.65% of each premium at the end of each contract year for a period of 10 years from the date we receive and accept each premium payment. We deduct a withdrawal charge for each regular withdrawal after the first in a contract year. The withdrawal charge is the lesser of $25 or 2% of each withdrawal. The following table is designed to help you understand the Contract charges. The "Total Annual Insurance Charges" column includes the mortality and expense risk charge and the asset-based administrative charge. The "Total Annual Investment Portfolio Charges" column reflects the portfolio charges for each portfolio and are based on actual expenses during 2001. 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. The 1 Year and 10 Year Examples above include the 0.65% distribution fee (annual sales load). 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%. 121795 DVA SERIES 100 PROFILE 4
- ---------------------------------------------------------------------------------------------------------------------- TOTAL ANNUAL EXAMPLES: TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF: INSURANCE PORTFOLIO ANNUAL INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS - ---------------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- Capital Appreciation 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Capital Growth 1.35% 1.02% 2.37% $31 $328 - ---------------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Core Bond 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- Developing World 1.35% 1.76% 3.11% $38 $397 - ---------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- Equity Growth 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- Equity Income 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Focus Value 1.35% 1.06% 2.41% $31 $332 - ---------------------------------------------------------------------------------------------------------------------- Fully Managed 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Fundamental Growth 1.35% 1.06% 2.41% $31 $332 - ---------------------------------------------------------------------------------------------------------------------- Global Franchise 1.35% 1.26% 2.61% $33 $351 - ---------------------------------------------------------------------------------------------------------------------- Growth 1.35% 1.02% 2.37% $31 $328 - ---------------------------------------------------------------------------------------------------------------------- Hard Assets 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- International Enhanced EAFE 1.35% 1.26% 2.61% $33 $351 - ---------------------------------------------------------------------------------------------------------------------- International Equity 1.35% 1.26% 2.61% $33 $351 - ---------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper 1.35% 1.86% 3.21% $39 $406 - ---------------------------------------------------------------------------------------------------------------------- Investors 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity 1.35% 1.16% 2.51% $32 $342 - ---------------------------------------------------------------------------------------------------------------------- Janus Growth and Income 1.35% 1.11% 2.46% $31 $337 - ---------------------------------------------------------------------------------------------------------------------- Large Cap Value 1.35% 1.01% 2.36% $30 $327 - ---------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond 1.35% 0.54% 1.89% $26 $280 - ---------------------------------------------------------------------------------------------------------------------- Liquid Asset 1.35% 0.54% 1.89% $26 $280 - ---------------------------------------------------------------------------------------------------------------------- Managed Global 1.35% 1.26% 2.61% $33 $351 - ---------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth 1.35% 0.89% 2.24% $29 $315 - ---------------------------------------------------------------------------------------------------------------------- Real Estate 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Research 1.35% 0.89% 2.24% $29 $315 - ---------------------------------------------------------------------------------------------------------------------- Special Situations 1.35% 1.11% 2.46% $31 $337 - ---------------------------------------------------------------------------------------------------------------------- Strategic Equity 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Total Return 1.35% 0.89% 2.24% $29 $315 - ---------------------------------------------------------------------------------------------------------------------- Value Equity 1.35% 0.95% 2.30% $30 $321 - ---------------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income 1.35% 0.95% 2.30% $30 $321 AIM VARIABLE INSURANCE FUND - ---------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund 1.35% 1.45% 2.80% $35 $369 - ---------------------------------------------------------------------------------------------------------------------- FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income 1.35% 0.84% 2.19% $29 $310 - ---------------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth 1.35% 0.93% 2.28% $30 $319 - ---------------------------------------------------------------------------------------------------------------------- ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth 1.35% 1.23% 2.58% $33 $348 - ---------------------------------------------------------------------------------------------------------------------- 121795 DVA SERIES 100 PROFILE 5 - ---------------------------------------------------------------------------------------------------------------------- TOTAL ANNUAL EXAMPLES: TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF: INSURANCE PORTFOLIO ANNUAL INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS - ---------------------------------------------------------------------------------------------------------------------- ING VP BOND PORTFOLIO - ---------------------------------------------------------------------------------------------------------------------- ING VP Bond 1.35% 0.75% 2.10% $28 $301 - ---------------------------------------------------------------------------------------------------------------------- ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities 1.35% 1.10% 2.45% $31 $336 - ---------------------------------------------------------------------------------------------------------------------- ING VP MagnaCap 1.35% 1.10% 2.45% $31 $336 - ---------------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities 1.35% 1.10% 2.45% $31 $336 INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF-- Financial Services 1.35% 1.07% 2.42% $31 $333 - ---------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences 1.35% 1.06% 2.41% $31 $332 - ---------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure 1.35% 1.39% 2.74% $34 $363 - ---------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities 1.35% 1.37% 2.72% $34 $362 THE PIMCO VARIABLE INSURANCE TRUST - ---------------------------------------------------------------------------------------------------------------------- PIMCO High Yield 1.35% 0.75% 2.10% $28 $301 - ---------------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income 1.35% 0.65% 2.00% $27 $291 PIONEER VARIABLE CONTRACTS TRUST - ---------------------------------------------------------------------------------------------------------------------- Pioneer Fund VCT 1.35% 1.04% 2.39% $31 $330 - ---------------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT 1.35% 1.11% 2.46% $31 $337 PROFUNDS VP - ---------------------------------------------------------------------------------------------------------------------- ProFund VP Bull 1.35% 1.98% 3.33% $40 $417 - ---------------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 1.35% 1.89% 3.24% $39 $409 - ---------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap 1.35% 2.25% 3.60% $43 $440 - ---------------------------------------------------------------------------------------------------------------------- THE PRUDENTIAL SERIES FUND, INC. Jennison 1.35% 1.04% 2.39% $31 $330 - ---------------------------------------------------------------------------------------------------------------------- SP Jennison International Growth 1.35% 2.26% 3.61% $43 $441 - ----------------------------------------------------------------------------------------------------------------------
The "Total Annual Investment Portfolio Charges" column above reflects current expense reimbursements for applicable investment portfolios. The 1 Year and 10 Year Examples above include the 0.65% distribution fee (annual sales load). 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 be taxed on these earnings, but not on premiums, when you make a withdrawal, begin receiving annuity payments, or we pay a death benefit. For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some cases, retire), you will be required by federal tax laws to begin receiving payments from your annuity or risk paying a penalty tax. In those cases, we can calculate and pay you the minimum required distribution amounts. If you are younger than 59 1/2 when you take money out, in most cases, you will be charged a 10% federal penalty tax on the amount withdrawn. 121795 DVA SERIES 100 PROFILE 6 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 8. If you take more than one withdrawal (other than a systematic withdrawal) during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional withdrawal. In no event may a withdrawal or a combination of regular withdrawals and systematic withdrawals received or expected to be received during the contract year, exceed 25% of the accumulation value as of the date of the current withdrawal. Income taxes and a penalty tax may apply to amounts withdrawn. 8. PERFORMANCE The value of your Contract will fluctuate depending on the investment performance of the portfolio(s) you choose. The following chart shows average annual total return for each portfolio that was in operation for the entire year of 2001. These numbers reflect the deduction of the mortality and expense risk charge and the asset-based administrative charge, but do not reflect deductions for the distribution fee (annual sales load) and any withdrawal charges. If withdrawal charges were reflected, they would have the effect of reducing performance. Please keep in mind that past performance is not a guarantee of future results.
- --------------------------------------------------------------------------------------------------------------------------------- CALENDAR YEAR INVESTMENT PORTFOLIO 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 - --------------------------------------------------------------------------------------------------------------------------------- Managed by A I M Capital Management, Inc. Capital Appreciation(1) -14.05% -16.36% 22.96% 11.16% 27.21% 18.61% 28.41% -2.92% 6.85% -- Strategic Equity(2) -22.09% -13.63% 54.13% -0.52% 21.49% 17.77% -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Alliance Capital Management L.P. Capital Growth(2) -14.8% -18.24% 23.86% 10.46% 23.46% -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Baring International Investment Limited Developing World(2) -6.49% -34.69% 59.48% -- -- -- -- -- -- -- Hard Assets(2) -13.21% -6.01% 21.70% -30.53% 4.73% 31.43% 9.20% 1.15% 47.90% -11.03% - --------------------------------------------------------------------------------------------------------------------------------- Managed by Capital Guardian Trust Company Large Cap Value -4.89% -- -- -- -- -- -- -- -- -- Managed Global(3) -13.00% -15.71% 61.10% 27.57% 10.66% 10.79% 5.87% -13.87% 4.73% -- Capital Guardian Small Cap(3) -2.79% -19.35% 48.57% 19.35% 8.84% 18.48% -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Eagle Asset Management, Inc. Value Equity -5.68% 7.31% -0.84% 0.18% 25.56% 9.12% 33.45% -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Fidelity Management & Research Co. Diversified Mid-Cap -7.84% -- -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by ING Investment Management, LLC Limited Maturity Bond 7.30% 6.28% -0.24% 5.42% 5.23% 2.90% 10.22% -2.52% 4.77% 3.42% Liquid Asset 2.43% 4.62% 3.32% 3.63% 3.67% 3.55% 4.10% 2.30% 1.25% 1.73% - --------------------------------------------------------------------------------------------------------------------------------- Managed by ING Investments, LLC International Equity (6) -23.62% -26.90% 51.36% 3.93% -- -- -- -- -- -- ING VP Worldwide Growth -19.58% -- -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Janus Capital Management LLC Growth(2) -30.97% -23.04% 75.73% 25.11% 14.20% Janus Growth and Income -10.65% -- -- -- -- -- -- -- -- -- Special Situations -6.27% -- -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Massachusetts Financial Services Company Mid-Cap Growth -24.49% 6.72% 76.64% 21.15% 18.04% 19.04% 27.70% -- -- -- Research -22.36% -5.82% 22.55% 21.39% 18.50% 21.66% 34.73% -- -- -- Total Return -0.86% 14.93% 1.98% 10.08% 19.23% 12.14% 22.85% -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- 121795 DVA SERIES 100 PROFILE 7 - --------------------------------------------------------------------------------------------------------------------------------- CALENDAR YEAR INVESTMENT PORTFOLIO 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 - --------------------------------------------------------------------------------------------------------------------------------- Managed By Pacific Investment Management Company Core Bond(5) 1.06% -0.40% -9.85% 10.32% -0.69% 3.58% 14.83% -- -- -- PIMCO High Yield 0.95% -2.20% 1.63% -- -- -- -- -- -- -- PIMCO StocksPLUS Growth and Income -12.55% -10.70% 18.23% -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Prudential Series Fund, Inc. Jennison Portofolio -19.57% -- -- -- -- -- -- -- -- -- SP Jennison International -36.56% -- -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by Salomon Brothers Asset Management Investors -5.53% -- -- -- -- -- -- -- -- -- All Cap 0.52% -- -- -- -- -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------------- Managed by T. Rowe Price Associates, Inc. Equity Income(2) -0.02% 11.41% -2.06% 6.80% 15.85% 7.29% 17.33% -2.51% 9.63% 0.50% Fully Managed 8.36% 20.33% 5.48% -24.22% 13.79% 14.31% 19.59% -8.52% 6.13% 4.79% - --------------------------------------------------------------------------------------------------------------------------------- Managed by Van Kampen Real Estate(4) 6.62% 29.23% -5.10% -14.62% 21.13% 33.46% 15.02% 4.91% 15.69% 12.33% Van Kampen Growth and Income(7) -13.05% -3.43% 14.31% 12.59% 28.07% 19.01% 29.30% -0.83% -- -- - ---------------------------------------------------------------------------------------------------------------------------------
- ------------------------ (1) Prior to April 1, 1999, a different firm managed the Portfolio. (2) Prior to March 1, 1999, a different firm managed the Portfolio. (3) Prior to February 1, 2000, a different firm managed the Portfolio. (4) Prior to May 1, 2001, a different firm managed the Portfolio using a different investment style. (5) Prior to May 1, 2000, a different firm managed the Portfolio. (6) Prior to December 14, 2001, a different firm managed the Portfolio. (7) Prior to January 29, 2002, a different firm managed the Portfolio. 9. DEATH BENEFIT If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless the beneficiary is your surviving spouse and elects to continue the Contract. The death benefit may be subject to certain mandatory distribution rules required by federal tax law. If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset investment portfolio will be the lesser of the 7% annual effective rate or the net rate of return for the portfolio during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. 121795 DVA SERIES 100 PROFILE 8 If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value; and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract after subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. If you die after the annuity start date and you are the annuitant, your beneficiary will receive the death benefit you chose under the annuity option then in effect. Please see "Federal Tax Considerations" in the prospectus. 10. OTHER INFORMATION FREE LOOK. You may cancel the Contract within 10 days after you receive it. If applicable state law requires a longer free look period, or the return of the premium paid, the Company will comply. If you exercise your right to cancel, we will return the greater of (a) the premium payments made, and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your investment portfolios as frequently as you wish without any current tax implications. The minimum amount for a transfer is $100. Currently there is no charge for transfers, and we do not limit the number of transfers allowed. The Company may, in the future, charge a $25 fee for any transfer after the twelfth transfer in a contract year or limit the number of transfers allowed. NO PROBATE. In most cases, when you die, the person you choose as your beneficiary will receive the death benefit without going through probate. ADDITIONAL FEATURES. This Contract has other features you may be interested in. There is no additional charge for these features. These include: Dollar Cost Averaging. This is a program that allows you to invest a fixed amount of money in the investment portfolios each month, which may give you a lower average cost per unit over time than a single one-time purchase. Dollar cost averaging requires regular investments regardless of fluctuating price levels, and does not guarantee profits or prevent losses in a declining market. This option is currently available only if you have $10,000 or more in the Limited Maturity Bond or the Liquid Asset investment portfolios. Systematic Withdrawals. During the accumulation phase, you can arrange to have money sent to you at regular intervals throughout the year. Within limits these withdrawals will not result in any withdrawal charge. Of course, any applicable income and penalty taxes will apply on amounts withdrawn. 11. INQUIRIES If you need more information after reading this prospectus, please contact us at: CUSTOMER SERVICE CENTER P.O. BOX 2700 WEST CHESTER, PENNSYLVANIA 19380 (800) 366-0066 or your registered representative. 121795 DVA SERIES 100 PROFILE 9 This page intentionally left blank. - -------------------------------------------------------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS GOLDENSELECT DVA SERIES 100 - -------------------------------------------------------------------------------- MAY 1, 2002 This prospectus describes GoldenSelect DVA Series 100, a group and individual deferred variable annuity contract (the "Contract") offered formerly by Golden American Life Insurance Company (the "Company," "we" or "our"). The Contract was 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 mutual fund investment portfolios. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select. The mutual fund investment portfolios are purchased and held by corresponding divisions of our Separate Account B. We refer to the divisions as "subaccounts" in this prospectus. The investment portfolios available under your Contract and the portfolio managers are listed on the back of this cover. You have a right to return a Contract within 10 days after you receive it for a full refund of the contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states. REPLACING AN EXISTING ANNUITY WITH THE CONTRACT MAY NOT BE BENEFICIAL TO YOU. YOUR EXISTING ANNUITY MAY BE SUBJECT TO FEES OR PENALTIES ON SURRENDER, AND THE CONTRACT MAY HAVE NEW CHARGES. This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information ("SAI"), dated May 1, 2002, has been filed with the Securities and Exchange Commission ("SEC"). 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 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 ANY SUBACCOUNT THROUGH THE GCG TRUST, THE AIM VARIABLE INSURANCE FUNDS, FIDELITY VARIABLE INSURANCE PRODUCTS FUND, THE ING VARIABLE INSURANCE TRUST, THE ING VARIABLE PRODUCTS TRUST, THE ING VP BOND PORTFOLIO, THE INVESCO VARIABLE INVESTMENT FUNDS, INC. THE PIMCO VARIABLE INSURANCE TRUST, THE PIONEER VARIABLE CONTRACTS TRUST, THE PROFUNDS, OR THE PRUDENTIAL SERIES FUND, INC., 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. - -------------------------------------------------------------------------------- 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 ADVISORS, INC. J. P. MORGAN FLEMING ASSET MANAGEMENT AIM V.I. Dent Demographic Trends Fund (LONDON) LIMITED A I M CAPITAL MANAGEMENT, INC. International Enhanced EAFE Series Capital Appreciation Series J. P. MORGAN FLEMING ASSET MANAGEMENT Strategic Equity Series (USA) INC. ALLIANCE CAPITAL MANAGEMENT L. P. J. P. Morgan Fleming Small Cap Equity Series Capital Growth Series JANUS CAPITAL CORPORATION BARING INTERNATIONAL INVESTMENT, LIMITED (AN AFFILIATE) Growth Series Developing World Series Janus Growth and Income Series Hard Assets Series Special Situations Series CAPITAL GUARDIAN TRUST COMPANY JENNISON ASSOCIATES LLC Large Cap Value Series Prudential Jennison Portfolio Managed Global Series SP Jennison International Growth Portfolio Capital Guardian Small Cap Series MASSACHUSETTS FINANCIAL SERVICES COMPANY EAGLE ASSET MANAGEMENT, INC Mid-Cap Growth Series Value Equity Series Research Series FIDELITY MANAGEMENT & RESEARCH COMPANY Total Return Series Diversified Mid-Cap Series MERCURY ADVISORS Fidelity VIP Growth Portfolio Focus Value Series Fidelity VIP Equity & Income Portfolio Fundamental Growth Focus Series GOLDMAN SACHS ASSET MANAGEMENT PACIFIC INVESTMENT MANAGEMENT COMPANY Internet TollkeeperSM Series PIMCO High Yield Bond Portfolio ING INVESTMENT MANAGEMENT, LLC PIMCO StocksPLUS Growth and Income Portfolio (AN AFFILIATE) Core Bond Series Limited Maturity Bond Series PIONEER INVESTMENT MANAGEMENT, INC. Liquid Asset Series Pioneer Fund VCT Portfolio ING INVESTMENTS, LLC (AN AFFILIATE) Pioneer Mid-Cap Value VCT Portfolio (FORMERLY PILGRIM INVESTMENTS, LLC) PROFUND ADVISORS LLC International Equity Series* ProFund VP Bull ING INVESTMENTS, LLC ProFund VP Europe 30 (AN AFFILIATE) ProFund VP Small-Cap ING VP Worldwide Growth Portfolio SALOMON BROTHERS ASSET MANAGEMENT, INC (formerly Pilgrim VIT Worldwide Growth Portfolio) All Cap Series ING VP Growth Opportunities Portfolio Investors Series (formerly Pilgrim VP Growth Opportunities Portfolio) T. ROWE PRICE ASSOCIATES, INC. ING VP MagnaCap Portfolio Equity Income Series (formerly Pilgrim VP MagnaCap Portfolio) Fully Managed Series ING VP SmallCap Opportunities Portfolio VAN KAMPEN (formerly Pilgrim VP SmallCap Opportunities Equity Growth Series Portfolio) Global Franchise Series ING VP BOND PORTFOLIO Real Estate Series ING VP Bond Portfolio Van Kampen Growth and Income Series INVESCO FUNDS GROUP INC. INVESCO VIF -- Financial Services Fund INVESCO VIF -- Health Sciences Fund INVESCO VIF -- Utilities Fund INVESCO VIF -- Leisure Fund 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..................................... 7 Financial Statements................................................ 7 Performance Information............................................. 7 Golden American Life Insurance Company.................................... 8 The Trusts................................................................ 8 Golden American Separate Account B........................................ 9 The Investment Portfolios................................................. 10 Investment Objectives............................................... 10 Investment Management Fees.......................................... 15 The Annuity Contract...................................................... 16 Contract Date and Contract Year .................................... 16 Annuity Start Date.................................................. 16 Contract Owner...................................................... 16 Annuitant........................................................... 17 Beneficiary......................................................... 17 Purchase and Availability of the Contract........................... 17 Crediting of Premium Payments....................................... 18 Administrative Procedures........................................... 18 Contract Value...................................................... 18 Cash Surrender Value................................................ 19 Surrendering to Receive the Cash Surrender Value.................... 19 The Subaccounts..................................................... 19 Addition, Deletion or Substitution of Subaccounts and Other Changes. 19 Other Contracts..................................................... 20 Other Important Provisions.......................................... 20 Withdrawals............................................................... 20 Regular Withdrawals................................................. 20 Systematic Withdrawals.............................................. 20 IRA Withdrawals..................................................... 21 Transfers Among Your Investments.......................................... 22 Transfers by Third Parties.......................................... 22 Dollar Cost Averaging............................................... 22 Death Benefit............................................................. 23 Death Benefit During the Accumulation Phase......................... 23 How to Claim Payments to Beneficiary................................ 24 When We Make Payments............................................... 24 Death Benefit During the Income Phase............................... 24 Required Distributions upon Contract Owner's Death.................. 24 Charges and Fees.......................................................... 25 Charge Deduction Subaccount......................................... 25 Charges Deducted from the Contract Value............................ 25 Distribution Fee................................................ 25 Premium Taxes................................................... 25 i - -------------------------------------------------------------------------------- TABLE OF CONTENTS (CONTINUED) - -------------------------------------------------------------------------------- PAGE Transfer Charge................................................. 25 Withdrawal Charge................................................... 25 Charges Deducted from the Subaccounts............................... 26 Mortality and Expense Risk Charge............................... 26 Asset-Based Administrative Charge............................... 26 Trust Expenses...................................................... 26 The Annuity Options....................................................... 26 Annuitization of Your Contract...................................... 26 Selecting the Annuity Start Date.................................... 27 Frequency of Annuity Payments....................................... 27 The Annuity Options................................................. 27 Income for a Fixed Period....................................... 27 Income for Life with a Period Certain........................... 27 Joint Life Income............................................... 27 Annuity Plan.................................................... 27 Payment When Named Person Dies...................................... 28 Other Contract Provisions................................................. 28 Reports to Contract Owners.......................................... 28 Suspension of Payments.............................................. 28 In Case of Errors in Your Application............................... 28 Assigning the Contract as Collateral................................ 28 Contract Changes-Applicable Tax Law................................. 28 Other Contract Changes.............................................. 29 Free Look........................................................... 29 Group or Sponsored Arrangements..................................... 29 Selling the Contract................................................ 29 Other Information......................................................... 30 Voting Rights....................................................... 30 State Regulation.................................................... 30 Legal Proceedings................................................... 30 Legal Matters....................................................... 31 Experts............................................................. 31 Federal Tax Considerations................................................ 31 Statement of Additional Information Table of Contents................................................... 36 Appendix A Condensed Financial Information..................................... A1 Appendix B Description of Underlying Investment Options........................ 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 17 Annuity Start Date 16 Cash Surrender Value 19 Contract Date 16 Contract Owner 16 Contract Value 18 Contract Year 16 Net Investment Factor 6 Death Benefit 23 The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract: TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT Accumulation Unit Value Index of Investment Experience Annuity Start Date Annuity Commencement Date Contract Owner Owner or Certificate Owner Contract Value Accumulation Value Transfer Charge Excess Allocation Charge Free Look Period Right to Examine Period Subaccount(s) Division(s) Net Investment Factor Experience Factor Regular Withdrawals Conventional Partial Withdrawals Withdrawals Partial Withdrawals 1 - -------------------------------------------------------------------------------- FEES AND EXPENSES - -------------------------------------------------------------------------------- OWNER TRANSACTION EXPENSE Distribution Fee (annual sales load) as a percentage of the initial and each additional premium, deducted at the end of each contract year following receipt of each premium over a 10 year period from the date we receive and accept each premium payment........................................... 0.65% CONTRACT OWNER TRANSACTION EXPENSES Transfer Charge.................................................. None* * We may in the future charge $25 per transfer if you make more than 12 transfers in a contract year. ANNUAL CONTRACT ADMINISTRATIVE CHARGE Administrative Charge............................................ $0 WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal after the first in a contract year) not to exceed..................... $25 SEPARATE ACCOUNT ANNUAL CHARGES** Mortality and Expense Risk Charge................................ 1.25% Asset-Based Administrative Charge................................ 0.10% ----- Total Separate Account Charges................................... 1.35% **As a percentage of average assets in each subaccount. 2 THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ---------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ---------------------------------------------------------------------------------------------------------------------- All Cap 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- Capital Appreciation 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Capital Growth 1.01% 0.00% 0.01% 1.02% 0.00% 1.02% - ---------------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Core Bond(1) 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- Developing World 1.75% 0.00% 0.01% 1.76% 0.00% 1.76% - ---------------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- Equity Growth(2) 0.75% 0.25% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- Equity Income 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Focus Value(2) 0.80% 0.25% 0.01% 1.06% 0.00% 1.06% - ---------------------------------------------------------------------------------------------------------------------- Fully Managed 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Fundamental Growth(2) 0.80% 0.25% 0.01% 1.06% 0.00% 1.06% - ---------------------------------------------------------------------------------------------------------------------- Global Franchise(2) 1.00% 0.25% 0.01% 1.26% 0.00% 1.26% - ---------------------------------------------------------------------------------------------------------------------- Growth (3) 1.01% 0.00% 0.01% 1.02% 0.00% 1.02% - ---------------------------------------------------------------------------------------------------------------------- Hard Assets 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- International Enhanced EAFE(2) 1.00% 0.25% 0.01% 1.26% 0.00% 1.26% - ---------------------------------------------------------------------------------------------------------------------- International Equity(1) 1.25% 0.00% 0.01% 1.26% 0.00% 1.26% - ---------------------------------------------------------------------------------------------------------------------- Internet Tollkeeper (1) 1.85% 0.00% 0.01% 1.86% 0.00% 1.86% - ---------------------------------------------------------------------------------------------------------------------- Investors 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity(2) 0.90% 0.25% 0.01% 1.16% 0.00% 1.16% - ---------------------------------------------------------------------------------------------------------------------- Janus Growth and Income 1.10% 0.00% 0.01% 1.11% 0.00% 1.11% - ---------------------------------------------------------------------------------------------------------------------- Large Cap Value 1.00% 0.00% 0.01% 1.01% 0.00% 1.01% - ---------------------------------------------------------------------------------------------------------------------- Limited Maturity Bond 0.53% 0.00% 0.01% 0.54% 0.00% 0.54% - ---------------------------------------------------------------------------------------------------------------------- Liquid Asset 0.53% 0.00% 0.01% 0.54% 0.00% 0.54% - ---------------------------------------------------------------------------------------------------------------------- Managed Global 1.25% 0.00% 0.01% 1.26% 0.00% 1.26% - ---------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ---------------------------------------------------------------------------------------------------------------------- Real Estate 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Research 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ---------------------------------------------------------------------------------------------------------------------- Special Situations 1.10% 0.00% 0.01% 1.11% 0.00% 1.11% - ---------------------------------------------------------------------------------------------------------------------- Strategic Equity 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Total Return 0.88% 0.00% 0.01% 0.89% 0.00% 0.89% - ---------------------------------------------------------------------------------------------------------------------- Value Equity 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ---------------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income(4) 0.94% 0.00% 0.01% 0.95% 0.00% 0.95% - ----------------------------------------------------------------------------------------------------------------------
(1) Annualized. (2) Estimated investment advisory fee for year 2002. (3) DSI has agreed to a voluntary waiver of 0.05% of assets in excess of $1.3 billion with respect to the Growth Series through December 31, 2002. (4) DSI has agreed to a voluntary waiver of 0.05% of assets in excess of $840 million with respect to the Van Kampen Growth and Income Series through December 31, 2002. 3 AIM VARIABLE INSURANCE FUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES(1) REDUCTIONS(1) REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends (Class II Shares) 0.85% 0.25% 0.59% 1.69% 0.24% 1.45% - -------------------------------------------------------------------------------------------------------------------
(1) Compensation to the Company for administrative or recordkeeping services may be paid out of fund assets in an amount up to 0.25% annually. Any such fees paid from the AIM Funds' assets are included in the "Other Expenses" column. (2) The Fund's advisor has contractually agreed to waive advisory fees or reimburse expenses of Series I or Series II shares to the extent necessary to limit Total Fund Annual Expenses (excluding Rule 12b-1 Plan fees, if any, interest, taxes, dividend expense on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) to 1.30%. Further, the Fund's distributor has agreed to reimburse Rule 12b-1 Distribution Plan fees to the extent necessary to limit Series II Total Fund Annual Expenses to 1.45%. Management (Advisory) Fees and 12b-1 Fee were 0.71% and 0.15%, respectively, after fee waivers and reimbursements. FIDELITY VARIABLE INSURANCE PRODUCTS FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- Fidelity VIP Equity-Income (Service Class 2) 0.48% 0.25% 0.11% 0.84% 0.00% 0.84% - ------------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth (Service Class 2) 0.58% 0.25% 0.10% 0.93% 0.00% 0.93% - -------------------------------------------------------------------------------------------------------------------
(1) Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund's custodian expenses. These offsets may be discontinued at any time. 4 ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS REDUCTIONS(1) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- ING VP Worldwide Growth (Service Shares) 1.00% 0.25% 1.72% 2.97% 1.74% 1.23% - -------------------------------------------------------------------------------------------------------------------
(1) ING Investments, LLC has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by ING Investments, LLC is shown under the heading "Total Waivers or Reductions" in the table above. For the Worldwide Growth Portfolio, the expense limits will continue through at least December 31, 2002. ING VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS REDUCTIONS(1 REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- ING VP Growth Opportunities (Service Shares) 0.75% 0.25% 1.58% 2.58% 1.48% 1.10% - ------------------------------------------------------------------------------------------------------------------- ING VP MagnaCap (Service Shares) 0.75% 0.25% 0.53% 1.53% 0.43% 1.10% - ------------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities (Service Shares) 0.75% 0.25% 0.71% 1.71% 0.61% 1.10% - -------------------------------------------------------------------------------------------------------------------
(1) ING Investments, LLC has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by ING Investments, LLC is shown under the heading "Total Waivers or Reductions" in the table above. The expense limits for these Portfolios will continue through at least October 31, 2002. 5 ING VP BOND PORTFOLIO ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- ING VP Bond Portfolio (Class S Shares) 0.40% 0.25% 0.10% 0.75% 0.00% 0.75% - -------------------------------------------------------------------------------------------------------------------
(1) The table above shows the estimated operating expenses for Class S shares of the Portfolio as a ratio of expenses to average daily net assets. Because Class S shares are new, these estimates are based on the Portfolio's actual operating expenses for Class R shares for the Portfolio's most recently completed fiscal year and fee waivers to which the investment adviser has agreed for the Portfolio. Because Class S shares are new, Other Expenses is the amount of Other Expenses incurred by Class R shareholders for the year ended December 31, 2001. INVESCO VARIABLE INVESTMENT FUNDS, INC. ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF -- Financial Services 0.75% 0.00% 0.32% 1.07% 0.00% 1.07% - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences 0.75% 0.00% 0.31% 1.06% 0.00% 1.06% - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure 0.75% 0.00% 0.64% 1.39% 0.00% 1.39% - ------------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities(2) 0.60% 0.00% 0.77% 1.37% 0.00% 1.37% - -------------------------------------------------------------------------------------------------------------------
(1) The Fund's actual Other Expenses and Total Fund Annual Expenses were lower than the figures shown because its custodian fees were reduced under an expense offset arrangement. (2) Certain expenses of the Fund were absorbed voluntarily by INVESCO pursuant to a commitment between the Fund and INVESCO. This commitment may be changed at any time following consultation with the board of directors. After absorption, but excluding any expense offset arrangements, the Fund's Other Expenses and Total Fund Annual Expenses for the fiscal year ended December 31, 2001 were 0.55% and 1.15%, respectively, of the Fund's average net assets. 6 THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of a portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES(1) REDUCTIONS REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- PIMCO High Yield 0.25% 0.15% 0.36% 0.76% 0.01% 0.75% - ------------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income 0.40% 0.15% 0.12% 0.67% 0.02% 0.65% - -------------------------------------------------------------------------------------------------------------------
(1) "Other Expenses" reflects a 0.35% administrative fee for the High Yield 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 and StocksPLUS Growth and Income Portfolios, respectively. Without such reductions, Total Annual Expenses for the fiscal year ended December 31, 2001 would have been 0.76% and 0.67% 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. 7 PIONEER VARIABLE CONTRACTS TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio)(1):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- Pioneer Fund VCT (Class II Shares) 0.65% 0.25% 0.14% 1.04% 0.00% 1.04% - ------------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT (Class II Shares) 0.65% 0.25% 0.21% 1.11% 0.00% 1.11% - -------------------------------------------------------------------------------------------------------------------
(1) Fees and expenses based on portfolio's latest fiscal year ended December 31, 2001. PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS(2) REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- ProFund VP Bull 0.75% 0.25% 1.25% 2.25% 0.27% 1.98% - ------------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 0.75% 0.25% 0.89% 1.89% 0.00% 1.89% - ------------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap 0.75% 0.25% 1.65% 2.65% 0.40% 2.25% - -------------------------------------------------------------------------------------------------------------------
(1) Investment Advisory Fees and Expenses for the ProFund VPs Bull, Small-Cap and Europe 30 are for the period ending December 31, 2001. (2) ProFund Advisors has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse other expenses to the extent the Fund's Total Annual Operating Expenses exceed 1.98% for ProFund VP Bull and 2.25% for ProFund VP Small-Cap of the Fund's average daily net assets through December 31, 2002. After such date, the expense limitation may be terminated or revised. A waiver or reimbursement lowers the expense ratio and increases overall returns to the investors. 8 THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
- ------------------------------------------------------------------------------------------------------------------- TOTAL FUND NET FUND DISTRIBUTION ANNUAL ANNUAL AND/OR EXPENSES TOTAL EXPENSES INVESTMENT SERVICE WITHOUT WAIVERS AFTER ADVISORY (12B-1) OTHER WAIVERS OR OR WAIVERS OR PORTFOLIO FEE FEE EXPENSES REDUCTIONS(1) REDUCTIONS REDUCTIONS - ------------------------------------------------------------------------------------------------------------------- Jennison (Class II Shares) 0.60% 0.25% 0.19% 1.04% 0.00% 1.04% - ------------------------------------------------------------------------------------------------------------------- SP Jennison International Growth (Class II Shares)(1) 0.85% 0.25% 1.16% 2.26% 0.00% 2.26% - -------------------------------------------------------------------------------------------------------------------
(1) For the year ended December 31, 2001, the Portfolio's investment adviser voluntarily subsidized a portion of the Portfolio's total expenses. This subsidy is not reflected in the table above. Had this subsidy of 0.62% been reflected above, Total Net Fund Annual Expenses would have been 1.64%. 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 Trusts and Funds 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 example below. 9 EXAMPLE: The following example is designed to show you the expenses you would pay on a $1,000 investment that earns 5% annually. The example reflects the deduction of a distribution fee, a mortality and expense risk charge and an asset-based administrative charge. Example 1: Whether you surrender or do not surrender your contract at the end of the applicable time period, you would pay the following expenses for each $1,000 invested:
- ------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- Capital Appreciation $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Capital Growth $31 $ 93 $157 $328 - ------------------------------------------------------------------------------------------------------------- Capital Guardian Small Cap $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Core Bond $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- Developing World $38 $115 $193 $397 - ------------------------------------------------------------------------------------------------------------- Diversified Mid-Cap $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- Equity Growth $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- Equity Income $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Focus Value $31 $ 94 $159 $332 - ------------------------------------------------------------------------------------------------------------- Fully Managed $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Fundamental Growth $31 $ 94 $159 $332 - ------------------------------------------------------------------------------------------------------------- Global Franchise $33 $100 $169 $351 - ------------------------------------------------------------------------------------------------------------- Growth $31 $ 93 $157 $328 - ------------------------------------------------------------------------------------------------------------- Hard Assets $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- International Enhanced EAFE $33 $100 $169 $351 - ------------------------------------------------------------------------------------------------------------- International Equity $33 $100 $169 $351 - ------------------------------------------------------------------------------------------------------------- Internet Tollkeeper $39 $118 $198 $406 - ------------------------------------------------------------------------------------------------------------- Investors $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- J.P. Morgan Fleming Small Cap Equity $32 $ 97 $164 $342 - ------------------------------------------------------------------------------------------------------------- Janus Growth and Income $31 $ 96 $162 $337 - ------------------------------------------------------------------------------------------------------------- Large Cap Value $30 $ 93 $157 $327 - ------------------------------------------------------------------------------------------------------------- Limited Maturity Bond $26 $ 79 $133 $280 - ------------------------------------------------------------------------------------------------------------- Liquid Asset $26 $ 79 $133 $280 - ------------------------------------------------------------------------------------------------------------- Managed Global $33 $100 $169 $351 - ------------------------------------------------------------------------------------------------------------- Mid-Cap Growth $29 $ 89 $151 $315 - ------------------------------------------------------------------------------------------------------------- Real Estate $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Research $29 $ 89 $151 $315 - ------------------------------------------------------------------------------------------------------------- Special Situations $31 $ 96 $162 $337 - ------------------------------------------------------------------------------------------------------------- Strategic Equity $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Total Return $29 $ 89 $151 $315 - ------------------------------------------------------------------------------------------------------------- Value Equity $30 $ 91 $154 $321 - ------------------------------------------------------------------------------------------------------------- Van Kampen Growth and Income $30 $ 91 $154 $321 AIM VARIABLE INSURANCE FUND - ------------------------------------------------------------------------------------------------------------- AIM V.I. Dent Demographic Trends Fund $35 $106 $179 $369 - ------------------------------------------------------------------------------------------------------------- FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP Equity-Income $29 $ 88 $148 $310 - ------------------------------------------------------------------------------------------------------------- Fidelity VIP Growth $30 $ 90 $153 $319 - ------------------------------------------------------------------------------------------------------------- 10 - ------------------------------------------------------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------------------------------------------------------------------------------------------------------- ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth $33 $ 99 $168 $348 ING VP BOND PORTFOLIO - ------------------------------------------------------------------------------------------------------------- ING VP Bond $28 $ 85 $144 $301 - ------------------------------------------------------------------------------------------------------------- ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities $31 $ 95 $161 $336 - ------------------------------------------------------------------------------------------------------------- ING VP MagnaCap $31 $ 95 $161 $336 (formerly Pilgrim VP MagnaCap) - ------------------------------------------------------------------------------------------------------------- ING VP SmallCap Opportunities $31 $ 95 $161 $336 - ------------------------------------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF-- Financial Services $31 $ 94 $160 $333 - ------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Health Sciences $31 $ 94 $159 $332 - ------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Leisure $34 $104 $176 $363 - ------------------------------------------------------------------------------------------------------------- INVESCO VIF-- Utilities $34 $103 $175 $362 - ------------------------------------------------------------------------------------------------------------- THE PIMCO VARIABLE INSURANCE TRUST - ------------------------------------------------------------------------------------------------------------- PIMCO High Yield $28 $ 85 $144 $301 - ------------------------------------------------------------------------------------------------------------- PIMCO StocksPLUS Growth and Income $27 $ 82 $139 $291 - ------------------------------------------------------------------------------------------------------------- PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund VCT $31 $ 94 $158 $330 - ------------------------------------------------------------------------------------------------------------- Pioneer Mid-Cap Value VCT $31 $ 96 $162 $337 - ------------------------------------------------------------------------------------------------------------- PROFUNDS ProFund VP Bull $40 $121 $204 $417 - ------------------------------------------------------------------------------------------------------------- ProFund VP Europe 30 $39 $119 $200 $409 - ------------------------------------------------------------------------------------------------------------- ProFund VP Small-Cap $43 $129 $217 $440 THE PRUDENTIAL SERIES FUND, INC. Jennison $31 $ 94 $158 $330 - ------------------------------------------------------------------------------------------------------------- SP Jennison International Growth $43 $129 $217 $441 - ------------------------------------------------------------------------------------------------------------------
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. - -------------------------------------------------------------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- ACCUMULATION UNIT We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the subaccounts are valued at their net asset value. THE NET INVESTMENT FACTOR The Net Investment Factor is an index number which reflects charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated as follows: (1) We take the net asset value of the subaccount at the end of each business day. 11 (2) We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any. (3) We divide (2) by the net asset value of the subaccount at the end of the preceding business day. (4) We then subtract the applicable daily mortality and expense risk charge and the daily asset based administrative charge from each subaccount. Calculations for the subaccounts are made on a per share basis. CONDENSED FINANCIAL INFORMATION Tables containing (i) the accumulation unit value history of each subaccount of Golden American Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A - Condensed Financial Information. FINANCIAL STATEMENTS The audited financial statements of Separate Account B for the year ended December 31, 2001 and the audited consolidated financial statements of Golden American for the years ended December 31, 2001, 2000, and 1999 are included in the Statement of Additional Information. PERFORMANCE INFORMATION From time to time, we may advertise or include in reports to contract owners performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC. Except for the Liquid Asset subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1, 5 and 10 year periods, or lesser periods depending on how long the subaccount has been in existence. We may show other total returns for periods of less than one year. Total return figures will be based on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period, withdrawal of the investment at the end of the period, and the deduction of all applicable portfolio and contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges, but will not reflect the surrender charge. Quotations of average annual return for the Managed Global subaccount take into account the period before September 3, 1996, during which it was maintained as a subaccount of Golden American Separate Account D. In addition, we may present historic performance data for the mutual fund investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts. This data is designed to show the performance that would have resulted if the Contract had been in existence during that time. Current yield for the Liquid Asset subaccount is based on income received by hypothetical investment over a given 7-day period, less expenses accrued, and then "annualized" (i.e., assuming that the 7-day yield would be received for 52 weeks). We calculate "effective yield" for the Liquid Asset subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The "effective yield" will thus be slightly higher than the "yield" because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period. YOU SHOULD BE AWARE THAT THERE IS NO GUARANTEE THAT THE LIQUID ASSET SUBACCOUNT WILL HAVE A POSITIVE OR LEVEL RETURN. 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 12 Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services. Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results. - -------------------------------------------------------------------------------- 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 Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which in turn 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. First Golden was merged into ReliaStar Life Insurance Company of New York, another wholly owned subsidiary of ING and an affiliate, on April 1, 2002. Golden American's consolidated financial statements appear in the Statement of Additional Information. Equitable of Iowa is the holding company for Equitable Life, Directed Services, Inc., the investment manager of the GCG Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING Investment Management, LLC, portfolio managers of the GCG Trust, and the investment managers of the ING Variable Insurance Trust and ING Variable Products Trust and ING VP Bond Portfolio, respectively. ING also owns Baring International Investment Limited, another portfolio manager of the GCG Trust. Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. - -------------------------------------------------------------------------------- THE TRUSTS AND FUNDS - -------------------------------------------------------------------------------- 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 ING 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 ING Variable Insurance Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. 13 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 ING 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 ING Variable Products Trust is 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004. ING VP Bond Portfolio 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 ING VP Bond Portfolio 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. The AIM Variable Insurance Funds is also a mutual fund whose shares are available to separate accounts of life insurance companies, including Golden American. The address of AIM Variable Insurance Funds is 11 Greenway Plaza, Suite 100, Houston, TX 77046-1173. The Pioneer Variable Contracts Trust is also a mutual fund whose shares are available to separate accounts of life insurance companies, including Golden American. The address of Pioneer Variable Contracts Trust is 60 State Street, Boston, MA 02109. INVESCO Variable Investment Funds, Inc. is also a mutual fund whose shares are available to separate accounts of life insurance companies, including Golden American. The address of the INVESCO Variable Investment Funds, Inc. is 7800 East Union Avenue, Denver, CO 80237. Fidelity Variable Insurance Products Fund is also a mutual fund which offers its shares only to separate accounts of insurance companies that offer variable annuity and variable life insurance products. Fidelity Variable Insurance Products Fund and Fidelity Variable Insurance Products Fund II is located at 82 Devonshire Street, Boston, MA 02109. YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE TRUSTS AND FUNDS IN APPENDIX B - -- THE INVESTMENT PORTFOLIOS. 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 or Directors of the Trusts or Funds, and any other insurance companies participating on the Trusts or Funds will monitor events to identify and resolve any material conflicts that may arise. - -------------------------------------------------------------------------------- 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 Trusts or Funds. 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 14 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 ANNUITY CONTRACT - -------------------------------------------------------------------------------- The Contract described in this prospectus is a deferred variable annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and Funds through Separate Account B. CONTRACT DATE AND CONTRACT YEAR The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year. ANNUITY START DATE The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date. CONTRACT OWNER You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. The death benefit becomes payable when you or the annuitant dies. In the case of a sole contract owner who dies before the income phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner's estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the income phase begins, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. 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 (likely a taxable event). If no beneficial owner of the Trust has been designated, the availability of enhanced death benefit 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 15 under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner. The age of the older owner will determine the applicable death benefit. ANNUITANT The annuitant is the person designated by you to be the measuring life in determining annuity payments. The annuitant's age determines when the income phase must begin and the amount of the annuity payments to be paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the Contract is in effect. 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). 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 may become the successor contract owner if the contract owner or the annuitant dies before the annuity start date. We pay death benefits to the primary beneficiary who is a spouse (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)). If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner's estate. One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries. You have the right to change beneficiaries during the annuitant's lifetime unless you have designated an irrevocable beneficiary. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit and the guaranteed death benefit. You may also change the beneficiary. All requests for changes must be in writing and submitted to our Customer Service Center in good order. The change will be effective as of the day you sign the request. The change will not affect any payment made or action taken by us before recording the change. A change of owner likely has tax consequences. See "Federal Tax Considerations in this prospectus. PURCHASE AND AVAILABILITY OF THE CONTRACT We will issue a Contract only if both the annuitant and the contract owner are not older than age 85. The initial premium payment must be $25,000 or more. You may make additional payments of at least $500 or more ($250 for qualified Contracts) at any time after the free look period before you turn age 85. We may 16 refuse a premium payment if an initial premium or the sum of all premium payments is more than $1,500,000. 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. IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See "Fees and Expenses" in this prospectus. We and our affiliates offer other variable products that may offer some of the same investment portfolios. These products have different benefits and charges, and may or may not better match your needs. CREDITING OF PREMIUM PAYMENTS We will allocate your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. Subsequent premium payments will be credited to a Contract within 1 business day if 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 premium payments for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment until the application is completed. We will allocate your initial payment according to the instructions you specified. If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we are unable to reach you or your representative, we will consider the application incomplete. Once the completed application is received, we will allocate the payment to the subaccount(s) 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 designated for a subaccount of Separate Account B will be credited at the accumulation unit value next determined after receipt of your premium payment. Once we allocate your premium payment to the subaccount(s) selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held with respect to your Contract. The net investment results of each subaccount vary with its investment performance. 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. 17 CONTRACT VALUE We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of the contract value in each subaccount in which you are invested. CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period, in which case, the portion of your initial premium will be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Asset subaccount). On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows: (1) We take the contract value in the subaccount at the end of the preceding business day. (2) We multiply (1) by the subaccount's Net Investment Factor since the preceding business day. (3) We add (1) and (2). (4) We add to (3) any additional premium payments, and then add or subtract transfers (and any related charges) to or from that subaccount. (5) We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees, any distribution fee, and any charge for premium taxes. CASH SURRENDER VALUE The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, then we deduct any incurred distribution fee (annual sales load), any charge for premium taxes, and any other charges incurred but not yet deducted. SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender will be effective on the date your written request and the Contract are received at our Customer Service Center. We will determine and pay the cash surrender value at the price next determined after receipt of your request. Once paid, all benefits under the Contract will be terminated. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Asset subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days. Consult your tax advisor regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59 1/2 may result in a 10% tax penalty. See "Federal Tax Considerations" for more details. THE SUBACCOUNTS Each of the 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 a Trust of Fund. 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. 18 We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the Securities and Exchange Commission (and any other regulatory agency, if required) substitute another portfolio for existing and future investments. 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 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 the 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. 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," "Death Benefit," "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 contract owner, except under certain qualified contracts, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than 90% of the cash surrender value, we will treat it as a request to surrender the Contract. If you take more than one regular withdrawal during a contract year, we impose a withdrawal charge for each additional withdrawal. See "Charges and Fees -- Withdrawal Charge." You need to submit to us a written request specifying the subaccounts from which amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts in which you are invested. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made. For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Asset subaccount) prior to processing the withdrawal. This transfer will not effect the withdrawal amount you receive. We offer the following three withdrawal options: REGULAR WITHDRAWALS After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $1,000. If you take more than one regular withdrawal in a contract year, we impose a charge of the lesser of $25 and 2.0% of each additional amount withdrawn. A regular withdrawal or a combination of a regular withdrawal or a combination of a regular withdrawal and systematic withdrawals received or expected to be 19 received during the contract year may not exceed 25% of the contract value as of the date of the current withdrawal. Also, any combination of a regular withdrawal and IRA withdrawals received or expected to be received during a contract year may not exceed 25% of the contract value as of the date of the regular withdrawal. SYSTEMATIC WITHDRAWALS You may choose to receive automatic systematic withdrawals on a monthly or quarterly basis from the contract value in the subaccounts in which you are invested. You may elect payments to start as early as 28 days after the contract date. You choose the date on which the withdrawals will be made but this date cannot be later than the 28th day of the month. If you do not choose a date, we will make the withdrawals on the same calendar day of each month as the contract date. Each withdrawal payment must be at least $100. The amount of your withdrawal can either be a (i) fixed dollar amount, or (ii) an amount based on a percentage of your contract value from the subaccounts in which you are invested. Both options are subject to the following maximums: FREQUENCY MAXIMUM PERCENTAGE Monthly 1.25% Quarterly 3.75% If you select a fixed dollar amount and the amount to be systematically withdrawn would exceed the applicable maximum percentage of your contract value on the withdrawal date, we will reduce the amount withdrawn so that it equals such percentage. If you select a percentage and the amount to be systematically withdrawn based on that percentage would be less than the minimum of $100, we will increase the amount to $100 provided it does not exceed the maximum percentage. If it is below the maximum percentage we will send the $100. If it is above the maximum percentage we will send the amount, and then cancel the option. You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. You may elect to have this option commence in a contract year where a regular withdrawal has been taken, but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal. You may not elect this if you are taking IRA withdrawals. 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. In no event may a systematic partial withdrawal or a combination of a regular withdrawal and systematic partial withdrawals received or expected to be received during the contract year, exceed 25% of the accumulation value as of the date of the current withdrawal. Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the beneficiary's lifetime ("stretch"). "Stretch" payments will be subject to the same limitations as systematic withdrawals, and non-qualified "stretch" payments will be reported on the same basis as other systematic withdrawals. 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 ("IRS") 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 20 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 SAI. Or, we will accept your written instructions regarding the calculated amount 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. 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. - -------------------------------------------------------------------------------- TRANSFERS AMONG YOUR INVESTMENTS - -------------------------------------------------------------------------------- You may transfer your contract value among the subaccounts in which you are invested at the end of the free look period until the annuity start date. We currently do not charge you for transfers made during a contract year, but reserve the right to charge $25 for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. 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. Transfers will be based on values at the end of the business day in which the transfer request is received at our Customer Service Center. The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount. To make a transfer, you must notify our Customer Service Center and all other administrative requirements must be met. Any transfer request received after 4:00 p.m. eastern time or the close of the New York Stock Exchange will be effected on the next business day. 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, over the internet or other approved electronic means. TRANSFERS BY THIRD PARTIES As a convenience to you, we currently allow you to give third parties the right to effect transfers on your behalf. However, when the third party makes transfers for many contract owners, the result can be simultaneous transfers involving large amounts of contract values. Such transfers can disrupt the orderly management of the investment portfolios available to the Contract, can result in higher costs to contract owners, and may not be compatible with the long term goals of contract owners. We require third parties making multiple, simultaneous or large volume transfers to execute a third party service agreement with us prior to executing such transfers. Therefore, we may at any time exercise our business judgment and limit or discontinue accepting transfers made by a third party. We will notify any third party whose transfers are limited or discontinued by telephone, facsimile or email according to our records, followed by a letter. These limits may be based on, among other criteria, the amount of the aggregate trade or the available investment 21 options for which third parties may make trades on behalf of multiple contract owners. For example, we currently require that orders received via facsimile to effect transactions in subaccounts that invest in ProFund portfolios be received at our Customer Service Center no later than 3 p.m. Eastern Time. We may establish additional procedures or change existing procedures at any time in the exercise of our business judgment. DOLLAR COST AVERAGING You may elect to participate in our dollar cost averaging program if you have at least $10,000 of contract value in the Limited Maturity Bond subaccount or the Liquid Asset subaccount. These subaccounts serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and less units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $250. If your source account is the Limited Maturity Bond subaccount or the Liquid Asset subaccount, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date. We may in the future offer additional subaccounts or withdraw any subaccount to or from the dollar cost averaging program, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time. - -------------------------------------------------------------------------------- DEATH BENEFIT - -------------------------------------------------------------------------------- DEATH BENEFIT DURING THE ACCUMULATION PHASE If the contract owner or the annuitant dies before the annuity start date, we will pay your beneficiary the death benefit proceeds under the Contract unless your beneficiary is the surviving spouse and elects to continue the Contract. For information on required distributions under federal income tax laws, you should see "Required Distributions upon Contract Owner's Death." If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years old for Contracts with a contract date before November 6, 1992) at the time of purchase, the death benefit is the greater of: 1) the contract value; and 2) the guaranteed death benefit, which we determine as follows: we credit interest each business day at the 7% annual effective rate to the guaranteed death benefit from the preceding day (which would be the initial premium if the preceding day is the contract date), then we add additional premiums paid since the preceding day, then we subtract any withdrawals made since the 22 preceding day. The maximum guaranteed death benefit is 2 times all premium payments, less an amount to reflect total withdrawals taken. The actual interest rate used for calculating the death benefit for the Liquid Asset subaccount will be the lesser of the 7% annual effective rate or the net rate of return for the subaccount during the applicable period. If the contract owner or the annuitant is AGE 76 OR OLDER at the time of purchase (age 81 or older for Contracts with a contract date before November 6, 1992), the death benefit is the greater of: 1) the cash surrender value; and 2) the total premium payments made under the Contract after subtracting any withdrawals. If you purchased the Contract in North Carolina before November 6, 1992, the following death benefit applies: if the contract owner or the annuitant are both age 80 or younger at the time of purchase, the death benefit is the greater of: (1) the contract value: and (2) the total premium payments made under the contract after subtracting any withdrawals. If the contract owner or the annuitant is age 81 or older at the time of purchase, the death benefit is the greater of: (1) the cash surrender value; and (2) the total premium payments made under the contract subtracting any withdrawals. The death benefit value is calculated at the close of the business day on which we receive due proof of death at our Customer Service Center. If your beneficiary elects to delay receipt of the death benefit until a date after the time of your death, the amount of the benefit payable in the future may be affected. The proceeds may be received in a single sum or applied to any of the annuity options, or, if available, paid over the beneficiary's lifetime. (See "Systematic Withdrawals" above). A beneficiary's right to elect an income phase payment option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary. If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. We will generally pay death proceeds within seven days after our Customer Service Center has received sufficient information to make the payment. HOW TO CLAIM PAYMENTS TO BENEFICIARY We must receive due proof of the death of the annuitant or owner (such as an official death certificate) at our Customer Service Center before we will make any payments to the beneficiary. We will calculate the death benefit as of the date we receive due proof of death. The beneficiary should contact our Customer Service Center for instructions. WHEN WE MAKE PAYMENTS We will pay death benefit proceeds and cash surrender value within seven days after our Customer Service Center receives all the information needed to process the payment. The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax consequences in sections titled "Individual Retirement Annuities," "Taxation of Non-Qualified Contracts," and "Taxation of Qualified Contracts," in this prospectus. DEATH BENEFIT DURING THE INCOME PHASE If the contract owner or the annuitant dies after the annuity start date, the Company will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH We will not allow any payment of benefits provided under the Contract which do not satisfy the requirements of Section 72(s) of the Code. If any contract owner of a non-qualified Contract dies before the annuity start date, the death benefit payable to the beneficiary (calculated as described under "Death Benefit Choices" in this prospectus) 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 23 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 us 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 beneficiary of the Contract. If any contract owner is not an individual, the death of an annuitant shall be treated as the death of a contract owner. - -------------------------------------------------------------------------------- CHARGES AND FEES - -------------------------------------------------------------------------------- We deduct the Contract charges described below to compensate us for our costs 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. For example, the surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or benefits provided. In the event there are any profits from fees and charges deducted under the Contract, including the mortality and expense risk charge and rider and benefit charges, 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: 24 DISTRIBUTION FEE. We deduct a sales load in an annual amount of 0.65% of each premium at the end of each contract year for a period of 10 years from the date we receive and accept each premium payment. PREMIUM TAXES. We may make a charge for state and local premium taxes depending on the contract owner's state of residence. The tax can range from 0% to 3.5% of the premium. We have the right to change this amount to conform with changes in the law or if the contract owner changes state of residence. We deduct the premium tax from your contract value on the annuity start date. However, some jurisdictions impose a premium tax at the time that initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it on surrender of the Contract, on excess withdrawals or on the annuity start date. TRANSFER CHARGE. We currently do not deduct any charges for transfers made during a contract year. We have the right, however, to assess up to $25 fee for each transfer after the twelfth transfer in a contract year. If such charge is assessed, we would deduct the charge from the subaccounts from which each such transfer is made in proportion to the amount being transferred from each such subaccount, unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply to any transfers due to the election of dollar cost averaging and confirm the automatic rebalancing is not available transfers we make to and from any subaccount specially designated by the Company for such purpose. WITHDRAWAL CHARGE. If you take more than one regular withdrawal during a contract year, we impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each additional regular withdrawal. The charge is deducted from the subaccounts from which each such regular withdrawal is made in proportion to the amount being withdrawn from each subaccount, unless you have chosen to use the Liquid Asset subaccount. CHARGES DEDUCTED FROM THE SUBACCOUNTS MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of 0.003446% (equivalent to an annual rate of 1.25%) of the assets you have in each subaccount. ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge from the assets in each subaccount, to compensate us for a portion of the administrative expenses under the Contract. The daily charge is at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the assets in each subaccount. TRUST AND FUND EXPENSES Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, certain 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 certain 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. There are an additional three portfolios that may deduct a distribution or 12b-1 fee but currently do not. Based on actual portfolio experience in 2001, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2002 range from 0.54% to 2.26%. - -------------------------------------------------------------------------------- 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 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 25 the annuity start date. If, at the time of the contract owner's death or the annuitant's death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law. The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20. For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios. Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a specified period of time or for the life of the annuitant. The amount of life income payments will depend on the form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate) and the applicable payment rate. Our approval is needed for any option where: (1) The person named to receive payment is other than the contract owner or beneficiary; (2) The person named is not a natural person, such as a corporation; or (3) Any income payment would be less than the minimum annuity income payment allowed. SELECTING THE ANNUITY START DATE You select the date on which the annuity payments commence. The annuity start date must be at least 3 years from the contract date, but before the month immediately following the annuitant's 90th birthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years. If you do not select an annuity start date, it will automatically begin in the month following the annuitant's 90th birthday. If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. For more information, see "Federal Tax Considerations" and the SAI. 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 advisor 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, although only fixed are currently available. 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 26 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 1940 Act, they 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. We will base the discount interest rate on the interest rate used to calculate the payments for Options 1 and 2. (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 Securities and Exchange Commission so that the sale of securities held in Separate Account B may not reasonably occur or so that the 27 Company may not reasonably determine the value of Separate Account B's net assets; or (4) during any other period when the Securities and Exchange Commission so permits for the protection of security holders. IN CASE OF ERRORS IN YOUR APPLICATION If an age or 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 likely has 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. You will be given advance notice of such changes. OTHER CONTRACT CHANGES You may change the contract to another annuity plan subject to our rules at the time of the change. FREE LOOK You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value, including a refund of any charges deducted. The Contract will be void as of the day we receive your Contract and your request. Some states require that we return the premium paid rather than the contract value. In these states, your premiums designated for investment in the subaccounts will be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Asset subaccount). If you exercise your right to cancel, we will return the greater of (a) the premium invested and (b) the contract value plus any amounts deducted under the Contract or by the Trust for taxes, charges or fees. We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states be allocated to the specially designated subaccount during the free look period. If you keep your Contract after the free look period, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, chosen by you. SPECIAL ARRANGEMENTS We may reduce or waive any Contract, rider, or benefit fees or charges for certain group or sponsored arrangements, under special programs, and for certain employees, agents, and related persons of our parent corporation and its affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences in costs or services. SELLING THE CONTRACT Our affiliate Directed Services, Inc. ("DSI"), 1475 Dunwoody Dr., West Chester, PA 19380 is the principal underwriter and distributor of the Contract as well as for other Golden American contracts. DSI, a New York corporation, is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, and is a member of the National Association of Securities Dealers, Inc. ("NASD"). DSI does not retain any commissions or compensation paid to it by Golden American for Contract sales. DSI enters into selling agreements with affiliated and unaffiliated broker-dealers to sell the Contracts through their registered representatives who are licensed to sell securities and variable insurance products. Selling firms are also registered with the SEC and NASD member firms. 28 DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. Selling firms may receive commissions of up to [6.0]% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to [0.75]% of all, or a portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of compensation paid to their selling firm, depending on their firm's practices. Commissions and annual compensation, when combined, could exceed [6.0]% of total premium payments. DSI may also compensate wholesalers/distributors, and their sales management personnel, for Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of premium payments, and/or a percentage of Contract values. Affiliated selling firms may include Aeltus Capital, Inc., Aetna Investment Services, LLC, BancWest Investment Services, Inc., Baring Investment Services, Inc., Compulife Investor Services, Inc., Financial Network Investment Corporation, Financial Northeastern Corporation, Granite Investment Services, Inc. Guaranty Brokerage Services, Inc., IFG Network Securities, Inc., ING America Equities, Inc., ING Barings Corp., ING Brokers Network, LLC, ING Direct Funds Limited, ING DIRECT Securities, Inc., ING Furman Selz Financial Services LLC, ING Funds Distributor, Inc., ING TT&S (U.S.) Securities, Inc., Investors Financial Group, Inc., Locust Street Securities, Inc., Multi-Financial Securities Corporation, PrimeVest Financial Services, Inc., Systematized Benefits Administrators, Inc., United Variable Services, Inc., VESTAX Securities Corporation, and Washington Square Securities, Inc. We may also make additional payments to broker dealers for marketing and educational expenses and to reimburse certain expenses of registered representatives relating to sales of Contracts. We do not pay any additional compensation on the sale or exercise of any of the Contract's optional benefit riders offered in this prospectus. - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- VOTING RIGHTS We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the 1940 Act 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 shareholder 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 involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or 29 material settlement payments have been made. We believe that currently there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Company or Separate Account B. LEGAL MATTERS The legal validity of the Contracts was passed on by Kimberly J. Smith, Executive Vice President, General Counsel and Assistant Secretary of Golden American. EXPERTS The audited consolidated financial statements of Golden American at December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, and the statement of assets and liabilities of Separate Account B at December 31, 2001 and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, appearing in the SAI and Registration Statement have been audited by Ernst & Young, LLP, independent auditors, as set forth in their reports thereon appearing in the SAI and in the Registration Statement, and are included or incorporated herein 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. THIS SUMMARY REFERENCES ENHANCED DEATH BENEFITS AND EARNINGS MULTIPLIER BENEFITS THAT MAY NOT BE AVAILABLE UNDER YOUR CONTRACT. PLEASE SEE YOUR CONTRACT, AND "THE ANNUITY CONTRACT -- OPTIONAL RIDERS" AND "DEATH BENEFIT CHOICES" IN THIS PROSPECTUS. 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 30 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 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. Qualified Contracts are subject to special rules -- see below. The following discussion assumes that the Contracts will qualify as annuity contracts for federal income tax purposes. 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 (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner's investment in the Contract at that time. Credits constitute earnings (not premiums) for federal tax purposes and are not included in the owner's investment in the Contract. 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. A distribution from a non-qualified Contract may be subject to 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. 31 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. Special rules may apply to amounts distributed after a Beneficiary has elected to maintain Contract value and receive 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 adviser as to the tax consequences. WITHHOLDING. Annuity distributions are generally subject to withholding for the recipient's federal income tax liability, and we will report taxable amounts as required by law. Recipients can generally elect, however, not to have tax withheld from distributions. MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are issued by us (or our affiliates) to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner's income when a taxable distribution occurs. TAXATION OF QUALIFIED CONTRACTS The Contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions 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. 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. PLEASE NOTE THAT REQUIRED MINIMUM 32 DISTRIBUTIONS UNDER QUALIFIED CONTRACTS MAY BE SUBJECT TO SURRENDER CHARGE AND/OR MARKET VALUE ADJUSTMENT, IN ACCORDANCE WITH THE TERMS OF THE CONTRACT. 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, distributions in a specified annuity form or hardship distributions. 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. 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 for Employees (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. IRAs generally may not invest in life insurance contracts. We do not believe a death benefit under an annuity contract that is equal to the greater of premiums paid (less withdrawals) or contract value will be treated as life insurance. However, the enhanced death benefits and earnings enhancement benefit under this Contract may exceed the greater of premiums paid (less withdrawals) and contract value. We have previously received IRS approval of the form of the Contract, including the enhanced death benefit feature, for use as an IRA. THE CONTRACT WITH BOTH ENHANCED DEATH BENEFITS AND THE EARNINGS MULTIPLIER BENEFIT HAS BEEN FILED WITH THE IRS FOR APPROVAL FOR USE AS AN IRA. HOWEVER, THERE IS NO ASSURANCE THAT THE IRS WILL GIVE THIS APPROVAL OR THAT THE CONTRACT MEETS THE QUALIFICATION REQUIREMENTS FOR AN IRA. Although we regard the enhanced death benefit options and earnings multiplier benefit as investment protection features that should not have an adverse tax effect, it is possible that the IRS could take a contrary position regarding tax qualification, which could result in the immediate taxation of amounts held in the Contract and the imposition of penalty taxes. YOU SHOULD CONSULT YOUR TAX ADVISOR IF YOU ARE CONSIDERING ADDING AN ENHANCED DEATH BENEFIT OR EARNINGS MULTIPLIER BENEFIT TO YOUR CONTRACT IF IT IS AN IRA. DISTRIBUTIONS - IRAS. All distributions from a traditional IRA are taxed as received unless either one of the following is true: o The distribution is rolled over to a plan eligible to receive rollovers or to another traditional IRA in accordance with the Tax Code; or o You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code. 33 To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The requirements do not apply to Roth IRA contracts except with regard to death benefits. These rules may dictate one or more of the following: o Start date for distributions; o The time period in which all amounts in your account(s) must be distributed; or o Distribution amounts. Generally, you must begin receiving distributions from a traditional IRA by April 1 of the calendar year following the calendar year in which you attain age 70 1/2. We must pay out distributions from the contract over one of the following time periods: o Over your life or the joint lives of you and your designated beneficiary; or o Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary. The amount of each periodic distribution must be calculated in accordance with IRS regulations. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax is imposed on the required amount that was not distributed. The following applies to the distribution of death proceeds under 408(b) and 408A (Roth IRA - See below) plans. Different distribution requirements apply if your death occurs: o After you begin receiving minimum distributions under the contract; or o Before you begin receiving such distributions. If your death occurs after you begin receiving minimum distributions under the contract, distributions must be made at least as rapidly as under the method in effect at the time of your death. Code section 401(a)(9) provides specific rules for calculating the minimum required distributions at your death. If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September 1, 2002, your entire balance must be distributed to the designated beneficiary by December 31, 2007. However, if the distributions begin by December 31 of the calendar year following the calendar year of your death, and you have named a designated beneficiary, then payments may be made over either of the following time-frames: o Over the life of the designated beneficiary; or o Over a period not extending beyond the life expectancy of the designated beneficiary. If the designated beneficiary is your spouse, distributions must begin on or before the later of the following: o December 31 of the calendar year following the calendar year of your death; or o December 31 of the calendar year in which you would have attained age 70 1/2. In lieu of taking a distribution under these rules, a spousal beneficiary may elect to treat the account as his or her own IRA. In such case, the surviving spouse will be able to make contributions to the account, make rollovers from the account, and defer taking a distribution until his or her age 70 1/2. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to or from the account, makes additional contributions to the account, or fails to take a distribution within the required time period. 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 limits on the amount of the contributions and the persons who may be eligible to contribute, 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 34 to tax, and other special rules may apply. A 10% penalty may apply to amounts attributable to a conversion from an IRA to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in which the conversion was made. DISTRIBUTIONS -- ROTH IRAS. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is a distribution: o Made after the five-taxable year period beginning with the first taxable year for which a contribution was made; and o Made after you attain age 59 1/2, die, become disabled as defined in the Tax Code, or for a qualified first-time home purchase. If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. A partial distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings. 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, but not earnings on such distributions, may also be distributed upon hardship, but would generally be subject to penalties. 35 because transfers made within such 3-year period reduce the MGAB Base and the MGAB Charge Base pro rata based on the percentage of contract value transferred. Transfers between the TSA Special Fixed Account and the variable accounts will not be excluded from this treatment. TSAS -- DISTRIBUTIONS. All distributions from Section 403(b) plans are taxed as received unless either of the following are true: o The distribution is rolled over to another plan eligible to receive rollovers or to a traditional individual retirement annuity/account (IRA) in accordance with the Tax Code; or o You made after-tax contributions to the plan. In this case, the amount will be taxed according to rules detailed in the Tax Code. Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in which you attain age 70 1/2 or retire, whichever occurs later, unless: o You are a 5% owner, in which case such distributions must begin by April 1 of the calendar year following the calendar year in which you attain age 70 1/2;or o You had amounts under the contract as of December 31, 1986. In this case, distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. However, if you take any distributions in excess of the minimum required amount, then special rules require that some or all of the December 31, 1986 balance be distributed earlier. 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. 36 - -------------------------------------------------------------------------------- STATEMENT OF ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- TABLE OF CONTENTS ITEM Introduction Description of Golden American Life Insurance Company Safekeeping of Assets The Administrator Independent Auditors Distribution of Contracts Performance Information IRA Partial Withdrawal Option Other Information Financial Statements of Golden American Life Insurance Company Financial Statements of Separate Account B - -------------------------------------------------------------------------------- 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 121795 DVA 100 05/02 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - This page intentionally left blank. APPENDIX A CONDENSED FINANCIAL INFORMATION The following tables give (1) the accumulation unit value ("AUV"), (2) the total number of accumulation units, and (3) the total accumulation unit value, for each subaccount of Golden American Separate Account B available under the Contract for the indicated periods. No information is provided for those subaccounts that did not have any assets attributable to the Contract as of December 31, 2001. 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 - --------------------------------------------------------------- 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 $ 15.54 72,995 $ 1,134 - --------------------------------------------------------------- 1999 14.85 65,836 978 - --------------------------------------------------------------- 1998 14.83 50,601 727 - --------------------------------------------------------------- 1997 13.87 37,946 526 - --------------------------------------------------------------- 1996 13.38 19,543 262 - --------------------------------------------------------------- 1995 12.92 70,999 917 - --------------------------------------------------------------- 1994 12.41 71,013 881 - --------------------------------------------------------------- 1993 12.13 11,507 140 - --------------------------------------------------------------- 12/31/92 11.98 -- -- - --------------------------------------------------------------- LIMITED MATURITY BOND - --------------------------------------------------------------- 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 $ 17.83 11,210 $ 200 - --------------------------------------------------------------- 1999 16.77 15,728 264 - --------------------------------------------------------------- 1998 16.81 22,995 387 - --------------------------------------------------------------- 1997 15.95 22,582 360 - --------------------------------------------------------------- 1996 15.10 32,874 498 - --------------------------------------------------------------- 1995 14.13 14,356 212 - --------------------------------------------------------------- 1994 13.36 20,243 271 - --------------------------------------------------------------- 1993 13.71 55,281 758 - --------------------------------------------------------------- 12/31/92 13.09 -- -- - --------------------------------------------------------------- A1 CORE BOND - --------------------------------------------------------------- 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 $ 11.77 -- -- - --------------------------------------------------------------- 1999 11.82 -- -- - --------------------------------------------------------------- 1998 13.11 -- -- - --------------------------------------------------------------- 5/1/98 12.08 -- -- - --------------------------------------------------------------- FULLY MANAGED - --------------------------------------------------------------- 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 $ 26.15 26,037 $ 681 - --------------------------------------------------------------- 1999 21.73 28,071 610 - --------------------------------------------------------------- 1998 20.61 33,313 686 - --------------------------------------------------------------- 1997 19.72 36,340 717 - --------------------------------------------------------------- 1996 17.33 21,625 375 - --------------------------------------------------------------- 1995 15.10 29,312 443 - --------------------------------------------------------------- 1994 12.68 32,224 410 - --------------------------------------------------------------- 1993 13.86 38,509 534 - --------------------------------------------------------------- 12/31/92 13.06 -- -- - --------------------------------------------------------------- TOTAL RETURN - --------------------------------------------------------------- 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 $ 20.80 7,789 $ 162 - --------------------------------------------------------------- 1999 18.10 5,119 93 - --------------------------------------------------------------- 1998 17.75 6,695 119 - --------------------------------------------------------------- 1997 16.12 4,909 79 - --------------------------------------------------------------- 1/20/97 13.82 -- -- - --------------------------------------------------------------- A2 EQUITY INCOME - --------------------------------------------------------------- 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 $ 24.02 41,480 $ 996 - --------------------------------------------------------------- 1999 21.56 52,427 1,130 - --------------------------------------------------------------- 1998 22.01 64,749 1,425 - --------------------------------------------------------------- 1997 20.61 86,050 1,773 - --------------------------------------------------------------- 1996 17.79 99,857 1,777 - --------------------------------------------------------------- 1995 16.58 140,336 2,327 - --------------------------------------------------------------- 1994 14.13 136,683 1,933 - --------------------------------------------------------------- 1993 14.50 36,280 527 - --------------------------------------------------------------- 12/31/92 13.22 -- -- - --------------------------------------------------------------- REAL ESTATE - --------------------------------------------------------------- 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 $ 26.76 6,471 $ 173 - --------------------------------------------------------------- 1999 20.70 7,595 157 - --------------------------------------------------------------- 1998 21.82 9,562 209 - --------------------------------------------------------------- 1997 25.55 22,395 572 - --------------------------------------------------------------- 1996 21.10 14,864 314 - --------------------------------------------------------------- 1995 15.80 14,556 230 - --------------------------------------------------------------- 1994 13.74 16,064 221 - --------------------------------------------------------------- 1993 13.10 7,264 95 - --------------------------------------------------------------- 12/31/92 11.32 -- -- - --------------------------------------------------------------- VALUE EQUITY - --------------------------------------------------------------- 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 $ 19.49 11,001 $ 214 - --------------------------------------------------------------- 1999 18.16 13,030 237 - --------------------------------------------------------------- 1998 18.32 20,539 376 - --------------------------------------------------------------- 1997 18.28 24,986 457 - --------------------------------------------------------------- 1996 14.56 27,355 398 - --------------------------------------------------------------- 1995 13.34 10,226 136 - --------------------------------------------------------------- 1/3/95 10.00 -- -- - --------------------------------------------------------------- A3 RISING DIVIDENDS - --------------------------------------------------------------- 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 $ 24.99 51,586 $ 1,289 - --------------------------------------------------------------- 1999 25.88 62,149 1,608 - --------------------------------------------------------------- 1998 22.64 92,161 2,086 - --------------------------------------------------------------- 1997 20.11 85,890 1,727 - --------------------------------------------------------------- 1996 15.70 77,854 1,222 - --------------------------------------------------------------- 1995 13.19 50,637 668 - --------------------------------------------------------------- 1994 10.20 45,055 460 - --------------------------------------------------------------- 1993 10.28 11,960 123 - --------------------------------------------------------------- 10/4/93 10.00 -- -- - --------------------------------------------------------------- MANAGED GLOBAL - --------------------------------------------------------------- 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 $ 20.30 34,903 $ 708 - --------------------------------------------------------------- 1999 24.08 38,870 936 - --------------------------------------------------------------- 1998 14.95 47,894 716 - --------------------------------------------------------------- 1997 11.72 76,803 900 - --------------------------------------------------------------- 1996 10.59 64,797 686 - --------------------------------------------------------------- 1995 9.56 56,983 544 - --------------------------------------------------------------- 1994 9.03 69,795 630 - --------------------------------------------------------------- 1993 10.48 63,254 663 - --------------------------------------------------------------- 1992 10.01 -- -- - --------------------------------------------------------------- 10/21/92 10.00 -- -- - --------------------------------------------------------------- HARD ASSETS - --------------------------------------------------------------- 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 $ 16.39 11,245 $ 184 - --------------------------------------------------------------- 1999 17.44 21,674 378 - --------------------------------------------------------------- 1998 14.33 23,997 344 - --------------------------------------------------------------- 1997 20.63 32,428 669 - --------------------------------------------------------------- 1996 19.70 36,118 712 - --------------------------------------------------------------- 1995 14.99 19,158 287 - --------------------------------------------------------------- 1994 13.73 22,343 307 - --------------------------------------------------------------- 1993 13.57 3,478 47 - --------------------------------------------------------------- 12/31/92 9.17 -- -- - --------------------------------------------------------------- A4 RESEARCH - --------------------------------------------------------------- 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 $ 26.46 18,310 $ 485 - --------------------------------------------------------------- 1999 28.10 18,345 515 - --------------------------------------------------------------- 1998 22.93 20,718 475 - --------------------------------------------------------------- 1997 18.89 10,225 193 - --------------------------------------------------------------- 1/20/97 16.51 -- -- - --------------------------------------------------------------- CAPITAL GROWTH - --------------------------------------------------------------- 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 $ 17.25 10,130 $ 175 - --------------------------------------------------------------- 1999 21.10 11,902 251 - --------------------------------------------------------------- 1998 17.03 9,399 160 - --------------------------------------------------------------- 1997 15.42 9,355 144 - --------------------------------------------------------------- 1996 12.49 2,225 28 - --------------------------------------------------------------- 9/3/96 10.95 -- -- - --------------------------------------------------------------- CAPITAL APPRECIATION - --------------------------------------------------------------- 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 $ 25.24 25,938 $ 655 - --------------------------------------------------------------- 1999 30.18 29,781 899 - --------------------------------------------------------------- 1998 24.55 49,076 1,205 - --------------------------------------------------------------- 1997 22.08 46,932 1,036 - --------------------------------------------------------------- 1996 17.36 35,436 615 - --------------------------------------------------------------- 1995 14.63 26,783 392 - --------------------------------------------------------------- 1994 11.40 31,314 357 - --------------------------------------------------------------- 1993 11.74 48,394 568 - --------------------------------------------------------------- 12/31/92 10.99 -- -- - --------------------------------------------------------------- A5 SMALL CAP - --------------------------------------------------------------- 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 $ 18.44 14,420 $ 266 - --------------------------------------------------------------- 1999 22.87 14,018 320 - --------------------------------------------------------------- 1998 15.39 18,405 283 - --------------------------------------------------------------- 1997 12.90 38,537 497 - --------------------------------------------------------------- 1996 11.85 40,332 478 - --------------------------------------------------------------- 1/2/96 10.00 -- -- - --------------------------------------------------------------- MID-CAP GROWTH - --------------------------------------------------------------- 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 $ 42.42 21,976 $ 932 - --------------------------------------------------------------- 1999 39.75 9,549 380 - --------------------------------------------------------------- 1998 22.50 12,309 277 - --------------------------------------------------------------- 1997 18.57 5,670 193 - --------------------------------------------------------------- 1996 15.74 10,361 89 - --------------------------------------------------------------- 9/3/96 14.69 -- -- - --------------------------------------------------------------- STRATEGIC EQUITY - --------------------------------------------------------------- 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 $ 18.95 9,209 $ 175 - --------------------------------------------------------------- 1999 21.94 6,159 135 - --------------------------------------------------------------- 1998 14.23 22,096 315 - --------------------------------------------------------------- 1997 14.31 34,778 498 - --------------------------------------------------------------- 1996 11.78 35,219 415 - --------------------------------------------------------------- 1995 10.00 26,760 267 - --------------------------------------------------------------- 10/2/95 10.00 -- -- - --------------------------------------------------------------- GROWTH - --------------------------------------------------------------- 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 $ 22.07 28,303 $ 625 - --------------------------------------------------------------- 1999 28.67 28,942 830 - --------------------------------------------------------------- 1998 16.31 11,112 181 - --------------------------------------------------------------- 1997 13.04 2,137 28 - --------------------------------------------------------------- 1/20/97 12.01 -- -- - --------------------------------------------------------------- A6 DEVELOPING WORLD - --------------------------------------------------------------- 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 $ 7.59 -- -- - --------------------------------------------------------------- 1999 11.62 683 $ 8 - --------------------------------------------------------------- 1998 7.29 -- -- - --------------------------------------------------------------- 5/1/98 10.42 -- -- - --------------------------------------------------------------- PIMCO HIGH YIELD - --------------------------------------------------------------- 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 $ 10.03 947 $ 9 - --------------------------------------------------------------- 1999 10.25 951 10 - --------------------------------------------------------------- 5/1/99 10.00 -- -- - --------------------------------------------------------------- PIMCO STOCKSPLUS GROWTH AND INCOME - --------------------------------------------------------------- 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 $ 11.73 2,489 $ 29 - --------------------------------------------------------------- 1999 13.14 292 4 - --------------------------------------------------------------- 5/1/99 10.00 -- -- - --------------------------------------------------------------- A7 - -------------------------------------------------------------------------------- FOR 2001: - -------------------------------------------------------------------------------- ------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF: 1.35% ------------------------------------------------------------------- ALL CAP AUV at beginning of year AUV at end of year 11.66 Number of units outstanding at end of year 949 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 11 CAPITAL APPRECIATION AUV at beginning of year 25.24 AUV at end of year 21.67 Number of units outstanding at end of year 21,812 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 473 CAPITAL GROWTH AUV at beginning of year 17.25 AUV at end of year 14.68 Number of units outstanding at end of year 6,847 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 100 DEVELOPING WORLD AUV at beginning of year 7.59 AUV at end of year 7.09 Number of units outstanding at end of year 18,759 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 133 EQUITY INCOME AUV at beginning of year 24.02 AUV at end of year 24.02 Number of units outstanding at end of year 38,217 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 918 FULLY MANAGED AUV at beginning of year 26.15 AUV at end of year 28.36 Number of units outstanding at end of year 26,501 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 751 GROWTH AUV at beginning of year 22.07 AUV at end of year 15.18 Number of units outstanding at end of year 20,294 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 308 HARD ASSETS AUV at beginning of year 16.39 AUV at end of year 14.21 Number of units outstanding at end of year 10,368 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 147 PIMCO HIGH YIELD BOND AUV at beginning of year 10.03 AUV at end of year 10.12 Number of units outstanding at end of year 943 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 10 A8 ------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF: 1.35% ------------------------------------------------------------------- INTERNET TOLLKEEPER AUV at beginning of year AUV at end of year 7.62 Number of units outstanding at end of year 1,522 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 12 LIMITED MATURITY BOND AUV at beginning of year 17.83 AUV at end of year 19.14 Number of units outstanding at end of year 10,240 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 196 LIQUID ASSET AUV at beginning of year 15.54 AUV at end of year 15.92 Number of units outstanding at end of year 51,725 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 824 MANAGED GLOBAL AUV at beginning of year 20.30 AUV at end of year 17.64 Number of units outstanding at end of year 31,530 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 556 MID CAP GROWTH AUV at beginning of year 42.42 AUV at end of year 31.96 Number of units outstanding at end of year 14,158 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 452 REAL ESTATE AUV at beginning of year 26.76 AUV at end of year 28.54 Number of units outstanding at end of year 6,397 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 183 RESEARCH AUV at beginning of year 26.46 AUV at end of year 20.50 Number of units outstanding at end of year 15,555 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 319 VAN KAMPEN GROWTH AND INCOME AUV at beginning of year 24.99 AUV at end of year 21.70 Number of units outstanding at end of year 42,509 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 923 CAPITAL GUARDIAN SMALL CAP AUV at beginning of year 18.44 AUV at end of year 17.92 Number of units outstanding at end of year 11,619 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 208 A9 ------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL CHARGES OF: 1.35% ------------------------------------------------------------------- STOCKSPLUS AUV at beginning of year 11.73 AUV at end of year 10.25 Number of units outstanding at end of year 2,440 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 25 STRATEGIC EQUITY AUV at beginning of year 18.95 AUV at end of year 14.73 Number of units outstanding at end of year 9,143 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 135 TOTAL RETURN AUV at beginning of year 20.80 AUV at end of year 20.62 Number of units outstanding at end of year 4,502 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 93 VALUE EQUITY AUV at beginning of year 19.49 AUV at end of year 18.38 Number of units outstanding at end of year 13,073 ------------------------------------------------------------------- Total AUV at end of year (in thousands) 240 ------------------------------------------------------------------- A10 Separate Account Annual Charges of 1.35%: All Cap AUV at beginning of year AUV at end of year 11.66 Number of units outstanding at end of year 948 Total AUV at end of year (in thousands) 11 Capital Appreciation AUV at beginning of year 25.24 AUV at end of year 21.67 Number of units outstanding at end of year 21,812 Total AUV at end of year (in thousands) 473 Capital Growth AUV at beginning of year 17.25 AUV at end of year 14.68 Number of units outstanding at end of year 6,847 Total AUV at end of year (in thousands) 100 Developing World AUV at beginning of year 7.59 AUV at end of year 7.09 Number of units outstanding at end of year 18,759 Total AUV at end of year (in thousands) 133 Equity Income AUV at beginning of year 24.02 AUV at end of year 24.02 Number of units outstanding at end of year 38,217 Total AUV at end of year (in thousands) 918 Fully Managed AUV at beginning of year 26.15 AUV at end of year 28.36 Number of units outstanding at end of year 26,501 Total AUV at end of year (in thousands) 751 Growth AUV at beginning of year 22.07 AUV at end of year 15.18 Number of units outstanding at end of year 20,294 Total AUV at end of year (in thousands) 308 Hard Assets AUV at beginning of year 16.39 AUV at end of year 14.21 Number of units outstanding at end of year 10,367 Total AUV at end of year (in thousands) 147 PIMCO High Yield Bond AUV at beginning of year 10.03 AUV at end of year 10.12 Number of units outstanding at end of year 944 Total AUV at end of year (in thousands) 10 Internet TollkeeperSM AUV at beginning of year AUV at end of year 7.62 Number of units outstanding at end of year 1,522 Total AUV at end of year (in thousands) 12 Limited Maturity Bond AUV at beginning of year 17.83 AUV at end of year 19.14 Number of units outstanding at end of year 10,239 Total AUV at end of year (in thousands) 196 Liquid Asset AUV at beginning of year 15.54 AUV at end of year 15.92 Number of units outstanding at end of year 51,726 Total AUV at end of year (in thousands) 824 Managed Global AUV at beginning of year 20.3 AUV at end of year 17.64 Number of units outstanding at end of year 31,532 Total AUV at end of year (in thousands) 556 MidCap Growth AUV at beginning of year 42.42 AUV at end of year 31.96 Number of units outstanding at end of year 14,158 Total AUV at end of year (in thousands) 452 Real Estate AUV at beginning of year 26.76 AUV at end of year 28.54 Number of units outstanding at end of year 6,396 Total AUV at end of year (in thousands) 183 Research AUV at beginning of year 26.46 AUV at end of year 20.50 Number of units outstanding at end of year 15,556 Total AUV at end of year (in thousands) 319 Van Kampen Growth and Income AUV at beginning of year 24.99 AUV at end of year 21.70 Number of units outstanding at end of year 42,509 Total AUV at end of year (in thousands) 923 Capital Guardian Small Cap AUV at beginning of year 18.44 AUV at end of year 17.92 Number of units outstanding at end of year 11,620 Total AUV at end of year (in thousands) 208 PIMCO StocksPLUS Growth and Income AUV at beginning of year 11.73 AUV at end of year 10.25 Number of units outstanding at end of year 2,440 Total AUV at end of year (in thousands) 25 Strategic Equity AUV at beginning of year 18.95 AUV at end of year 14.73 Number of units outstanding at end of year 9,142 Total AUV at end of year (in thousands) 135 Total Return AUV at beginning of year 20.8 AUV at end of year 20.62 Number of units outstanding at end of year 4,503 Total AUV at end of year (in thousands) 93 Value Equity AUV at beginning of year 19.49 AUV at end of year 18.38 Number of units outstanding at end of year 13,074 Total AUV at end of year (in thousands) 240 - -------------------------------------------------------------------------------- APPENDIX B - -------------------------------------------------------------------------------- DESCRIPTION OF UNDERLYING INVESTMENT OPTIONS - -------------------------------------------------------------------------------- THE INVESTMENT PORTFOLIOS - -------------------------------------------------------------------------------- During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios available under this Contract. They are listed in this Appendix. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL. PLEASE KEEP IN MIND THE INVESTMENT RESULTS OF THE INVESTMENT PORTFOLIOS ARE LIKELY TO DIFFER SIGNIFICANTLY AND THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS RESPECTIVE INVESTMENT OBJECTIVE. SHARES OF THE PORTFOLIOS WILL RISE AND FALL IN VALUE AND YOU COULD LOSE MONEY BY INVESTING IN THE PORTFOLIOS. SHARES OF THE PORTFOLIOS ARE NOT BANK DEPOSITS AND ARE NOT GUARANTEED, ENDORSED OR INSURED BY ANY FINANCIAL INSTITUTION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. EXCEPT AS NOTED, ALL FUNDS ARE DIVERSIFIED, AS DEFINED UNDER THE INVESTMENT COMPANY ACT OF 1940. - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- THE GCG TRUST All Cap INVESTMENT OBJECTIVE Capital appreciation through investment in securities which the Portfolio Manager believes have above-average capital appreciation potential PRINCIPAL STRATEGIES Invests primarily in equity securities of U.S. companies of any size. Uses fundamental analysis to select securities of individual companies which offer greatest potential for capital appreciation across industries to reduce risk. Emphasis is on companies whose stock prices appear undervalued; special situations that may increase earnings or market price of the company's shares; growth potential due to technological advances, new products or services; or other significant new developments that may enhance future earnings. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and may affect the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small and Mid-Cap Company Risk, Undervalued Securities Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL AND MID-CAP COMPANY RISK refers to the risk that such companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. UNDERVALUED SECURITIES RISK refers to the risk that the market value of an undervalued security may not rise, or may fall, if certain anticipated events do not occur or if investor perceptions about the security do not improve. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers and the gains or losses on a single security or issuer will have a greater impact on the non- B1 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Salomon Brothers Asset Management Inc Capital INVESTMENT OBJECTIVE Appreciation Long-term capital growth PRINCIPAL STRATEGIES Invests primarily in equity securities believed to be undervalued relative to an issuer's current or projected earnings; relative to current market values of an issuer's assets; or relative to equity markets generally. The Portfolio also may invest in preferred stocks and debt instruments that are consistent with its investment objective for their potential growth of capital and not for their ability to generate income, and up to 25% of its assets in foreign securities. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Value Investing Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: A I M Capital Management, Inc. Capital Growth INVESTMENT OBJECTIVE Long-term total return. PRINCIPAL STRATEGIES Invests primarily in common stocks of middle capitalization companies with market capitalizations of up to $5 billion. Focus is on companies believed to offer superior relative earnings growth potential. The Portfolio Manager applies a growth-oriented investment philosophy defined by its early recognition of change, commitment to fundamental research, and emphasis on stock selection. The Portfolio also may invest in securities of larger companies, and may invest a substantial portion of its assets in securities issued by small, small-cap and mid-cap companies, which may offer greater opportunities for share price increase than larger companies. Equity and debt securities in which the Portfolio normally invests include common and preferred stocks, convertible securities, bonds, and notes. The Portfolio also may invest in foreign securities (including in emerging or developing markets); foreign currencies, options; lower-quality, high yielding debt securities (commonly called "junk bonds"); "zero-coupon" bonds; "payment-in-kind" bonds, and engage in short sales of securities it expects to decline in price. At times the Portfolio may invest more than 25% of its assets in securities of issuers in one or more market sectors if the investment return available justifies any additional risk associated with heavily investing in that sector. B2 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Foreign Investment Risk, Small and Mid-Cap Company Risk, High-Yield Bond Risk, and Industry Concentration Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. SMALL AND MID-CAP COMPANY RISK refers to the risk that smaller companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but also typically have greater potential volatility and principal and income risk. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Alliance Capital Management, L.P. Capital INVESTMENT OBJECTIVE Guardian Long-term capital appreciation Small Cap PRINCIPAL STRATEGIES Invests at least 80% of its total assets in equity securities of small capitalization ("small-cap") companies that have total market capitalizations equal to those within a universe of S & P SmallCap 600 Index stocks. May also invest up to 20% of its assets in companies outside of this range. Equity securities in which the Portfolio may invest include common or preferred stocks, or securities convertible into or exchangeable for equity securities, such as warrants and rights. The Portfolio may also hold up to 15% of its assets in money market instruments and repurchase agreements. Invests primarily in companies whose securities are traded on domestic stock exchanges or in the over-the-counter market that may still be in the developmental stage; older companies that appear to be entering a new stage of growth because of factors such as management changes or development of new technology, products or markets; or companies that may provide products or services with a high unit volume growth rate. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, and OTC Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may B3 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- involve greater risk. INVESTMENT MANAGER: Directed Services, Inc PORTFOLIO MANAGER: Capital Guardian Trust Company Core Bond INVESTMENT OBJECTIVE Maximum total return, consistent with preservation of capital and prudent investment management PRINCIPAL STRATEGIES Under normal circumstances, invests at least 80% of its net assets (plus borrowings for investment purposes) 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 based on the Portfolio Manager's forecast for interest rates. Invests primarily in investment-grade debt securities, but may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P or, if unrated, determined by the Portfolio Manager to be of comparable quality. May invest up to 20% of its assets in securities denominated in foreign currencies, and beyond this limit in U.S. dollar-denominated securities of foreign issuers, including Yankees and Euros. The Portfolio may also use foreign currency options and foreign currency forward contracts to increase exposure to foreign currency fluctuations. Normally hedges at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio may engage in derivative transactions on securities in which it is permitted to invest, on securities indexes, interest rates and foreign currencies; may lend its portfolio securities to brokers, dealers and other financial institutions to earn income; and may seek without limitation to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The "total return" sought by the Portfolio consists of income earned on the Portfolio's investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Interest Rate Risk, Issuer Risk, Credit Risk, Foreign Investment Risk, Currency Risk, Derivative Risk, Liquidity Risk, Mortgage Risk, and Leveraging Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. ISSUER RISK refers to the risk that the value of a security may decline for a number of reasons which are directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. CURRENCY RISK refers to the risk that changes in currency exchange rates may affect foreign securities held by the portfolio and may reduce the returns of the portfolio. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. LIQUIDITY RISK refers to the risk that investments in illiquid securities may reduce the portfolio's returns because it may be unable to sell the illiquid securities at an advantageous time or price. MORTGAGE RISK refers to the risk that rising interest rates tend to extend the B4 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk, which may require a portfolio to reinvest that money at lower prevailing interest rates, thus reducing the portfolio's returns. LEVERAGING RISK refers to the risk that that the use of leverage may cause a portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Pacific Investment Management Company LLC Developing INVESTMENT OBJECTIVE World Capital appreciation PRINCIPAL STRATEGIES Invests primarily in the equity securities of companies in "emerging market countries." Normally invests in at least six emerging market countries with no more than 35% of its assets in any one country. Emerging market countries are those that are identified as such in the Morgan Stanley Capital International Emerging Markets Free Index, or the International Finance Corporation Emerging Market Index, or by the Portfolio Manager because they have a developing economy or because their markets have begun a process of change and are growing in size and/or sophistication. Investment process seeks to deliver superior risk-adjusted returns using fundamental analysis to evaluate key investment drivers at both the country and company level to identify unrecognized growth opportunities. Equity securities in which the Portfolio invests are primarily common stocks, but may also include other types of equity and equity derivative securities. May invest 10% in debt securities rated below investment-grade. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Emerging Market Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to, investing in foreign issuers in general. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Baring International Investment Limited Diversified INVESTMENT OBJECTIVE Mid-Cap Long-term growth of capital. PRINCIPAL STRATEGIES Normally invests in primarily in common stocks. Normally invests at least 80% of its assets in securities of companies with medium market capitalizations (i.e., equaling or exceeding $250 million and similar to the top range of the Russell Midcap or Standard & Poor's MidCap 400 Indexes at time of investment). May also invest in companies with smaller or larger market capitalizations and in securities of foreign issuers in addition to securities of domestic issuers. The Portfolio Manager is not constrained by any particular investment style and at any given time, B5 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- may buy "growth" stocks or "value" stocks, or a combination of both types. Relies on fundamental analysis to evaluate the current financial condition, industry position, and economic and market conditions. Factors considered include growth potential, earnings estimates and management. Statistical models are then used to further evaluate growth potential, valuation, liquidity and investment risk. Focus is on securities that offer strong opportunities for long-term growth of capital and are attractively valued. May use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease exposure to changing security prices or other factors that affect security values. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Value Investing Risk, Small Company Risk, Foreign Investment Risk, and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Fidelity Management & Research Company Equity Growth INVESTMENT OBJECTIVE Long-term capital appreciation. PRINCIPAL STRATEGIES Invests primarily in growth-oriented equity securities of large capitalization U.S. and, to a limited extent, foreign companies that are listed on U.S. exchanges or traded in U.S. markets. Invests primarily in companies with market capitalizations of $10 billion or more that exhibit strong earnings growth. Emphasizes individual security selection and may focus the Portfolio's holdings within the limits permissible for a diversified fund. Under normal circumstances, invests at least 80% of its net assets in equity securities. The Portfolio Manager follows a flexible investment program in looking for companies with above-average capital appreciation potential, focusing on companies with consistent or rising earnings growth records, potential for strong free cash flow and compelling business strategies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Price Volatility Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a B6 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. PRICE VOLATILITY RISK refers to the risk that the value of the portfolio changes as the prices of its investments go up and down. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Equity Income INVESTMENT OBJECTIVE Substantial dividend income as well as long-term growth of capital. PRINCIPAL STRATEGIES Normally invests at least 80% of its assets in common stocks, with 65% in the common stocks of well-established companies paying above-average dividends. The Portfolio Manager typically employs a "value" approach in selecting investments, seeking companies that appear to be undervalued by various measures and may be temporarily out of favor, but have good prospects for capital appreciation and dividend growth. In selecting investments, the Portfolio Manager generally looks for companies with an established operating history, above-average dividend yield relative to the S&P 500; low price/earnings ratio relative to the S&P 500; a sound balance sheet and other positive financial characteristics; and low stock price relative to a company's underlying value as measured by assets, cash flow or business franchises. Invests primarily in U.S. common stocks, but may also invest in other securities, including foreign securities, debt securities, and futures and options in keeping with its objective. May also invest in shares of the T. Rowe Price Reserve Investment Funds, Inc., an internally managed money market fund of T. Rowe Price; and may invest in securities that do not meet its normal criteria when perceives unusual opportunity for gain. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, and Value Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: T. Rowe Price Associates, Inc. Focus Value INVESTMENT OBJECTIVE Long-term growth of capital PRINCIPAL STRATEGIES Invests primarily in a diversified portfolio consisting of equity securities believed to be undervalued relative to its assessment of the current or prospective condition of the issuer. The Portfolio may invest in securities that are selling at a substantial discount to their intrinsic value, as measured by such factors as price-to-book ratio, price-to-earnings ratio and cash flow; securities that are undervalued relative to prevailing market ratios; in securities of companies or institutions that are experiencing poor operating conditions; or in debt securities of any maturity. Although not principal strategies, the Portfolio may invest at time of purchase, up to 10% of its total B7 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- asset value in high yield debt securities that are rated below investment grade, commonly called "junk bonds;" up to 10% of its total assets in the equity and fixed income securities of foreign issuers; and in debt securities issued or guaranteed by foreign government entities, commonly known as "sovereign debt securities." Normally invests a portion of its investments in short-term debt securities and cash or cash equivalents (including repurchase agreements) when unable to find attractive equity or long-term debt securities; to reduce exposure to these markets temporarily; or to meet redemptions. Short-term investments may limit the potential for an increase in the value of the Portfolio. The Portfolio may also invest up to 15% of its net assets in illiquid securities; borrow amounts up to 20% of its total assets from banks as a temporary measure for extraordinary or emergency purposes; and may write (i.e., sell) covered call options not exceeding 10% of its total assets and enter into closing transactions with respect to these options. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Risks of Securities of Issuers with Financial and Economic Problems, and Debt Securities Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. MORTGAGE RISK refers to the risk that rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk, which may require a portfolio to reinvest that money at lower prevailing interest rates, thus reducing the portfolio's returns. RISK OF SECURITIES OF ISSUERS WITH FINANCIAL AND ECONOMIC PROBLEMS refers to the risk that investments in securities of issuers in weak financial condition or experiencing poor operating results involves a high degree of risk of substantial and, at times, even total loss. These securities may not be widely traded and are subject to abrupt and rapid market movement and above average volatility. DEBT SECURITIES RISK refers to the risks inherent in investing in debt securities, such as bonds. These risk include credit risk (the risk that the borrower will not make timely payments of principal and interest); and interest rate risk (the risk that the value of the security may fall when interest rates rise). The Portfolio also may be subject, to a lesser extent, to the following general risks, which are described in more detail in the prospectus: FOREIGN INVESTMENT RISK; BORROWING AND LEVERAGE RISK; SECURITIES LENDING RISK, WRITING COVERED CALL OPTIONS RISK, JUNK BOND RISK, CALL AND REDEMPTION RISK; SOVEREIGN DEBT RISK; ILLIQUID SECURITIES RISK; RESTRICTED SECURITIES RISK; AND RULE 144A RISK. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Mercury Advisors Fully Managed INVESTMENT OBJECTIVE Over the long-term, a high total investment return, consistent with the preservation of capital and with prudent investment risk PRINCIPAL STRATEGIES Pursues an active asset allocation strategy whereby investments are allocated among three asset classes - equity securities, debt securities and money market instruments. Uses a value approach to reduce risk and maximize gains. Invests primarily in common stocks of established companies that are believed to have above-average potential for capital growth. Common stocks typically comprise at least half of the Portfolio's total assets. Remaining assets are generally invested in other securities, including convertibles, warrants, preferred stocks, corporate and government debt, foreign securities, futures, and options on securities, financial indices and foreign currencies as a cash management tool. Also may invest in short-term U.S. dollar-denominated obligations of foreign banks if, at the time of purchase, such banks have more than $1 billion in assets. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio may purchase securities that do B8 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- not meet its normal investment criteria when perceives unusual opportunity for gain. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Value Investing Risk, and Allocation Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. ALLOCATION RISK refers to the risk that a portfolio could miss attractive investment opportunities by underweighting markets where there are significant returns, and could lose value by overweighting markets where there are significant declines. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: T. Rowe Price Associates, Inc. Fundamental INVESTMENT OBJECTIVE Growth Long-term growth of capital PRINCIPAL STRATEGIES Invests in a diversified portfolio consisting primarily of common stocks. Generally invests at least 65% of its total assets in the following equity securities: common stock; convertible preferred stock; securities convertible into common stock; and rights to subscribe to common stock. Emphasizes common stocks of companies with medium to large stock market capitalization ($500 million or more) that have above-average rates of earnings growth. May invest up to 10% of its total assets in securities issued by foreign companies, including American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") or other securities representing interests in securities of foreign companies. The Portfolio's restriction limiting investments in foreign securities to 10% of total assets does not include ADRs. The Portfolio may also lend portfolio securities. Normally invests a portion of its assets in short-term debt securities, such as commercial paper, and may also invest without limitation in short-term debt securities (including repurchase agreements), non-convertible preferred stocks and bonds, or government and money market securities when the Portfolio Manager is unable to find enough attractive equity investments and to reduce exposure to equities when it is deemed advisable to do so on a temporary basis, and to meet redemptions. Short-term investments and temporary defensive positions may limit the potential to achieve its goal of long-term growth of capital. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Foreign Investment Risk, Securities Lending Risk and Derivatives Risk MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less B9 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. SECURITIES LENDING RISK refers to the risk that there may be a delay in receiving additional collateral if value of securities loaned decreases, delay in recovering securities loaned or even loss of rights to collateral if the borrower fails financially. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Mercury Advisors Global INVESTMENT OBJECTIVE Franchise Long-term capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities of issuers located throughout the world that it believes have, among other things, resilient business franchises and growth potential. Emphasizes individual stock selection and seeks to identify undervalued securities of issuers located throughout the world, including both developed and emerging market countries. Under normal market conditions, invests in securities of issuers from at least three different countries, which may include the United States. Securities are selected on a global basis with a strong bias towards value. The franchise focus of the Portfolio is based on the belief that intangible assets underlying a strong business franchise (such as patents, copyrights, brand names, licenses or distribution methods) are difficult to create or to replicate and that carefully selected franchise companies can yield above-average potential for long-term capital appreciation. The Portfolio may concentrate its holdings in a relatively small number of companies and may invest up to 25% of its assets in a single issuer. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Emerging Market Risk, Price Volatility Risk, Derivative Risk, Diversification Risk and Small Company Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. PRICE VOLATILITY RISK refers to the risk that the value of the portfolio changes as the prices of its investments go up and down. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. B10 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Growth INVESTMENT OBJECTIVE Capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities selected for their growth potential. The Portfolio may invest in companies of any size, from larger, well-established companies to smaller, emerging growth companies; without limit in foreign equity and debt securities (including in emerging or developing markets); up to 35% of its net assets in high-yield bonds; and in forward foreign currency contracts, futures and options. The Portfolio Manager applies a "bottom up" approach in choosing investments in companies with earnings growth potential. If the Portfolio Manager is unable to find such investments, a significant portion of the Portfolio's assets may be in cash or similar investments. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small Company Risk, Foreign Investment Risk and High Yield Bond Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC Hard Assets INVESTMENT OBJECTIVE Long-term capital appreciation PRINCIPAL STRATEGIES Invests at least 80% of its assets in the equities of producers of commodities. May invest in equity securities and debt securities of hard asset companies, including structured notes, whose value is linked to the price of a hard asset commodity or a commodity index. Hard asset companies are companies that are directly or indirectly engaged significantly in the exploration, development, production or distribution of commodities. Also may invest in securities of foreign issuers (including up to 35% in South Africa); ompanies not engaged in natural resources/hard asset activities; investment-grade corporate debt; U.S. government or foreign obligations; money market instruments; repurchase agreements; special classes of shares available only to foreign persons in those markets that restrict ownership of certain B11 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- classes of equity to nationals or residents of that country; derivatives; and equity securities listed on the U.S. or foreign securities exchanges or traded over-the-counter. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Hard Asset Risk, Sector Concentration Risk, Industry Concentration Risk, OTC Investment Risk, Foreign Investment Risk, Emerging Market Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. HARD ASSET RISK refers to the risk that the production and marketing of hard assets (commodities) may be affected by actions and changes in governments. Securities of hard asset companies may be subject to broad price fluctuations, reflecting volatility of energy and basic materials prices and possible instability of supply of various hard assets. SECTOR CONCENTRATION RISK refers to the risk that, to the extent a portfolio's assets are concentrated in a single market sector, volatility in that sector will have a greater impact on the portfolio than it would on a fund that has not concentrated its investment. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Baring International Investment Limited International INVESTMENT OBJECTIVE Enhanced Total return from long-term capital growth and income EAFE PRINCIPAL STRATEGIES Under normal conditions, invests at least 80% of its total assets in a broad portfolio of equity securities of established foreign companies of various sizes, including foreign subsidiaries of U.S. companies, based in countries represented in the Morgan Stanley Capital International, Europe, Australia and Far East Index (the "EAFE Index"). The EAFE Index is a widely recognized benchmark of the world's stock markets (excluding the United States). Equity securities include common stocks, preferred stocks, securities that are convertible into common stocks and warrants to purchase common stocks. These investments may take the form of depositary receipts. Investment process emphasizes stock selection as the primary source of returns. Emphasis is on `bottom-up' security selection driven by fundamental research and analysis and extensive direct contact with company management. The Portfolio Manager, completes the process by using disciplined portfolio construction and formal risk control techniques to build a portfolio that reflects B12 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- its stock selection ideas, while also seeking to manage risk relative to the EAFE Index. The Portfolio Manager will seek to diversify the Portfolio by investing in at least three issuers in several countries other than the United States, but may invest a substantial part of its assets in just one country. The Portfolio may invest in securities denominated in U.S. dollars, major reserve currencies and currencies of other countries in which it can invest. Although the Portfolio invests primarily in equities of companies based in countries that are represented in the EAFE Index, it may also invest up to 20% of its assets in other types of securities, including companies or governments in developing countries; investment grade debt securities rated of Baa or higher by Moody's Investors Service, Inc.("Moody's"), BBB or higher by Standard & Poor's Corporation ("S&P") or the equivalent by another national rating organization or unrated securities of comparable quality; debt securities denominated in currencies other than U.S. dollar or issued by a single foreign government or international organization, such as the World Bank; high-quality money market instruments and repurchase agreements. To temporarily defend its assets, the Portfolio may invest any amount of its assets in high-quality money market instruments and repurchase agreements. Where capital markets in certain countries are either less developed or not easy to access, the Portfolio may invest in these countries by investing in closed-end investment companies that are authorized to invest in those countries. The Portfolio may invest in derivatives to hedge various market risks or to increase the Portfolio's income or gain. The Portfolio is not diversified and may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. The Portfolio may change any of these investment policies (including its investment objective) without shareholder approval. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Emerging Market Risk, Small Company Risk, Unsponsored Depositary Receipts Risk, Convertible and Fixed Income Securities Risk, Closed-End Investment Company Risk, Derivative Risk, Defensive Investing Risk and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. UNSPONSORED DEPOSITARY RECEIPTS RISK refers to the risk that unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. CONVERTIBLE AND FIXED INCOME SECURITIES RISK refers to the risk that the market value of convertible securities and fixed income securities tends to decline as interest rates increase and increase as interest rates decline. Such a drop could be worse if the portfolio invests a larger portion of its assets in debt securities with longer maturities. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates. Securities that are rated Baa by Moody's or BBB by S&P may have fewer protective provisions than higher rated securities. The issuer may have trouble making principal and interest payments when difficult economic conditions exist. CLOSED-END INVESTMENT COMPANY RISK refers to the risk that investments in closed-end investment companies may entail added expenses such as additional management fees and trading costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DEFENSIVE INVESTING RISK refers to the risk that investing a substantial portion of its assets in money market instruments, repurchase agreements and U.S. government debt, including where the B13 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- portfolio is investing for temporary defensive purposes, could reduce the portfolio's potential returns. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: J.P. Morgan Fleming Asset Management (London) Limited International INVESTMENT OBJECTIVE Equity Long-term growth of capital PRINCIPAL STRATEGIES Under normal conditions, invests at least 80% of its net assets in equity securities of issuers located in countries outside of the United States. Equity securities may include common and preferred stocks, warrants and convertible securities. The Portfolio may invest in companies located in countries with emerging securities markets when believed to present attractive investment opportunities and also may invest up to 20% of its assets in securities of U.S. issuers, including investment-grade debt securities. The Portfolio invests primarily in equity securities of larger companies, but may also invest in small- and medium-sized companies. The Portfolio Manager will invest at least 65% of the Portfolio in assets of companies which, based upon a fundamental analysis of a company's earning prospects, it believes will experience faster earnings per share growth than that of other companies in one or more of the same market, sector, or industry. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Foreign Investment Risk, Medium and Small Company Risk, Liquidity Risk, Debt Securities Risk, Emerging Market Risk, and Market Trends Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that it invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. MEDIUM AND SMALL COMPANY RISK refers to the risk that these companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. LIQUIDITY RISK refers to the risk that a portfolio's investments in illiquid securities may reduce the returns of the portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DEBT SECURITIES RISK refers to the risks inherent in investing in debt securities, such as bonds. These risk include credit risk (the risk that the borrower will not make timely payments of principal and interest); and interest rate risk (the risk that the value of the security may fall when interest rates rise). EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. MARKET TRENDS RISK refers to the risk that from time to time, the stock market may not favor the securities in which the Portfolio invests. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: ING Investments, LLC B14 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Internet INVESTMENT OBJECTIVE TollkeeperSM * Long-term growth of capital *"Internet PRINCIPAL STRATEGIES TollkeeperSM" Invests, under normal circumstances, at least 80% of its net is a service assets plus any borrowings for investment purposes (measured at mark of time of investment) in equity investments of "Internet Goldman, Sachs Tollkeeper" companies. Internet Tollkeeper companies are & Co. Goldman, companies in the media, telecommunications, technology and Sachs & Co. Internet sectors, which provide access, infrastructure, content has licensed and services to Internet companies and Internet users, and which the service generally have predictable, sustainable or recurring revenue mark to streams. The Portfolio may invest in companies that merely have Directed an Internet site or sell some products over the Internet as part Services, of the Portfolio's 20% basket of securities which are not or may Inc. to use not be defined as Internet Tollkeepers. in connection with the Because the Portfolio concentrates its investments in Internet Portfolio. Tollkeeper companies, the Portfolio's performance may be substantially different from the returns of the broader stock market and of "pure" Internet funds. The Portfolio may participate significantly in the initial public offering ("IPO") market; invest up to 35% of its total assets in companies whose rapid adoption of an Internet strategy is expected to improve their cost structure, revenue opportunities or competitive advantage and Internet-based companies believed to exhibit a sustainable business model; and invest up to 25% of its total assets in foreign securities, including securities of issuers in emerging markets or countries and securities quoted in foreign currencies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Interest Rate Risk, Credit Default Risk, Internet Risk, IPO Risk, Industry Concentration Risk, Price Volatility Risk, Growth Investing Risk, Foreign Investment Risk, Emerging Market Risk, Stock Risk, Derivative Risk, Liquidity Risk, and REIT Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT DEFAULT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. IPO RISK refers to the risk that Initial Public Offerings or "IPOs" may be more volatile than other securities, and may have a magnified impact on the portfolio during the start-up phase when the portfolio's asset base is relatively small. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. PRICE VOLATILITY RISK refers to the risk that the value of the Portfolio changes as the prices of its investments go up and down. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET Risk refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. STOCK RISK refers to the risk that stock prices have historically risen and fallen in periodic cycles. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. LIQUIDITY RISK refers to the risk that a portfolio's investments in illiquid securities may reduce the returns of the portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. REIT RISK refers to the risk that investing in Real Estate Investment Trusts or "REITs" B15 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- involves certain unique risks in addition to those risks associated with investing in the real estate industry in general, including more abrupt or erratic price movements and lack of market liquidity. REITs whose underlying properties are concentrated in a particular industry or geographic region are also subject to risks affecting such industries and regions. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. Investors INVESTMENT OBJECTIVE Long-term growth of capital. Current income is a secondary objective. PRINCIPAL STRATEGIES Invests primarily in equity securities of U.S. companies. May also invest in other equity securities, and to a lesser degree, in income producing securities such as debt securities. Emphasizes individual security selection while spreading investments across industries, which may help to reduce risk. Portfolio Manager's bottom-up approach focuses on identifying established large capitalization companies with over $5 billion in market capitalization, and companies with solid growth potential at reasonable values. The Portfolio Manager employs fundamental analysis to analyze each company in detail, ranking its management, strategy and competitive market position. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Maturity Risk, and Growth Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. Fixed income securities with longer maturities will be more volatile than fixed income securities with shorter maturities. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER Salomon Brothers Asset Management Inc. J.P. Morgan INVESTMENT OBJECTIVE Fleming Small Capital growth over the long term Cap Equity PRINCIPAL STRATEGIES Under normal market conditions, invests at least 80% of its total assets in equity securities of small-cap companies with market capitalization equal to those within a universe of Standard & Poor's SmallCap 600 Index stocks. Focuses on companies with high quality management; a leading or dominant position in a major product line, new or innovative products, services or processes; a strong financial position; and a B16 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- relatively high rate of return of invested capital available for financing future growth without borrowing extensively from outside sources. The Portfolio Manager uses a disciplined stock selection process, which focuses on identifying attractively valued companies with positive business fundamentals. The Portfolio combines growth and value investing. The Portfolio may invest up to 20% of its total assets in: foreign securities, including depositary receipts; convertible securities, which generally pay interest or dividends and which can be converted into common or preferred stock; and high-quality money market instruments and repurchase agreements. The Portfolio may invest in real estate investment trusts ("REITs"), which are pools of investments consisting primarily of income-producing real estate or loans related to real estate; and in derivatives to hedge various market risks or to increase the Portfolio's income or gain. The Portfolio may change any of these investment policies (including its investment objective) without shareholder approval. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, Foreign Investment Risk, Unsponsored Depository Risk, Convertible Securities Risk, REIT Risk, Derivative Risk, and Defensive Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. These risks increase when investing in issuers located in developing countries. UNSPONSORED DEPOSITARY RECEIPTS RISK refers to the risk that unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. CONVERTIBLE SECURITIES RISK refers to the risk that the market value of convertible securities tends to decline as interest rates increase and increase as interest rates decline, and their value also tends to change whenever the market value of the underlying common or preferred stock fluctuates. REIT RISK refers to the risk that the value of REITs will depend on the value of the underlying properties or underlying loans; REITS may decline when interest rates rise; the value of a REIT will also be affected by the real estate market and by management of the REIT's underlying properties; and REITs may be more volatile or illliquid than other types of securities. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. DEFENSIVE INVESTING RISK refers to the risk that investing a substantial portion of its assets in money market instruments, repurchase agreements and U.S. government debt, including when investing for temporary defensive purposes, could reduce the portfolio's returns. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: J.P. Morgan Fleming Asset Management (USA) Inc. Janus Growth INVESTMENT OBJECTIVE and Income Long-term capital growth and current income PRINCIPAL STRATEGIES Normally emphasizes investments in common stocks. 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 believed to have income potential. Because of this investment strategy, the Portfolio is B17 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- not designed for investors who need consistent income. The Portfolio Manager shifts assets between the growth and income components of the Portfolio based on the its analysis of relevant market, financial and economic conditions. If the Portfolio Manager believes that growth securities will provide better returns than the yields available or expected on income-producing securities, the Portfolio will place a greater emphasis on the growth component. The growth component of the Portfolio is expected to consist primarily of common stocks, but may also include warrants, preferred stocks or convertible securities selected primarily for their growth potential. The income component of the Portfolio will consist of securities that the Portfolio Manager believes have income potential, including equity securities, convertible securities and all types of debt securities. Equity securities may be included in the income component of the Portfolio if they currently pay dividends or the Portfolio Manager believes they have the potential for either increasing their dividends or commencing dividends, if none are currently paid. The Portfolio may also invest in debt securities; without limit in foreign equity and debt securities (either indirectly through depositary receipts or directly in foreign markets); high-yield bonds (up to 35%) of any quality; index/structured securities; options, futures, forwards, swaps and other types of derivatives for hedging purposes or for non-hedging purposes such as seeking to enhance return; securities purchased on a when-issued, delayed delivery or forward commitment basis; illiquid investments (up to 15%); special situation companies; and in cash or similar investments when market conditions are unfavorable. Portfolio turnover rates are generally not a factor in making buy and sell decisions. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Maturity Risk, Growth Investing Risk, Foreign Investment Risk, High Yield Bond Risk, and Special Situations Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. Fixed income securities with longer maturities will be more volatile than fixed income securities with shorter maturities. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SPECIAL SITUATIONS RISK refers to the risk that investments in special situations companies may not appreciate if an anticipated development does not occur or does not attract anticipated attention. An investment in the Portfolio may also be subject to the following additional non-principal risks which are described in detail in the prospectus: Derivative Risk, Sector Risk, Small Company Risk, and Call Risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC B18 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Large Cap INVESTMENT OBJECTIVE Value Long-term growth of capital and income PRINCIPAL STRATEGIES Under normal market conditions, invests at least 80% of its assets in equity and equity-related securities of companies with market capitalization greater than $1 billion at the time of investment. In selecting investments, greater consideration is given to potential appreciation and future dividends than to current income. The Portfolio may hold American Depositary Receipts, which are U.S. registered securities of foreign issuers that are denominated in U.S. dollars, and other securities representing ownership interests in securities of foreign companies, such as European Depositary Receipts and Global Depositary Receipts. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, and Growth Investing Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER Capital Guardian Trust Company Limited INVESTMENT OBJECTIVE Maturity Bond Highest current income consistent with low risk to principal and liquidity. As a secondary objective, the Portfolio 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. PRINCIPAL STRATEGIES Invests primarily in a diversified portfolio of limited maturity debt securities. These short- to intermediate-term debt securities have remaining maturities of seven years or less. The dollar-weighted average maturity of the Portfolio generally will not exceed five years and in periods of rapidly rising interest rates may be shortened to one year or less. The Portfolio Manager utilizes a decision making process based on active duration management; yield curve analysis; sector selection; and security selection. Invests in non-government securities only if rated Baa3 or better by Moody's Investors Service, Inc. ("Moody's") or BBB- or better by Standard & Poor's Corporation ("S&P") or, if not rated by Moody's or S&P, the Portfolio Manager determines that they are of comparable quality. Money market securities must be rated in the two highest rating categories by Moody's (P-1 or P-2) or S&P (A-1+, A-1 or A-2), or determined to be of comparable quality by the Portfolio Manager. In addition, may purchase private placements of debt securities (which are often restricted securities) along with other illiquid securities, subject to appropriate limits. The Portfolio may borrow up to 10% of the value of its net assets. This amount may be increased to 25% for temporary purposes. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Issuer Risk, Credit Risk, and Call Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or B19 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. ISSUER RISK refers to the risk that the value of a security may decline for a number of reasons which are directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods and services. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: ING Investment Management LLC Liquid Asset INVESTMENT OBJECTIVE High level of current income consistent with the preservation of capital and liquidity PRINCIPAL STRATEGIES The Portfolio Manager strives to maintain a stable $1 per share net asset value and its investment strategy focuses on safety of principal, liquidity and yield, in order of importance, to achieve this goal. At least 95% of the Portfolio's investments must be rated in the highest short-term ratings category (or determined to be of comparable quality by the Portfolio Manager) and the Portfolio Manager must make an independent determination that each investment represents minimal credit risk to the Portfolio. The average maturity of the Portfolio's securities may not exceed 90 days and the maturity of any individual security may not exceed 397 days. At the time of purchase, no more than 5% of total assets may be invested in the securities of a single issuer. In addition, no more than 10% of total assets may be subject to demand features or guarantees from a single institution. The 10% demand feature and guarantee restriction is applicable to 75% of total assets subject to certain exceptions. The Portfolio may invest in U.S. dollar-denominated money market instruments. PRINCIPAL RISKS Principal risks include Manager Risk, Income Risk, Interest Rate Risk, and Credit Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. AN INVESTMENT IN THE LIQUID ASSET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE PORTFOLIO SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE PORTFOLIO, AND THE PORTFOLIO MANAGER CANNOT ASSURE THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE. INVESTMENT MANAGER Directed Services, Inc. PORTFOLIO MANAGER ING Investment Management LLC Managed Global INVESTMENT OBJECTIVE Capital appreciation. Current income is only an incidental consideration. B20 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL STRATEGIES Invests primarily in common stocks traded in securities markets throughout the world. The Portfolio may invest up to 100% of its total assets in securities traded in securities markets outside the United States. The Portfolio generally invests at least 65% of its total assets in at least three different countries, one of which may be the United States. In unusual market circumstances where the Portfolio Manager believes that foreign investing may be unduly risky, all of the Portfolio's assets may be invested in the United States. The Portfolio may hold a portion of its assets in cash or money market instruments; and may invest in any type of company, large or small, with earnings showing relatively strong growth trend, or in a company in which significant further growth is not anticipated but whose securities are thought to be undervalued, and also in small and relatively less well known companies. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Emerging Market Risk, Small Company Risk, Foreign Investment Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the portfolio invests more than 25% of its total assets in one geographic region or country, the portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Capital Guardian Trust Company Mid-Cap INVESTMENT OBJECTIVE Growth Long-term growth of capital PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in common stocks and related securities (such as preferred stocks, convertible securities and depositary receipts) of companies with medium market capitalizations (or "mid-cap companies") believed to have above-average growth potential. The Portfolio Manager defines mid-cap companies as companies with market capitalizations equaling or exceeding $250 million but not exceeding the top range of the Russell MidCap Growth Index at the time of investment. The Portfolio's investments may include securities listed on a securities exchange or traded in the over-the-counter markets. The Portfolio uses a bottom-up investment style in managing the Portfolio. The Portfolio may invest in foreign securities (including emerging markets securities), and may have B21 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of foreign currency at a future date. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Mid-Cap Company Risk, OTC Investment Risk, Growth Investing Risk, Foreign Investment Risk, Emerging Market Risk, Diversification Risk, High Yield Bond Risk and Short Sales Risk MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. MID-CAP COMPANY RISK refers to the risk that investment in mid-cap companies entails greater risk than investing in larger, more established companies because they have more narrow product lines, more limited financial resources and a more limited trading market for their stocks. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. EMERGING MARKET RISK refers to the risk that investing in emerging market countries present risks in a greater degree than, and in addition to investing in foreign issuers in general. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SHORT SALES RISK refers to the risk that the potential loss on a short sale may exceed the entire amount of the collateral deposited. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Real Estate INVESTMENT OBJECTIVE Capital appreciation. Current income is a secondary objective. PRINCIPAL STRATEGIES Invests at least 80% of its assets in equity securities of companies in the real estate industry that are listed on national exchanges or the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). Focus is on real estate investment trusts ("REITs") as well as real estate operating companies that invest in a variety of property types and regions. Securities are generally selected for long-term investment. The majority of the Portfolio's assets are invested in companies that have at least 50% of their assets in, or that derive at least 50% of their revenues from, the following sectors of the real estate industry: ownership (including listed real estate investment trusts); construction and development; asset sales; property management or sale; and other related real estate services. The Portfolio may invest more than 25% of its assets in any of the above sectors. The Portfolio also may invest in equity, debt, or convertible securities of issuers whose products and services are related to the real estate industry; financial institutions which issue or service B22 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- mortgages; and securities of companies unrelated to the real estate industry but which have significant real estate holdings believed to be undervalued. The Portfolio is non-diversified and, when compared with other funds, may invest a greater portion of its assets in a particular issuer. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Real Estate Risk, Industry Concentration Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. REAL ESTATE RISK refers to the risk that, although the portfolio will not invest in real estate directly, it may invest in real estate industry companies, including real estate investment trusts ("REITs"). As a result, the portfolio may be subject to certain risks associated with direct ownership of real estate and the real estate industry in general, including declines in the value of real estate, adverse changes in the climate for real estate, risks related to general and local economic conditions, over-building and increased competition, tenant credit worthiness and ability to meet rent obligations, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, leveraging of interests in real estate, and increase in interest rates. INDUSTRY CONCENTRATION RISK refers to the risk that a portfolio that invests primarily in securities of companies in a particular market sector may be subject to greater risks and market fluctuations than other portfolios that are more diversified by market sector. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen Research INVESTMENT OBJECTIVE Long-term growth of capital and future income PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in common stocks and related securities (such as preferred stocks, convertible securities and depositary receipts). Focus is on companies believed to have favorable prospects for long-term growth, attractive valuations based on current and expected earnings or cash flow, dominant or growing market share and superior management. The Portfolio may invest in companies of any size, and its investments may include securities traded on securities exchanges or in the over-the-counter markets. The Portfolio may invest in foreign equity securities (including emerging market securities), and may have exposure to foreign currencies through its investment in these securities, its direct holdings of foreign currencies or through its use of foreign currency exchange contracts for the purchase or sale of a fixed quantity of foreign currency at a future date. The Portfolio may engage in active and frequent trading to achieve its principal investment stategies, which increases transaction costs and could detract from the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, OTC Investment Risk and Foreign Investment Risk, High Yield Bond Risk and Frequent Trading Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. OTC INVESTMENT RISK refers to the risk that over-the-counter ("OTC") securities are generally securities of companies that are smaller or newer than securities listed on the New York Stock or American Stock Exchanges and may involve greater risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments B23 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. FREQUENT TRADING RISK refers to the risk that active and frequent trading increases transactions costs, which detract from performance. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Special INVESTMENT OBJECTIVE Situations Capital appreciation PRINCIPAL STRATEGIES Invests primarily in equity securities selected for their capital appreciation potential. The Portfolio Manager applies a bottom-up investment approach to select stocks of "special situation" companies believed to have been overlooked or undervalued by other investors. A "special situation" arises when, in the Portfolio Manager's opinion, securities of a particular company will appreciate in value due to a specific development with respect to that issuer. Special situations may include significant changes in a company's allocation of its existing capital, a restructuring of assets, or a redirection of free cash flows. Special situations may also result from (i) significant changes in industry structure through regulatory developments or shifts in competition; (ii) a new or improved product, service, operation or technological advance; (iii) changes in senior management; or (iv) significant changes in cost structure. The Portfolio Manager pays particular attention to companies that it thinks have high free cash flows. The Portfolio is non-diversified and may hold larger positions in a smaller number of securities than a diversified fund. The Portfolio may also invest in debt securities; foreign equity and debt securities (either indirectly through depositary receipts or directly in foreign markets); high-yield bonds (up to 35%) of any quality; index/structured securities; options, futures, forwards, swaps and other types of derivatives for hedging purposes or for non-hedging purposes such as seeking to enhance return; securities purchased on a when-issued, delayed delivery or forward commitment basis; and illiquid investments (up to 15%). Portfolio turnover rates are generally not a factor in making buy and sell decisions. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small Company Risk, Foreign Investment Risk, High Yield Bond Risk, Special Situations Risk, and Diversification Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. To the extent that the Portfolio invests more than 25% of its total assets in one geographic region or country, the Portfolio may be more sensitive to economic and other factors in that geographic region or country than a more diversified fund. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but they also typically have greater potential volatility and principal and income risk. SPECIAL SITUATIONS RISK refers to the risk that investments in special situations companies may not appreciate if an B24 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- anticipated development does not occur or does not attract the anticipated attention. DIVERSIFICATION RISK refers to the risk that a non-diversified portfolio will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers, and the gains or losses on a single security or issuer will have a greater impact on the non-diversified fund's net asset value. Investment in the Portfolio may also be subject to the following non-principal risks, which are described in more detail in the prospectus: Derivative Risk, and Sector Concentration Risk. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Janus Capital Management LLC Strategic INVESTMENT OBJECTIVE Equity Capital appreciation PRINCIPAL STRATEGIES Normally invests at least 80% of its net assets in securities of mid-cap companies with market capitalizations, at the time of purchase, within the range of market capitalizations of companies included in theRussell Midcap Index. Under Normal conditions, the top 10 holdings may comprise up to 40% of total assets. The Portfolio may also invest up to 25% of its total assets in foreign securities. In complying with the 80% requirement, the Portfolio will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments that have economic characteristics similar to the Portfolio's direct investments, such as warrants, futures, options, exchange-traded funds and ADRs. Any percentage limitations with respect to assets of the Portfolio are applied at the time of purchase. Focuses on companies believed likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The Portfolio Manager usually sells a particular security when any of those factors materially changes. As a result of the Portfolio's investment strategy, the market prices of many of the securities purchased and held by the Portfolio may fluctuate widely. Any income received from securities held by the Portfolio is incidental. The Portfolio's strategy does not preclude investment in large, seasoned companies that the Portfolio Manager believes possess superior potential returns similar to companies with formative growth profiles, or in established smaller companies (under $500 million in market capitalization) which may offer exceptional value based upon substantially above-average earnings growth potential relative to market value. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Growth Investing Risk, Small Company Risk, Foreign Investment Risk, Mid-Cap Company Risk, and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. GROWTH INVESTING RISK refers to the risk that growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth potential. SMALL COMPANY RISK refers to the risk that small companies may be more susceptible to price swings than larger companies because they have fewer financial resources, and limited product and market diversification. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. MID-CAP COMPANY RISK refers to the risk that investment in mid-cap companies entails greater risk than investing in larger, more established companies because they have more narrow product lines, more limited financial resources and a more limited trading market for their stocks. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying B25 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: A I M Capital Management, Inc. Total Return INVESTMENT OBJECTIVE Above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. A secondary objective is the reasonable opportunity for growth of capital and income. PRINCIPAL STRATEGIES The Portfolio is a "balanced fund" that invests in a combination of equity and fixed income securities. Under normal market conditions, the Portfolio invests at least 40%, but not more than 75%, of its assets in common stocks and related securities (referred to as equity securities), such as preferred stock, bonds, warrants or rights convertible into stock, and depositary receipts for those securities; and at least 25%, but not more than 60%, of its net assets in non-convertible fixed income securities. The Portfolio may vary the percentage of its assets invested in any one type of security (within the limits described above) based on the Portfolio Manager's interpretation of economic and money market conditions, fiscal and monetary policy and underlying security values. Portfolio Manager uses fundamental analysis to select equity securities believed to be undervalued. The Portfolio may invest up to 20% of its assets in foreign securities, including securities of companies in emerging or developing markets, up to 20% of its assets in lower rated nonconvertible fixed income securities and comparable unrated securities; and may invest with no limitation in mortgage pass-through securities and American Depositary Receipts. The Portfolio may engage in active and frequent trading to achieve its principal investment strategies, which increases transaction costs and could detract from the Portfolio's performance. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Income Risk, Interest Rate Risk, Credit Risk, Call Risk, Allocation Risk, Convertible Securities Risk, , Undervalued Securities Risk, High Yield Bond Risk, Foreign Investment Risk, Maturity Risk and Liquidity Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. INCOME RISK relates to the risk that a portfolio's income may fall due to falling interest rates. Income risk is greatest for short-term bonds and the least for long-term bonds. INTEREST RATE RISK refers to the risk that fixed income securities could lose value because of interest rate changes. CREDIT RISK refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they become due. CALL RISK refers to the risk that, during periods of falling interest rates, a bond issuer may "call" or repay, its high yielding bond before the bond's maturity date. Forced to invest the proceeds at lower interest rates, a portfolio would experience a decline in income. ALLOCATION RISK refers to the risk that a portfolio could miss attractive investment opportunities by underweighting markets where there are significant returns, and could lose value by overweighting markets where there are significant declines. CONVERTIBLE SECURITIES RISK refers to the risk that the market value of convertible securities tends to decline as interest rates increase and increase as interest rates decline, and their value also tends to change whenever the market value of the underlying common or preferred stock fluctuates. UNDERVALUED SECURITIES RISK refers to the risk that the market value of an undervalued security may not rise, or may fall, if certain anticipated events do not occur or if investor perceptions about the security do not improve. HIGH YIELD BOND RISK refers to the risk that high yield bonds (commonly referred to as "junk bonds") generally provide greater income and increased opportunity for capital appreciation than investments in higher quality debt securities, but also typically have greater potential volatility and principal and income risk. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political B26 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. MATURITY RISK refers to the risk that the average maturity of a portfolio's fixed income investments will affect the volatility of the portfolio's share price. LIQUIDITY RISK refers to the risk that investments in illiquid securities may reduce the portfolio's returns because it may be unable to sell the illiquid securities at an advantageous time or price. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Massachusetts Financial Services Company Value Equity INVESTMENT OBJECTIVE Seeks capital appreciation. Dividend income is a secondary objective. PRINCIPAL STRATEGIES Normally invests at least 80% of its assets in equity securities of domestic and foreign issuers that meet quantitative standards relating to financial soundness and high intrinsic value relative to price. The Portfolio Manager screens equity securities for key variables and performs in-depth fundamental research to identify possible value opportunities and securities that are trading at significant discounts to intrinsic value. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Value Investing Risk, and Foreign Investment Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. VALUE INVESTING RISK refers to the risk that undervalued stocks may not realize their perceived value for extended periods of time. Value stocks may respond differently to market and other developments than other types of stocks, and typically underperform when other investing styles, such as growth investing, are in favor. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Eagle Asset Management, Inc. Van Kampen INVESTMENT OBJECTIVE Growth and Long-term growth of capital and income Income PRINCIPAL STRATEGIES (formerly Under normal market conditions, invests primarily in what it Rising believes to be income-producing equity securities, including Dividends) common stocks and convertible securities; although investments are also made in non-convertible preferred stocks and debt securities rated "investment grade," which are securities rated within the four highest grades assigned by Standard & Poor's Rating Corporation or by Moody's Investors Service, Inc. Focuses primarily on a security's potential for growth of capital and income. Although the Portfolio may invest in companies of any size, focus is on larger capitalization companies believed to possess characteristics for improved valuation. Portfolio securities are typically sold when the assessments of the Portfolio Manager indicate that it is desirable to do so. The Portfolio may invest up to 25% of its total assets in securities of foreign issuers; and may purchase and sell certain derivative B27 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- instruments, such as options, futures and options on futures, for various portfolio management purposes. PRINCIPAL RISKS Principal risks include Manager Risk, Market and Company Risk, Small, Newly Formed and Medium-Sized Company Risk, Foreign Investment Risk and Derivative Risk. MANAGER RISK refers to the risk that a portfolio manager of a portfolio may do a mediocre or poor job in selecting securities. MARKET AND COMPANY RISK refers to the risk that the price of a security held by a portfolio may fall due to changing economic, political or market conditions or disappointing earnings results. SMALL, NEWLY FORMED AND MEDIUM-SIZED COMPANY RISK refers to the risk that the prices of small or medium-sized companies or of newly formed companies often fluctuate more than the stock prices of larger, more established companies. FOREIGN INVESTMENT RISK refers to the risk that foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositaries than those in the United States, foreign controls on investments, and higher transaction costs. DERIVATIVE RISK refers to the risk that derivative instruments involve risks different from direct investments in underlying securities, including imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. INVESTMENT MANAGER: Directed Services, Inc. PORTFOLIO MANAGER: Van Kampen AIM VARIABLE INSURANCE FUNDS AIM V.I. Dent INVESTMENT OBJECTIVE Demographic Seeks long-term growth of capital. Trends Fund PRINCIPAL STRATEGIES (Series II Seeks to meet its objective by investing in securities of Shares) companies that are likely to benefit from changing demographic, economic and lifestyle trends. These securities may include common stocks, convertible bonds, convertible preferred stocks and warrants of companies within a broad range of market capitalizations. May also invest up to 25% of its total assets in foreign securities. Portfolio managers purchase securities of companies that have experienced, or that they believe have the potential for, above-average, long-term growth in revenues and earnings and consider whether to sell a particular security when they believe the security no longer has that potential. In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. PRINCIPAL RISKS Prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. This is especially true with respect to equity securities of small- and medium-sized companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small- and medium-sized companies may not be traded as often as equity securities of larger, more-established companies, it may be difficult or impossible for the fund to sell securities at a desirable price. Values of the convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. Foreign securities have additional risks, including exchange rate changes, political and economic B28 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. INVESTMENT ADVISER: A I M Advisors, Inc. SUBADVISER: H.S. Dent Advisors, Inc. FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity VIP INVESTMENT OBJECTIVE Equity-Income Seeks reasonable income. Also considers the potential for capital Portfolio appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & (Service Poor's 500 Index. Class 2) PRINCIPAL STRATEGIES Normally invests at least 80% of total assets in income-producing equity securities, which tends to lead to investments in large cap "value" stocks. May also invest in other types of equity securities and debt securities, including lower-quality debt securities. May invest in securities of both domestic and foreign issuers. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments. PRINCIPAL RISKS Subject to the following principal investment risks: stock market volatility, interest rate changes, foreign exposure, issuer-specific changes, and "value" investing. Stock market volatility refers to the risk that stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments. Interest rate changes refers to the risk that interest rate increases can cause the price of a debt security to decrease. Foreign exposure refers to the risk that foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments and can perform differently from the U.S. market. Issuer-specific changes refers to the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. Lower-quality debt securities (those of less than investment-grade quality) can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market or economic developments. "Value" investing refers to the risk that "value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time. INVESTMENT ADVISER: Fidelity Management & Research Company SUBADVISER: FMR Co., Inc. Fidelity VIP INVESTMENT OBJECTIVE Growth Seeks to achieve capital appreciation. Portfolio PRINCIPAL STRATEGIES (Service Normally invests primarily in common stocks of companies the Class 2) investment adviser believes have above-average growth potential (often called "growth" stocks). May invest in securities of both domestic and foreign issuers. Uses fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments. PRINCIPAL RISKS Subject to the following principal investment risks: stock market volatility, foreign exposure, issuer-specific changes, and "growth" investing. Stock market volatility refers to the risk that stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market can react differently to these developments. Foreign exposure refers to the risk that foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments and can perform differently from the U.S. market. Issuer-specific changes refers to the risk B29 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. "Growth" investing refers to the risk that "growth" stocks can perform differently from the market as a whole and other types of stocks and can be more volatile than other types of stocks. INVESTMENT ADVISER: Fidelity Management & Research Company SUBADVISER: FMR Co., Inc. THE GALAXY VIP FUND Asset INVESTMENT OBJECTIVE Allocation The Fund seeks a high total return by providing both a current Fund level of income that is greater than that provided by the popular stock market averages, as well as long-term growth in the value of the Fund's assets. The Fund aims to provide income that is higher than the average income provided by stocks included in the popular stock market averages. Fleet interprets "popular stock market averages" to mean the Dow Jones Industrial Average of 30 major companies and the S&P 500. Due to the Fund's expenses, however, net income paid to investors may be less than that. The Fund also seeks long-term growth in the value of its assets. Fleet attempts to achieve these goals and reduce risk by allocating the Fund's assets among short-term debt securities, common stocks, preferred stocks and bonds. The Fund seeks a mix of stocks and bonds that will produce both income and long-term capital growth. This mix will change from time to time as a result of economic and market conditions. However, the Fund keeps at least 25% of its total assets in fixed income investments, including debt securities and preferred stocks, at all times. Debt securities purchased by the Fund will be of investment grade quality, which means that they will have one of the top four ratings assigned by Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's") or will be unrated securities which Fleet has determined to be of comparable quality. Occasionally, the rating of a security held by the Fund may be downgraded to below investment grade. If that happens, the Fund doesn't have to sell the security unless Fleet determines that under the circumstances the security is no longer an appropriate investment for the Fund. However, the Fund will sell promptly any securities that are not rated investment grade by S&P or Moody's if the securities exceed 5% of the Fund's net assets. In selecting portfolio securities for the Fund, Fleet's investment policy committee develops an economic outlook and sets guidelines for the industries and sectors in which the Fund should invest. In selecting equity securities, Fleet favors stocks with long-term growth potential that are expected to outperform their peers over time. Fleet also forecasts the direction and degree of change in long-term interest rates to help in the selection of fixed income securities. From time to time, the Fund may emphasize particular market sectors, such as technology, in attempting to achieve its investment objective. The Fund will sell a security when, as a result of changes in the economy, Fleet determines it appropriate to revise the allocation of the Fund's assets between stocks and bonds. A security may also be sold as a result of a deterioration in the performance of the security or in the financial condition of the issuer of the security. PRINCIPAL RISKS Because the Fund invests to a significant degree in stocks, it is subject to market risk. Changes in the U.S. or foreign economies can cause the value of stocks and other investments held by the Fund to fall. Stock prices may decline over short or extended periods. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The value of your investment in the Fund will go up and down with the value of the investments which the Fund holds. The Fund's investments may not perform as well as other investments, even in times of rising markets. In addition, the Fund carries the following main risks: B30 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Interest rate risk -- The value of fixed income investments such as bonds are affected by movements in interest rates. Bond prices tend to fall when interest rates rise and to rise when interest rates fall. Generally, the longer the time until maturity, the more sensitive the price of a bond is to interest rate changes. Credit risk -- The value of fixed income investments also depends on the ability of an issuer to make principal and interest payments. If an issuer can't meet its payment obligations or if its credit rating is lowered, the value of its securities will decline. Debt securities which have the lowest of the top four ratings assigned by S&P or Moody's have speculative characteristics. Changes in the economy are more likely to affect the ability of the issuers of these securities to make payments of principal and interest than is the case with higher-rated securities. Prepayment/extension risk -- Changes in interest rates may cause certain fixed income investments held by the Fund to be paid off much sooner or later than expected, which could adversely affect the Fund's value. In the event that a security is paid off sooner than expected because of a decline in interest rates, the Fund may be unable to recoup all of its initial investment and may also suffer from having to reinvest in lower-yielding securities. In the event of a later than expected payment because of a rise in interest rates, the value of the obligation will decrease and the Fund may suffer from the inability to invest in higher-yielding securities. Portfolio composition -- The level of risk could increase if a larger percentage of the Fund is invested in one particular asset class, such as stocks or bonds. However, asset allocation funds are generally less volatile than portfolios that contain only stocks. Sector risk -- To the extent that the Fund emphasizes particular market sectors, such as technology, it will be especially susceptible to the risks associated with investments in those market sectors. Stocks of technology companies may be subject to greater price volatility than stocks of companies in other sectors. Technology companies may produce or use products or services that prove commercially unsuccessful, become obsolete or become adversely impacted by government regulation. Technology stocks may experience significant price movements caused by disproportionate investor optimism or pessimism. Selection of investment -- Fleet evaluates the risks and rewards presented by all securities purchased by the Fund and how they advance the Fund's investment objective. It's possible, however, that these evaluations will prove to be inaccurate. INVESTMENT ADVISOR: Fleet Investment Advisors Inc. Equity Fund INVESTMENT OBJECTIVE The Fund seeks long-term growth by investing in companies that the Fund's investment adviser believes have above-average earnings potential. PRINCIPAL STRATEGIES The Fund normally invests at least 75% of its total assets in a broadly diversified portfolio of equity securities issued by U.S. companies, primarily common stocks and securities that can be converted into common stocks. The Fund invests mainly in companies which Fleet believes will have faster earnings growth than the economy in general. Fleet looks for large-capitalization companies (generally over $2 billion) in growing industries, focusing on technological advances, good product development, strong management and other factors which support future growth. Fleet seeks out companies that have a history of strong earnings growth and are projected to continue a similar pattern of growth over the next three to five years. From time to time, the Fund may emphasize particular market sectors, such as technology, in attempting to achieve its investment objective. The Fund will sell a security when there is an adverse change in the projected earnings growth of the company issuing the security. A security will also be sold when, as a result of changes in the economy or the performance of the security or other circumstances, Fleet believes that holding the security is no longer consistent with the Fund's investment objective. PRINCIPAL RISKS Because the Fund invests primarily in stocks, it is subject to market risk. Changes in the U.S. or foreign economies can cause the value of stocks and other investments held by the Fund to fall. Stock prices may decline over short or extended periods. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. B31 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- The value of your investment in the Fund will go up and down with the value of the investments which the Fund holds. The Fund's investments may not perform as well as other investments, even in times of rising markets. In addition, the Fund carries the following main risks: Convertible securities -- Securities that can be converted into common stock, such as certain debt securities and preferred stock, are subject to the usual risks associated with fixed income investments, such as interest rate risk and credit risk. In addition, because they react to changes in the value of the equity securities into which they will convert, convertible securities are also subject to stock market risk. Sector risk -- To the extent that the Fund emphasizes particular market sectors, such as technology, it will be especially susceptible to the risks associated with investments in those market sectors. Stocks of technology companies may be subject to greater price volatility than stocks of companies in other sectors. Technology companies may produce or use products or services that prove commercially unsuccessful, become obsolete or become adversely impacted by government regulation. Technology stocks may experience significant price movements caused by disproportionate investor optimism or pessimism. Selection of investments -- Fleet evaluates the risks and rewards presented by all securities purchased by the Fund and how they advance the Fund's investment objective. It's possible, however, that these evaluations will prove to be inaccurate. INVESTMENT ADVISOR: Fleet Investment Advisors Inc. Growth and INVESTMENT OBJECTIVE Income Fund The Fund seeks to provide a relatively high total return through long-term capital appreciation and current income. PRINCIPAL STRATEGIES The Fund normally invests at least 65% of its total assets in the common stocks of U.S. companies with large market capitalizations (generally over $2 billion) that have prospects for above-average growth and dividends. Fleet focuses on stocks which are believed to be attractively priced relative to expectations for the future performance of the issuing company. Fleet also seeks a current yield greater than that of the S&P 500, although not all Fund investments will pay dividends. From time to time, the Fund may emphasize particular market sectors, such as technology, in attempting to achieve its investment objective. The Fund will sell a portfolio security when, as a result of changes in the economy, Fleet believes that holding the security is no longer consistent with the Fund's investment objective. A security may also be sold as a result of a deterioration in the performance of the security or in the financial condition of the issuer of the security. PRINCIPAL RISKS Because the Fund invests primarily in stocks, it is subject to market risk. Changes in the U.S. or foreign economies can cause the value of stocks and other investments held by the Fund to fall. Stock prices may decline over short or extended periods. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The value of your investment in the Fund will go up and down with the value of the investments which the Fund holds. The Fund's investments may not perform as well as other investments, even in times of rising markets. In addition, the Fund carries the following main risks: Sector risk -- To the extent that the Fund emphasizes particular market sectors, such as technology, it will be especially susceptible to the risks associated with investments in those market sectors. Stocks of technology companies may be subject to greater price volatility than stocks of companies in other sectors. Technology companies may produce or use products or services that prove commercially unsuccessful, become obsolete or become adversely impacted by government regulation. Technology stocks may experience significant price movements caused by disproportionate investor optimism or pessimism. Selection of investments -- Fleet evaluates the risks and rewards presented by all securities purchased by the Fund and how they advance the Fund's investment objective. It's possible, however, that these B32 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- evaluations will prove to be inaccurate. INVESTMENT ADVISOR : Fleet Investment Advisors Inc. High Quality INVESTMENT OBJECTIVE Bond Fund The Fund seeks a high level of current income consistent with prudent risk of capital. PRINCIPAL STRATEGIES The Fund invests primarily in obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as in corporate debt obligations such as notes and bonds. The Fund also invests in asset-backed and mortgage-backed securities and in money market instruments, such as commercial paper and bank obligations. The Fund may from time to time invest in a limited amount of interest rate futures contracts. The Fund will use interest rate futures contracts, which may be considered derivatives, in an effort to manage the impact to the Fund of changes in interest rates. In selecting portfolio securities for the Fund, Fleet monitors and evaluates economic trends. It establishes duration targets, ranges of interest rates on bonds of various maturities and determines the appropriate allocation of the Fund's investments among various market sectors. Nearly all Fund investments will be of investment grade quality. These are securities which have one of the top four ratings assigned by Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are unrated securities determined by Fleet to be of comparable quality. Under normal market conditions, the Fund will invest at least 65% of its total assets in high quality debt obligations that have one of the top two ratings assigned by S&P or Moody's, or unrated securities determined by Fleet to be of comparable quality. High quality securities tend to pay less income than lower-rated securities. Occasionally, the rating of a security held by the Fund may be downgraded to below investment grade. If that happens, the Fund doesn't have to sell the security unless Fleet determines that under the circumstances the security is no longer an appropriate investment for the Fund. However, the Fund will sell promptly any securities that are not rated investment grade by either S&P or Moody's if the securities exceed 5% of the Fund's net assets. The Fund's average weighted maturity will vary from time to time depending on current market and economic conditions and Fleet's assessment of probable changes in interest rates. The Fund will sell a portfolio security when, as a result of changes in the economy or the performance of the security or other circumstances, Fleet believes that holding the security is no longer consistent with the Fund's investment objective. The Fund may trade its investments frequently in trying to achieve its investment goal. PRINCIPAL RISKS All mutual funds are affected by changes in the economy and swings in investment markets. These can occur within or outside the U.S. or worldwide, and may affect only particular companies or industries. In addition, the Fund carries the following main risks: Interest rate risk -- The prices of debt securities generally tend to move in the opposite direction to interest rates. When rates are rising, the prices of debt securities tend to fall. When rates are falling, the prices of debt securities tend to rise. Generally, the longer the time until maturity, the more sensitive the price of a debt security is to interest rate changes. Credit risk -- The value of debt securities also depends on the ability of issuers to make principal and interest payments. If an issuer can't meet its payment obligations or if its credit rating is lowered, the value of its debt securities may fall. Debt securities which have the lowest of the top four ratings assigned by S&P or Moody's have speculative characteristics. Changes in the economy are more likely to affect the ability of the issuers of these securities to make payments of principal and interest than is the case with higher-rated securities. Prepayment/extension risk -- Changes in interest rates may cause certain debt securities held by the Fund, particularly asset-backed and mortgage-backed securities, to be paid off much sooner or later than expected, which could adversely affect the Fund's value. In the event that a security is paid off sooner than expected because of a decline in interest rates, the Fund may be unable to recoup all of its B33 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- initial investment and may also suffer from having to reinvest in lower-yielding securities. In the event of a later than expected payment because of a rise in interest rates, the value of the obligation will decrease and the Fund may suffer from the inability to invest in higher-yielding securities. Derivatives -- The Fund may invest in derivatives such as interest rate futures contracts to adjust its exposure to interest rates. There is no guarantee this strategy will always work. Interest rates may move in the direction opposite to that anticipated, in which case the strategy will have the reverse effect. The Fund may increase or lessen its sensitivity to changes in interest rates through this strategy, which will impact return. Due to their structure, a small percentage of Fund assets invested in derivatives can have a disproportionately larger impact on the Fund. Selection of investments -- Fleet evaluates the risks and rewards presented by all securities purchased by the Fund and how they advance the Fund's investment objective. It's possible, however, that these evaluations will prove to be inaccurate. Frequent trading -- Frequent trading of investments usually increases the chance that the Fund will pay investors short-term capital gains. These gains are taxable at higher rates than long-term capital gains. Frequent trading could also mean higher brokerage commissions and other transaction costs, which could reduce the Fund's returns. INVESTMENT ADVISOR: Fleet Investment Advisors Inc. Small Company INVESTMENT OBJECTIVE Growth Fund The Fund seeks capital appreciation. PRINCIPAL STRATEGIES The Fund invests primarily in obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as in corporate debt obligations such as notes and bonds. The Fund also invests in asset-backed and mortgage-backed securities and in money market instruments, such as commercial paper and bank obligations. The Fund may from time to time invest in a limited amount of interest rate futures contracts. The Fund will use interest rate futures contracts, which may be considered derivatives, in an effort to manage the impact to the Fund of changes in interest rates. In selecting portfolio securities for the Fund, Fleet monitors and evaluates economic trends. It establishes duration targets, ranges of interest rates on bonds of various maturities and determines the appropriate allocation of the Fund's investments among various market sectors. Nearly all Fund investments will be of investment grade quality. These are securities which have one of the top four ratings assigned by Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are unrated securities determined by Fleet to be of comparable quality. Under normal market conditions, the Fund will invest at least 65% of its total assets in high quality debt obligations that have one of the top two ratings assigned by S&P or Moody's, or unrated securities determined by Fleet to be of comparable quality. High quality securities tend to pay less income than lower-rated securities. Occasionally, the rating of a security held by the Fund may be downgraded to below investment grade. If that happens, the Fund doesn't have to sell the security unless Fleet determines that under the circumstances the security is no longer an appropriate investment for the Fund. However, the Fund will sell promptly any securities that are not rated investment grade by either S&P or Moody's if the securities exceed 5% of the Fund's net assets. The Fund's average weighted maturity will vary from time to time depending on current market and economic conditions and Fleet's assessment of probable changes in interest rates. The Fund will sell a portfolio security when, as a result of changes in the economy or the performance of the security or other circumstances, Fleet believes that holding the security is no longer consistent with the Fund's investment objective. The Fund may trade its investments frequently in trying to achieve its investment goal. PRINCIPAL RISKS Because the Fund invests primarily in stocks, it is subject to market risk. Changes in the U.S. or foreign economies can cause the value of stocks and other investments held by the Fund to fall. Stock prices may decline over short or extended periods. Stock markets tend to move in cycles, with B34 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- periods of rising prices and periods of falling prices. The value of your investment in the Fund will go up and down with the value of the investments which the Fund holds. The Fund's investments may not perform as well as other investments, even in times of rising markets. In addition, the Fund carries the following main risks: Small companies risk -- Smaller companies tend to have limited resources, product lines and market share. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares may also trade less frequently and in limited volume, making them potentially less liquid. The price of small company stocks might fall regardless of trends in the broader market. Sector risk -- To the extent that the Fund emphasizes particular market sectors, such as technology, it will be especially susceptible to the risks associated with investments in those market sectors. Stocks of technology companies may be subject to greater price volatility than stocks of companies in other sectors. Technology companies may produce or use products or services that prove commercially unsuccessful, become obsolete or are adversely impacted by government regulation. Technology stocks may experience significant price movements caused by disproportionate investor optimism or pessimism. Foreign investments -- Foreign investments may be riskier than U.S. investments because of factors such as foreign government restrictions, changes in currency exchange rates, incomplete financial information about the issuers of securities, and political or economic instability. Foreign stocks may be more volatile and less liquid than U.S. stocks. Selection of investments -- Fleet evaluates the risks and rewards presented by all securities purchased by the Fund and how they advance the Fund's investment objective. It's possible, however, that these evaluations will prove to be inaccurate. INVESTMENT ADVISOR : Fleet Investment Advisors Inc. B35 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF - INVESTMENT OBJECTIVE Financial Seeks to make an investment grow. The Fund is aggressively Services managed. Fund PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies involved in the financial services sector. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO places a greater emphasis on companies that are increasing their revenue streams along with their earnings. INVESCO attempts to keep the portfolio holdings well diversified across the entire financial services sector and portfolio weightings are adjusted depending on current economic conditions and relative valuations of securities. PRINCIPAL RISKS Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the financial services sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. This sector generally is subject to extensive government regulation, which may change frequently. In addition, the profitability of businesses in these industries depends heavily upon the availability and cost of money, and may fluctuate significantly in response to changes in interest rates, as well as changes in general economic conditions. From time to time, severe competition may also affect the profitability of these industries. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, lack of timely information and portfolio turnover risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Health Fund Seeks to make an investment grow. The Fund is aggressively Sciences managed. PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies that develop, produce or distribute products or services related to health care. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO targets strongly manage, innovative companies with new products. INVESCO attempts to blend well-established health care firms with faster-growing, more dynamic entities. PRINCIPAL RISKS Many faster-growing health care companies have limited operating histories and their potential profitability may be dependent on regulatory approval of their products, which increases the volatility of these companies' securities prices and could have an adverse impact upon the companies' future growth and profitability. Changes in government regulation could also have an adverse im- B36 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- pact. Continuing technological advances may mean rapid obsolescence of products and services. Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the health sciences sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, lack of timely information and portfolio turnover risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Leisure Fund The Fund seeks to make an investment grow. PRINCIPAL STRATEGIES Seeks to meet its objective by investing primarily in equity securities that INVESCO believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities. The Fund invests primarily in equity securities of companies engaged in the design, production and distribution of products related to the leisure activities of individuals. These companies include, but are not limited to, advertising, communications/cable TV, cruise lines, entertainment, recreational equipment, lodging, publishers, restaurants and selected retailers. A portion of the Fund's assets is not required to be invested in the sector. PRINCIPAL RISKS Potential Conflicts - Although it is unlikely, there potentially may be differing interests involving the Fund among owners of variable annuity and variable life insurance contracts issued by different insurance companies, or even the same insurance company. INVESCO will monitor events for any potential conflicts. Market Risk - Equity stock prices vary and may fall, thus reducing the value of the Fund's investments. Certain stocks selected for the Fund's portfolio may decline in value more than the overall stock market. Foreign Securities Risks - Investments in foreign and emerging markets carry special risks, including currency, political, regulatory and diplomatic risks. The Fund may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and American Depository Receipts are not subject to this 25% limitation. CURRENCY RISK. A change in the exchange rate between U.S. dollars and a foreign currency may reduce the value of the Fund's investment in a security valued in the foreign currency, or based on that currency value. POLITICAL RISK. Political actions, events or instability may result in unfavorable changes in the value of a security. REGULATORY RISK. Government regulations may affect the value of a security. In foreign countries, securities markets that are less regulated than those in the U.S. may permit trading practices that are not allowed in the U.S. DIPLOMATIC RISK. A change in diplomatic relations between the U.S. and a foreign country could affect the value or liquidity of investments. EUROPEAN ECONOMIC AND MONETARY UNION. Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain are presently members of the European Economic and Monetary Union (the "EMU"), which has adopted the euro as a common currency. The national currencies will be sub-currencies of the euro until July 1, 2002, at which time these currencies will disappear entirely. Other European countries may adopt the euro in the future. As the euro is implemented, there may be changes in the relative strength and value of the U.S. dollar and other major currencies, as well as possible adverse tax consequences. The euro transition by EMU countries may affect the fiscal and monetary levels of those participating countries. The outcome of these and other uncertainties could have unpredictable effects on trade and commerce and result in B37 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- increased volatility for all financial markets. INVESTMENT ADVISER: INVESCO Funds Group, Inc. INVESCO VIF - INVESTMENT OBJECTIVE Utilities Seeks to make an investment grow and seeks current income. The Fund Fund is aggressively managed. PRINCIPAL STRATEGIES Invests primarily in equity securities that INVESCO (the Fund's investment adviser) believes will rise in price faster than other securities, as well as in options and other instruments whose values are based upon the values of equity securities. The Fund normally invests at least 80% of its assets in equity securities and equity-related instruments of companies that produce, generate, transmit or distribute natural gas or electricity, as well as in companies that provide telecommunications services, including local, long distance and wireless, and excluding broadcasting, among others. A portion of the Fund's assets is not required to be invested in the sector. INVESCO uses a "bottom up" investment approach to create the Fund's investment portfolio, focusing on company fundamentals and growth prospects when selecting securities. In general, the Fund emphasizes strongly managed companies that INVESCO believes will generate above-average growth rates for the next three to five years. INVESCO prefers markets and industries where leadership is in a few hands, and tends to avoid slower-growing markets or industries. PRINCIPAL RISKS Growth investing may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company's growth potential. Growth-oriented funds typically will underperform value-oriented funds when investor sentiment favors the value investing style. While the Fund's investments are diversified across the health utilities sector, the Fund's investments are not as diversified as investments of most mutual funds and far less diversified than the broad securities markets because the Fund's portfolio is limited to a comparatively narrow segment of the economy. This means the Fund tends to be more volatile than other mutual funds, and the value of its portfolio investments tends to go up and down more rapidly. As a result, the value of an investment in the Fund may rise or fall rapidly. Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas and risks associated with nuclear power facilities may adversely affect the market value of the Fund's holdings. The recent trend towards deregulation in the utility industries presents special risks. Some companies may be faced with increased competition and may become less profitable. INVESCO seeks to keep the portfolio diversified across the electric utilities, natural gas and telecommunications industries. Weightings within the various industry segments are continually monitored and INVESCO adjusts the portfolio weightings depending on the prevailing economic conditions. The Fund is subject to other principal risks such as potential conflicts, market, foreign securities, liquidity, counterparty, and lack of timely information risks. INVESTMENT ADVISER: INVESCO Funds Group, Inc. ING VARIABLE INSURANCE TRUST ING VP INVESTMENT OBJECTIVE Worldwide Seeks to provide investors with long-term capital appreciation. Growth Portfolio PRINCIPAL STRATEGIES (formerly Under normal conditions, invests at least 65% of net assets in Pilgrim equity securities of issuers located in at least three countries, VIT Worldwide one of which may be the U.S. Generally invests at least 75% of Growth) total assets in common and preferred stocks, warrants and convertible securities. May invest in companies located in Service countries with emerging securities markets when the portfolio Shares mangers believe they present attractive investment opportunities. Portfolio managers emphasize a growth approach by searching for companies that they believe are managing change advantageously and may be poised to exceed growth expectations. Portfolio managers focus on both a "bottom-up" analysis that evaluates the financial condition and competitiveness of individual companies and a "top-down" thematic approach and a sell discipline. Portfolio managers seek to identify themes that reflect the major social, economic and technological trends that they believe are likely to shape the future of business and commerce over the next three to five years, and seek to provide a framework for B38 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- identifying the industries and companies they believe may benefit most. This "top-down" approach is combined with rigorous fundamental research (a "bottom-up" approach) to guide stock selection and portfolio structure. From time to time, the Fund's adviser reviews the allocation between U.S. stocks and non-U.S. stocks in the portfolio, and may rebalance the portfolio using factors that the adviser deems appropriate. PRINCIPAL RISKS The Fund may be affected by the following risks, among others: price volatility, market trends, risks of foreign investing, and lack of diversification. Price volatility refers to the risk that the value of the Fund will decrease if the value of the Fund's underlying investments decrease. Equity securities face market, issuer and other risks, and their values may go down, sometimes rapidly and unpredictably. Equities generally have higher volatility than debt securities. Market trends refers to the risk that from time to time, the stock market may not favor the securities in which the Fund invests. Rather, the market could favor value stocks or small company stocks, or may not favor equities at all. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, possible security illiquidity, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositories than those in the U.S., and foreign controls on investment. The Fund is classified as a NON-DIVERSIFIED investment company, which means that, compared with other funds, the Fund may invest a greater percentage of its assets in a particular issuer. The investment of a large percentage of the Fund's assets in the securities of a small number of issuers may cause the Fund's share price to fluctuate more than that of a diversified investment company. INVESTMENT ADVISOR: ING Investments, LLC ING VP BOND PORTFOLIO ING VP Bond INVESTMENT OBJECTIVE Portfolio Seeks to maximize total return as is consistent with reasonable (formerly risk, through investment in a diversified portfolio consisting of Aetna Income debt securities. Shares d/b/a Aetna Bond VP) PRINCIPAL STRATEGIES Under normal market conditions, invests at least 80% of net (Class S assets in high-grade corporate bonds, mortgage-related and other Shares) asset-backed securities, and securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. High-grade securities are rated at least A by Standard & Poor's Corporation (S&P) or Moody's Investor Services, Inc. (Moody's) or, if unrated, considered by Aeltus (the Portfolio's subadviser) to be of comparable quality. May also invest up to 15% of total assets in high-yield instruments, and up to 25% of total assets in foreign debt securities. May invest in zero coupon securities. In managing the Portfolio, Aeltus looks to construct an intermediate-term (generally consisting of securities with an average maturity of between 5-10 years), high-quality portfolio by selecting investments with the opportunity to enhance the portfolio's overall total return and yield, while managing volatility. Aeltus uses quantitative computer models to identify issuers whose perceived value is not reflected in their security prices. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return. PRINCIPAL RISKS Principal risks are those generally attributable to debt investing, including increases in interest rates and loss of principal. Generally, when interest rates rise, bond prices fall. Bonds with longer maturities tend to be more sensitive to changes in interest rates. For all bonds there is a risk that the issuer will default. High-yield bonds generally are more susceptible to the risk of default than higher rated bonds. The risks associated with high-yield bonds also apply to zero coupon securities. Prices of mortgage-related securities, in addition to being sensitive to changes in interest rates, also are sensitive to changes in the prepayment patterns on the underlying instruments. Foreign securities present additional risks. Some foreign securities tend to be less liquid and more volatile than their U.S. counterparts. In addition, accounting standards and market regulations tend to be less standardized in certain foreign countries. Investments outside the U.S. may also be affected by administrative difficulties, such as delays in clearing and settling portfolio transactions. These risks are usually higher for securities of companies in emerging markets. Foreign currency exchange rate fluctuations may reduce or eliminate gains or create losses. Hedging strategies intended to reduce B39 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- this risk may not perform as expected. INVESTMENT ADVISER: ING Investments, LLC SUBADVISER: Aeltus Investment Management, Inc. (Aeltus) ING VARIABLE PRODUCTS TRUST (FORMERLY PILGRIM VARIABLE PRODUCTS TRUST ING VP Growth INVESTMENT OBJECTIVE Opportunities Seeks long-term growth of capital. (formerly Pilgrim VP PRINCIPAL STRATEGIES Growth Invests primarily in U.S. companies that the portfolio managers Opportunities) feel have above average prospects for growth. Under normal market conditions, invests at least 65% of total assets in securities (Service purchased on the basis of the potential for capital appreciation. Shares) Securities may be from large-cap, mid-cap or small-cap companies. Portfolio managers use a "top-down" disciplined investment process, which includes extensive database screening, frequent fundamental research, identification and implementation of a trend-oriented approach in structuring the portfolio and a sell discipline. Portfolio managers seek to invest in companies expected to benefit most from the major social, economic and technological trends that are likely to shape the future of business and commerce over the next three to five years, and attempt to provide a framework for identifying the industries and companies expected to benefit most. This top-down approach is combined with rigorous fundamental research (a bottom-up approach) to guide stock selection and portfolio structure. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends and inability to sell securities. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities generally have higher volatility than most debt securities. The Portfolio invests in companies that the portfolio manager feels have the potential for rapid growth, which may result in a higher risk of price volatility than a fund that emphasizes other styles of investing. Small and medium-sized companies may be more susceptible to price swings than larger companies because they have fewer financial resources, limited product and market diversification and many are dependent on a few key managers. Market trends refers to the risk that from time to time the stock market may not favor the growth securities in which the Portfolio invests. Inability to sell securities refers to the risk that securities of smaller companies trade in lower volume and may be less liquid than securities of larger, more established companies. INVESTMENT ADVISOR: ING Investments, LLC. ING VP INVESTMENT OBJECTIVE MagnaCap Seeks growth of capital, with dividend income as a secondary (formerly consideration. Pilgrim VP MagnaCap) PRINCIPAL STRATEGIES Managed with the philosophy that companies that can best meet the (Service Portfolio's objectives have paid increasing dividends or have had Shares) the capability to pay rising dividends from their operations. Normally invests at least 65% of its assets in equity securities of companies that meet the following disciplined criteria: consistent dividends, substantial dividend increases, reinvested earnings, strong balance sheet, and attractive price. Equity securities may include common stocks, convertible securities, and rights or warrants. Normally investments are primarily in larger companies that are included in the largest 500 U.S. companies. Remainder of its assets may be invested in equity securities that the portfolio managers believe have growth potential because they represent an attractive value. In selecting securities, preservation of capital is also an important consideration. Assets that are not invested in equity securities may be invested in high quality debt securities. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends, debt securities, credit risk, and risks of foreign investing. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities face B40 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- market, issuer and other risks, and their values may go up or down, sometimes rapidly and unpredictably. Equity securities generally have higher volatility than most debt securities. Market trends refers to the risk that from time to time the stock market may not favor the value securities that meet the Portfolio's disciplined investment criteria. Debt securities carry the risk that their value may fall when interest rates rise. Debt securities with longer maturities tend to be more sensitive to changes in interest rates. Credit risk refers to the risk that the Portfolio could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, a lack of adequate company information, differences in the way securities markets operate, less secure foreign banks or securities depositories than those in the U.S., and foreign controls on investment. INVESTMENT ADVISOR: ING Investments, LLC ING VP INVESTMENT OBJECTIVE SmallCap Seeks long-term capital appreciation. Opportunities (formerly PRINCIPAL STRATEGIES Pilgrim VP Invests at least 65% of total assets in the common stock of SmallCap smaller, lesser-known U.S. companies that the portfolio manager Opportunities) believes have above average prospects for growth. For this Portfolio smaller companies are those with market capitalizations (Service that fall within the range of companies in the Russell 2000 Shares) Index, which is an index that measures the performance of small companies. The median market capitalization of companies held by the Portfolio as of February 29, 2000 was $1.876 billion. Portfolio manager uses a "top-down" disciplined investment process, which includes extensive database screening, frequent fundamental research, identification and implementation of a brand-oriented approach in structuring the portfolio and a sell discipline. Portfolio manager seeks to invest in companies expected to benefit most from the major social, economic and technological trends that are likely to shape the future of business and commerce over the next three to five years, and attempts to provide a framework for identifying the industries and companies expected to benefit most. This top-down approach is combined with rigorous fundamental research (a bottom-up approach) to guide stock selection and portfolio structure. PRINCIPAL RISKS The Portfolio may be affected by the following risks, among others: price volatility, market trends and inability to sell securities. Price volatility refers to the risk that the value of the Portfolio changes as the prices of its investments go up or down. Equity securities generally have higher volatility than most debt securities. The Portfolio invests in companies that the portfolio manager feels have above average prospects for growth, which may result in a higher risk of price volatility than a fund that emphasizes other styles of investing. Smaller companies may be more susceptible to price swings than larger companies because they have fewer financial resources, more limited product and market diversification and many are dependent on a few key managers. Market trends refers to the risk that from time to time the stock market may not favor the small sized growth securities in which the Portfolio invests. Inability to sell securities refers to the risk that securities of smaller companies usually trade in lower volume and may be less liquid than securities of larger, more established companies. INVESTMENT ADVISOR: ING Investments, LLC. THE PIMCO VARIABLE INSURANCE TRUST PIMCO High INVESTMENT OBJECTIVE Yield Seeks maximum total return, consistent with preservation of capital and prudent investment management. PRINCIPAL STRATEGIES The portfolio seeks to achieve its investment objectives by investing under normal circumstances at least 65% of its assets in a diversified portfolio of high yield securities ("junk bonds") rated below investment grade but rated at least B by Moody's or S&P, or, if unrated, determined by PIMCO to be of comparable quality. The average portfolio duration of this Portfolio normally varies within a two- B41 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- to six-year time frame based on PIMCO's forecast for interest rates. The Portfolio may invest up to 15% of its assets in euro-denominated securities and may invest without limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio normally will hedge at least 75% of its exposure to the euro to reduce the risk of loss due to fluctuations in currency exchange rates. The Portfolio may invest up to 15% of its assets in derivative instruments, such as options, futures contracts or swap agreements. PRINCIPAL RISKS Principal risks include Manager Risk, High Yield Risk, Interest Rate Risk, Credit Risk, Market Risk, Issuer Risk, Liquidity Risk, Derivatives Risk, Mortgage Risk, Foreign(non-US) Investment Risk, Currency Risk, and Leveraging Risk. MANAGER RISK- Each Portfolio is subject to manager risk because it is an actively managed investment portfolio. PIMCO and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Portfolio, but there can be no guarantee that these will produce the desired results. HIGH YIELD RISK- Portfolios that invest in high yield securities and unrated securities of similar credit quality (commonly known as "junk bonds") may be subject to greater levels of interest rate, credit and liquidity risk than Portfolios that do not invest in such securities. High yield securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. INTEREST RATE RISK- As interest rates rise, the value of fixed income securities held by a Portfolio are likely to decrease. CREDIT RISK- A Portfolio could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. MARKET RISK- The market price of securities owned by a Portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. ISSUER- The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. LIQUIDITY RISK- Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio's investments in illiquid securities may reduce the returns of the Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DERIVATIVES RISK- Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Portfolios may use are referenced under "Characteristics and Risks of Securities and Investment Techniques--Derivatives" in this Prospectus. Typically use derivatives as a substitute for taking a position in the underlying asset and/or part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk management risk. MORTGAGE RISK- A Portfolio that purchases mortgage-related securities is subject to certain additional risks. Rising rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. B42 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- FOREIGN (NON-U.S.) INVESTMENT RISK- A Portfolio that invests in foreign securities may experience more rapid and extreme changes in value than a Portfolio that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of industries. Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers. CURRENCY RISK- Portfolios that invest directly in foreign currencies or in securities that trade in, and receive revenues in, U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. LEVERAGING RISK- Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. PIMCO will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. INVESTMENT ADVISOR: Pacific Investment Management Company PIMCO INVESTMENT OBJECTIVE StocksPLUS Seeks total return which exceeds that of the S&P 500. Growth and Income PRINCIPAL STRATEGIES The Portfolio seeks to exceed the total return of the S&P 500 by investing under normal circumstances substantially all of its assets in S&P 500 derivatives, backed by a portfolio of Fixed Income Instruments. The Portfolio uses S&P 500 derivatives in addition to or in the place of S&P 500 stocks to attempt to equal or exceed the performance of the S&P 500. The value of S&P 500 derivatives closely track changes in the value of the index. However, S&P 500 derivatives may be purchased with a fraction of the assets that would be needed to purchase the equity securities directly, so that the remainder of the assets may be invested in Fixed Income Instruments. PIMCO actively manages the fixed income assets held by the Portfolio with a view toward enhancing the Portfolio's total return, subject to an overall portfolio duration which is normally not expected to exceed one year. Assets not invested in equity securities or derivatives may be invested in Fixed Income Instruments. The Portfolio may invest up to 10% of its assets in high yield securities ("junk bonds") rated B or higher by Moody's or S&P, or, if unrated, determined by PIMCO to be comparable quality. The Portfolio may invest up to 20% of its assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Portfolio will normally hedge at least 75% of its exposure to foreign currency to reduce the risk of loss due to fluctuations in currency exchange rate. In addition, the Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income. PRINCIPAL RISKS Principal risks include Manager Risk, Interest Rate Risk, Credit Risk, Market Risk, Issuer Risk, Liquidity Risk, Derivatives Risk, Mortgage Risk, Foreign(non-US) Investment Risk, Currency Risk, and Leveraging Risk. MANAGER RISK- Each Portfolio is subject to manager risk because it is an actively managed investment portfolio. PIMCO and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Portfolio, but there can be no guarantee that these will produce the desired results. INTEREST RATE RISK- As interest rates rise, the value of fixed income securities held by a Portfolio are likely to decrease. CREDIT RISK- A Portfolio could lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings. B43 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- MARKET RISK- The market price of securities owned by a Portfolio may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. ISSUER- The value of a security may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer's goods or services. LIQUIDITY RISK- Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio's investments in illiquid securities may reduce the returns of the Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. DERIVATIVES RISK- Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. The various derivative instruments that the Portfolios may use are referenced under "Characteristics and Risks of Securities and Investment Techniques--Derivatives" in this Prospectus. Typically use derivatives as a substitute for taking a position in the underlying asset and/or part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. Derivatives are subject to a number of risks described elsewhere in this section, such as liquidity risk, interest rate risk, market risk, credit risk management risk. MORTGAGE RISK- A Portfolio that purchases mortgage-related securities is subject to certain additional risks. Rising rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. FOREIGN (NON-U.S.) INVESTMENT RISK- A Portfolio that invests in foreign securities may experience more rapid and extreme changes in value than a Portfolio that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of industries. Additionally, issuers of foreign securities are usually not subject to the same degree of regulation as U.S. issuers. CURRENCY RISK- Portfolios that invest directly in foreign currencies or in securities that trade in, and receive revenues in, U.S. dollar, or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged. LEVERAGING RISK- Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions. PIMCO will segregate liquid assets or otherwise cover the transactions that may give rise to such risk. INVESTMENT ADVISER: Pacific Investment Management Company PIONEER VARIABLE CONTRACTS TRUST Pioneer Fund INVESTMENT OBJECTIVE VCT Portfolio Seeks reasonable income and capital growth. PRINCIPAL STRATEGIES Invests in a broad list of carefully selected, reasonably priced securities rather than in securities whose prices reflect a premium resulting from their current market popularity. Invests the major portion of its assets in equity securities, primarily of U.S. issuers. Equity securities include common stocks and other equity instruments, such as convertible debt, depositary receipts, warrants, rights, interest in real estate investment trusts and preferred stocks. Although the Portfolio focuses on securities that have paid dividends in the preceding 12 months, it may purchase or hold securities that do not provide income if the Portfolio expects them to increase in value. Pioneer, the Portfolio's investment adviser, uses a value approach to select the Portfolio's investments. Using this investment style, Pioneer seeks securities selling at reasonable prices or substantial discounts to their underlying values and holds these securities until the market values reflect their intrinsic values. B44 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- Pioneer evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. In making that assessment, Pioneer employs due diligence and fundamental research, and an evaluation of the issuer based on its financial statements and operations. Pioneer focuses on the quality and price of individual issuers, not on economic sector or market-timing strategies. Factors Pioneer looks for in selecting investments include: favorable expected returns relative to perceived risk; above average potential for earnings and revenue growth; low market valuations relative to earnings forecast, book value, cash flow and sales; and a sustainable competitive advantage, such as a brand name, customer base, proprietary technology or economies of scale. PRINCIPAL RISKS Even though the Portfolio seeks reasonable income and capital growth, you could lose money on your investment or not make as much as if you invested elsewhere if the stock market goes down (this risk may be greater in the short term) or if value stocks fall out of favor with investors. The Portfolio's assets may also remain undervalued or not realize the potential value originally expected or the stocks selected for income may not achieve the same return as securities selected for capital growth. INVESTMENT ADVISER: Pioneer Investment Management, Inc. Pioneer Mid- INVESTMENT OBJECTIVE Cap Value VCT Seeks capital appreciation by investing in a diversified Portfolio portfolio of securities consisting primarily of common stocks. PRINCIPAL STRATEGIES Normally, invests at least 80% of total assets in equity securities of mid-size companies, that is, companies with market values within the range of market values of companies included in Standard & Poor's MidCap 400 Index. Equity securities include common stocks and other equity instruments, such as convertible debt, depositary receipts, warrants, rights, interests in real estate investment trusts and preferred stocks. Pioneer, the Portfolio's investment adviser, uses a value approach to select the Portfolio's investments. Using this investment style, Pioneer seeks securities selling at substantial discounts to their underlying values and holds these securities until the market values reflect their intrinsic values. Pioneer evaluates a security's potential value, including the attractiveness of its market valuation, based on the company's assets and prospects for earnings growth. In making that assessment, Pioneer employs due diligence and fundamental research, an evaluation of the issuer based on its financial statements and operations, employing a bottom-up analytic style. Pioneer focuses on the quality and price of individual issuers, not on economic sector or market-timing strategies. Factors Pioneer looks for in selecting investments include: favorable expected returns relative to perceived risk; management with demonstrated ability and commitment to the company; low market valuations relative to earnings forecast, book value, cash flow and sales; turnaround potential for companies that have been through difficult periods; estimated private market value in excess of current stock price; and issuers in industries with strong fundamentals such as increasing or sustainable demand and barriers to entry. PRINCIPAL RISKS Even though the Portfolio seeks capital appreciation, you could lose money on your investment or not make as much as if you invested elsewhere if the stock market goes down (this risk may be greater in the short term), if mid-size or value stocks fall out of favor with investors, or if the Portfolio's assets remain undervalued or do not have the potential value originally expected. The Portfolio also has risks associated with investing in mid-size companies. Compared to large companies, mid-size companies and the market for their equity securities, are likely to be more sensitive to changes in earnings results and investor expectations, have more limited product lines and capital resources, and experience sharper swings in the market values. It also might be harder to sell at the times and prices Pioneer thinks is appropriate and there may be a greater potential for gain and loss. INVESTMENT ADVISER: Pioneer Investment Management, Inc. B45 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PROFUNDS VP ProFund VP INVESTMENT OBJECTIVE Bull Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Stock Index. PRINCIPAL STRATEGIES Invests principally in a combination of securities and other financial instruments that in ProFund Advisors opinion should simulate the movement of the benchmark index, including futures contracts on stock indices and options on futures contracts, and equity caps, collars, floors, swaps, depository receipts and options on securities and stock indices. Uses a "passive" approach to investing referred to as "quantitative analysis." On the basis of this analysis, ProFund Advisors determines the type, quantity and mix of investment positions that a ProFund VP should hold to approximate the performance of its benchmark. ProFund Advisors does not make judgments about the investment merit of a particular stock, nor does it attempt to apply any economic, financial or market analysis. The ProFunds VP may invest in securities that are not included in their benchmarks if ProFund Advisors believes it is appropriate in view of the ProFunds' VP investment objectives. The ProFunds VP do not take temporary defensive positions. PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK -- The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. INVESTMENT ADVISOR: ProFund Advisors LLC ProFund VP INVESTMENT OBJECTIVE Europe 30 Seeks daily investment results that correspond to the performance of the ProFunds Europe 30 Index. B46 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- PRINCIPAL STRATEGIES 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. PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK - The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. In addition to these principal risks, ProFund VP Europe 30 is also subject to the risk of foreign investing, which may involve risks no typically associated with investing in U.S. securities alone: Many foreign countries lack uniform accounting and disclosure standards, or have standards that differ from U.S. standards. Accordingly, the ProFund VP Europe 30 may not have access to adequate or reliable company information. The ProFund VP Europe 30 will be subject to the market, economic and political risks of the countries where it invests or where the companies represented in its benchmark are located. The value of ADRs could change significantly as the currencies strengthen or weaken relative to the U.S. dollar. ProFund Advisors does not engage in activities designed to hedge against foreign currency fluctuations. INVESTMENT ADVISOR ProFund Advisors LLC B47 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- ProFund VP INVESTMENT OBJECTIVE Small-Cap Seeks daily investment results that correspond to the performance of the Russell 2000 Index. PRINCIPAL STRATEGIES 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. PRINCIPAL RISKS MARKET RISK -- The ProFunds VP are subject to market risks that will affect the value of their shares, including general economic and market conditions, as well as developments that impact specific economic sectors, industries or companies. Investors in the ProFunds VP should normally lose money on days when the index underlying their benchmark declines. EQUITY RISK -- The equity markets are volatile, and the value of securities and futures and options contracts may fluctuate dramatically from day-to-day. This volatility may cause the value of an investment in a ProFund VP to decrease. CORRELATION RISK -- A number of factors may affect a ProFund VP's ability to achieve a high correlation with its benchmark. There can be, however, no guarantee that the ProFunds VP will be able to achieve a high level of correlation. A failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective. RISKS OF AGGRESSIVE INVESTMENT TECHNIQUES -- The ProFunds VP use investment techniques that may be considered aggressive. Risks associated with the use of options, swaps, futures contracts and other similar instruments, particularly when used to create leverage, include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlation between the price of the contract and the underlying security or index. LIQUIDITY RISK -- In certain circumstances, such as the disruption of the orderly markets for financial instruments in which the ProFunds VP invest, the ProFunds VP might not be able to dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProFund Advisors. This may prevent the ProFunds VP from limiting losses or realizing gains. NON-DIVERSIFICATION RISK -- The ProFunds VP are classified as "non-diversified" under the federal securities laws. They have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of companies, if ProFund Advisors determines that doing so is the most efficient means of meeting their daily objective. This would make the performance of a ProFund VP more susceptible to a single economic, political or regulatory event than a more diversified mutual fund might be. SWAP COUNTERPARTY CREDIT RISK - The ProFunds VP are subject to credit or performance risk on the amount each ProFund VP expects to receive from swap agreement counterparties. A swap counterparty default on its payment obligation to a ProFund VP will cause the value of the ProFund VP to decrease. In addition to these Principal Risks, ProFund VP Small-Cap is subject to small company investment risk. The ProFund VP Small-Cap could experience greater risks than a fund which invests primarily in large capitalized, widely traded companies, such as: Small company stocks tend to have greater fluctuations in price than the stocks of large companies; There can be a shortage of reliable information on certain small companies, which at times can pose a risk; Small companies tend to lack the financial and personnel resources to handle industry wide setbacks and, as a result, such setbacks could have a greater effect on the companies share prices; and Small company stocks are typically less liquid than large company stocks and liquidating positions in turbulent market conditions could become difficult. B48 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- INVESTMENT ADVISOR: ProFund Advisors LLC THE PRUDENTIAL SERIES FUND, INC. Jennison INVESTMENT OBJECTIVE Portfolio Seeks to achieve long-term growth of capital. (Class II PRINCIPAL STRATEGIES Shares) Invests primarily in equity securities of major, established corporations that the investment adviser believes offer above-average growth prospects. May invest up to 30% of total assets in foreign securities. Stocks are selected on a company-by-company basis using fundamental analysis. Investment adviser looks for companies that have had growth in earnings and sales, high returns on equity and assets or other strong financial characteristics. Normally invests 65% of total assets in common stocks and preferred stocks of companies with capitalization in excess of $1 billion. PRINCIPAL RISKS Principal risks of investing in the Portfolio are: company risk, derivatives risk, foreign investment risk, management risk, and market risk. Company risk refers to the risk that the price of the stock of a particular company can vary based on a variety of factors, such as the company's financial performance, changes in management and product trends, and the potential for takeover and acquisition. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Derivatives are subject to a number of risks, including liquidity risk, interest rate risk, market risk, credit risk and management risk. A portfolio investing in a derivative instrument could lose more than the principal amount invested. Foreign investment risk includes: foreign market risk, currency risk and political developments. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S. Because of differences in accounting standards and custody and settlement practices, investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Currency risk refers to the risk that changes in currency exchange rates may affect the value of foreign securities held by the Portfolio and the amount of income available for distribution. Political developments may adversely affect the value of the Portfolio's foreign securities. Actively managed portfolios are subject to management risk, because there is no guarantee that the investment decisions made by the subadvisers for the portfolios will be successful. Common stocks are subject to market risk stemming from factors independent of any particular security. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. Stocks issued by smaller companies may fluctuate in value more than the stocks of larger, more established companies. INVESTMENT ADVISER: Prudential Investments LLC SUB-ADVISOR: Jennison Associates LLC SP Jennison INVESTMENT OBJECTIVE International Seeks long-term growth of capital. Growth PRINCIPAL STRATEGIES (Class II Invests in equity-related securities of foreign issuers that the Shares) subadviser thinks will increase in value over a period of years. Invests primarily in the common stock of large and medium-sized foreign companies. Under normal circumstances, invests at least 65% of total assets in common stock of foreign companies operating or based in at least five different countries. Looks primarily for stocks of companies whose earnings are growing at a faster rate than other companies. These companies typically have characteristics such as above average growth in earnings and cash flow, improving profitability, strong balance sheets, management strength and strong market share for its products. Also tries to buy such stocks at attractive prices in relation to their growth prospects. PRINCIPAL RISKS Significant risks of investing in the Portfolio are: company risk, credit risk, derivatives risk, foreign investment risk, interest rate risk, and market risk. Company risk refers to the risk that the price of B49 - -------------------------------------------------------------------------------- INVESTMENT PORTFOLIO DESCRIPTION - -------------------------------------------------------------------------------- the stock of a particular company can vary based on a variety of factors, such as the company's financial performance, changes in management and product trends, and the potential for takeover and acquisition. Credit risk refers to the risk that the issuer of debt obligations may be unable to make principal and interest payments when they are due. Derivatives are subject to interest rate risk, market risk and credit risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers such as: foreign market risk, currency risk and political developments. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are generally not subject to regulatory requirements comparable to those in the U.S. Differences in accounting standards and custody and settlement practices of foreign securities generally involve more risk than investing in securities of U.S. issuers. Currency risk refers to the risk that changes in currency exchange rates may affect the value of foreign securities held by the Portfolio and the amount of income available for distribution. Political developments may adversely affect the value of the Portfolio's foreign securities. Interest rate risk refers to the risk that fixed income securities could lose value because of interest rate changes. For example, bonds tend to decrease in value if interest rates rise. Common stocks are subject to market risk stemming from factors independent of any particular security. Factors affecting market risk include political events, broad economic and social changes, and the mood of the investing public. Stocks issued by smaller companies may fluctuate in value more than the stocks of larger, more established companies. INVESTMENT ADVISER: Prudential Investments LLC SUB-ADVISOR: Jennison Associates LLC - -------------------------------------------------------------------------------- MORE INFORMATION ABOUT THE TRUSTS - -------------------------------------------------------------------------------- INVESTMENT MANAGEMENT FEES - -------------------------- GCG TRUST 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. AIM VARIABLE INSURANCE FUNDS A I M Advisors, Inc. ("AIM") serves as the overall investment advisor to the AIM Variable Insurance Funds and is responsible for day-to-day management. AIM supervises all aspects of fund operations. AIM has engaged H.S. Dent Advisor, Inc. to serve as subadvisor and provide AIM with microeconomic, thematic, demographic, lifestyle trends and sector research, custom reports and investment and market capitalization recommendations to the fund. FIDELITY VARIABLE INSURANCE PRODUCTS FUND Fidelity Management & Research Company (FMR) serves as the manager for each of the Fidelity Variable Insurance Products funds. Each fund pays a management fee to FMR. As the manager, FMR is responsible for choosing each fund's investments and handling its business affairs. Affiliates assist FMR with foreign B50 investments. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by each fund's average net assets throughout the month. The group fee is based on the average net assets of all the funds advised by FMR. FMR may, from time to time, agree to reimburse a class for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements, which may be discontinued by FMR at any time, can decrease a class" expenses and boost its performance. ING VARIABLE INSURANCE TRUST, ING VARIABLE PRODUCTS TRUST, ING VP BOND PORTFOLIO ING Investments, LLC ("ING") serves as the overall manager of ING Variable Insurance Trust ING Variable Products Trust and ING VP Bond Portfolio. ING supervises all aspects of the Trusts' operations and provides investment advisory services to the portfolios of the Trusts, including engaging portfolio managers, as well as monitoring and evaluating the management of the assets of each portfolio by its portfolio manager. ING, 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 does not bear any portfolio expenses. INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO Funds Group, Inc. ("INVESCO") serves as investment adviser for the INVESCO Variable Investment Funds, Inc. INVESCO, with its affiliated companies, directs all aspects of the management of the INVESCO Variable Investment Funds, Inc. The INVESCO Variable Investment Funds, Inc. pays INVESCO a monthly advisory fee based on the average daily net assets of each portfolio. PIMCO VARIABLE INSURANCE TRUST 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. PIONEER VARIABLE CONTRACTS TRUST Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser to the Pioneer Variable Contracts Trust. As advisor, Pioneer selects each portfolio's investments and oversees the Portfolio's operations. The Pioneer Variable Contracts Trust pays Pioneer a monthly advisory fee from the assets of the portfolio which is based on the daily net assets of each portfolio. PROFUNDS 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. PRUDENTIAL SERIES FUND, INC. 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. B51 TRUST AND FUND EXPENSES - ----------------------- Each portfolio deducts portfolio management fees and charges from the amounts you have invested in the portfolios. In addition, certain 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 certain 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 2001, together with estimated costs for new portfolios, total estimated portfolio fees and charges for 2002 range from 0.54% to 2.26%. Additionally, we may receive compensation from the investment advisors, administrators or 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. We generally receive 12b-1 fees from an investment portfolio, and/or compensation from an affiliate of an investment portfolio, for administration, distribution, or other services or cost savings attributable to our services. This compensation is usually based on portfolio assets attributable to our variable contracts; the amount varies, but may be as much as 0.50% of contract-related portfolio assets. YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST OR FUND. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. IF YOU WOULD LIKE A COPY OF ANY TRUST OR FUND PROSPECTUS, PLEASE CONTACT OUR CUSTOMER SERVICE CENTER AT (800) 366-0066. B52 GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 121795 DVASeries 100 05/01/02 PART B Statement of Additional Information Statement of Additional Information GOLDENSELECT DVA 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, 2002 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 7 Other Information 7 Financial Statements of Golden American Life Insurance Company 8 Financial Statements of Separate Account B 8 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. Golden American is a wholly owned subsidiary of Equitable Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING") a global financial services holding company based in the Netherlands. ING had approximately $624 billion in assets as of December 31, 2001. As of December 31, 2001, Golden American had approximately $808.1 million in stockholder's equity and approximately $14.3 billion in total assets, including approximately $10.9 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"), which was licensed to do variable annuity business in the states of New York and Delaware. First Golden was merged into ReliaStar Life Insurance Company of New York, another wholly owned subsidiary of ING and an affiliate, on April 1, 2002. SAFEKEEPING OF ASSETS Golden American acts as its own custodian for Separate Account B. THE ADMINISTRATOR Effective January 1, 1997, Equitable 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. Equitable Life billed Golden American $309,000 and $930,000 pursuant to the service agreement in 2001 and 2000, 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 1 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, 1999. For the year ended December 31, 2000 and December 31, 2001 only a single broker/dealer institution sold more than 10% of Golden American's variable insurance products. For the years ended 2001, 2000 and 1999 commissions paid by Golden American, including amounts paid by its subsidiary, First Golden American Life Insurance Company of New York, to Directed Services, Inc. aggregated $223,321,000, $208,883,000 and $181,536,000, 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 $23,138,000, $21,296,000, and $10,136,000 for the years ended 2001, 2000, and 1999, 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%. 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, 2001 to December 31, 2001 were 0.87% and 0.88% respectively. 2 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] 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 and the maximum mortality and expense risk charges. The Securities and Exchange Commission (the "SEC") requires that an assumption be made that the contract owner surrenders the entire contract at the end of the one, five and 10 year periods (or, if less, up to the life of the security) for which performance is required to be calculated. This assumption may not be consistent with the typical contract owner's intentions in purchasing a contract and may adversely affect returns. Quotations of total return may simultaneously be shown for other periods, as well as quotations of total return that do not take into account certain contractual charges such as sales load. 3 Average Annual Total Return for the subaccounts presented on a standardized basis, which includes deductions for the mortality and expense risk charge, administrative charge, contract charge and surrender charge for the year ending December 31, 2001 were as follows: Average Annual Total Return for Periods Ending 12/31/01-Standardized - --------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE - --------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap -5.13% N/A N/A 6.27% 01-Feb-00 Capital Appreciation -19.77% 4.53% N/A 8.68% 04-May-92 Capital Growth -20.51% 3.25% N/A 7.12% 01-Apr-96 Capital Guardian Small Cap -8.46% 8.69% N/A 10.47% 02-Jan-96 Core Bond -4.59% -0.22% N/A 2.75% 07-Oct-94 Developing World -12.17% N/A N/A -9.23% 19-Feb-98 Diversified Mid-Cap -13.53% N/A N/A -11.10% 02-Oct-00 Equity Income -5.68% 6.20% 6.53% 7.35% 25-Jan-89 Fully Managed 2.73% 10.42% 8.91% 8.74% 25-Jan-89 Growth -36.76% 5.89% N/A 7.76% 01-Apr-96 Hard Assets -18.92% -6.58% 3.58% 3.08% 25-Jan-89 International Equity -29.38% -3.48% N/A -2.19% 01-Apr-96 Internet Tollkeeper N/A N/A N/A -40.74% 01-May-01 Investors -11.21% N/A N/A 1.07% 01-Feb-00 Janus Growth and Income -16.35% N/A N/A -12.93% 02-Oct-00 Large Cap Value -10.57% N/A N/A -2.15% 01-Feb-00 Limited Maturity Bond 1.68% 4.77% 4.55% 5.48% 25-Jan-89 Liquid Asset -3.21% 3.51% 3.37% 3.99% 25-Jan-89 Managed Global -18.71% 10.83% N/A 6.69% 21-Oct-92 Mid-Cap Growth -30.25% 15.37% N/A 17.80% 07-Oct-94 Real Estate 0.99% 6.24% 11.33% 8.79% 25-Jan-89 Research -28.11% 5.17% N/A 10.79% 07-Oct-94 Special Situations -11.95% N/A N/A -17.54% 02-Oct-00 Strategic Equity -27.83% 4.58% N/A 6.73% 02-Oct-95 Total Return -6.52% 8.86% N/A 10.87% 07-Oct-94 Value Equity -11.36% 4.76% N/A 9.44% 03-Jan-95 Van Kampen Growth and Income -18.76% 6.72% N/A 10.21% 04-Oct-93 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth -25.31% N/A N/A -22.25% 01-May-00 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities N/A N/A N/A -38.54% 01-May-01 ING VP MagnaCap N/A N/A N/A -17.63% 01-May-01 ING VP SmallCap Opportunities N/A N/A N/A -31.54% 01-May-01 PIMCO TRUST PIMCO High Yield -4.70% N/A N/A -0.18% 01-May-98 PIMCO StocksPLUS Growth and Income -18.25% N/A N/A 0.19% 01-May-98 PROFUNDS VP ProFund VP Bull N/A N/A N/A -23.97% 01-May-01 ProFund VP Europe 30 N/A N/A N/A -32.39% 01-May-01 ProFund VP Small-Cap N/A N/A N/A -16.56% 01-May-01 THE PRUDENTIAL SERIES FUND, INC. Jennison -25.30% N/A N/A -27.56% 01-May-00 SP Jennison International Growth -42.37% N/A N/A -42.37% 02-Oct-00 - ----------------------------------------------------------------------------------------------------------------
4 NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS Quotations of non-standard average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: P(1+T)^(n)]=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) assuming certain loading and charges are zero. All total return figures reflect the deduction of the mortality and expense risk charge for the death benefit and the administrative charges but not the deduction of the maximum sales load and the annual contract fee. Average Annual Total Return for the subaccounts presented on a non-standardized basis, which includes deductions for the mortality and expense risk charge, administrative charge, but not the contract charge or surrender charge in the year ending December 31, 2001 were as follows: 5 Average Annual Total Return for Periods Ending 12/31/01-Non Standardized - -------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE - --------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap 0.88% N/A N/A 8.74% 01-Feb-00 Capital Appreciation -13.75% 4.91% N/A 8.72% 04-May-92 Capital Growth -14.50% 3.65% N/A 7.28% 01-Apr-96 Capital Guardian Small Cap -2.45% 9.02% N/A 10.61% 02-Jan-96 Core Bond 1.42% 0.24% N/A 2.80% 07-Oct-94 Developing World -6.16% N/A N/A -8.17% 19-Feb-98 Diversified Mid-Cap -7.52% N/A N/A -6.95% 02-Oct-00 Equity Income 0.33% 6.56% 6.58% 7.39% 25-Jan-89 Fully Managed 8.74% 10.74% 8.95% 8.78% 25-Jan-89 Growth -30.73% 6.24% N/A 7.91% 01-Apr-96 Hard Assets -12.90% -5.99% 3.63% 3.12% 25-Jan-89 International Equity -23.35% -2.97% N/A -1.95% 01-Apr-96 Internet Tollkeeper N/A N/A N/A -33.06% 01-May-01 Investors -5.20% N/A N/A 3.65% 01-Feb-00 Janus Growth and Income -10.34% N/A N/A -8.76% 02-Oct-00 Large Cap Value -4.56% N/A N/A 0.51% 01-Feb-00 Limited Maturity Bond 7.68% 5.15% 4.60% 5.52% 25-Jan-89 Liquid Asset 2.80% 3.91% 3.43% 4.03% 25-Jan-89 Managed Global -12.70% 11.14% N/A 6.73% 21-Oct-92 Mid-Cap Growth -24.22% 15.63% N/A 17.84% 07-Oct-94 Real Estate 6.99% 6.61% 11.36% 8.83% 25-Jan-89 Research -22.09% 5.54% N/A 10.82% 07-Oct-94 Special Situations -5.94% N/A N/A -13.31% 02-Oct-00 Strategic Equity -21.81% 4.95% N/A 6.78% 02-Oct-95 Total Return -0.51% 9.19% N/A 10.91% 07-Oct-94 Value Equity -5.35% 5.13% N/A 9.47% 03-Jan-95 Van Kampen Growth and Income -12.74% 7.07% N/A 10.25% 04-Oct-93 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth -19.29% N/A N/A -18.72% 01-May-00 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities N/A N/A N/A -30.78% 01-May-01 ING VP MagnaCap N/A N/A N/A -9.11% 01-May-01 ING VP SmallCap Opportunities N/A N/A N/A -23.50% 01-May-01 PIMCO TRUST PIMCO High Yield 1.31% N/A N/A 0.68% 01-May-98 PIMCO StocksPLUS Growth and Income -12.24% N/A N/A 1.03% 01-May-98 PROFUNDS VP ProFund VP Bull N/A N/A N/A -15.66% 01-May-01 ProFund VP Europe 30 N/A N/A N/A -24.39% 01-May-01 ProFund VP Small-Cap N/A N/A N/A -8.00% 01-May-01 THE PRUDENTIAL SERIES FUND, INC. Jennison -19.28% N/A N/A -23.87% 01-May-00 SP Jennison International Growth -36.33% N/A N/A -38.60% 02-Oct-00 - ---------------------------------------------------------------------------------------------------------------
6 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. 7 ACCUMULATION UNIT VALUE The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus for the Contracts under Performance Information. Note that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical examples): ILLUSTRATION OF CALCULATION OF AUV EXAMPLE 1. 1. AUV, beginning of period $1.80000000 2. Value of securities, beginning of period $21.20 3. Change in value of securities $ .50 4. Gross investment return (3) divided by (2) 02358491 5. Less daily mortality and expense charge 00002477 6. Less asset based administrative charge 00000276 7. Net investment return (4) minus (5) minus (6) 02355738 8. Net investment factor (1.000000) plus (7) 1.02355738 9. AUV, end of period (1) multiplied by (8) $1.84240328 ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX) EXAMPLE 2. 1. Initial Premium Payment $100.00 2. AUV on effective date of purchase (see Example 1) $1.8000000 3. Number of Units purchased [(1) divided by (2)] 55.55556 4. AUV for valuation date following purchase (see Example 1) $1.84240328 5. Contract Value in account for valuation date following purchase [(3) multiplied by (4)] $102.36 IRA PARTIAL WITHDRAWAL OPTION If the contract owner has an IRA contract and will attain age 70 1/2 in the current calendar year, distributions will be made in accordance with the requirements of Federal tax law. This option is available to assure that the required minimum distributions from qualified plans under the Internal Revenue Code (the "Code") are made. Under the Code, distributions must begin no later than April 1st of the calendar year following the calendar year in which the contract owner attains age 70 1/2. If the required minimum distribution is 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 in 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. 8 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. Consolidated Financial Statements of Golden American Life Insurance Company The consolidated audited financial statements of Golden American Life Insurance Company are listed below and are included in this Statement of Additional Information: Report of Independent Auditors Audited Consolidated Financial Statements of Golden American Life Insurance Company Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements 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 of Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities as of December 31, 2001 Statement of Operations for the year ended December 31, 2001 Statements of Changes in Net Assets for the years ended December 31, 2001 and 2000 Notes to Financial Statements FINANCIAL STATEMENTS Golden American Life Insurance Company Separate Account B YEAR ENDED DECEMBER 31, 2001 WITH REPORT OF INDEPENDENT AUDITORS Golden American Life Insurance Company Separate Account B Financial Statements Year ended December 31, 2001 CONTENTS Report of Independent Auditors.................................................1 Audited Financial Statements Statement of Assets and Liabilities............................................3 Statement of Operations.......................................................10 Statements of Changes in Net Assets...........................................17 Notes to Financial Statements.................................................24 Report of Independent Auditors The Board of Directors and Participants Golden American Life Insurance Company We have audited the accompanying statement of assets and liabilities of Golden American Life Insurance Company Separate Account B (comprised of the Liquid Asset, Limited Maturity Bond, Large Cap Value, 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, Core Bond, Developing World, Growth Opportunities, Asset Allocation Growth, Diversified Mid-Cap, Investors, Growth and Income, Special Situations, Internet Tollkeeper, International Equity, Pilgrim Worldwide Growth, Pilgrim Growth Opportunities, Pilgrim MagnaCap, Pilgrim Small Cap Opportunities, Pilgrim Convertible Class, Pilgrim Growth and Income, Pilgrim LargeCap Growth, 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 All Cap Growth, Smith Barney Money Market, Asset Allocation, Equity, Galaxy Growth and Income, High Quality Bond, Small Company Growth, Alliance Bernstein Value, Alliance Growth and Income, Premier Growth, GET Fund - Series N, GET Fund - Series P, GET Fund - Series Q, Value Opportunity, Index Plus Large Cap, Index Plus Mid Cap, Index Plus Small Cap, AIM V.I. Dent Demographic Trends, AIM V.I. Growth Fund, Brinson Tactical Allocation, Equity-Income, Growth, Contrafund, Financial Services, Health Sciences, Utilities, Janus Aspen Worldwide Growth, PPI MFS Capital Opportunities, Pioneer Fund VCT, Pioneer Small Company VCT, Pioneer Mid-Cap Value VCT, Bull, Small-Cap, Europe 30, Putnam Growth and Income, International Growth and Income, and Voyager Divisions) as of December 31, 2001, 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. 1 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, 2001, 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, 2001 and the results of its operations and changes in its net assets for the periods disclosed in the financial statements, in conformity with accounting principles generally accepted in the United States. Atlanta, Georgia February 15, 2002 2
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities December 31, 2001 (DOLLARS IN THOUSANDS) LIMITED LARGE CAP HARD ALL REAL LIQUID ASSET MATURITY BOND VALUE ASSETS CAP ESTATE SERIES SERIES SERIES SERIES SERIES SERIES -------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 -------------------------------------------------------------------------------------------------- Total assets 1,071,485 364,062 275,489 33,209 299,314 126,169 -------------------------------------------------------------------------------------------------- Net assets $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 ================================================================================================== Net assets: Accumulation units $ 1,071,437 $ 363,844 $ 275,489 $ 33,165 $ 299,314 $ 126,057 Contracts in payout (annuitization) period 48 218 - 44 - 112 -------------------------------------------------------------------------------------------------- Total net assets $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 ================================================================================================== Total number of shares: 1,071,485,356 33,035,775 27,061,741 3,392,106 25,959,582 8,067,044 ================================================================================================== Cost of shares: $ 1,071,485 $ 364,901 $ 277,825 $ 36,213 $ 302,930 $ 124,881 ================================================================================================== SEE ACCOMPANYING NOTES. 3
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) FULLY EQUITY CAPITAL RISING VALUE STRATEGIC MANAGED INCOME APPRECIATION DIVIDENDS EQUITY EQUITY SERIES SERIES SERIES SERIES SERIES SERIES ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ---------------------------------------------------------------------------------------- Total assets 644,971 416,763 440,209 732,049 199,039 259,382 ---------------------------------------------------------------------------------------- Net assets $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ======================================================================================== Net assets: Accumulation units $ 644,164 $ 415,835 $ 439,644 $ 731,833 $ 199,011 $ 259,005 Contracts in payout (annuitization) period 807 928 565 216 28 377 ---------------------------------------------------------------------------------------- Total net assets $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ======================================================================================== Total number of shares: 36,855,530 36,526,275 31,000,609 35,867,139 12,799,939 19,709,934 ======================================================================================== Cost of shares: $ 626,149 $ 429,510 $ 556,440 $ 809,758 $ 205,495 $ 297,335 ======================================================================================== SEE ACCOMPANYING NOTES. 4
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SMALL MANAGED MID-CAP CAPITAL TOTAL CAP GLOBAL GROWTH GROWTH RESEARCH RETURN SERIES SERIES SERIES SERIES SERIES SERIES ------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 ------------------------------------------------------------------------------------------- Total assets 480,513 250,388 928,290 395,434 637,711 793,394 ------------------------------------------------------------------------------------------- Net assets $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 =========================================================================================== Net assets: Accumulation units $ 480,417 $ 250,229 $ 928,125 $ 395,434 $ 637,711 $ 793,394 Contracts in payout (annuitization) period 96 159 165 - - - ------------------------------------------------------------------------------------------- Total net assets $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 =========================================================================================== Total number of shares: 45,632,776 24,075,672 65,464,732 31,014,433 39,856,910 49,649,193 =========================================================================================== Cost of shares: $ 465,162 $ 242,498 $1,070,902 $ 491,153 $ 844,683 $ 812,437 =========================================================================================== SEE ACCOMPANYING NOTES. 5
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) CORE DEVELOPING ASSET ALLOCATION DIVERSIFIED GROWTH BOND WORLD GROWTH MID-CAP INVESTORS SERIES SERIES SERIES SERIES SERIES SERIES -------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 -------------------------------------------------------------------------------------------- Total assets 1,002,892 114,996 71,466 49,242 57,814 91,400 -------------------------------------------------------------------------------------------- Net assets $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 ============================================================================================ Net assets: Accumulation units $ 1,002,892 $ 114,996 $ 71,351 $ 49,242 $ 57,814 $ 91,400 Contracts in payout (annuitization) period - - 115 - - - -------------------------------------------------------------------------------------------- Total net assets $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 ============================================================================================ Total number of shares: 72,673,397 11,751,448 10,063,725 5,653,528 6,277,325 8,704,748 ============================================================================================ Cost of shares: $ 1,275,990 $ 113,923 $ 69,466 $ 49,901 $ 57,016 $ 94,635 ============================================================================================ SEE ACCOMPANYING NOTES. 6
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PILGRIM GROWTH SPECIAL INTERNET INTERNATIONAL PILGRIM GROWTH PILGRIM AND SITUATIONS TOLLKEEPER EQUITY WORLDWIDE GROWTH OPPORTUNITIES MAGNACAP INCOME SERIES SERIES SERIES SERIES FUND PORTFOLIO PORTFOLIO --------------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 --------------------------------------------------------------------------------------------------------- Total assets 92,720 24,325 5,389 144,061 20,014 5,219 5,402 --------------------------------------------------------------------------------------------------------- Net assets $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 ========================================================================================================= Net assets: Accumulation units $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 Contracts in payout (annuitization) period - - - - - - - --------------------------------------------------------------------------------------------------------- Total net assets $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 ========================================================================================================= Total number of shares: 10,336,703 2,882,028 700,763 17,377,727 2,791,342 950,753 601,581 ========================================================================================================= Cost of shares: $ 96,519 $ 25,447 $ 5,390 $ 139,189 $ 20,696 $ 5,216 $ 5,382 ========================================================================================================= SEE ACCOMPANYING NOTES. 7
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PIMCO PILGRIM PILGRIM PILGRIM PILGRIM PIMCO STOCKSPLUS SMALL CAP CONVERTIBLE GROWTH AND LARGECAP HIGH GROWTH AND OPPORTUNITIES CLASS INCOME GROWTH YIELD BOND INCOME PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 --------------------------------------------------------------------------------------- Total assets 14,437 194 156 533 236,343 241,065 --------------------------------------------------------------------------------------- Net assets $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 ======================================================================================= Net assets: Accumulation units $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 Contracts in payout (annuitization) period - - - - - - --------------------------------------------------------------------------------------- Total net assets $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 ======================================================================================= Total number of shares: 766,247 18,573 15,159 55,253 29,992,785 25,775,364 ======================================================================================= Cost of shares: $14,140 $ 192 $ 152 $ 530 $ 247,482 $ 310,538 ======================================================================================= SEE ACCOMPANYING NOTES. 8
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SP JENNISON SMITH BARNEY SMITH BARNEY PRUDENTIAL INTERNATIONAL SMITH BARNEY LARGE INTERNATIONAL JENNISON GROWTH APPRECIATION HIGH CAP ALL CAP GROWTH PORTFOLIO PORTFOLIO PORTFOLIO INCOME PORTFOLIO VALUE PORTFOLIO PORTFOLIO -------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 -------------------------------------------------------------------------------------------------- Total assets 45,991 11,310 723 370 563 300 -------------------------------------------------------------------------------------------------- Net assets $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 ================================================================================================== Net assets: Accumulation units $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 Contracts in payout (annuitization) period - - - - - - -------------------------------------------------------------------------------------------------- Total net assets $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 ================================================================================================== Total number of shares: 2,492,783 2,082,469 33,424 43,180 30,305 25,049 ================================================================================================== Cost of shares: $ 45,198 $ 10,990 $ 708 $ 522 $ 622 $ 396 ================================================================================================== SEE ACCOMPANYING NOTES. 9a
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) GALAXY HIGH SMITH BARNEY ASSET GROWTH & QUALITY MONEY MARKET ALLOCATION EQUITY INCOME BOND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 221 $ 1,260 $ 807 $ 201 $ 152 --------------------------------------------------------------------- Total assets 221 1,260 807 201 152 --------------------------------------------------------------------- Net assets $ 221 $ 1,260 $ 807 $ 201 $ 152 ===================================================================== Net assets: Accumulation units $ 221 $ 1,260 $ 807 $ 201 $ 152 Contracts in payout (annuitization) period - - - - - --------------------------------------------------------------------- Total net assets $ 221 $ 1,260 $ 807 $ 201 $ 152 ===================================================================== Total number of shares: 220,536 85,408 51,092 18,618 14,395 ===================================================================== Cost of shares: $ 221 $ 1,465 $ 1,101 $ 208 $ 148 ===================================================================== SEE ACCOMPANYING NOTES. 9b
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SMALL ALLIANCE ALLIANCE COMPANY BERNSTEIN GROWTH AND GET GET GROWTH VALUE INCOME PREMIER GROWTH FUND - FUND - PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO SERIES N SERIES P --------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 --------------------------------------------------------------------------------------------- Total assets 84 595 1,653 1,091 30,868 153,045 --------------------------------------------------------------------------------------------- Net assets $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 ============================================================================================= Net assets: Accumulation units $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 Contracts in payout (annuitization) period - - - - - - --------------------------------------------------------------------------------------------- Total net assets $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 ============================================================================================= Total number of shares: 7,234 59,151 75,048 43,626 2,996,904 15,213,188 ============================================================================================= Cost of shares: $ 95 $ 577 $ 1,612 $ 1,030 $ 30,207 $ 152,752 ============================================================================================= SEE ACCOMPANYING NOTES. 9c
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) INDEX INDEX INDEX AIM V.I. GET VALUE PLUS PLUS PLUS DENT FUND - OPPORTUNITY LARGE CAP MID CAP SMALL CAP DEMOGRAPHIC SERIES Q PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TRENDS FUND ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ---------------------------------------------------------------------------------------- Total assets 1,904 298 812 820 680 3,550 ---------------------------------------------------------------------------------------- Net assets $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ======================================================================================== Net assets: Accumulation units $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------- Total net assets $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ======================================================================================== Total number of shares: 190,318 22,498 58,556 60,663 58,745 636,122 ======================================================================================== Cost of shares: $ 1,904 $ 298 $ 791 $ 785 $ 625 $ 3,562 ======================================================================================== SEE ACCOMPANYING NOTES. 9d
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) AIM BRINSON V.I. TACTICAL EQUITY- FINANCIAL GROWTH ALLOCATION INCOME GROWTH CONTRAFUND SERVICES FUND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND ---------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ---------------------------------------------------------------------------------------------- Total assets 443 787 1,949 693 1,183 2,404 ---------------------------------------------------------------------------------------------- Net assets $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ============================================================================================== Net assets: Accumulation units $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------------- Total net assets $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ============================================================================================== Total number of shares: 27,082 62,040 86,270 20,790 59,159 193,550 ============================================================================================== Cost of shares: $ 425 $ 741 $ 1,886 $ 657 $ 1,132 $ 2,371 ============================================================================================== SEE ACCOMPANYING NOTES. 9e
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) JANUS PIONEER ASPEN PPI MFS PIONEER SMALL HEALTH WORLDWIDE CAPITAL FUND COMPANY SCIENCES UTILITIES GROWTH OPPORTUNITIES VCT VCT FUND FUND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ---------------------------------------------------------------------------------------- Total assets 10,790 964 1,298 698 2,275 938 ---------------------------------------------------------------------------------------- Net assets $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ======================================================================================== Net assets: Accumulation units $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------- Total net assets $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ======================================================================================== Total number of shares: 592,899 68,494 45,769 25,704 119,390 85,634 ======================================================================================== Cost of shares: $ 10,871 $ 970 $ 1,234 $ 650 $ 2,255 $ 889 ======================================================================================== SEE ACCOMPANYING NOTES. 9f
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PIONEER MID-CAP PUTNAM INTERNATIONAL VALUE VCT GROWTH AND INCOME GROWTH AND VOYAGER PORTFOLIO BULL SMALL-CAP EUROPE 30 FUND INCOME FUND FUND -------------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 -------------------------------------------------------------------------------------------------------- Total assets 5,139 20,583 19,968 6,312 455 604 577 -------------------------------------------------------------------------------------------------------- Net assets $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 ======================================================================================================== Net assets: Accumulation units $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 Contracts in payout (annuitization) period - - - - - - - -------------------------------------------------------------------------------------------------------- Total net assets $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 ======================================================================================================== Total number of shares: 297,390 764,005 699,068 260,183 19,434 62,068 116,225 ======================================================================================================== Cost of shares: $ 5,042 $ 20,369 $ 19,827 $ 6,229 $ 442 $ 588 $ 531 ======================================================================================================== SEE ACCOMPANYING NOTES. 9g
Golden American Life Insurance Company Separate Account B Statement of Operations For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) LIQUID LIMITED LARGE CAP HARD ASSET MATURITY BOND VALUE ASSETS ALL CAP REAL ESTATE DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $32,228 $13,869 $ 430 $ - $ 2,934 $ 4,453 --------------------------------------------------------------------------------------- Total investment income 32,228 13,869 430 - 2,934 4,453 Expenses: Mortality and expense risk and other charges 14,257 4,338 2,826 592 3,269 1,560 Annual administrative charges 360 81 41 15 59 41 Minimum death benefit guarantee charges 5 1 - 1 - - Contingent deferred sales charges 18,372 398 200 44 246 121 Other contract charges 351 100 175 6 177 38 Amortization of deferred charges related to: Deferred sales load 105 27 1 4 1 11 Premium taxes 31 - - - - - --------------------------------------------------------------------------------------- Total expenses 33,481 4,945 3,243 662 3,752 1,771 --------------------------------------------------------------------------------------- Net investment income (loss) (1,253) 8,924 (2,813) (662) (818) 2,682 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments - 4,818 (343) (1,681) (665) 4,537 Capital gains distributions - - - - 456 1,591 --------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions - 4,818 (343) (1,681) (209) 6,128 Net unrealized appreciation (depreciation) of investments - 3,378 (1,637) (3,365) (2,272) (3,608) --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,253) $17,120 $(4,793) $(5,708) $(3,299) $ 5,202 ======================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 10
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) FULLY EQUITY CAPITAL RISING EMERGING MARKET MANAGED INCOME APPRECIATION DIVIDENDS MARKETS MANAGER DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $16,156 $ 6,646 $ 322 $ 2,255 $ 59 $ 19 ------------------------------------------------------------------------------------------- Total investment income 16,156 6,646 322 2,255 59 19 Expenses: Mortality and expense risk and other charges 7,400 4,990 6,949 11,729 92 545 Annual administrative charges 170 134 185 308 4 - Minimum death benefit guarantee charges 1 3 - 1 - - Contingent deferred sales charges 665 538 677 1,255 5 - Other contract charges 165 99 159 164 1 - Amortization of deferred charges related to: Deferred sales load 64 68 51 96 3 19 Premium taxes - - 1 - - - ------------------------------------------------------------------------------------------- Total expenses 8,465 5,832 8,022 13,553 105 564 ------------------------------------------------------------------------------------------- Net investment income (loss) 7,691 814 (7,700) (11,298) (46) (545) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 11,174 (9,042) (15,294) 21,717 (1,106) 60 Capital gains distributions 10,374 7,560 - 8,449 - 3,369 ------------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 21,548 (1,482) (15,294) 30,166 (1,106) 3,429 Net unrealized appreciation (depreciation) of investments 1,318 (822) (50,801) (137,786) 898 (3,695) ------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $30,557 $(1,490) $(73,795) $(118,918) $ (254) $ (811) =========================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 11
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) STRATEGIC SMALL MANAGED MID-CAP CAPITAL VALUE EQUITY EQUITY CAP GLOBAL GROWTH GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 1,616 $ - $ 557 $ 317 $ 3,740 $ - -------------------------------------------------------------------------------------- Total investment income 1,616 - 557 317 3,740 - Expenses: Mortality and expense risk and other charges 2,959 4,471 6,860 3,655 15,832 6,539 Annual administrative charges 73 125 185 80 421 180 Minimum death benefit guarantee charges - - - - 1 - Contingent deferred sales charges 277 549 626 227 1,555 884 Other contract charges 49 149 166 146 401 95 Amortization of deferred charges related to: Deferred sales load 26 7 14 41 51 10 Premium taxes - - - - 1 - -------------------------------------------------------------------------------------- Total expenses 3,384 5,301 7,851 4,149 18,262 7,708 -------------------------------------------------------------------------------------- Net investment income (loss) (1,768) (5,301) (7,294) (3,832) (14,522) (7,708) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (2,127) (127,841) (283,317) (98,932) (608,749) (21,430) Capital gains distributions 2,392 387 - - 1,273 - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 265 (127,454) (283,317) (98,932) (607,476) (21,430) Net unrealized appreciation (depreciation) of investments (14,146) 52,004 276,874 72,788 312,790 (46,715) -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(15,649) $ (80,751) $ (13,737) $(29,976) $(309,208) $(75,853) ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 12
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) ASSET TOTAL CORE DEVELOPING ALLOCATION RESEARCH RETURN GROWTH BOND WORLD GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 815 $ 33,703 $ - $ 256 $ 854 $ 414 --------------------------------------------------------------------------------------- Total investment income 815 33,703 - 256 854 414 Expenses: Mortality and expense risk and other charges 10,789 10,888 18,456 994 1,120 383 Annual administrative charges 280 243 561 14 31 3 Minimum death benefit guarantee charges - - 1 - - - Contingent deferred sales charges 1,104 1,265 2,217 67 89 22 Other contract charges 231 220 409 37 30 33 Amortization of deferred charges related to: Deferred sales load 24 24 26 1 6 - Premium taxes - 1 1 - - - --------------------------------------------------------------------------------------- Total expenses 12,428 12,641 21,671 1,113 1,276 441 --------------------------------------------------------------------------------------- Net investment income (loss) (11,613) 21,062 (21,671) (857) (422) (27) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (13,683) 740 (652,014) (1,319) (8,830) (61) Capital gains distributions 16,451 16,488 - 262 118 - --------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 2,768 17,228 (652,014) (1,057) (8,712) (61) Net unrealized appreciation (depreciation) of investments (178,581) (46,531) 196,709 2,969 4,320 (644) --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(187,426) $ (8,241) $ (476,976) $ 1,055 $(4,814) $(732) ======================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 13
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PILGRIM DIVERSIFIED GROWTH AND SPECIAL INTERNET INTERNATIONAL WORLDWIDE MID CAP INVESTORS INCOME SITUATIONS TOLLKEEPER EQUITY GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION (a) DIVISION DIVISION ------------------------------------------------------------------------------------------------ NET INVESTMENT INCOME (LOSS) Income: Dividends $ 139 $ 728 $ 509 $ 60 $ - $ - $ - ------------------------------------------------------------------------------------------------ Total investment income 139 728 509 60 - - - Expenses: Mortality and expense risk and other charges 479 928 828 267 25 2,751 192 Annual administrative charges 4 12 7 4 - 62 3 Minimum death benefit guarantee charges - - - - - - - Contingent deferred sales charges 26 60 34 12 - 320 26 Other contract charges 38 53 59 18 2 47 16 Amortization of deferred charges related to: Deferred sales load - - - - - - - Premium taxes - - 1 - - - - ------------------------------------------------------------------------------------------------ Total expenses 547 1,053 929 301 27 3,180 237 ------------------------------------------------------------------------------------------------ Net investment income (loss) (408) (325) (420) (241) (27) (3,180) (237) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (602) (369) (175) (359) (152) (66,811) (1,558) Capital gains distributions - 1 - - - - - ------------------------------------------------------------------------------------------------ Net realized gain (loss) on investments and capital gains distributions (602) (368) (175) (359) (152) (66,811) (1,558) Net unrealized appreciation (depreciation) of investments 668 (3,000) (3,724) (769) (1) 30,006 (466) ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $(342) $(3,693) $(4,319) $(1,369) $(180) $(39,985) $(2,261) ================================================================================================ (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 14
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PILGRIM PILGRIM SMALL PILGRIM PILGRIM PILGRIM GROWTH PILGRIM CAP CONVERTIBLE GROWTH AND LARGECAP OPPORTUNITIES MAGNACAP OPPORTUNITIES CLASS INCOME GROWTH DIVISION (a) DIVISION (a) DIVISION (a) DIVISION (c) DIVISION (c) DIVISION (c) ---------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $23 $ - $(4) $ - $ - ---------------------------------------------------------------------------------------- Total investment income - 23 - (4) - - Expenses: Mortality and expense risk and other charges 23 28 67 - 1 2 Annual administrative charges - - 1 - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 3 - 6 - - - Other contract charges 1 1 6 - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ---------------------------------------------------------------------------------------- Total expenses 27 29 80 - 1 2 ---------------------------------------------------------------------------------------- Net investment income (loss) (27) (6) (80) (4) (1) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (189) (8) (918) - 1 - Capital gains distributions - - - 5 1 - ---------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (189) (8) (918) 5 2 - Net unrealized appreciation (depreciation) of investments 3 20 297 2 4 3 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(213) $ 6 $(701) $ 3 $ 5 $ 1 ======================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 15
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PIMCO STOCKSPLUS SP JENNISON SMITH BARNEY PIMCO HIGH GROWTH AND PRUDENTIAL INTERNATIONAL HIGH YIELD BOND INCOME JENNISON GROWTH APPRECIATION INCOME DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ----------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 16,834 $ 10,135 $ - $ 19 $ 9 $ 50 ----------------------------------------------------------------------------------------- Total investment income 16,834 10,135 - 19 9 50 Expenses: Mortality and expense risk and other charges 3,406 3,823 338 126 11 6 Annual administrative charges 66 90 4 1 1 - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 388 453 43 11 4 - Other contract charges 90 67 22 7 - - Amortization of deferred charges related to: Deferred sales load 5 3 - - - - Premium taxes - - - - - - ----------------------------------------------------------------------------------------- Total expenses 3,955 4,436 407 145 16 6 ----------------------------------------------------------------------------------------- Net investment income (loss) 12,879 5,699 (407) (126) (7) 44 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (12,967) (21,014) (5,590) (3,123) 1 (32) Capital gains distributions - - 189 - - - ----------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (12,967) (21,014) (5,401) (3,123) 1 (32) Net unrealized appreciation (depreciation) of investments 448 (20,466) 2,985 418 (46) (32) ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 360 $(35,781) $(2,823) $(2,831) $(52) $(20) ========================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) SMITH SMITH BARNEY BARNEY INTERNATIONAL SMITH BARNEY LARGE ALL CAP MONEY ASSET CAP VALUE GROWTH MARKET ALLOCATION EQUITY DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 9 $ - $ 7 $ 30 $ - ------------------------------------------------------------------------- Total investment income 9 - 7 30 - Expenses: Mortality and expense risk and other charges 9 5 3 20 14 Annual administrative charges 1 - - 1 1 Minimum death benefit guarantee charges - - - - - Contingent deferred sales charges - - 16 4 5 Other contract charges - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - Premium taxes - - - - - ------------------------------------------------------------------------- Total expenses 10 5 19 25 20 ------------------------------------------------------------------------- Net investment income (loss) (1) (5) (12) 5 (20) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (9) 1 - (14) (45) Capital gains distributions 22 - - - - ------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 13 1 - (14) (45) Net unrealized appreciation (depreciation) of investments (79) (142) - (136) (162) ------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(67) $(146) $(12) $(145) $(227) ========================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16a
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) GALAXY HIGH SMALL ALLIANCE ALLIANCE GROWTH AND QUALITY COMPANY BERNSTEIN GROWTH & PREMIER INCOME BOND GROWTH VALUE INCOME GROWTH DIVISION DIVISION DIVISION DIVISION (c) DIVISION (c) DIVISION (c) -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ 7 $ - $ - $ - $ - -------------------------------------------------------------------------------------- Total investment income - 7 - - - - Expenses: Mortality and expense risk and other charges 4 2 1 2 4 3 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - -------------------------------------------------------------------------------------- Total expenses 4 2 1 2 4 3 -------------------------------------------------------------------------------------- Net investment income (loss) (4) 5 (1) (2) (4) (3) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (9) 1 (1) (5) (3) (6) Capital gains distributions - - - - - - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (9) 1 (1) (5) (3) (6) Net unrealized appreciation (depreciation) of investments (14) 1 1 18 41 61 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(27) $ 7 $(1) $11 $34 $52 ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16b
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) GET GET GET INDEX INDEX FUND - FUND - FUND - VALUE PLUS PLUS SERIES N SERIES P SERIES Q OPPORTUNITY LARGE CAP MID CAP DIVISION(c) DIVISION (d) DIVISION(f) DIVISION (c) DIVISION (c) DIVISION (c) ------------------------------------------------------------------------------------ NET INVESTMENT INCOME (LOSS) Income: Dividends $222 $ 89 $ - $ - $ 4 $ - ------------------------------------------------------------------------------------ Total investment income 222 89 - - 4 - Expenses: Mortality and expense risk and other charges 189 163 - 1 2 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 5 5 - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ------------------------------------------------------------------------------------ Total expenses 194 168 - 1 2 2 ------------------------------------------------------------------------------------ Net investment income (loss) 28 (79) - (1) 2 (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 72 - - (1) (4) (5) Capital gains distributions - - - - - - ------------------------------------------------------------------------------------ Net realized gain (loss) on investments and capital gains distributions 72 - - (1) (4) (5) Net unrealized appreciation (depreciation) of investments 661 293 - - 21 35 ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $761 $214 $ - $(2) $19 $28 ==================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16c
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) AIM V.I. DENT BRINSON INDEX PLUS DEMOGRAPHIC AIM V.I. TACTICAL EQUITY- SMALL CAP TRENDS GROWTH ALLOCATION INCOME GROWTH DIVISION (c) DIVISION (e) DIVISION (e) DIVISION (c) DIVISION (c) DIVISION (c) ---------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ - $ 1 $ - $ - $ - ---------------------------------------------------------------------------------- Total investment income - - 1 - - - Expenses: Mortality and expense risk and other charges 2 3 1 2 5 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ---------------------------------------------------------------------------------- Total expenses 2 3 1 2 5 2 ---------------------------------------------------------------------------------- Net investment income (loss) (2) (3) - (2) (5) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (2) 3 - (4) (4) (4) Capital gains distributions - - - - - - ---------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (2) 3 - (4) (4) (4) Net unrealized appreciation (depreciation) of investments 55 (12) 18 46 63 36 ---------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $51 $(12) $18 $40 $54 $30 ================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16d
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) JANUS ASPEN PPI MFS FINANCIAL HEALTH WORLDWIDE CAPITAL CONTRAFUND SERVICES SCIENCES UTILITIES GROWTH OPPORTUNITIES DIVISION (c) DIVISION (c) DIVISION (c) DIVISION (c) DIVISION(c) DIVISION (c) -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ 9 $ 37 $ 4 $ 1 $ - -------------------------------------------------------------------------------------- Total investment income - 9 37 4 1 - Expenses: Mortality and expense risk and other charges 3 4 15 1 3 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - -------------------------------------------------------------------------------------- Total expenses 3 4 15 1 3 2 -------------------------------------------------------------------------------------- Net investment income (loss) (3) 5 22 3 (2) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments - 25 16 2 (4) (2) Capital gains distributions - - - 2 - - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions - 25 16 4 (4) (2) Net unrealized appreciation (depreciation) of investments 51 33 (81) (6) 64 48 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $48 $63 $(43) $ 1 $58 $44 ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16e
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PIONEER PIONEER PIONEER SMALL MID-CAP FUND VCT COMPANY VCT VALUE VCT BULL SMALL-CAP EUROPE 30 DIVISION (c) DIVISION (c) DIVISION (b) DIVISION (a) DIVISION (a) DIVISION (a) ------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 3 $ - $ - $ - $ - $ - ------------------------------------------------------------------------------------- Total investment income 3 - - - - - Expenses: Mortality and expense risk and other charges 3 3 4 75 87 84 Annual administrative charges - - - 1 1 - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - 1 3 3 Other contract charges - - - 5 3 1 Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - ------------------------------------------------------------------------------------- Total expenses 3 3 4 82 94 88 ------------------------------------------------------------------------------------- Net investment income (loss) - (3) (4) (82) (94) (88) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 3 (7) - (640) (1,538) (4,198) Capital gains distributions - - - - - - ------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 3 (7) - (640) (1,538) (4,198) Net unrealized appreciation (depreciation) of investments 20 49 97 214 141 83 ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $23 $39 $93 $(508) $(1,491) $(4,203) ===================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16f
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PUTNAM INTERNATIONAL GROWTH & GROWTH AND INCOME INCOME VOYAGER DIVISION (c) DIVISION(c) DIVISION (c) -------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ - $ - -------------------------------------------- Total investment income - - - Expenses: Mortality and expense risk and other charges 1 2 1 Annual administrative charges - - - Minimum death benefit guarantee charges - - - Contingent deferred sales charges - - - Other contract charges - - - Amortization of deferred charges related to: Deferred sales load - - - Premium taxes - - - -------------------------------------------- Total expenses 1 2 1 -------------------------------------------- Net investment income (loss) (1) (2) (1) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (1) (4) - Capital gains distributions - - - -------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (1) (4) - Net unrealized appreciation (depreciation) of investments 13 16 46 -------------------------------------------- Net increase (decrease) in net assets resulting from operations $11 $10 $45 ============================================ (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16g
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) LIQUID LIMITED LARGE CAP HARD ALL ASSET MATURITY BOND VALUE ASSETS GROWTH ALL CAP DIVISION DIVISION DIVISION (a) DIVISION DIVISION DIVISION (a) ------------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 2000 $ 522,326 $150,401 $ - $38,929 $ 145,863 $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 18,885 9,842 267 (449) 71,237 1,786 Net realized gain (loss) on investments and capital gains distributions - (105) 239 (889) (17,900) 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (1,253) 8,924 (2,813) (662) - (818) Net realized gain (loss) on investments and capital gains distributions - 4,818 (343) (1,681) - (209) Net unrealized appreciation (depreciation) of investments - 3,378 (1,637) (3,365) - (2,272) ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations (1,253) 17,120 (4,793) (5,708) - (3,299) Changes from principal transactions: Purchase payments 591,523 94,671 114,157 6,781 - 110,856 Contract distributions and terminations (449,815) (16,054) (6,489) (1,927) - (9,054) Transfer payments from (to) Fixed Accounts and other Divisions 251,363 67,367 74,069 (7,446) - 95,928 Addition to assets retained in the Account by Golden American Life Insurance Company 1 - - - - - ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions 393,072 145,984 181,737 (2,592) - 197,730 ------------------------------------------------------------------------------------------ Total increase (decrease) 391,819 163,104 176,944 (8,300) - 194,431 ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2001 $1,071,485 $364,062 $275,489 $33,209 $ - $299,314 ========================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 17
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (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, 2000 $ 55,677 $267,218 $271,284 $401,967 $ 813,094 $ 35,472 Increase (decrease) in net assets: Operations: Net investment income (loss) 3,006 11,042 11,274 (1,180) (9,314) (427) Net realized gain (loss) on investments and capital gains distributions (6,745) 26,765 3,807 28,348 55,582 (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 Increase (decrease) in net assets: Operations: Net investment income (loss) 2,682 7,691 814 (7,700) (11,298) (46) Net realized gain (loss) on investments and capital gains distributions 6,128 21,548 (1,482) (15,294) 30,166 (1,106) Net unrealized appreciation (depreciation) of investments (3,608) 1,318 (822) (50,801) (137,786) 898 --------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 5,202 30,557 (1,490) (73,795) (118,918) (254) Changes from principal transactions: Purchase payments 23,104 146,482 78,113 75,117 70,829 305 Contract distributions and terminations (4,974) (26,120) (19,657) (21,611) (39,067) (580) Transfer payments from (to) Fixed Accounts and other Divisions 2,531 148,392 68,000 (17,438) (41,139) (19,424) Addition to assets retained in the Account by Golden American Life Insurance Company 3 9 4 2 6 - --------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 20,664 268,763 126,460 36,070 (9,371) (19,699) --------------------------------------------------------------------------------- Total increase (decrease) 25,866 299,320 124,970 (37,725) (128,289) (19,953) --------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $126,169 $644,971 $416,763 $440,209 $ 732,049 $ - ================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 18
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) MARKET VALUE STRATEGIC MANAGED MID-CAP MANAGER EQUITY EQUITY SMALL CAP GLOBAL GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 2000 $ 7,084 $137,380 $197,526 $324,429 $181,345 $539,215 Increase (decrease) in net assets: Operations: Net investment income (loss) 71 (497) (5,559) 134,762 48,911 387,415 Net realized gain (loss) on investments and capital gains distributions 883 (2,232) 64,740 93,230 8,079 221,840 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (545) (1,768) (5,301) (7,294) (3,832) (14,522) Net realized gain (loss) on investments and capital gains distributions 3,429 265 (127,454) (283,317) (98,932) (607,476) Net unrealized appreciation (depreciation) of investments (3,695) (14,146) 52,004 276,874 72,788 312,790 ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations (811) (15,649) (80,751) (13,737) (29,976) (309,208) Changes from principal transactions: Purchase payments (168) 32,137 38,833 72,626 58,076 180,227 Contract distributions and terminations (10) (9,292) (13,819) (19,753) (10,294) (45,653) Transfer payments from (to) Fixed Accounts and other Divisions (5,630) 11,120 (44,615) 19,278 4,232 (55,138) Addition to assets retained in the Account by Golden American Life Insurance Company - 1 - 2 3 1 ------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions (5,808) 33,966 (19,601) 72,153 52,017 79,437 ------------------------------------------------------------------------------------ Total increase (decrease) (6,619) 18,317 (100,352) 58,416 22,041 (229,771) ------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2001 $ - $199,039 $259,382 $480,513 $250,388 $928,290 ==================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 19
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) CAPITAL TOTAL DEVELOPING GROWTH RESEARCH RETURN GROWTH CORE BOND WORLD DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $430,246 $636,760 $455,380 $1,205,510 $21,258 $51,673 Increase (decrease) in net assets: Operations: Net investment income (loss) (1,269) (3,095) 18,946 53,063 1,744 (784) Net realized gain (loss) on investments and capital gains distributions 12,678 88,334 21,577 303,706 (159) (14,480) 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (7,708) (11,613) 21,062 (21,671) (857) (422) Net realized gain (loss) on investments and capital gains distributions (21,430) 2,768 17,228 (652,014) (1,057) (8,712) Net unrealized appreciation (depreciation) of investments (46,715) (178,581) (46,531) 196,709 2,969 4,320 --------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (75,853) (187,426) (8,241) (476,976) 1,055 (4,814) Changes from principal transactions: Purchase payments 40,288 98,910 174,830 150,918 45,161 11,440 Contract distributions and terminations (22,815) (32,070) (38,220) (53,998) (3,062) (3,183) Transfer payments from (to) Fixed Accounts and other Divisions (9,586) (42,232) 56,153 (92,035) 31,839 13,624 Addition to assets retained in the Account by Golden American Life Insurance Company 1 1 4 3 3 1 --------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 7,888 24,609 192,767 4,888 73,941 21,882 --------------------------------------------------------------------------------- Total increase (decrease) (67,965) (162,817) 184,526 (472,088) 74,996 17,068 --------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $395,434 $637,711 $793,394 $1,002,892 $114,996 $71,466 ================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 20
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) ASSET GROWTH SPECIAL GROWTH ALLOCATION DIVERSIFIED AND SITUATIONS OPPORTUNITIES GROWTH MID CAP INVESTORS INCOME DIVISION DIVISION DIVISION (e) DIVISION (d) DIVISION (f) DIVISION (d) (d) ------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 6,663 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 332 (3) (4) 491 (14) (8) Net realized gain (loss) on investments and capital gains distributions (268) (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 Increase (decrease) in net assets: Operations: Net investment income (loss) - (27) (408) (325) (420) (241) Net realized gain (loss) on investments and capital gains distributions - (61) (602) (368) (175) (359) Net unrealized appreciation (depreciation) of investments - (644) 668 (3,000) (3,724) (769) ------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - (732) (342) (3,693) (4,319) (1,369) Changes from principal transactions: Purchase payments - 30,995 33,892 41,981 56,119 12,758 Contract distributions and terminations - (753) (956) (2,329) (1,615) (535) Transfer payments from (to) Fixed Accounts and other Divisions - 15,035 13,862 33,883 29,809 7,580 Addition to assets retained in the Account by Golden American Life Insurance Company - 1 - - - - ------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - 45,278 46,798 73,535 84,313 19,803 ------------------------------------------------------------------------------------------- Total increase (decrease) - 44,546 46,456 69,842 79,994 18,434 ------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ - $49,242 $57,814 $91,400 $92,720 $24,325 =========================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 21
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) INTER- PILGRIM PILGRIM PILGRIM PILGRIM SMALL PILGRIM INTERNET NATIONAL WORLDWIDE GROWTH MAGNACAP CAP CONVERTIBLE TOLLKEEPER EQUITY GROWTH OPPORTUNITIES DIVISION OPPORTUNITIES CLASS DIVISION(h) DIVISION DIVISION(c) DIVISION(h) (h) DIVISION(h) DIVISION(j) --------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $175,569 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - 2,223 (9) - - - - Net realized gain (loss) on investments and capital gains distributions - (4,245) (220) - - - - Net unrealized appreciation (depreciation) of investments - (52,548) (216) - - - - --------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - (54,570) (445) - - - - Changes from principal transactions: Purchase payments - 78,906 4,326 - - - - Contract distributions and terminations - (9,015) (39) - - - - Transfer payments from (to) Fixed Accounts and other Divisions - 3,728 1,712 - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - - --------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - 73,619 5,999 - - - - --------------------------------------------------------------------------------------------- Total increase (decrease) - 19,049 5,554 - - - - --------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - 194,618 5,554 - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (27) (3,180) (237) (27) (6) (80) (4) Net realized gain (loss) on investments and capital gains distributions (152) (66,811) (1,558) (189) (8) (918) 5 Net unrealized appreciation (depreciation) of investments (1) 30,006 (466) 3 20 297 2 --------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (180) (39,985) (2,261) (213) 6 (701) 3 Changes from principal transactions: Purchase payments 3,417 21,029 12,903 3,287 3,746 8,651 146 Contract distributions and terminations (36) (7,978) (485) (61) (117) (133) - Transfer payments from (to) Fixed Accounts and other Divisions 2,188 (23,623) 4,303 2,206 1,767 6,620 45 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - - --------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 5,569 (10,572) 16,721 5,432 5,396 15,138 191 --------------------------------------------------------------------------------------------- Total increase (decrease) 5,389 (50,557) 14,460 5,219 5,402 14,437 194 --------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $5,389 $144,061 $20,014 $5,219 $5,402 $14,437 $194 ============================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 22
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) PIMCO PILGRIM PILGRIM PIMCO STOCKSPLUS SP JENNISON GROWTH AND LARGECAP HIGH GROWTH AND PRUDENTIAL INTERNATIONAL INCOME GROWTH YIELD BOND INCOME JENNISON GROWTH DIVISION (j) DIVISION (j) DIVISION DIVISION DIVISION (b) DIVISION (b) ---------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $146,057 $221,230 $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - 10,796 13,614 (44) (7) Net realized gain (loss) on investments and capital gains distributions - - (7,571) 12,254 925 49 Net unrealized appreciation (depreciation) of investments - - (6,847) (55,206) (2,191) (98) ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - (3,622) (29,338) (1,310) (56) Changes from principal transactions: Purchase payments - - 36,534 73,805 6,264 1,189 Contract distributions and terminations - - (7,991) (13,426) (138) (45) Transfer payments from (to) Fixed Accounts and other Divisions - - (8,121) 6,213 2,916 1,632 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - 20,422 66,592 9,042 2,776 ---------------------------------------------------------------------------------------- Total increase (decrease) - - 16,800 37,254 7,732 2,720 ---------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - 162,857 258,484 7,732 2,720 Increase (decrease) in net assets: Operations: Net investment income (loss) (1) (2) 12,879 5,699 (407) (126) Net realized gain (loss) on investments and capital gains distributions 2 - (12,967) (21,014) (5,401) (3,123) Net unrealized appreciation (depreciation) of investments 4 3 448 (20,466) 2,985 418 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 5 1 360 (35,781) (2,823) (2,831) Changes from principal transactions: Purchase payments 343 488 56,951 34,841 16,595 7,856 Contract distributions and terminations (1) - (12,056) (11,973) (945) (448) Transfer payments from (to) Fixed Accounts and other Divisions (191) 44 28,231 (4,506) 25,432 4,013 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 151 532 73,126 18,362 41,082 11,421 ---------------------------------------------------------------------------------------- Total increase (decrease) 156 533 73,486 (17,419) 38,259 8,590 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ 156 $533 $236,343 $241,065 $45,991 $11,310 ======================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23a
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) SMITH BARNEY SMITH BARNEY SMITH BARNEY INTERNATIONAL SMITH BARNEY APPRE- HIGH LARGE CAP ALL CAP MONEY CIATION INCOME VALUE GROWTH MARKET DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 983 $ 547 $ 643 $ 537 $ 579 Increase (decrease) in net assets: Operations: Net investment income (loss) (6) 45 5 (4) (2) Net realized gain (loss) on investments and capital gains distributions 37 (20) 12 15 - Net unrealized appreciation (depreciation) of investments (57) (66) 57 (162) - ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (26) (41) 74 (151) (2) Changes from principal transactions: Purchase payments 16 5 - 10 - Contract distributions and terminations (11) (22) (8) (6) (700) Transfer payments from (to) Fixed Accounts and other Divisions (131) (43) (17) 65 279 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions (126) (60) (25) 69 (421) ------------------------------------------------------------------------------- Total increase (decrease) (152) (101) 49 (82) (423) ------------------------------------------------------------------------------- Net assets at December 31, 2000 831 446 692 455 156 Increase (decrease) in net assets: Operations: Net investment income (loss) (7) 44 (1) (5) (12) Net realized gain (loss) on investments and capital gains distributions 1 (32) 13 1 - Net unrealized appreciation (depreciation) of investments (46) (32) (79) (142) - ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (52) (20) (67) (146) (12) Changes from principal transactions: Purchase payments 5 - - - - Contract distributions and terminations (44) (25) (15) (4) (241) Transfer payments from (to) Fixed Accounts and other Divisions (17) (31) (47) (5) 318 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions (56) (56) (62) (9) 77 ------------------------------------------------------------------------------- Total increase (decrease) (108) (76) (129) (155) 65 ------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ 723 $ 370 $ 563 $ 300 $ 221 =============================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23b
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) GALAXY SMALL ALLIANCE ASSET GROWTH AND COMPANY BERNSTEIN ALLOCATION EQUITY INCOME HIGH QUALITY GROWTH VALUE DIVISION DIVISION DIVISION BOND DIVISION DIVISION DIVISION (j) ---------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 133 $ 297 $107 $ 27 $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 10 (10) (3) 2 (1) - Net realized gain (loss) on investments and capital gains distributions 27 85 5 - 5 - Net unrealized appreciation (depreciation) of investments (70) (137) 5 3 (11) - ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (33) (62) 7 5 (7) - Changes from principal transactions: Purchase payments 1,153 817 138 33 50 - Contract distributions and terminations (8) (11) (11) (6) - - Transfer payments from (to) Fixed Accounts and other Divisions 142 30 43 19 29 - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,287 836 170 46 79 - ---------------------------------------------------------------------------------------- Total increase (decrease) 1,254 774 177 51 72 - ---------------------------------------------------------------------------------------- Net assets at December 31, 2000 1,387 1,071 284 78 72 - Increase (decrease) in net assets: Operations: Net investment income (loss) 5 (20) (4) 5 (1) (2) Net realized gain (loss) on investments and capital gains distributions (14) (45) (9) 1 (1) (5) Net unrealized appreciation (depreciation) of investments (136) (162) (14) 1 1 18 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (145) (227) (27) 7 (1) 11 Changes from principal transactions: Purchase payments 105 87 48 33 9 463 Contract distributions and terminations (76) (87) (11) (4) - (1) Transfer payments from (to) Fixed Accounts and other Divisions (11) (37) (93) 38 4 122 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 18 (37) (56) 67 13 584 ---------------------------------------------------------------------------------------- Total increase (decrease) (127) (264) (83) 74 12 595 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,260 $ 807 $201 $152 $ 84 $595 ======================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23c
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) ALLIANCE GROWTH & PREMIER GET FUND- GET FUND - GET FUND - VALUE INCOME GROWTH SERIES N SERIES P SERIES Q OPPORTUNITY DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (k) DIVISION (m) DIVISION (j) --------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - --------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - --------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - --------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (4) (3) 28 (79) - (1) Net realized gain (loss) on investments and capital gains distributions (3) (6) 72 - - (1) Net unrealized appreciation (depreciation) of investments 41 61 661 293 - - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 34 52 761 214 - (2) Changes from principal transactions: Purchase payments 1,467 921 1,687 6,196 - 289 Contract distributions and terminations (3) (1) (135) (202) - - Transfer payments from (to) Fixed Accounts and other Divisions 155 119 28,555 146,837 1,904 11 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - --------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,619 1,039 30,107 152,831 1,904 300 --------------------------------------------------------------------------------------- Total increase (decrease) 1,653 1,091 30,868 153,045 1,904 298 --------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,653 $1,091 $30,868 $153,045 $1,904 $298 ======================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23d
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) AIM V.I. DENT INDEX PLUS INDEX PLUS INDEX PLUS DEMOGRAPHIC AIM V.I. TACTICAL LARGE CAP MID CAP SMALL CAP TRENDS GROWTH ALLOCATION DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (l) DIVISION (l) DIVISION (j) -------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - -------------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - -------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) 2 (2) (2) (3) - (2) Net realized gain (loss) on investments and capital gains distributions (4) (5) (2) 3 - (4) Net unrealized appreciation (depreciation) of investments 21 35 55 (12) 18 46 -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 19 28 51 (12) 18 40 Changes from principal transactions: Purchase payments 834 684 489 404 137 718 Contract distributions and terminations - - - (5) (1) - Transfer payments from (to) Fixed Accounts and other Divisions (41) 108 140 3,163 289 29 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 793 792 629 3,562 425 747 -------------------------------------------------------------------------------------------- Total increase (decrease) 812 820 680 3,550 443 787 -------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $812 $820 $680 $3,550 $443 $787 ============================================================================================ (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23e
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) EQUITY- CONTRA- FINANCIAL HEALTH INCOME GROWTH FUND SERVICES SCIENCES UTILITIES DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) ------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - ------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - ------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (5) (2) (3) 5 22 3 Net realized gain (loss) on investments and capital gains distributions (4) (4) - 25 16 4 Net unrealized appreciation (depreciation) of investments 63 36 51 33 (81) (6) ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 54 30 48 63 (43) 1 Changes from principal transactions: Purchase payments 1,658 578 1,001 822 1,234 325 Contract distributions and terminations (10) (12) (2) (4) (55) - Transfer payments from (to) Fixed Accounts and other Divisions 247 97 136 1,523 9,654 638 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,895 663 1,135 2,341 10,833 963 ------------------------------------------------------------------------------------- Total increase (decrease) 1,949 693 1,183 2,404 10,790 964 ------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,949 $693 $1,183 $2,404 $10,790 $964 ===================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23f
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) JANUS ASPEN PPI MFS PIONEER SMALL PIONEER WORLDWIDE CAPITAL PIONEER FUND COMPANY MID-CAP BULL GROWTH OPPORTUNITIES VCT VCT VALUE VCT DIVISION DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (j) DIVISION(i) (h) -------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - -------------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - -------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (2) (2) - (3) (4) (82) Net realized gain (loss) on investments and capital gains distributions (4) (2) 3 (7) - (640) Net unrealized appreciation (depreciation) of investments 64 48 20 49 97 214 -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 58 44 23 39 93 (508) Changes from principal transactions: Purchase payments 1,166 625 1,074 857 620 3,580 Contract distributions and terminations (7) (3) (6) - (6) (153) Transfer payments from (to) Fixed Accounts and other Divisions 81 32 1,184 42 4,432 17,664 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,240 654 2,252 899 5,046 21,091 -------------------------------------------------------------------------------------------- Total increase (decrease) 1,298 698 2,275 938 5,139 20,583 -------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,298 $698 $2,275 $938 $5,139 $20,583 ============================================================================================ (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23g
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) PUTNAM INTERNATIONAL GROWTH & GROWTH AND SMALL-CAP EUROPE 30 INCOME INCOME VOYAGER DIVISION (h) DIVISION (h) DIVISION (j) DIVISION (j) DIVISION (j) ----------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - Net unrealized appreciation (depreciation) of investments - - - - - ----------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - Changes from principal transactions: Purchase payments - - - - - Contract distributions and terminations - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ----------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - ----------------------------------------------------------------------- Total increase (decrease) - - - - - ----------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (94) (88) (1) (2) (1) Net realized gain (loss) on investments and capital gains distributions (1,538) (4,198) (1) (4) - Net unrealized appreciation (depreciation) of investments 141 83 13 16 46 ----------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (1,491) (4,203) 11 10 45 Changes from principal transactions: Purchase payments 2,754 1,157 450 488 456 Contract distributions and terminations (281) (293) - - (1) Transfer payments from (to) Fixed Accounts and other Divisions 18,986 9,651 (6) 106 77 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ----------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 21,459 10,515 444 594 532 ----------------------------------------------------------------------- Total increase (decrease) 19,968 6,312 455 604 577 ----------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $19,968 $6,312 $455 $604 $577 ======================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23h
Golden American Life Insurance Company Separate Account B Notes To Financial Statements December 31, 2001 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 charged 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 2001, the Account had GoldenSelect Contracts, Granite PrimElite Contracts, and SmartDesign Contracts. GoldenSelect Contracts sold by Golden American during 2001 include DVA Plus, Access, Premium Plus, ESII, Value, Access One, Landmark and Generations. SmartDesign Contracts include Variable Annuity (VA) and Advantage. The Account discontinued offering DVA 80 in May 1991 and discontinued registering DVA and DVA Series 100 for sale to the public as of May 1, 2000. At December 31, 2001, the Account had, under GoldenSelect Contracts, fifty investment Divisions: Liquid Asset, Limited Maturity Bond, Large Cap Value, Hard Assets, All Cap, Real Estate, Fully Managed, Equity Income, Capital Appreciation, Rising Dividends, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth, Capital Growth, Research, Total Return, Growth, Core Bond, Developing World, Asset Allocation Growth, Diversified Mid Cap, Investors, Growth and Income, Special Situations, Internet Tollkeeper, International Equity, Pilgrim Worldwide Growth, Pilgrim Growth Opportunities, Pilgrim MagnaCap, Pilgrim Small Cap Opportunities, PIMCO High Yield Bond, PIMCO 24 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 1. ORGANIZATION (CONTINUED) StocksPLUS Growth and Income, Prudential Jennison, SP Jennison International Growth, Asset Allocation, Equity, Galaxy Growth and Income, High Quality Bond, Small Company Growth, AIM V.I. Dent Demographic Trends, Financial Services, Health Sciences, Utilities, Pioneer Fund VCT, Pioneer Mid-Cap Value VCT, Bull, Small-Cap and Europe 30 Divisions. The Account had, under SmartDesign Contracts, forty investment Divisions: Liquid Asset, Value Equity, Research, Total Return, Core Bond, Growth and Income, Pilgrim Worldwide Growth, Pilgrim MagnaCap, Pilgrim Convertible Class, Pilgrim Growth and Income, Pilgrim LargeCap Growth, PIMCO High Yield Bond, Prudential Jennison, SP Jennison International Growth, Alliance Bernstein Value, Alliance Growth and Income, Premier Growth, AIM V.I. Dent Demographic Trends, AIM V.I. Growth, GET Fund - Series N, GET Fund - Series P, GET Fund - Series Q, Value Opportunity, Index Plus Large Cap, Index Plus Mid Cap, Index Plus Small Cap, Brinson Tactical Allocation, Equity-Income, Growth, Contrafund, Financial Services, Health Sciences, Utilities, Janus Aspen Worldwide Growth, PPI MFS Capital Opportunities, Pioneer Fund VCT, Pioneer Small Company VCT, Putnam Growth and Income, International Growth and Income and Voyager 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 All Cap Growth, 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 of The GCG Trust, Pilgrim Variable Insurance Trust, Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Prudential Series Fund Inc., Greenwich Street Series Fund Inc., Travelers Series Fund Inc., The Galaxy VIP Fund, Alliance Variable Products Series Fund Inc., Aetna Variable Portfolios Inc., AIM Variable Insurance Funds, Inc., Brinson Series Trust, INVESCO Variable Investment Funds Inc., Janus Aspen Series, Portfolio Partners Inc., Pioneer Variable Contracts Trust, The ProFunds VP, or Putnam Variable Trust (the "Trusts"). The Account also includes The Fund For Life Division, which is not included in the accompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994. 25 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 1. ORGANIZATION (CONTINUED) 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. The separate accounts in the Series substituted shares of Mid-Cap Growth Series for shares of All Growth and Growth Opportunities Series. 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 March 6, 2001, all remaining proceeds in the Market Manager Series were liquidated and Contractowner holdings were reallocated to the Liquid Asset Series as described in the contract prospectus. Following approval by its shareholders, the Emerging Markets Series was merged into the Developing World Series on April 27, 2001 at no cost to current contract holders. Directed Services, Inc., the Series' manager, absorbed all costs associated with the merger. On December 14, 2001, the consolidation of the Warburg Pincus International Equity Portfolio into the GCG Trust International Equity Series took place at no cost to contract holders. Shares of GCG Trust International Equity Series were substituted for shares of Warburg Pincus International Equity Portfolio. 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 recorded at fair value, determined by 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 26 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVESTMENTS (CONTINUED) 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. RECLASSIFICATIONS Certain amounts in the 2000 financial information have been reclassified to conform to the 2001 presentation. 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: 27 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) 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 0.90 DVA Series 100 1.25 DVA Plus (pre February 2000) - Standard 1.10 DVA Plus (post January 2000) - Standard 1.15 DVA Plus (post 2000) - Standard 1.15 DVA Plus (pre February 2000) - Annual Ratchet 1.25 DVA Plus (pre February 2000) - 5.5% Solution 1.25 DVA Plus (post January 2000) - 5.5% Solution 1.25 DVA Plus (post January 2000) - Annual Ratchet 1.30 DVA Plus (post 2000) - 5.5% Solution 1.30 DVA Plus (pre February 2000) - 7% Solution 1.40 DVA Plus (post January 2000) - Max 5.5 1.40 DVA Plus (post 2000) - Annual Ratchet 1.40 DVA Plus (post 2000) - Max 5.5 1.45 DVA Plus (post January 2000) - 7% Solution 1.50 DVA Plus (post 2000) - 7% Solution 1.50 DVA Plus (post January 2000) - Max 7 1.60 DVA Plus (post 2000) - Max 7 1.60 Access (pre February 2000) - Standard 1.25 Access (post January 2000) - Standard 1.30 Access (post 2000) - Standard 1.30 Access (pre February 2000) - Annual Ratchet 1.40 Access (pre February 2000) - 5.5% Solution 1.40 28 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Access (post January 2000) - Annual Ratchet 1.45% Access (post January 2000) - 5.5% Solution 1.45 Access (post 2000) - 5.5% Solution 1.45 Access (pre February 2000) - 7% Solution 1.55 Access (post January 2000) - Max 5.5 1.55 Access (post 2000) - Annual Ratchet 1.55 Access (post 2000) - Max 5.5 1.60 Access (post January 2000) - 7% Solution 1.65 Access (post 2000) - 7% Solution 1.65 Access (post April 2001) - Standard 1.65 Access (post January 2000) - Max 7 1.75 Access (post 2000) - Max 7 1.75 Access (post April 2001) - 5.5% Solution 1.80 Access (post April 2001) - Annual Ratchet 1.90 Access (post April 2001) - Max 5.5 1.95 Access (post April 2001) - 7% Solution 2.00 Access (post April 2001) - Max 7 2.10 Premium Plus (pre February 2000) - Standard 1.25 Premium Plus (post January 2000) - Standard 1.30 Premium Plus (post 2000) - Standard 1.30 Premium Plus (pre February 2000) - Annual Ratchet 1.40 Premium Plus (pre February 2000) - 5.5% Solution 1.40 Premium Plus (post January 2000) - Annual Ratchet 1.45 Premium Plus (post January 2000) - 5.5% Solution 1.45 Premium Plus (post 2000) - 5.5% Solution 1.45 Premium Plus (pre February 2000) - 7% Solution 1.55 Premium Plus (post January 2000) - Max 5.5 1.55 Premium Plus (post 2000) - Annual Ratchet 1.55 Premium Plus (post 2000) - Max 5.5 1.60 Premium Plus (post January 2000) - 7% Solution 1.65 Premium Plus (post 2000) - 7% Solution 1.65 29 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Premium Plus (post January 2000) - Max 7 1.75% Premium Plus (post 2000) - Max 7 1.75 ES II (pre 2001) 1.25 ES II (post 2000) - Standard 1.25 ES II (post 2000) - Deferred Ratchet 1.30 ES II (post 2000) - 5.5% Solution 1.40 ES II (post 2000) - Annual Ratchet 1.50 ES II (post 2000) - Max 5.5 1.55 ES II (post 2000) - 7% Solution 1.60 ES II (post 2000) - Max 7 1.70 Value - Standard 0.75 Access One 0.35 Granite PrimElite - Standard 1.10 Granite PrimElite - Annual Ratchet 1.25 Generations - Standard 1.25 Generations - Deferred Ratchet 1.30 Generations - Annual Ratchet 1.50 Generations - 7% Solution 1.60 Generations - Max 7 1.70 Landmark - Standard 1.50 Landmark - 5.5% Solution 1.65 Landmark - Annual Ratchet 1.75 Landmark - Max 5.5 1.80 Landmark - 7% Solution 1.85 Landmark - Max 7 1.95 VA Option I 0.80 VA Option II 1.10 VA Option III 1.25 VA Bonus Option I 1.30 VA Bonus Option II 1.60 VA Bonus Option III 1.75 30 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Advantage Option I 2.20% Advantage Option II 2.40 Advantage Option III 2.55 ASSET BASED ADMINISTRATIVE CHARGES A daily charge at an annual rate of 0.10% is deducted from assets attributable to DVA 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, Granite PrimElite, Generations, Landmark, VA and Advantage 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, Value, VA, and Advantage 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. 31 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) CONTINGENT DEFERRED SALES CHARGES Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite Contracts, Landmark, VA, and Advantage 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.
SURRENDER CHARGE COMPLETE YEARS DVA ELAPSED SINCE 80 & DVA PREMIUM ES II & GRANITE LANDMARK & PREMIUM PAYMENT DVA PLUS PLUS GENERATIONS VALUE PRIMELITE ADVANTAGE VA ------------------------------------------------------------------------------------------------------------ 0 6% 7% 8% 8% 6% 7% 6% 7% 1 5 7 8 7 6 7 5 7 2 4 6 8 6 6 6 4 6 3 3 5 8 5 5 5 - 6 4 2 4 7 4 4 4 - 5 5 1 3 6 3 3 3 - 4 6 - 1 5 2 1 1 - 3 7 - - 3 1 - - - - 8 - - 1 - - - - - 9+ - - - - - - - - ------------------------------------------------------------------------------------------------------------ 32
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) OTHER CONTRACT CHARGES Under DVA 80, DVA, 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 Contracts, annual distribution fees are deducted from the Contract accumulation values. DEFERRED SALES LOAD Under Contracts offered prior to October 1995, a sales load of up to 7.5 % was assessed against each premium payment for sales-related expenses as specified in the Contracts. For DVA Series 100, the sales load is deducted in equal annual installments over the period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA 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. 33 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) 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 2001 2000 --------------------------------------- (DOLLARS IN THOUSANDS) Balance at beginning of year $ 678 $ 3,093 Sales load advanced 46 43 Amortization of deferred sales load and premium tax (724) (2,458) --------------------------------------- Balance at end of year $ - $ 678 ======================================= 34
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES The aggregate cost of purchases and proceeds from sales of investments follows: YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $5,778,907 $5,387,088 $5,009,626 $4,852,286 Limited Maturity Bond Series 320,388 165,480 100,400 49,723 Large Cap Value Series 192,419 13,495 104,683 5,678 Hard Assets Series 15,759 19,014 40,084 35,964 All Growth Series - - 71,697 148,258 All Cap Series 215,529 18,161 111,560 5,575 Real Estate Series 71,207 46,270 96,209 64,912 Fully Managed Series 377,005 90,177 112,464 61,046 Equity Income Series 216,341 81,506 98,938 88,840 Capital Appreciation Series 142,512 114,142 227,251 51,623 Rising Dividends Series 60,251 72,471 151,463 58,223 Emerging Markets Series 49,902 69,646 62,812 67,830 Market Manager Series 3,388 8,410 594 813 Value Equity Series 109,345 74,755 126,574 94,165 Strategic Equity Series 199,079 223,594 404,992 147,040 Small Cap Series 474,975 410,116 668,534 299,869 Managed Global Series 994,534 946,349 773,452 628,437 Mid-Cap Growth Series 813,977 747,789 1,570,684 553,073 Capital Growth Series 150,331 150,151 163,005 24,871 Research Series 208,240 178,793 332,012 33,449 Total Return Series 303,584 73,267 177,368 58,592 Growth Series 838,003 854,786 2,357,943 1,555,976 Core Bond Series 96,443 23,096 21,953 1,829 Developing World Series 514,464 492,886 224,227 196,834 Growth Opportunities Series - - 397 6,296 Asset Allocation Growth Series 46,049 798 4,913 194 Diversified Mid-Cap Series 51,740 5,350 16,411 5,011 Investors Series 79,313 6,102 37,309 15,640 Growth and Income Series 85,909 2,016 15,051 2,209 Special Situations Series 21,339 1,778 6,296 46 Internet Tollkeeper Series 5,934 392 - - International Equity Series 1,288,757 1,304,170 1,216,239 1,119,035 35
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES (CONTINUED) YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Fund $ 24,855 $ 8,371 $ 8,467 $ 2,477 Pilgrim Variable Products Trust: Pilgrim Growth Opportunities Portfolio 7,080 1,675 - - Pilgrim MagnaCap Portfolio 5,521 131 - - Pilgrim Small Cap Opportunities Portfolio 20,495 5,437 - - Pilgrim Convertible Class Portfolio 195 3 - - Pilgrim Growth and Income Portfolio 442 291 - - Pilgrim LargeCap Growth Portfolio 538 8 - - PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio 187,456 101,450 104,012 72,796 PIMCO StocksPLUS Growth and Income Portfolio 78,983 54,922 128,021 38,274 Prudential Series Fund, Inc.: Prudential Jennison Portfolio 161,864 120,999 10,354 418 SP Jennison International Growth Portfolio 72,009 60,714 13,316 10,547 Greenwich Street Series Fund Inc.: Appreciation Portfolio 54 116 136 255 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 51 62 78 93 Smith Barney Large Cap Value Portfolio 30 71 77 82 Smith Barney International All Cap Growth Portfolio 4 19 111 46 Smith Barney Money Market Portfolio 194 129 13 436 The Galaxy VIP Fund: Asset Allocation Portfolio 214 191 1,340 17 Equity Portfolio 130 187 946 35 Growth and Income Portfolio 59 119 185 14 High Quality Bond Portfolio 90 18 58 10 Small Company Growth Portfolio 19 6 84 1 Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Portfolio 648 66 - - Growth and Income Portfolio 1,659 44 - - Premier Growth Portfolio 1,115 79 - - 36
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES (CONTINUED) YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) Aetna Variable Portfolios, Inc.: GET Fund - Series N $33,144 $ 3,009 $ - $ - GET Fund - Series P 152,998 246 - - GET Fund - Series Q 1,904 0 - - Value Opportunity Portfolio 314 15 - - Index Plus Large Cap Portfolio 896 101 - - Index Plus Mid Cap Portfolio 852 62 - - Index Plus Small Cap Portfolio 854 227 - - AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Fund 3,649 90 - - AIM V.I. Growth Fund 427 2 - - Brinson Series Trust: Tactical Allocation Portfolio 794 49 - - Fidelity Variable Insurance Products: Equity-Income Portfolio 1,945 55 - - Growth Portfolio 705 44 - - Contrafund Portfolio 1,568 436 - - INVESCO Variable Investment Funds, Inc.: Financial Services Fund 3,684 1,338 - - Health Sciences Fund 13,606 2,751 - - Utilities Fund 1,085 117 - - Janus Aspen Series: Janus Aspen Worldwide Growth Portfolio 1,300 62 - - Portfolio Partners, Inc.: PPI MFS Capital Opportunities Portfolio 661 9 - - Pioneer Variable Contracts Trust: Pioneer Fund VCT Portfolio 2,403 151 - - Pioneer Small Company VCT Portfolio 978 82 - - Pioneer Mid-Cap VCT Portfolio 5,058 16 - - The ProFunds VP: Bull 41,559 20,550 - - Small-Cap 202,340 180,975 - - Europe 30 179,473 169,046 - - Putnam Variable Trust: Growth and Income Fund 456 13 - - International Growth and Income Fund 625 33 - - Voyager Fund 539 8 - - --------------------------------------------------------- COMBINED $14,943,146 $12,316,643 $14,572,339 $10,358,838 ========================================================= 37, 38
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS The changes in units outstanding for the years ended December 31, 2001 and 2000 are shown in the following table. 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 redemption (surrender of the old Contract) and an issue (acquisition of the new Contract). All of the units issued for the Market Manager Division resulted from such updates. FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- The GCG Trust: Liquid Asset Division 406,837,337 381,974,408 24,862,929 359,367,174 350,362,386 9,004,788 Limited Maturity Bond Division 21,094,466 13,022,965 8,071,501 6,653,002 4,238,782 2,414,220 Large Cap Value Division 21,298,417 3,032,221 18,266,196 10,510,495 1,148,728 9,361,767 Hard Assets Division 1,479,521 1,669,257 (189,736) 2,834,446 2,496,801 337,645 All-Growth Division - - - 1,772 4,534,313 (4,532,541) All Cap Division 20,782,291 4,029,958 16,752,333 10,302,677 1,241,107 9,061,570 Real Estate Division 3,276,661 2,545,459 731,202 4,319,128 3,211,948 1,107,180 Fully Managed Division 15,753,519 5,774,203 9,979,316 4,937,015 3,912,225 1,024,790 Equity Income Division 11,244,435 5,753,173 5,491,262 5,587,065 5,891,560 (304,495) Capital Appreciation Division 9,170,101 7,646,399 1,523,702 9,788,554 3,977,530 5,811,024 Rising Dividends Division 5,403,189 5,969,298 (566,109) 8,048,967 4,882,590 3,166,377 Emerging Markets Division 7,053,917 9,615,850 (2,561,933) 6,972,719 7,369,824 (397,105) Market Manager Division - 238,516 (238,516) - 26,641 (26,641) Value Equity Division 7,284,108 5,650,995 1,633,113 7,941,727 6,192,411 1,749,316 Strategic Equity Division 18,048,284 19,375,073 (1,326,789) 19,709,430 9,587,363 10,122,067 Small Cap Division 32,782,567 28,723,840 4,058,727 26,260,160 17,429,511 8,830,649 Managed Global Division 57,913,358 54,827,286 3,086,072 34,701,368 30,852,410 3,848,958 Mid-Cap Growth Division 26,837,412 24,939,789 1,897,623 29,199,551 15,272,144 13,927,407 Capital Growth Division 12,516,724 12,352,679 164,045 9,504,070 2,906,917 6,597,153 Research Division 11,109,168 10,124,605 984,563 10,607,414 2,858,194 7,749,220 Total Return Division 16,341,446 6,826,503 9,514,943 9,344,159 5,124,311 4,219,848 Growth Division 56,738,599 57,342,210 (603,611) 90,088,344 64,904,288 25,184,056 Core Bond Division 9,464,453 3,028,846 6,435,607 2,067,425 444,699 1,622,726 Developing World Division 77,143,940 74,214,198 2,929,742 25,929,101 23,178,428 2,750,673 Growth Opportunities Division - - - 2,653 586,755 (584,102) Asset Allocation Growth Division 5,576,656 359,275 5,217,381 536,932 35,902 501,030 Diversified Mid-Cap Division 6,501,025 1,269,887 5,231,138 1,738,197 587,931 1,150,266 39
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- The GCG Trust (continued): Investors Division 8,174,409 1,445,937 6,728,472 3,506,979 1,589,857 1,917,122 Growth and Income Division 10,214,159 1,007,740 9,206,419 1,550,837 270,440 1,280,397 Special Situations Division 3,020,279 751,676 2,268,603 696,811 33,708 663,103 Internet Tollkeeper Division 867,730 158,666 709,064 - - - International Equity Division 140,797,564 141,233,941 (436,377) 92,849,675 86,976,149 5,873,526 Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division 3,791,068 1,563,623 2,227,445 966,161 330,869 635,292 Pilgrim Variable Products Trust: Pilgrim Growth Opportunities Division 931,175 259,800 671,375 - - - Pilgrim MagnaCap Division 632,349 53,590 578,759 - - - Pilgrim Small Cap Opportunities Division 2,548,996 811,701 1,737,295 - - - Pilgrim Convertible Class Division 18,782 347 18,435 - - - Pilgrim Growth and Income Division 45,138 30,153 14,985 - - - Pilgrim LargeCap Growth Division 56,377 733 55,644 - - - PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division 21,217,537 13,988,901 7,228,636 11,171,609 9,133,980 2,037,629 PIMCO StocksPLUS Growth and Income Division 8,925,373 7,365,612 1,559,761 10,253,524 4,989,762 5,263,762 Prudential Series Fund, Inc.: Prudential Jennison Division 26,252,187 19,904,133 6,348,054 1,167,863 181,053 986,810 SP Jennison International Growth 12,383,699 10,604,474 1,779,225 1,516,731 1,198,936 317,795 Division Greenwich Street Series Fund Inc.: Appreciation Division 2,637 6,303 (3,666) 6,545 13,984 (7,439) Travelers Series Fund Inc.: Smith Barney High Income Division 93 4,626 (4,533) 2,416 6,424 (4,008) Smith Barney Large Cap Value Division 6 3,282 (3,276) 2,886 4,081 (1,195) Smith Barney International All Cap Growth Division 277 1,051 (774) 4,883 1,931 2,952 Smith Barney Money Market Division 15,005 10,129 4,876 - 36,664 (36,664) The Galaxy VIP Fund: Asset Allocation Division 19,007 19,492 (485) 117,695 1,286 116,409 Equity Division 11,685 17,902 (6,217) 71,978 3,194 68,784 Growth and Income Division 5,606 12,104 (6,498) 16,903 1,136 15,767 High Quality Bond Division 7,406 1,490 5,916 5,210 922 4,288 Small Company Growth Division 1,341 329 1,012 5,427 2 5,425 40
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division 71,653 12,180 59,473 - - - Growth and Income Division 181,005 8,620 172,385 - - - Premier Growth Division 123,347 9,253 114,094 - - - Aetna Variable Portfolios, Inc.: GET Fund - Series N Division 3,305,373 296,325 3,009,048 - - - GET Fund - Series P Division 15,403,642 127,730 15,275,912 - - - GET Fund - Series Q Division 190,471 - 190,471 - - - Value Opportunity Division 34,696 1,645 33,051 - - - Index Plus Large Cap Division 99,176 12,643 86,533 - - - Index Plus Mid Cap Division 90,604 7,688 82,916 - - - Index Plus Small Cap Division 96,255 28,852 67,403 - - - AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division 339,548 16,457 323,091 - - - AIM V.I. Growth Division 42,954 57 42,897 - - - Brinson Series Trust: Brinson Tactical Allocation Division 89,352 5,615 83,737 - - - Fidelity Variable Insurance Products: Equity-Income Division 214,691 11,435 203,256 - - - Growth Division 80,283 5,508 74,775 - - - Contrafund Division 171,166 49,255 121,911 - - - INVESCO Variable Investment Funds, Inc.: Financial Services Division 434,280 177,355 256,925 - - - Health Sciences Division 1,421,950 369,814 1,052,136 - - - Utilities Division 141,238 22,159 119,079 - - - Janus Aspen Series: Janus Aspen Worldwide Growth Division 146,938 8,275 138,663 - - - Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division 79,584 1,274 78,310 - - - Pioneer Variable Contracts Trust: Pioneer Fund VCT Division 268,899 26,350 242,549 - - - Pioneer Small Company VCT Division 107,907 10,101 97,806 - - - Pioneer Mid-Cap VCT Division 576,552 96,828 479,724 - - - 41
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 -------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) -------------------------------------------------------------------------------- The ProFunds VP: Bull Division 4,686,896 2,370,498 2,316,398 - - - Small-Cap Division 21,972,144 19,853,663 2,118,481 - - - Europe 30 Division 23,135,968 22,371,682 764,286 - - - Putnam Variable Trust: Growth and Income Division 50,302 2,090 48,212 - - - International Growth and Income Division 70,513 6,733 63,780 - - - Voyager Division 68,823 2,835 65,988 - - - -------------------------------------------------------------------------------- COMBINED 1,175,287,689 985,477,548 189,810,141 820,867,678 678,030,077 142,837,601 ================================================================================
6. UNIT VALUES Accumulation unit value information for units outstanding, by Contract type, as of December 31, 2001 follows: UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIQUID ASSET Currently payable annuity products: DVA 80 1,451 $17.11 $ 24 DVA 1,419 16.67 24 Contracts in accumulation period: DVA 80 222,827 17.11 3,813 DVA 905,779 16.67 15,099 DVA Series 100 51,726 15.92 824 DVA Plus - Standard (pre February 2000) 785,739 16.16 12,698 DVA Plus - Standard (post January 2000 and post 2000) 231,818 15.98 3,705 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 14,053,317 15.84 222,606 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 12,017,917 15.67 188,321 DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 7,210,821 15.54 112,056 42
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIQUID ASSET (CONTINUED) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 2,858,557 $15.36 $ 43,908 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark 953,602 15.26 14,552 - Standard Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 10,759,451 15.21 163,652 Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,500,979 15.06 22,605 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 9,752,616 14.96 145,900 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 6,235,817 14.77 92,103 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 92 14.72 1 Access - Annual Ratchet (post April 2001) 329,210 14.53 4,784 Access - Max 5.5 (post April 2001), Landmark - Max 7 261,606 14.43 3,775 Access - 7% Solution (post April 2001) 131,130 14.34 1,881 Access - Max 7 (post April 2001) 255,666 14.15 3,618 Value 115,038 16.89 1,943 Access One 23,869 17.79 425 VA Option I 10,854 16.78 182 VA Option II 12,665 16.13 205 VA Option III 18,061 16.89 305 VA Bonus Option I 116,590 15.71 1,832 VA Bonus Option II 20,175 15.11 305 VA Bonus Option III 45,601 14.81 676 ES II - Max 7 (post 2000), Generations - Max 7 371,667 14.92 5,545 Landmark - 7% Solution 202,030 14.62 2,954 Advantage Option I 47,932 14.26 684 Advantage Option II 16,519 13.89 230 Advantage Option III 18,352 13.62 250 ---------------- $1,071,485 ================ 43
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIMITED MATURITY BOND Currently payable annuity products: DVA 80 $ 2,363 $20.57 $ 49 DVA 8,431 20.04 169 Contracts in accumulation period: DVA 80 24,997 20.57 514 DVA 980,533 20.04 19,650 DVA Series 100 10,239 19.14 196 DVA Plus - Standard (pre February 2000) 366,850 19.44 7,132 DVA Plus - Standard (post January 2000 and post 2000) 344,127 19.26 6,628 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,326,402 19.06 82,461 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,416,706 18.88 45,627 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,547,140 18.69 47,606 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 497,060 18.51 9,201 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 389,086 18.39 7,155 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,653,890 18.30 66,866 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 342,316 18.15 6,213 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,730,152 18.03 31,195 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,441,971 17.80 25,667 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 994 17.71 18 Access - Annual Ratchet (post April 2001) 33,099 17.48 579 Access - Max 5.5 (post April 2001), Landmark - Max 7 63,527 17.36 1,103 Access - 7% Solution (post April 2001) 14,995 17.25 259 44
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIMITED MATURITY BOND (CONTINUED) Access - Max 7 (post April 2001) 33,665 $17.02 $ 573 Value 70,078 20.32 1,424 Access One 1,261 21.41 27 ES II - Max 7 (post 2000), Generations - Max 7 177,355 17.95 3,184 Landmark - 7% Solution 32,154 17.59 566 ---------------- $ 364,062 ================ LARGE CAP VALUE Contracts in accumulation period: DVA 39,349 $10.10 $ 397 DVA Plus - Standard (pre February 2000) 135,888 10.05 1,365 DVA Plus - Standard (post January 2000 and post 2000) 356,503 10.04 3,579 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,900,664 10.02 39,084 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 4,561,875 10.01 45,664 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,783,085 9.99 17,813 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,370,680 9.98 13,679 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,400,045 9.97 13,958 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,260,906 9.96 32,478 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,513,414 9.95 15,058 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 3,603,942 9.94 35,823 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,320,852 9.93 42,905 45
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LARGE CAP VALUE (CONTINUED) Access - Annual Ratchet (post April 2001) 64,872 $9.89 $ 641 Access - Max 5.5 (post April 2001), Landmark - Max 7 261,939 9.88 2,588 Access - 7% Solution (post April 2001) 82,700 9.87 816 Access - Max 7 (post April 2001) 172,888 9.85 1,703 Value 77,937 10.12 788 Access One 185 10.20 2 ES II - Max 7 (post 2000), Generations - Max 7 609,108 9.93 6,048 Landmark - 7% Solution 111,131 9.90 1,100 ---------------- $ 275,489 ================ HARD ASSETS Currently payable annuity products: DVA 2,975 $14.88 $ 44 Contracts in accumulation period: DVA 80 34,308 15.27 524 DVA 246,318 14.88 3,665 DVA Series 100 10,367 14.21 147 DVA Plus - Standard (pre February 2000) 77,971 14.42 1,124 DVA Plus - Standard (post January 2000 and post 2000) 14,140 14.31 202 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 295,871 14.14 4,184 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 144,214 14.03 2,023 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 458,821 13.87 6,364 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 22,851 13.76 314 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 18,910 13.67 258 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 474,627 13.58 6,445 2000), Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 30,794 13.49 415 46
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) HARD ASSETS (CONTINUED) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 94,215 $13.40 $ 1,262 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 315,573 13.22 4,172 Access - Annual Ratchet (post April 2001) 8,522 12.96 110 Access - Max 5.5 (post April 2001), Landmark - Max 7 2,532 12.88 33 Access - 7% Solution (post April 2001) 6,075 12.79 78 Access - Max 7 (post April 2001) 9,098 12.63 115 Value 26,881 15.07 405 ES II - Max 7 (post 2000), Generations - Max 7 95,942 13.31 1,277 Landmark - 7% Solution 3,712 13.05 48 ---------------- $ 33,209 ================ ALL CAP Contracts in accumulation period: DVA 49,190 $11.74 $ 577 DVA Series 100 948 11.66 11 DVA Plus - Standard (pre February 2000) 124,190 11.68 1,450 DVA Plus - Standard (post January 2000 and post 2000) 251,795 11.67 2,938 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,280,223 11.65 49,864 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,977,598 11.64 46,299 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,043,716 11.62 23,748 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,200,300 11.60 13,923 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 807,562 11.59 9,359 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,995,359 11.58 46,266 Premium Plus - Max 5.5 (post January 2000) 47
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) ALL CAP (CONTINUED) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 902,603 $11.57 $ 10,443 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,722,089 11.56 31,467 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,291,400 11.54 49,522 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 778 11.53 9 Access - Annual Ratchet (post April 2001) 101,331 11.50 1,165 Access - Max 5.5 (post April 2001), Landmark - Max 7 225,937 11.49 2,596 Access - 7% Solution (post April 2001) 31,699 11.48 364 Access - Max 7 (post April 2001) 202,778 11.46 2,324 Value 55,362 11.76 651 ES II - Max 7 (post 2000), Generations - Max 7 471,202 11.55 5,442 Landmark - 7% Solution 77,843 11.51 896 ---------------- $ 299,314 ================ REAL ESTATE Currently payable annuity products: DVA 80 230 $30.67 $ 7 DVA 3,512 29.88 105 Contracts in accumulation period: DVA 80 13,962 30.67 428 DVA 349,958 29.88 10,457 DVA Series 100 6,396 28.54 183 DVA Plus - Standard (pre February 2000) 112,185 28.96 3,249 DVA Plus - Standard (post January 2000 and post 2000) 31,389 28.74 902 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 887,731 28.40 25,212 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations Deferred Ratchet 414,152 28.18 11,671 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 715,122 27.85 19,916 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 107,794 27.63 2,978 Solution (post January 2000 and post 2000) 48
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) REAL ESTATE (CONTINUED) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 77,778 $27.45 $ 2,135 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 801,893 27.27 21,868 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 101,334 27.09 2,745 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 310,014 26.91 8,342 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 474,134 26.56 12,593 Access - Annual Ratchet (post April 2001) 8,515 26.04 222 Access - Max 5.5 (post April 2001), Landmark - Max 7 7,350 25.87 190 Access - 7% Solution (post April 2001) 6,621 25.70 170 Access - Max 7 (post April 2001) 16,849 25.36 427 Value 4,235 30.28 128 Access One 74 31.90 2 ES II - Max 7 (post 2000), Generations - Max 7 81,301 26.74 2,174 Landmark - 7% Solution 2,487 26.21 65 ---------------- $ 126,169 ================ FULLY MANAGED Currently payable annuity products: DVA 80 660 $30.47 $ 20 DVA 26,524 29.68 787 Contracts in accumulation period: DVA 80 40,514 30.47 1,235 DVA 1,370,762 29.68 40,684 DVA Series 100 26,501 28.35 751 DVA Plus - Standard (pre February 2000) 453,058 28.77 13,035 DVA Plus - Standard (post January 2000 and post 2000) 152,493 28.55 4,354 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,592,779 28.22 129,608 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution . (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,279,908 27.99 63,815 49
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) FULLY MANAGED (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,679,280 $27.67 $ 101,806 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 495,196 27.44 13,588 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 477,872 27.27 13,032 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,693,130 27.09 127,137 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 531,690 26.91 14,308 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,927,532 26.74 51,542 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,940,880 26.39 51,220 Access - Annual Ratchet (post April 2001) 43,670 25.87 1,130 Access - Max 5.5 (post April 2001), Landmark - Max 7 92,605 25.70 2,380 Access - 7% Solution (post April 2001) 43,006 25.53 1,098 Access - Max 7 (post April 2001) 93,509 25.20 2,356 Value 39,680 30.08 1,194 ES II - Max 7 (post 2000), Generations - Max 7 329,417 26.56 8,749 Landmark - 7% Solution 43,865 26.04 1,142 ---------------- $ 644,971 ================ EQUITY INCOME Currently payable annuity products: DVA 80 3,201 $25.81 $ 83 DVA 33,619 25.14 845 Contracts in accumulation period: DVA 80 127,596 25.81 3,293 DVA 2,438,128 25.14 61,295 DVA Series 100 38,217 24.02 918 DVA Plus - Standard (pre February 2000) 293,213 24.37 7,146 DVA Plus - Standard (post January 2000 and post 2000) 103,145 24.18 2,494 50
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) EQUITY INCOME (CONTINUED) DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,366,040 $23.90 $ 80,448 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,599,946 23.71 37,935 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 2,377,260 23.43 55,699 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 398,073 23.25 9,255 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 410,546 23.10 9,484 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,203,913 22.94 73,498 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 387,753 22.79 8,837 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,103,378 22.65 24,992 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,364,874 22.35 30,505 Access - Annual Ratchet (post April 2001) 27,313 21.91 599 Access - Max 5.5 (post April 2001), Landmark - Max 7 107,272 21.77 2,335 Access - 7% Solution (post April 2001) 25,079 21.62 542 Access - Max 7 (post April 2001) 36,452 21.34 778 Value 31,320 25.48 798 Access One 875 26.84 23 ES II - Max 7 (post 2000), Generations - Max 7 191,974 22.50 4,320 Landmark - 7% Solution 29,036 22.06 641 ---------------- $ 416,763 ================ 51
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL APPRECIATION Currently payable annuity products: DVA 25,182 $22.43 $ 565 Contracts in accumulation period: DVA 80 17,235 22.87 394 DVA 1,442,077 22.43 32,346 DVA Series 100 21,812 21.67 473 DVA Plus - Standard (pre February 2000) 355,810 21.91 7,796 DVA Plus - Standard (post January 2000 and post 2000) 162,730 21.78 3,544 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,606,211 21.60 77,895 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,862,499 21.46 39,970 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,688,602 21.28 78,494 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 938,385 21.15 19,847 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 337,955 21.05 7,114 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,160,509 20.94 87,121 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 446,323 20.84 9,302 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,587,677 20.74 32,929 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,748,122 20.53 35,890 Access - Annual Ratchet (post April 2001) 17,631 20.23 357 Access - Max 5.5 (post April 2001), Landmark - Max 7 41,070 20.13 827 Access - 7% Solution (post April 2001) 10,853 20.03 217 52
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL APPRECIATION (CONTINUED) Access - Max 7 (post April 2001) 49,630 $19.84 $ 985 Value 46,988 22.65 1,064 ES II - Max 7 (post 2000), Generations - Max 7 138,978 20.64 2,869 Landmark - 7% Solution 10,329 20.33 210 ---------------- $ 440,209 ================ RISING DIVIDENDS Currently payable annuity products: DVA 80 675 $22.72 $ 15 DVA 8,983 22.35 201 Contracts in accumulation period: DVA 80 15,986 22.72 363 DVA 1,509,592 22.35 33,739 DVA Series 100 42,509 21.70 922 DVA Plus - Standard (pre February 2000) 979,243 21.91 21,455 DVA Plus - Standard (post January 2000 and post 2000) 181,196 21.80 3,950 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,290,570 21.65 157,841 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,737,220 21.52 37,385 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 8,520,621 21.38 182,171 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 529,164 21.26 11,250 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 752,795 21.17 15,937 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 8,865,679 21.08 186,889 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 485,828 20.99 10,198 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,489,476 20.90 31,130 53
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) RISING DIVIDENDS (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,546,448 $20.73 $ 32,058 Access - Annual Ratchet (post April 2001) 20,785 20.47 425 Access - Max 5.5 (post April 2001), Landmark - Max 7 51,722 20.39 1,055 Access - 7% Solution (post April 2001) 13,112 20.30 266 Access - Max 7 (post April 2001) 27,684 20.13 557 Value 38,906 22.54 877 Access One 48 23.30 1 ES II - Max 7 (post 2000), Generations - Max 7 118,228 20.82 2,462 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 23 20.64 - Landmark - 7% Solution 43,851 20.56 902 ---------------- $ 732,049 ================ VALUE EQUITY Currently payable annuity products: DVA 80 247 $19.10 $ 5 DVA 1,241 18.84 23 Contracts in accumulation period: DVA 80 5,894 19.10 112 DVA 311,818 18.84 5,875 DVA Series 100 13,074 18.38 240 DVA Plus - Standard (pre February 2000) 324,375 18.53 6,011 DVA Plus - Standard (post January 2000 and post 2000) 58,111 18.44 1,072 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 2,404,426 18.34 44,097 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Pre mium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 833,753 18.25 15,216 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 2,428,124 18.14 44,046 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 252,946 18.06 4,568 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 183,495 17.99 3,301 54
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) VALUE EQUITY (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 2,414,646 $ 17.92 $ 43,270 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 174,298 17.87 3,115 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 706,804 17.81 12,588 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 665,937 17.68 11,774 Access - Annual Ratchet (post April 2001) 15,882 17.49 278 Access - Max 5.5 (post April 2001), Landmark - Max 7 34,231 17.43 597 Access - 7% Solution (post April 2001) 7,195 17.36 125 Access - Max 7 (post April 2001) 50,098 17.24 864 Value 8,978 18.96 170 VA Option II 557 18.51 10 VA Option III 2 18.96 - VA Bonus Option I 4,264 18.25 78 VA Bonus Option II 644 17.86 11 VA Bonus Option III 157 17.67 3 ES II - Max 7 (post 2000), Generations - Max 7 69,963 17.74 1,241 Landmark - 7% Solution 18,689 17.55 328 1,082 18.90 21 ---------------- $ 199,039 ================ STRATEGIC EQUITY Currently payable annuity products: DVA 25,018 $ 15.06 $ 377 Contracts in accumulation period: DVA 80 20,015 15.26 306 DVA 172,533 15.06 2,598 DVA Series 100 9,142 14.73 135 55
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) STRATEGIC EQUITY (CONTINUED) DVA Plus - Standard (pre February 2000) 353,212 $14.85 $ 5,245 DVA Plus - Standard (post January 2000 and post 2000) 134,200 14.78 1,984 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,787,157 14.71 55,709 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,160,543 14.64 31,631 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,640,191 14.57 38,468 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,052,847 14.50 15,266 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 414,298 14.46 5,991 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,613,808 14.41 52,075 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 327,852 14.37 4,711 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,447,650 14.32 20,731 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,475,163 14.23 20,992 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 32 14.19 1 Access - Annual Ratchet (post April 2001) 9,284 14.10 131 Access - Max 5.5 (post April 2001), Landmark - Max 7 21,990 14.05 309 Access - 7% Solution (post April 2001) 11,976 14.01 168 Access - Max 7 (post April 2001) 32,366 13.92 451 Value 21,915 15.16 332 ES II - Max 7 (post 2000), Generations - Max 7 107,256 14.28 1,532 Landmark - 7% Solution 16,923 14.14 239 ---------------- $ 259,382 ================ 56
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) SMALL CAP Currently payable annuity products: DVA 5,271 $18.31 $ 96 Contracts in accumulation period: DVA 80 21,166 18.53 392 DVA 264,035 18.31 4,835 DVA Series 100 11,620 17.92 208 DVA Plus - Standard (pre February 2000) 408,938 18.04 7,377 DVA Plus - Standard (post January 2000 and post 2000) 189,790 17.98 3,413 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,129,781 17.87 127,409 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,714,045 17.82 48,364 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 4,908,965 17.71 86,938 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,205,577 17.65 21,278 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 534,470 17.60 9,407 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,881,594 17.55 85,672 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 525,394 17.50 9,194 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,876,959 17.44 32,734 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,918,122 17.33 33,241 Access - Annual Ratchet (post April 2001) 28,016 17.18 481 Access - Max 5.5 (post April 2001), Landmark - Max 7 77,139 17.12 1,321 Access - 7% Solution (post April 2001) 21,559 17.07 368 Access - Max 7 (post April 2001) 36,881 16.97 626 Value 96,856 18.42 1,784 Access One 1,141 18.87 22 ES II - Max 7 (post 2000), Generations - Max 7 279,566 17.39 4,862 Landmark - 7% Solution 28,511 17.23 491 ---------------- $ 480,513 ================ 57
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MANAGED GLOBAL Currently payable annuity products: DVA 8,711 $18.21 $ 159 Contracts in accumulation period: DVA 80 13,743 18.55 255 DVA 1,458,583 18.21 26,561 DVA Series 100 31,532 17.64 556 DVA Plus - Standard (pre February 2000) 485,438 17.78 8,631 DVA Plus - Standard (post January 2000 and post 2000) 203,822 17.68 3,604 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,757,558 17.54 30,828 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,775,926 17.43 30,955 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,208,565 17.30 55,508 DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 726,953 17.19 12,496 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 791,259 17.11 13,538 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium 922,271 17.03 15,706 Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 361,440 16.95 6,127 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,137,846 16.87 19,196 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,118,604 16.71 18,692 Access - Annual Ratchet (post April 2001) 24,750 16.48 408 Access - Max 5.5 (post April 2001), Landmark - Max 7 72,320 16.41 1,187 Access - 7% Solution (post April 2001) 32,608 16.33 533 Access - Max 7 (post April 2001) 55,217 16.18 893 Value 84,214 18.35 1,545 Access One 953 19.04 18 ES II - Max 7 (post 2000), Generations - Max 7 153,710 16.79 2,581 Landmark - 7% Solution 24,836 16.56 411 ---------------- $ 250,388 ================ 58
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MID-CAP GROWTH Currently payable annuity products: DVA 5,027 $32.79 $ 165 Contracts in accumulation period: DVA 80 28,311 33.27 942 DVA 836,818 32.79 27,439 DVA Series 100 14,158 31.96 453 DVA Plus - Standard (pre February 2000) 464,847 32.20 14,968 DVA Plus - Standard (post January 2000 and post 2000) 229,352 32.08 7,358 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,612,250 31.80 210,270 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,144,090 31.73 99,762 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,965,396 31.50 156,410 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 1,323,824 31.38 41,542 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 569,708 31.27 17,815 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 5,852,719 31.15 182,312 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 577,691 31.04 17,932 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,066,676 30.93 63,922 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,275,454 30.70 69,857 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 15 30.58 1 Access - Annual Ratchet (post April 2001) 32,214 30.36 978 Access - Max 5.5 (post April 2001), Landmark - Max 7 93,233 30.25 2,820 Access - 7% Solution (post April 2001) 29,442 30.14 888 Access - Max 7 (post April 2001) 50,086 29.92 1,499 Granite PrimElite - Standard 3,120 32.20 101 Granite PrimElite - Annual Ratchet 25,006 31.80 795 59
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MID-CAP GROWTH (CONTINUED) Value 74,567 $33.03 $ 2,463 Access One 53 34.01 2 ES II - Max 7 (post 2000), Generations - Max 7 217,014 30.81 6,686 Landmark - 7% Solution 29,847 30.47 910 ---------------- $ 928,290 ================ CAPITAL GROWTH Contracts in accumulation period: DVA 80 4,130 $15.15 $ 63 DVA 199,338 14.98 2,986 DVA Series 100 6,847 14.68 101 DVA Plus - Standard (pre February 2000) 519,605 14.76 7,670 DVA Plus - Standard (post January 2000 and post 2000) 117,979 14.72 1,737 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,450,279 14.64 94,432 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,780,512 14.59 25,978 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 5,716,523 14.51 82,947 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 826,425 14.47 11,959 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 388,823 14.43 5,611 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 7,379,706 14.38 106,120 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 395,575 14.34 5,673 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,586,390 14.30 22,685 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,557,258 14.21 22,129 Access - Annual Ratchet (post April 2001) 13,857 14.09 195 Access - Max 5.5 (post April 2001), Landmark - Max 7 63,924 14.05 898 60
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL GROWTH (CONTINUED) Access - 7% Solution (post April 2001) 45,184 $14.01 $ 633 Access - Max 7 (post April 2001) 35,301 13.93 492 Value 71,346 15.07 1,075 ES II - Max 7 (post 2000), Generations - Max 7 115,782 14.26 1,651 Landmark - 7% Solution 28,215 14.13 399 ---------------- $ 395,434 ================ RESEARCH Contracts in accumulation period: DVA 80 5,149 $21.34 $ 110 DVA 223,037 21.03 4,690 DVA Series 100 15,556 20.50 319 DVA Plus - Standard (pre February 2000) 519,229 20.65 10,722 DVA Plus - Standard (post January 2000 and post 2000) 165,278 20.58 3,401 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,316,945 20.44 149,558 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,427,133 20.36 49,416 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 6,799,019 20.21 137,408 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,029,430 20.13 20,722 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 792,239 20.05 15,884 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 7,706,338 19.98 153,973 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 588,415 19.91 11,715 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,666,295 19.84 33,059 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,829,741 19.69 36,028 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 23 19.62 - Access - Annual Ratchet (post April 2001) 25,925 19.48 505 61
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) RESEARCH (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 85,348 $19.40 $ 1,656 Access - 7% Solution (post April 2001) 35,638 19.33 689 Access - Max 7 (post April 2001) 49,977 19.19 959 Granite PrimElite - Standard 2,993 20.66 62 Granite PrimElite - Annual Ratchet 32,689 20.44 668 Value 78,637 21.19 1,666 VA Option II 4,166 20.65 86 VA Option III 1,497 21.03 31 VA Bonus Option I 7,932 20.35 161 VA Bonus Option II 9,494 19.91 189 VA Bonus Option III 1,675 19.69 33 ES II - Max 7 (post 2000), Generations - Max 7 167,034 19.77 3,302 Landmark - 7% Solution 33,529 19.55 655 2,097 21.11 44 ----------------- $ 637,711 ================= TOTAL RETURN Contracts in accumulation period: DVA 80 3,320 $21.47 $ $72 DVA 231,273 21.16 4,894 DVA Series 100 4,503 20.62 93 DVA Plus - Standard (pre February 2000) 715,333 20.78 14,865 DVA Plus - Standard (post January 2000 and post 2000) 307,521 20.70 6,366 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 9,253,395 20.55 190,157 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,612,214 20.48 73,978 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 6,331,856 20.33 128,727 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 856,471 20.25 17,344 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 915,770 20.18 18,480 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 9,559,265 20.10 192,141 Premium Plus - Max 5.5 (post January 2000) 62
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) TOTAL RETURN (CONTINUED) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 934,683 $20.03 $ 18,722 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,673,135 19.96 53,356 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,637,733 19.81 52,254 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 470 19.74 9 Access - Annual Ratchet (post April 2001) 48,787 19.59 956 Access - Max 5.5 (post April 2001), Landmark - Max 7 203,036 19.52 3,963 Access - 7% Solution (post April 2001) 62,233 19.45 1,211 Access - Max 7 (post April 2001) 77,305 19.30 1,492 Granite PrimElite - Standard 3,850 20.78 80 Granite PrimElite - Annual Ratchet 24,514 20.56 504 Value 104,593 21.32 2,230 Access One 243 21.94 5 ES II - Max 7 (post 2000), Generations - Max 7 338,408 19.88 6,728 Landmark - 7% Solution 91,026 19.66 1,790 VA Option I 23,176 21.24 492 VA Option II 22,001 20.77 457 VA Option III 4,628 21.16 98 VA Bonus Option I 41,845 20.47 857 VA Bonus Option II 43,753 20.03 877 VA Bonus Option III 8,837 19.81 175 Advantage Option I 335 19.39 7 Advantage Option II 529 19.11 10 Advantage Option III 190 18.90 4 ---------------- $ 793,394 ================ GROWTH Contracts in accumulation period: DVA 80 25,741 $15.68 $ 404 DVA 492,815 15.50 7,639 DVA Series 100 20,294 15.18 308 DVA Plus - Standard (pre February 2000) 747,104 15.28 11,416 DVA Plus - Standard (post January 2000 and post 2000) 478,470 15.23 7,287 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 16,739,731 15.14 253,441 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 6,476,226 15.10 97,791 63
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) GROWTH (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 11,192,041 $15.01 $ 167,993 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 3,005,289 14.97 44,990 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,236,744 14.93 18,465 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 15,394,399 14.88 229,070 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,104,093 14.84 16,385 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 5,132,970 14.79 75,918 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,093,893 14.71 60,222 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 31 14.66 1 Value 132,904 15.59 2,072 Access One 808 15.95 13 Access - Annual Ratchet (post April 2001) 37,524 14.58 547 Access - Max 5.5 (post April 2001), Landmark - Max 7 126,140 14.54 1,834 Access - 7% Solution (post April 2001) 50,456 14.49 731 Access - Max 7 (post April 2001) 58,239 14.41 839 ES II - Max 7 (post 2000), Generations - Max 7 332,353 14.75 4,902 Landmark - 7% Solution 42,687 14.62 624 ---------------- $1,002,892 ================ CORE BOND Contracts in accumulation period: DVA 80 1 $12.39 $ - DVA 15,512 12.21 189 DVA Plus - Standard (pre February 2000) 97,048 11.99 1,164 DVA Plus - Standard (post January 2000 and post 2000) 72,163 11.94 862 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,667,406 11.86 19,776 64
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CORE BOND (CONTINUED) DVAPlus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,400,288 $11.81 $ 16,538 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 813,385 11.72 9,533 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 227,468 11.68 2,657 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 244,510 11.64 2,846 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,575,824 11.60 18,280 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 328,907 11.55 3,799 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 957,821 11.51 11,025 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,352,199 11.43 15,456 Access - Annual Ratchet (post April 2001) 45,492 11.30 514 Access - Max 5.5 (post April 2001), Landmark - Max 7 221,684 11.26 2,496 Access - 7% Solution (post April 2001) 75,861 11.22 851 Access - Max 7 (post April 2001) 70,209 11.14 782 Value 18,021 12.30 222 ES II - Max 7 (post 2000), Generations - Max 7 153,360 11.47 1,759 Landmark - 7% Solution 160,007 11.35 1,816 VA Option I 42,619 12.25 522 VA Option II 24,543 11.99 294 VA Option III 7,501 12.21 92 VA Bonus Option I 169,853 11.81 2,006 VA Bonus Option II 111,130 11.55 1,284 VA Bonus Option III 20,362 11.43 233 ---------------- $ 114,996 ================ 65
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) DEVELOPING WORLD Currently payable annuity products: DVA 15,984 $7.19 $ 115 Contracts in accumulation period: DVA 80 17,006 7.25 123 DVA 567,759 7.19 4,082 DVA Series 100 18,759 7.09 133 DVA Plus - Standard (pre February 2000) 256,486 7.12 1,826 DVA Plus - Standard (post January 2000 and post 2000) 145,023 7.11 1,031 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 2,270,963 7.08 16,079 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,495,432 7.07 10,573 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,610,889 7.04 11,341 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 673,090 7.03 4,732 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 203,418 7.01 1,426 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,380,293 7.00 9,662 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 138,409 6.98 966 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 640,404 6.97 4,464 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 509,513 6.94 3,536 Access - Annual Ratchet (post April 2001) 32,141 6.90 222 Access - Max 5.5 (post April 2001), Landmark - Max 7 52,358 6.89 361 Access - 7% Solution (post April 2001) 9,242 6.87 64 Access - Max 7 (post April 2001) 28,075 6.85 192 Value 38,465 7.22 278 ES II - Max 7 (post 2000), Generations - Max 7 27,104 6.96 189 Landmark - 7% Solution 10,205 6.92 71 ---------------- $ 71,466 ================ 66
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) ASSET ALLOCATION GROWTH Contracts in accumulation period: DVA 3,236 $8.69 $ 28 DVA Plus - Standard (pre February 2000) 37,771 8.66 327 DVA Plus - Standard (post January 2000 and post 2000) 49,658 8.65 429 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 584,327 8.64 5,048 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,123,696 8.64 9,709 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 150,928 8.62 1,301 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 221,600 8.62 1,910 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 279,947 8.61 2,410 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 531,855 8.61 4,579 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 318,190 8.60 2,736 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 836,215 8.60 7,191 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,087,070 8.59 9,338 Access - Annual Ratchet (post April 2001) 32,417 8.57 278 Access - Max 5.5 (post April 2001), Landmark - Max 7 158,518 8.56 1,357 Access - 7% Solution (post April 2001) 24,972 8.56 214 Access - Max 7 (post April 2001) 43,463 8.55 372 Value 7,139 8.70 62 ES II - Max 7 (post 2000), Generations - Max 7 198,228 8.59 1,703 Landmark - 7% Solution 29,181 8.58 250 ---------------- $ 49,242 ================ 67
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) DIVERSIFIED MID-CAP Contracts in accumulation period: DVA 8,410 $9.14 $ 77 DVA Plus - Standard (pre February 2000) 35,636 9.11 325 DVA Plus - Standard (post January 2000 and post 2000) 53,163 9.10 484 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 685,330 9.09 6,230 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 959,092 9.09 8,718 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 261,790 9.08 2,377 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 264,852 9.07 2,402 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 390,858 9.06 3,541 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 722,318 9.06 6,544 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 335,910 9.05 3,040 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 815,848 9.04 7,375 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,385,135 9.04 12,522 Access - Annual Ratchet (post April 2001) 30,404 9.02 274 Access - Max 5.5 (post April 2001), Landmark - Max 7 76,525 9.01 690 Access - 7% Solution (post April 2001) 17,789 9.01 160 Access - Max 7 (post April 2001) 78,758 8.99 708 Value 6,132 9.15 56 ES II - Max 7 (post 2000), Generations - Max 7 233,654 9.04 2,112 Landmark - 7% Solution 19,800 9.02 179 ---------------- $ 57,814 ================ 68
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) INVESTORS Contracts in accumulation period: DVA 2,969 $10.71 $ 31 DVA Plus - Standard (pre February 2000) 62,733 10.66 668 DVA Plus - Standard (post January 2000 and post 2000) 136,519 10.65 1,454 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 952,473 10.63 10,124 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,224,296 10.62 13,002 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 533,884 10.60 5,659 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 353,861 10.59 3,747 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 401,684 10.58 4,250 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 1,410,056 10.57 14,904 Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 384,799 10.56 4,063 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 820,331 10.55 8,654 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,766,107 10.52 18,579 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 847 10.52 9 Access - Annual Ratchet (post April 2001) 50,350 10.49 528 Access - Max 5.5 (post April 2001), Landmark - Max 7 136,482 10.48 1,430 Access - 7% Solution (post April 2001) 16,003 10.47 167 Access - Max 7 (post April 2001) 96,447 10.45 1,008 Value 38,219 10.73 410 ES II - Max 7 (post 2000), Generations - Max 7 221,246 10.54 2,332 Landmark - 7% Solution 36,288 10.51 381 ---------------- $ 91,400 ================ 69
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) GROWTH AND INCOME Contracts in accumulation period: DVA 10,036 $8.92 $ 89 DVA Plus - Standard (pre February 2000) 87,647 8.89 779 DVA Plus - Standard (post January 2000 and post 2000) 107,396 8.88 954 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,073,857 8.87 9,525 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,698,200 8.86 15,046 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 470,484 8.86 4,168 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 295,863 8.85 2,618 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 480,294 8.85 4,251 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,431,166 8.84 12,652 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 638,395 8.83 5,637 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,282,148 8.83 11,321 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,016,515 8.82 17,786 Access - Annual Ratchet (post April 2001) 41,233 8.80 363 Access - Max 5.5 (post April 2001), Landmark - Max 7 164,770 8.79 1,448 Access - 7% Solution (post April 2001) 26,572 8.79 234 Access - Max 7 (post April 2001) 80,339 8.78 705 Value 32,527 8.93 290 ES II - Max 7 (post 2000), Generations - Max 7 297,442 8.82 2,623 Landmark - 7% Solution 56,788 8.80 500 VA Option I 45,955 8.92 410 VA Option II 26,626 8.89 237 VA Option III 4,948 8.87 44 VA Bonus Option I 62,913 8.87 558 70
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GROWTH AND INCOME (CONTINUED) VA Bonus Option II 35,491 $8.83 $ 313 VA Bonus Option III 19,211 8.82 169 ----------------- $ 92,720 ================= SPECIAL SITUATIONS Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 7,214 $8.34 $ 60 DVA Plus - Standard (post January 2000 and post 2000) 57,110 8.33 476 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 368,091 8.32 3,063 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 538,056 8.32 4,477 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre 158,129 8.31 1,314 February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution 132,268 8.30 1,098 (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 151,551 8.30 1,258 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium 389,304 8.29 3,227 Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 197,278 8.29 1,635 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 319,420 8.28 2,645 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 420,371 8.27 3,476 Access - Annual Ratchet (post April 2001) 7,008 8.25 58 Access - Max 5.5 (post April 2001), Landmark - Max 7 38,065 8.25 314 Access - 7% Solution (post April 2001) 5,305 8.24 44 Access - Max 7 (post April 2001) 5,941 8.23 49 Value 3,563 8.38 30 ES II - Max 7 (post 2000), Generations - Max 7 116,186 8.28 962 Landmark - 7% Solution 16,846 8.26 139 ----------------- $ 24,325 ================= 71
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNET TOLLKEEPER Contracts in accumulation period: DVA 1,708 $7.64 $ 13 DVA Series 100 1,522 7.62 12 DVA Plus - Standard (pre February 2000) 174 7.63 1 DVA Plus - Standard (post January 2000 and post 2000) 3,316 7.62 25 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 47,817 7.62 364 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 89,535 7.61 681 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 36,478 7.61 278 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 12,070 7.61 92 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 35,022 7.60 266 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 87,897 7.60 668 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 69,117 7.60 525 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 46,906 7.60 357 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 162,626 7.59 1,234 Access - Annual Ratchet (post April 2001) 9,038 7.58 69 Access - Max 5.5 (post April 2001), Landmark - Max 7 23,594 7.58 179 Access - 7% Solution (post April 2001) 14,867 7.58 113 Access - Max 7 (post April 2001) 12,668 7.57 96 Value 4,138 7.64 32 ES II - Max 7 (post 2000), Generations - Max 7 44,111 7.59 335 Landmark - 7% Solution 6,460 7.59 49 ---------------- $ 5,389 ================ 72
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNATIONAL EQUITY Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,073,421 $8.66 $ 43,936 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,053,050 8.70 9,162 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,043,470 8.65 17,676 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,265,057 8.62 10,905 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 66,132 8.60 569 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,631,066 8.57 39,688 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 100,590 8.55 860 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 953,619 8.52 8,125 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,403,293 8.47 11,886 Access - Max 5.5 (post April 2001), Landmark - Max 7 2,399 $8.37 20 Value 53,479 8.98 480 ES II - Max 7 (post 2000), Generations - Max 7 88,668 8.50 754 Landmark - 7% Solution 2 8.42 - ---------------- $ 144,061 ================ 73
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM WORLDWIDE GROWTH Contracts in accumulation period: DVA 1,988 $7.07 $ 14 DVA Plus - Standard (pre February 2000) 9,163 7.04 65 DVA Plus - Standard (post January 2000 and post 2000) 41,855 7.04 295 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 306,137 7.02 2,149 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 479,640 7.02 3,367 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 112,980 7.01 792 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 135,471 7.00 948 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 158,546 6.99 1,108 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 247,751 6.99 1,732 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 169,312 6.98 1,182 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 468,772 6.98 3,272 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 477,958 6.96 3,326 Access - Annual Ratchet (post April 2001) 30,233 6.95 210 Access - Max 5.5 (post April 2001), Landmark - Max 7 46,283 6.94 321 Access - 7% Solution (post April 2001) 20,405 6.93 141 Access - Max 7 (post April 2001) 27,011 6.92 187 Value 18,443 7.08 131 ES II - Max 7 (post 2000), Generations - Max 7 75,724 6.97 528 Landmark - 7% Solution 15,369 6.95 107 VA Option I 3,190 7.08 23 VA Option II 1,875 7.04 13 74
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM WORLDWIDE GROWTH (CONTINUED) VA Option III 1,275 $7.02 $ 9 VA Bonus Option I 3,087 7.02 22 VA Bonus Option II 7,572 6.98 53 VA Bonus Option III 2,697 6.96 19 ---------------- $ 20,014 ================ PILGRIM GROWTH OPPORTUNITIES Contracts in accumulation period: DVA 508 $7.81 $ 4 DVA Plus - Standard (pre February 2000) 128 7.80 1 DVA Plus - Standard (post January 2000 and post 2000) 2,631 7.80 21 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 82,839 7.79 645 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 83,426 7.79 650 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 19,161 7.78 149 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 17,748 7.78 138 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 50,782 7.78 395 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 51,380 7.78 400 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 27,449 7.77 213 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 74,652 7.77 580 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 182,159 7.76 1,414 Access - Annual Ratchet (post April 2001) 6,308 7.76 49 Access - Max 5.5 (post April 2001), Landmark - Max 7 6,269 7.75 49 75
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM GROWTH OPPORTUNITIES (CONTINUED) Access - 7% Solution (post April 2001) 2,927 $7.75 $ 23 Access - Max 7 (post April 2001) 5,214 7.75 40 Value 1,330 7.82 10 ES II - Max 7 (post 2000), Generations - Max 7 52,668 7.77 409 Landmark - 7% Solution 3,796 7.76 29 ---------------- $ 5,219 ================ PILGRIM MAGNACAP Contracts in accumulation period: DVA 14,602 $9.38 $ 137 DVA Plus - Standard (pre February 2000) 1,128 9.36 11 DVA Plus - Standard (post January 2000 and post 2000) 3,691 9.36 35 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 38,846 9.35 363 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 91,138 9.35 852 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 7,517 9.34 70 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,693 9.34 44 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 28,170 9.34 263 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 76,115 9.33 710 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 24,770 9.33 231 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 102,247 9.33 954 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 117,705 9.32 1,097 Access - Annual Ratchet (post April 2001) 11,483 9.31 107 76
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM MAGNACAP (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 10,474 $9.31 $ 98 Access - 7% Solution (post April 2001) 4,684 9.31 44 Access - Max 7 (post April 2001) 11,700 9.30 109 Value 1,964 9.39 18 ES II - Max 7 (post 2000), Generations - Max 7 19,437 9.33 181 Landmark - 7% Solution 6,880 9.32 64 VA Option I 549 9.38 5 VA Option II 97 9.36 1 VA Bonus Option I 869 9.35 8 ---------------- $ 5,402 ================ PILGRIM SMALLCAP OPPORTUNITIES Contracts in accumulation period: DVA 3,234 $8.35 $ 27 DVA Plus - Standard (pre February 2000) 3,816 8.34 32 DVA Plus - Standard (post January 2000 and post 2000) 20,998 8.34 175 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 180,638 8.33 1,505 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 267,587 8.32 2,226 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 61,323 8.32 510 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 59,195 8.32 492 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 111,946 8.32 931 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 188,337 8.31 1,565 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 79,269 8.31 659 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 222,328 8.30 1,845 77
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM SMALLCAP OPPORTUNITIES (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 253,382 $8.30 $ 2,103 Access - Annual Ratchet (post April 2001) 21,419 8.30 178 Access - Max 5.5 (post April 2001), Landmark - Max 7 45,115 8.29 374 Access - 7% Solution (post April 2001) 6,290 8.29 52 Access - Max 7 (post April 2001) 29,301 8.28 242 Value 16,287 8.36 136 ES II - Max 7 (post 2000), Generations - Max 7 141,397 8.30 1,174 Landmark - 7% Solution 25,433 8.30 211 ---------------- $ 14,437 ================ PILGRIM CONVERTIBLE CLASS Contracts in accumulation period: VA Option I 37 $10.52 $ - VA Option II 12,767 10.51 134 VA Bonus Option I 2,059 10.50 22 VA Bonus Option II 2,911 10.48 31 VA Bonus Option III 415 10.47 4 Advantage Option I 246 10.46 3 ---------------- $ 194 ================ PILGRIM GROWTH AND INCOME Contracts in accumulation period: VA Option I 4,658 $10.45 $ 48 VA Option II 4,575 10.43 48 VA Option III 1,794 10.43 19 VA Bonus Option I 2,452 10.42 26 VA Bonus Option II 826 10.41 8 VA Bonus Option III 508 10.40 5 Advantage Option III 172 10.37 2 ---------------- $ 156 ================ PILGRIM LARGECAP GROWTH Contracts in accumulation period: VA Option I 2,762 $9.62 $ 27 VA Option II 10,314 9.60 99 VA Option III 2,947 9.60 28 VA Bonus Option I 19,732 9.59 189 VA Bonus Option II 19,228 9.58 184 VA Bonus Option III 661 9.57 6 ---------------- $ 533 ================ 78
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO HIGH YIELD BOND Contracts in accumulation period: DVA 80 1 $10.33 $ - DVA 90,862 10.25 931 DVA Series 100 944 10.12 10 DVA Plus - Standard (pre February 2000) 287,228 10.16 2,918 DVA Plus - Standard (post January 2000 and post 2000) 199,285 10.14 2,021 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,836,178 10.10 58,945 DVAPlus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,641,283 10.08 26,624 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,198,237 10.05 32,142 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 673,993 10.03 6,760 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 581,040 10.01 5,816 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 5,191,930 9.99 51,867 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 489,627 9.97 4,882 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,847,565 9.95 18,383 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,858,684 9.91 18,420 Access - Annual Ratchet (post April 2001) 54,726 9.86 540 Access - Max 5.5 (post April 2001), Landmark - Max 7 118,177 9.84 1,163 Access - 7% Solution (post April 2001) 27,443 9.82 269 Access - Max 7 (post April 2001) 92,431 9.79 905 Value 56,470 10.30 582 Access One 178 10.44 2 ES II - Max 7 (post 2000), Generations - Max 7 217,554 9.93 2,160 Landmark - 7% Solution 42,157 9.88 417 79
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO HIGH YIELD BOND (CONTINUED) VA Option I 1,801 $10.27 $ 18 VA Option II 7,569 10.16 77 VA Option III 437 10.10 4 VA Bonus Option I 18,670 10.08 188 VA Bonus Option II 21,063 9.97 210 VA Bonus Option III 8,662 9.91 86 Advantage Option I 263 9.81 3 ---------------- $ 236,343 ================ PIMCO STOCKSPLUS GROWTH AND INCOME Contracts in accumulation period: DVA 80 398 $10.46 $ 4 DVA 99,953 10.39 1,038 DVA Series 100 2,440 10.25 25 DVA Plus - Standard (pre February 2000) 218,233 10.29 2,246 DVA Plus - Standard (post January 2000 and post 2000) 146,243 10.27 1,502 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,825,877 10.24 59,657 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,222,192 10.21 22,688 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,054,658 10.18 41,276 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 614,802 10.16 6,246 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 468,627 10.14 4,752 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 6,171,296 10.12 62,453 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 441,295 10.10 4,457 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,789,954 10.08 18,043 80
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO STOCKSPLUS GROWTH AND INCOME (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,325,932 $10.04 $ 13,312 Access - Annual Ratchet (post April 2001) 10,158 9.99 101 Access - Max 5.5 (post April 2001), Landmark - Max 7 61,575 9.97 614 Access - 7% Solution (post April 2001) 20,309 9.95 202 Access - Max 7 (post April 2001) 74,639 9.91 740 Value 15,385 10.42 160 ES II - Max 7 (post 2000), Generations - Max 7 126,058 10.06 1,268 Landmark - 7% Solution 28,122 10.01 281 ---------------- $ 241,065 ================ PRUDENTIAL JENNISON Contracts in accumulation period: DVA 7,943 $6.34 $ 50 DVA Plus - Standard (pre February 2000) 17,257 6.31 109 DVA Plus - Standard (post January 2000 and post 2000) 136,978 6.31 864 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,264,693 6.30 7,968 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,272,891 6.29 8,007 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 417,345 6.28 2,621 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 244,934 6.28 1,538 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 201,082 6.27 1,261 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,001,521 6.26 6,270 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 273,111 6.26 1,710 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,102,268 6.25 6,889 81
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PRUDENTIAL JENNISON (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,029,815 $6.24 $ 6,426 Access - Annual Ratchet (post April 2001) 21,785 6.23 136 Access - Max 5.5 (post April 2001), Landmark - Max 7 70,772 6.22 440 Access - 7% Solution (post April 2001) 14,542 6.22 91 Access - Max 7 (post April 2001) 88,316 6.21 549 Value 6,717 6.35 43 ES II - Max 7 (post 2000), Generations - Max 7 107,206 6.25 670 Landmark - 7% Solution 28,394 6.23 177 VA Option I 159 6.34 1 VA Option II 3,710 6.31 24 VA Bonus Option I 6,637 6.29 42 VA Bonus Option II 13,955 6.26 87 VA Bonus Option III 1,752 6.24 11 Advantage Option I 1,081 6.21 7 ---------------- $ 45,991 ================ SP JENNISON INTERNATIONAL GROWTH Contracts in accumulation period: DVA 305 $5.44 $ 2 DVA Plus - Standard (pre February 2000) 15,970 5.42 87 DVA Plus - Standard (post January 2000 and post 2000) 67,611 5.42 367 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 294,591 5.41 1,594 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 385,100 5.41 2,083 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 101,972 5.40 551 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 42,845 5.40 231 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 109,343 5.39 589 82
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SP JENNISON INTERNATIONAL GROWTH (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 214,255 $5.39 $ 1,155 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 146,026 5.39 787 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 212,147 5.38 1,141 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 320,127 5.37 1,719 Access - Annual Ratchet (post April 2001) 11,907 5.36 64 Access - Max 5.5 (post April 2001), Landmark - Max 7 86,395 5.36 463 Access - 7% Solution (post April 2001) 3,450 5.36 19 Access - Max 7 (post April 2001) 24,815 5.35 133 Value 22,797 5.44 124 ES II - Max 7 (post 2000), Generations - Max 7 19,406 5.38 104 Landmark - 7% Solution 14,879 5.37 80 VA Option I 131 5.44 1 VA Option II 419 5.42 2 VA Bonus Option I 1,922 5.41 10 VA Bonus Option II 141 5.39 1 VA Bonus Option III 466 5.37 3 ---------------- $ 11,310 ================ APPRECIATION Contracts in accumulation period: Granite PrimElite - Standard 415 $17.22 $ 7 Granite PrimElite - Annual Ratchet 41,993 17.07 716 ---------------- $ 723 ================ SMITH BARNEY HIGH INCOME Contracts in accumulation period: Granite PrimElite - Standard 4,203 $11.94 $ 50 Granite PrimElite - Annual Ratchet 27,019 11.82 320 ---------------- $ 370 ================ SMITH BARNEY LARGE CAP VALUE Contracts in accumulation period: Granite PrimElite - Standard 2,902 $19.35 $ 56 Granite PrimElite - Annual Ratchet 26,471 19.16 507 ---------------- $ 563 ================ 83
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMITH BARNEY INTERNATIONAL ALL CAP GROWTH Contracts in accumulation period: Granite PrimElite - Standard 1,951 $12.16 $ 24 Granite PrimElite - Annual Ratchet 22,932 12.04 276 ---------------- $ 300 ================ SMITH BARNEY MONEY MARKET Contracts in accumulation period: Granite PrimElite - Standard 9,433 $12.68 $ 120 Granite PrimElite - Annual Ratchet 8,053 12.55 101 ---------------- $ 221 ================ ASSET ALLOCATION Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 12,953 $9.84 $ 127 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 71,708 9.83 705 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,757 9.80 47 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 9,458 9.79 93 Solution (post January 2000 and post 2000) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 17,516 9.77 171 Premium Plus - Max 5.5 (post January 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 11,977 9.75 117 ---------------- $ 1,260 ================ 84
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) EQUITY Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,687 $9.21 $ 62 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 47,169 9.20 434 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 10,523 9.18 97 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 3,013 9.17 28 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 5,671 9.14 52 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 14,708 9.12 134 ---------------- $ 807 ================ GALAXY GROWTH AND INCOME Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,565 $10.40 $58 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 7,205 10.39 75 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 896 10.37 9 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,438 10.35 15 Solution (post January 2000 and post 2000) 85
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GALAXY GROWTH AND INCOME (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,507 $10.33 $ 36 Premium Plus - Max 5.5 (post January 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 785 10.31 8 ---------------- $ 201 ================ HIGH QUALITY BOND Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 8,082 $11.70 $ 95 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,443 11.69 29 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 959 11.65 11 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,476 11.60 17 ---------------- $ 152 ================ SMALL COMPANY GROWTH Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,744 $13.14 $ 23 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,321 13.12 17 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,508 13.09 20 (pre February 2000), ES II - 5.5% Solution (post 2000) 86
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMALL COMPANY GROWTH (CONTINUED) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 973 $13.08 $ 13 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 792 13.02 10 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 99 12.99 1 ---------------- $ 84 ================ ALLIANCE BERNSTEIN VALUE Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 508 $10.01 $ 5 Solution (post January 2000 and post 2000) VA Option I 10,325 10.05 104 VA Option II 3,654 10.03 37 VA Option III 5,388 10.03 54 VA Bonus Option I 10,643 10.02 107 VA Bonus Option II 17,506 10.01 175 VA Bonus Option III 5,924 10.00 59 Advantage Option I 669 9.99 6 Advantage Option II 4,856 9.98 48 ---------------- $ 595 ================ ALLIANCE GROWTH AND INCOME Contracts in accumulation period: VA Option I 20,342 $9.61 $ 195 VA Option II 31,407 9.60 302 VA Option III 6,642 9.60 64 VA Bonus Option I 47,693 9.59 457 VA Bonus Option II 55,989 9.58 536 VA Bonus Option III 10,312 9.57 99 ---------------- $ 1,653 ================ 87
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PREMIER GROWTH Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 321 $9.55 $ 3 Solution (post January 2000 and post 2000) VA Option I 7,037 9.58 68 VA Option II 44,632 9.57 427 VA Option III 3,508 9.57 34 VA Bonus Option I 20,008 9.56 191 VA Bonus Option II 27,531 9.55 263 VA Bonus Option III 5,206 9.54 50 Advantage Option I 773 9.53 7 Advantage Option II 5,078 9.52 48 ---------------- $ 1,091 ================ GET FUND - SERIES N Contracts in accumulation period: VA Option I 393,214 $10.28 $ 4,042 VA Option II 240,885 10.27 2,474 VA Option III 118,456 10.27 1,217 VA Bonus Option I 10.26 10,440 1,017,518 VA Bonus Option II 721,740 10.25 7,398 VA Bonus Option III 517,235 10.24 5,297 ---------------- $ 30,868 ================ GET FUND - SERIES P Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 71,533 $10.02 $ 717 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 10,501 10.01 105 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5% 3,705 10.01 37 VA Option I 1,784,901 10.04 17,920 VA Option II 952,184 10.03 9,550 VA Option III 514,337 10.02 5,154 VA Bonus Option I 5,669,614 10.02 56,810 VA Bonus Option II 3,733,809 10.01 37,376 VA Bonus Option III 2,357,273 10.01 23,596 Advantage Option I 114,881 10.00 1,149 Advantage Option II 35,943 9.99 359 Advantage Option III 27,231 9.99 272 ---------------- $ 153,045 ================ 88
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GET FUND - SERIES Q Contracts in accumulation period: VA Option I 24,230 $10.00 $ 242 VA Option II 21,339 10.00 213 VA Bonus Option I 45,829 10.00 458 VA Bonus Option II 87,706 10.00 877 VA Bonus Option III 11,367 10.00 114 ---------------- $ 1,904 ================ VALUE OPPORTUNITY Contracts in accumulation period: VA Option I 1,584 $9.04 $ 14 VA Option II 1,858 9.03 17 VA Bonus Option I 10,936 9.02 99 VA Bonus Option II 15,561 9.01 140 VA Bonus Option III 3,112 9.00 28 ---------------- $ 298 ================ INDEX PLUS LARGE CAP Contracts in accumulation period: VA Option I 16,897 $9.40 $ 159 VA Option II 7,036 9.38 66 VA Option III 24,809 9.39 233 VA Bonus Option I 27,003 9.38 253 VA Bonus Option II 6,121 9.36 57 VA Bonus Option III 4,667 9.36 44 ---------------- $ 812 ================ INDEX PLUS MID CAP Contracts in accumulation period: VA Option I 25,943 $9.91 $ 257 VA Option II 10,835 9.90 107 VA Option III 3,276 9.90 32 VA Bonus Option I 14,892 9.89 147 VA Bonus Option II 23,563 9.87 233 VA Bonus Option III 4,407 9.87 44 ---------------- $ 820 ================ INDEX PLUS SMALL CAP Contracts in accumulation period: VA Option I 18,193 $10.11 $ 184 VA Option II 6,817 10.10 69 VA Option III 795 10.11 8 VA Bonus Option I 28,552 10.09 288 VA Bonus Option II 7,283 10.07 73 VA Bonus Option III 5,763 10.07 58 ---------------- $ 680 ================ 89
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) AIM V.I. DENT DEMOGRAPHIC TRENDS Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 16,786 $10.99 $ 184 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 23,503 10.99 258 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 77,645 10.99 853 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,822 10.99 20 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 9,170 10.99 101 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 51,753 10.99 569 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 4,183 10.99 46 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 7,111 10.98 78 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 119,539 10.98 1,313 Access - Annual Ratchet (post April 2001) 270 10.98 3 Access - 7% Solution (post April 2001) 228 10.98 3 Access - Max 7 (post April 2001) 724 10.97 8 ES II - Max 7 (post 2000), Generations - Max 7 7,383 10.98 81 Landmark - 7% Solution 1,155 10.98 13 VA Option I 982 11.00 11 VA Bonus Option I 167 10.99 2 VA Bonus Option III 670 10.98 7 ---------------- $ 3,550 ================ 90
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) AIM V.I. GROWTH Contracts in accumulation period: VA Option I 309 $10.35 $ 3 VA Option II 7,677 10.34 79 VA Bonus Option II 34,765 10.33 359 VA Bonus Option III 146 10.32 2 ---------------- $ 443 ================ BRINSON TACTICAL ALLOCATION Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 536 $9.39 $ 5 Solution (post January 2000 and post 2000) VA Option I 31,473 9.42 296 VA Option II 4,853 9.41 46 VA Option III 1,093 9.41 10 VA Bonus Option I 16,438 9.40 155 VA Bonus Option II 24,146 9.38 226 VA Bonus Option III 4,485 9.38 42 Advantage Option I 713 9.37 7 ---------------- $ 787 ================ EQUITY-INCOME Contracts in accumulation period: VA Option I 26,225 $9.61 $ 252 VA Option II 21,430 9.60 206 VA Option III 6,165 9.60 59 VA Bonus Option I 99,509 9.59 954 VA Bonus Option II 39,753 9.57 380 VA Bonus Option III 9,493 9.57 91 Advantage Option I 681 9.55 7 ---------------- $ 1,949 ================ GROWTH Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 652 $9.25 $ 6 VA Option I 14,042 9.29 130 VA Option II 9,484 9.28 88 VA Option III 3,394 9.29 32 VA Bonus Option I 21,879 9.27 203 VA Bonus Option II 16,676 9.26 154 VA Bonus Option III 8,648 9.25 80 ---------------- $ 693 ================ 91
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) CONTRAFUND Contracts in accumulation period: VA Option I 23,962 $9.73 $ 233 VA Option II 31,173 9.71 303 VA Option III 309 9.72 3 VA Bonus Option I 23,738 9.70 230 VA Bonus Option II 34,448 9.69 334 VA Bonus Option III 8,281 9.68 80 ---------------- $ 1,183 ================ FINANCIAL SERVICES Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 2,766 $9.37 $ 26 DVA Plus - Standard (post January 2000 and post 2000) 4,734 9.37 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 28,966 9.37 272 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 37,443 9.36 350 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 23,862 9.36 223 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 8,703 9.36 81 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 5,433 9.35 51 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 45,911 9.35 429 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 3,522 9.35 33 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 18,560 9.35 174 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 18,432 9.34 172 92
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) FINANCIAL SERVICES (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 3,260 $9.33 $ 30 Access - 7% Solution (post April 2001) 3,752 9.33 35 Access - Max 7 (post April 2001) 107 9.33 1 ES II - Max 7 (post 2000), Generations - Max 7 677 9.35 6 Landmark - 7% Solution 1,385 9.34 13 VA Option I 7,644 9.39 72 VA Option II 8,008 9.37 75 VA Option III 1,095 9.37 10 VA Bonus Option I 9,779 9.36 92 VA Bonus Option II 17,709 9.35 166 VA Bonus Option III 4,900 9.34 46 Advantage Option I 277 9.33 3 ---------------- $ 2,404 ================ HEALTH SCIENCES Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 9,245 $10.28 $ 95 DVA Plus - Standard (post January 2000 and post 2000) 2,712 10.28 28 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 20,414 10.27 209 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 38,465 10.27 395 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 110,902 10.26 1,138 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 3,132 10.26 32 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 7,400 10.26 76 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 367,187 10.26 3,767 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 16,015 10.26 164 93
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) HEALTH SCIENCES (CONTINUED) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 25,836 $10.25 $ 265 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 289,358 10.25 2,966 Access - Annual Ratchet (post April 2001) 332 10.24 3 Access - Max 5.5 (post April 2001), Landmark - Max 7 466 10.24 5 Access - 7% Solution (post April 2001) 1,063 10.24 11 Access - Max 7 (post April 2001) 5,379 10.23 55 ES II - Max 7 (post 2000), Generations - Max 7 81,775 10.25 838 Landmark - 7% Solution 1,482 10.24 15 VA Option I 7,242 10.29 74 VA Option II 11,285 10.28 116 VA Option III 3,081 10.28 32 VA Bonus Option I 11,674 10.27 120 VA Bonus Option II 13,222 10.25 136 VA Bonus Option III 24,044 10.25 246 Advantage Option I 252 10.23 2 Advantage Option III 173 10.22 2 ---------------- $ 10,790 ================ UTILITIES Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,342 $8.11 $ 43 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 8,160 8.11 66 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 18,794 8.10 152 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 960 8.10 8 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,002 8.10 8 94
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) UTILITIES (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 6,689 $8.10 $ 54 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 3,860 8.09 31 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 16,134 8.09 131 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 23,627 8.09 191 ES II - Max 7 (post 2000), Generations - Max 7 1,176 8.09 10 VA Option I 3,379 8.13 28 VA Option II 4,483 8.11 36 VA Option III 183 8.11 1 VA Bonus Option I 17,386 8.11 141 VA Bonus Option II 1,036 8.09 8 VA Bonus Option III 6,868 8.09 56 ---------------- $ 964 ================ JANUS ASPEN WORLDWIDE GROWTH Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 661 $9.35 $ 6 VA Option I 32,123 9.39 302 VA Option II 16,977 9.37 159 VA Option III 4,296 9.38 40 VA Bonus Option I 57,358 9.36 537 VA Bonus Option II 13,913 9.35 130 VA Bonus Option III 12,779 9.34 119 Advantage Option I 281 9.33 3 Advantage Option II 275 9.32 2 ---------------- $ 1,298 ================ 95
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PPI MFS CAPITAL OPPORTUNITIES Contracts in accumulation period: VA Option I 3,867 $8.93 $ 34 VA Option II 8,088 8.92 72 VA Option III 2,330 9.91 23 VA Bonus Option I 18,641 8.91 166 VA Bonus Option II 39,763 8.89 353 VA Bonus Option III 5,621 8.89 50 ---------------- $ 698 ================ PIONEER FUND VCT Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 11,177 $9.39 $ 105 DVA Plus - Standard (post January 2000 and post 2000) 4,693 9.39 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 27,047 9.39 254 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 5,663 9.38 53 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 14,633 9.38 137 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,756 9.38 45 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 9,738 9.37 91 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 27,155 9.37 254 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 2,197 9.37 21 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 22,142 9.37 207 96
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIONEER FUND VCT (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 47,468 $9.36 $ 444 ES II - Max 7 (post 2000), Generations - Max 7 161 9.37 2 VA Option I 17,258 9.41 162 VA Option II 11,820 9.39 111 VA Option III 3,571 9.40 34 VA Bonus Option I 9,143 9.38 86 VA Bonus Option II 19,587 9.37 184 VA Bonus Option III 4,340 9.36 41 ---------------- $ 2,275 ================ PIONEER SMALL COMPANY VCT Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 536 $9.58 $ 5 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 655 9.57 6 VA Option I 16,862 9.61 162 VA Option II 11,516 9.60 111 VA Option III 1,955 9.60 19 VA Bonus Option I 26,083 9.59 250 VA Bonus Option II 18,597 9.58 178 VA Bonus Option III 17,291 9.57 166 Advantage Option I 4,125 9.56 39 Advantage Option III 186 9.54 2 ---------------- $ 938 ================ PIONEER MID-CAP VALUE VCT Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 5,621 $10.72 $ 60 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 170,277 10.72 1,825 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 98,183 10.71 1,052 97
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIONEER MID-CAP VALUE VCT (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 27,109 $10.71 $ 290 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,960 10.71 53 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 6,577 10.71 71 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 55,679 10.71 596 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 5,379 10.71 58 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 23,811 10.71 255 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 72,421 10.71 776 Access - Annual Ratchet (post April 2001) 661 10.70 7 Access - Max 7 (post April 2001) 598 10.70 6 ES II - Max 7 (post 2000), Generations - Max 7 6,479 10.71 69 Landmark - 7% Solution 1,969 10.70 21 ---------------- $ 5,139 ================ BULL Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 8,366 $8.90 $ 74 DVA Plus - Standard (post January 2000 and post 2000) 10,121 8.90 90 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 805,047 8.90 7,165 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 267,236 8.89 2,376 98
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) BULL (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 256,466 $8.88 $ 2,277 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 117,895 8.88 1,047 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 92,174 8.88 818 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 353,534 8.88 3,139 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 27,581 8.87 245 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 244,571 8.87 2,169 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 103,369 8.87 917 Access - Annual Ratchet (post April 2001) 5,613 8.86 50 Access - Max 5.5 (post April 2001), Landmark - Max 7 1,813 8.85 16 Access - 7% Solution (post April 2001) 901 8.85 8 Access - Max 7 (post April 2001) 4,584 8.84 40 ES II - Max 7 (post 2000), Generations - Max 7 15,636 8.87 139 Landmark - 7% Solution 1,491 8.86 13 ---------------- $ 20,583 ================ SMALL-CAP Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 46,913 $9.44 $ 443 DVA Plus - Standard (post January 2000 and post 2000) 13,767 9.44 130 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,134,989 9.43 10,703 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 403,215 9.43 3,802 99
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMALL-CAP (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 67,787 $9.42 $ 639 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 43,781 9.42 412 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 18,942 9.41 178 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 128,298 9.41 1,207 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 19,151 9.41 180 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 132,360 9.41 1,246 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 47,995 9.40 451 Access - Annual Ratchet (post April 2001) 12,960 9.39 122 Access - Max 5.5 (post April 2001), Landmark - Max 7 12,110 9.39 114 Access - 7% Solution (post April 2001) 4,031 9.38 38 Access - Max 7 (post April 2001) 3,530 9.38 33 Value 698 9.46 7 ES II - Max 7 (post 2000), Generations - Max 7 21,722 9.40 204 Landmark - 7% Solution 6,232 9.39 59 ---------------- $ 19,968 ================ EUROPE 30 Contracts in accumulation period: DVA Plus - Standard (post January 2000 and post 2000) 5,341 $8.27 $ 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 8,429 8.27 70 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 568,995 8.26 4,701 100
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) EUROPE 30 (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 5,726 $8.26 $ 47 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,340 8.26 36 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 14,669 8.25 121 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 13,357 8.25 110 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 38,959 8.25 322 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 39,269 8.24 324 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 19,682 8.24 162 Access - Annual Ratchet (post April 2001) 15,189 8.23 125 Access - 7% Solution (post April 2001) 7,153 8.22 59 Access - Max 7 (post April 2001) 15,212 8.22 125 Value 746 8.29 6 ES II - Max 7 (post 2000), Generations - Max 7 6,318 8.24 52 Landmark - 7% Solution 901 8.23 8 ---------------- $ 6,312 ================ PUTNAM GROWTH AND INCOME Contracts in accumulation period: VA Option I 8,202 $9.50 $ 78 VA Option II 5,020 9.48 48 VA Option III 109 9.48 1 VA Bonus Option I 8,318 9.47 79 VA Bonus Option II 9,657 9.46 91 VA Bonus Option III 11,884 9.45 112 Advantage Option I 5,022 9.25 46 ---------------- $ 455 ================ 101
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNATIONAL GROWTH AND INCOME Contracts in accumulation period: VA Option I 20,630 $9.49 $ 196 VA Option II 5,921 9.47 56 VA Option III 2,520 9.47 24 VA Bonus Option I 20,019 9.46 189 VA Bonus Option II 6,330 9.45 60 VA Bonus Option III 8,360 9.44 79 ---------------- $ 604 ================ VOYAGER Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 686 $8.74 $ 6 VA Option I 14,754 8.77 129 VA Option II 9,782 8.76 85 VA Option III 495 8.76 4 VA Bonus Option I 26,612 8.75 233 VA Bonus Option II 4,333 8.74 38 VA Bonus Option III 8,442 8.73 74 Advantage Option II 884 8.71 8 ---------------- $ 577 ================ 102
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) 7. UNIT SUMMARY A summary of unit values and units outstanding for variable annuity contracts, expense ratios, excluding expenses of underlying funds, investment income ratios, and total return for the year ended December 31, 2001, along with unit values for the year ended December 31, 2000, follows: At December 31, 2000 At December 31, 2001 -------------------------------------------------------------------------------- Unit Fair Value lowest Units Unit Fair Value Net Assets Division to highest (000s) lowest to highest (000s) ------------------------ ------------- -------------------- --------------- The GCG Trust: Liquid Asset Division $14.50 to $16.61 69,541 $13.62 to $17.79 $1,071,485 Limited Maturity Bond Division $16.67 to $19.77 19,509 $17.02 to $21.41 364,062 Large Cap Value Division $10.50 to $10.59 27,628 $9.85 to $10.20 275,489 Hard Assets Division $15.34 to $17.52 2,395 $12.63 to $15.27 33,209 All Cap Division $11.54 to $11.65 25,814 $11.46 to $11.76 299,314 Real Estate Division $25.04 to $28.59 4,535 $25.36 to $31.90 126,169 Fully Managed Division $24.47 to $27.95 23,375 $25.20 to $30.47 644,971 Equity Income Division $22.48 to $26.61 17,698 $21.34 to 26.84 416,763 Capital Appreciation Division $24.06 to $26.49 20,717 $19.84 to $22.87 440,209 Rising Dividends Division $24.00 to $26.02 34,270 $20.13 to 23.30 732,049 Value Equity Division $18.85 to $20.15 10,991 $17.24 to $19.10 199,039 Strategic Equity Division $18.40 to $19.51 17,855 $13.92 to $15.26 259,382 Small Cap Division $17.94 to $19.25 27,165 $16.97 to $18.87 480,513 Managed Global Division $19.34 to $21.72 14,451 $16.18 to $19.04 250,388 Mid-Cap Growth Division $40.98 to $43.92 29,521 $29.92 to $34.01 928,290 Capital Growth Division $16.80 to $17.71 27,303 $13.93 to 15.15 395,434 Research Division $25.56 to $27.39 31,622 $19.19 to $21.34 637,711 Total Return Division $20.10 to $21.54 39,136 $18.90 to $21.94 793,394 Growth Division $21.49 to $22.98 66,921 $14.41 to $15.95 1,002,892 Core Bond Division $11.37 to $12.19 9,873 $11.14 to $12.39 114,996 Developing World Division $7.47 to $7.71 10,141 $6.85 to $7.25 71,466 Asset Allocation Growth Division $9.37 to $9.38 5,718 $8.55 to $8.70 49,242 Diversified Mid-Cap Division $9.87 to $9.88 6,381 $8.99 to $9.15 57,814 Investors Division $11.21 to $11.31 8,646 $10.45 to $10.73 91,400 Growth and Income Division $9.93 to $9.96 10,487 $8.78 to $8.93 92,720 Special Situations Division $8.88 to $8.89 2,932 $8.23 to $8.38 24,325 Internet Tollkeeper Division 709 $7.57 to $7.64 5,389 International Equity Division $11.23 to $11.73 16,734 $8.37 to $8.98 144,061 Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division $8.72 to $8.78 2,863 $6.92 to $7.08 20,014 Pilgrim Growth Opportunities Division - 671 $7.75 to $7.82 5,219 Pilgrim MagnaCap Division - 579 $9.30 to $9.39 5,402 Pilgrim Small Cap Opportunities Division - 1,737 $8.28 to $8.36 14,437 Pilgrim Convertible Class Division - 18 $10.46 to $10.52 194 Pilgrim Growth and Income Division - 15 $10.37 to $10.45 156 Pilgrim LargeCap Growth Division - 56 $9.57 to $9.62 533 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division $9.88 to $10.17 23,564 $9.79 to $10.44 236,343 PIMCO StocksPLUS Growth and Income Division $11.56 to $11.91 23,718 $9.91 to $10.46 241,065 Prudential Series Fund, Inc.: Prudential Jennison Division $7.82 to $7.85 7,335 $6.21 to $6.35 45,991 SP Jennison International Growth Division $8.55 to $8.57 2,097 $5.35 to $5.44 11,310 * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented 103
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) At December 31, 2000 At December 31, 2001 -------------------------------------------------------------------------------- Unit Fair Value lowest Units Unit Fair Value Net Assets Division to highest (000s) lowest to highest (000s) ------------------------ ------------- -------------------- --------------- Greenwich Street Series Fund Inc.: Appreciation Division $18.03 to $18.16 42 $17.07 to $17.22 $ 723 Travelers Series Fund Inc.: Smith Barney High Income Division $12.46 to $12.56 31 $11.82 to $11.94 370 Smith Barney Large Cap Value Division $21.16 to $21.34 29 $19.16 to $19.35 563 Smith Barney International All Cap Growth $17.74 to $17.89 25 $12.04 to $12.16 300 Division Smith Barney Money Market Division $12.27 to $12.38 17 $12.55 to $12.68 221 The Galaxy VIP Fund: Asset Allocation Division $10.73 to $10.78 128 $9.75 to $9.84 1,260 Equity Division $11.36 to $11.41 88 $9.12 to $9.21 807 Growth and Income Division $10.93 to $10.98 19 $10.31 to $10.40 201 High Quality Bond Division $11.04 to $11.05 13 $11.60 to $11.70 152 Small Company Growth Division $13.27 to $13.35 6 $12.99 to $13.14 84 Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division - 59 $9.98 to $10.05 595 Growth and Income Division - 172 $9.57 to $9.61 1,653 Premier Growth Division - 114 $9.52 to $9.58 1,091 Aetna Variable Portfolios, Inc.: GET Fund - Series N Division - 3,009 $10.24 to $10.28 30,868 GET Fund - Series P Division - 15,276 $9.99 to $10.04 153,045 GET Fund - Series Q Division - 190 $10.00 1,904 Value Opportunity Division - 33 $9.00 to $9.04 298 Index Plus Large Cap Division - 87 $9.36 to $9.40 812 Index Plus Mid Cap Division - 83 $9.87 to $9.91 820 Index Plus Small Cap Division 67 $10.07 to $10.11 680 AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division - 323 $10.97 to $11.00 3,550 AIM V.I. Growth Division - 43 $10.32 to $10.35 443 Brinson Series Trust: Brinson Tactical Allocation Division - 84 $9.37 to $9.42 787 Fidelity Variable Insurance Products Equity-Income Division - 203 $9.55 to 9.61 1,949 Growth Division - 75 $9.25 to $9.29 693 Contrafund Division - 122 $9.68 to $9.73 1,183 INVESCO Variable Investment Funds, Inc.: Financial Services Division - 256 $9.33 to $9.39 2,404 Health Sciences Division - 1,052 $10.22 to $10.29 10,790 Utilities Division - 119 $8.09 to $8.13 964 Janus Aspen Series: Janus Aspen Worldwide Growth Division - 139 $9.32 to $9.39 1,298 Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division - 78 $8.92 to $9.91 698 Pioneer Variable Contracts Trust: Pioneer Fund VCT Division - 243 $9.36 to $9.41 2,275 Pioneer Small Company VCT Division - 98 $9.54 to $9.61 938 Pioneer Mid-Cap Value VCT Division - 480 $10.70 to $10.72 5,139 The ProFunds VP: Bull Division - 2,316 $8.84 to $8.92 20,583 Small-Cap Division - 2,118 $9.38 to $9.46 19,968 Europe 30 Division - 764 $8.22 to $8.29 6,312 Putnam Variable Trust: Growth and Income Division - 48 $9.25 to $9.50 455 International Growth and Income Division - 64 $9.44 to $9.49 604 Voyager Division - 66 $8.71 to $8.77 577 * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented. 104
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) For the Year Ended December 31, 2001 ---------------------------------------------------------- Mortality, Expense Risk and Asset Based Investment Admin Charges Total Return lowest Division Income Ratio lowest to highest to highest ------------- ------------------ ----------------------- The GCG Trust: Liquid Asset Division 3.59 0.50% to 2.55% 1.86% to 3.01% Limited Maturity Bond Division 4.84 0.50% to 2.25% 6.78% to 8.30% Large Cap Value Division 0.25 0.50% to 2.25% -5.43% to -4.44% Hard Assets Division 0.00 0.80% to 2.25% -13.82% to -12.84% All Cap Division 1.47 0.90% to 2.25% 0.00% to 0.94% Real Estate Division 4.29 0.50% to 2.25% 6.07% to 7.28% Fully Managed Division 3.34 0.80% to 2.25% 7.85% to 9.02% Equity Income Division 1.95 0.50% to 2.25% -0.58% to 1.46% Capital Appreciation Division 0.07 0.80% to 2.25% -14.67% to -13.67% Rising Dividends Division 0.30 0.50% to 2.25% -13.63% to -12.68% Value Equity Division 0.85 0.80% to 2.25% -6.21% to -5.21% Strategic Equity Division 0.00 0.80% to 2.25% -22.66% to -21.78% Small Cap Division 0.13 0.50% to 2.25% -3.40% to -1.97% Managed Global Division 0.13 0.50% to 2.25% -13.60% to -12.34% Mid-Cap Growth Division 0.37 0.50% to 2.25% -25.09% to -24.25% Capital Growth Division 0.00 0.80% to 2.25% -15.42% to -14.46% Research Division 0.12 0.80% to 2.25% -22.97% to -22.09% Total Return Division 4.88 0.50% to 2.55% -1.44% to -0.32% Growth Division 0.00 0.50% to 2.25% -31.55% to -30.59% Core Bond Division 0.40 0.80% to 2.25% 0.53% to 1.64% Developing World Division 1.18 0.80% to 2.25% -7.10% to -5.97% Asset Allocation Growth Division 1.78 0.90% to 2.25% -8.32% to -7.68% Diversified Mid-Cap Division 0.48 0.90% to 2.25% -8.41% to -7.79% Investors Division 1.30 0.90% to 2.25% -6.16% to -5.13% Growth and Income Division 1.02 0.90% to 2.25% -11.18% to -10.34% Special Situations Division 0.37 0.90% to 2.25% -6.87% to -6.19% Internet Tollkeeper Division 0.00 0.90% to 2.25% * International Equity Division 0.00 0.90% to 2.10% -24.87% to -22.18% Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division 0.00 0.90% to 2.25% -20.18% to -19.36% Pilgrim Growth Opportunities Division 0.00 0.90% to 2.25% * Pilgrim MagnaCap Division 1.36 0.90% to 2.25% * Pilgrim Small Cap Opportunities Division 0.00 0.90% to 2.25% * Pilgrim Convertible Class Division -10.36 0.95% to 2.20% * Pilgrim Growth and Income Division 0.92 0.95% to 2.55% * Pilgrim LargeCap Growth Division 0.00 0.95% to 1.90% * PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division 7.91 0.50% to 2.25% 0.30% to 1.57% PIMCO StocksPLUS Growth and Income Division 4.22 0.80% to 2.25% -13.15% to -12.17% Prudential Series Fund, Inc.: Prudential Jennison Division 0.00 0.90% to 2.25% -20.20% to -19.62% SP Jennison International Growth Division 0.24 0.90% to 2.25% -37.19% to -36.52% * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented 105
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) For the Year Ended December 31, 2001 ---------------------------------------------------------- Mortality, Expense Risk and Asset Based Investment Admin Charges Total Return lowest Division Income Ratio lowest to highest to highest ------------- ------------------ ----------------------- Greenwich Street Series Fund Inc.: Appreciation Division 1.15% 1.25% to 1.40% -5.32% to -5.18% Travelers Series Fund Inc.: Smith Barney High Income Division 12.01 1.25% to 1.40% -5.14% to -4.94% Smith Barney Large Cap Value Division 1.39 1.25% to 1.40% -9.45% to -9.33% Smith Barney International All Cap Growth 0.00 1.25% to 1.40% -32.13% to -32.03% Division Smith Barney Money Market Division 3.49 1.25% to 1.40% 2.28% to 2.42% The Galaxy VIP Fund: Asset Allocation Division 2.29 1.40% to 1.80% -9.13% to -8.72% Equity Division 0.00 1.40% to 1.80% -19.72% to -19.28% Growth and Income Division 0.15 1.40% to 1.80% -5.67% to -5.28% High Quality Bond Division 5.35 1.40% to 1.80% 5.88% to 5.89% Small Company Growth Division 0.00 1.40% to 1.90% -2.11% to -1.57% Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division 0.00 0.95% to 2.40% * Growth and Income Division 0.00 0.95% to 1.90% * Premier Growth Division 0.00 0.95% to 2.40% * Aetna Variable Portfolios, Inc.: GET Fund - Series N Division 2.25 0.95% to 1.90% * GET Fund - Series P Division 0.75 0.95% to 2.55% * GET Fund - Series Q Division 0.00 0.95% to 1.90% * Value Opportunity Division 0.00 0.95% to 1.90% * Index Plus Large Cap Division 2.73 0.95% to 1.90% * Index Plus Mid Cap Division 0.00 0.95% to 1.90% * Index Plus Small Cap Division 0.00 0.95% to 1.90% * AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division 0.00 0.95% to 2.25% * AIM V.I. Growth Division 1.09 0.95% to 1.90% * Brinson Series Trust: Brinson Tactical Allocation Division 0.00 0.95% to 2.20% * Fidelity Variable Insurance Products Equity-Income Division 0.00 0.95% to 2.20% * Growth Division 0.00 0.95% to 1.90% * Contrafund Division 0.00 0.95% to 1.90% * INVESCO Variable Investment Funds, Inc.: Financial Services Division 2.70 0.95% to 2.25% * Health Sciences Division 3.60 0.95% to 2.55% * Utilities Division 3.07 0.95% to 1.90% * Janus Aspen Series: Janus Aspen Worldwide Growth Division 0.33 0.95% to 2.40% * Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division 0.00 0.95% to 1.90% * Pioneer Variable Contracts Trust: Pioneer Fund VCT Division 0.91 0.95% to 1.90% * Pioneer Small Company VCT Division 0.00 0.95% to 2.55% * Pioneer Mid-Cap Value VCT Division 0.00 1.25% to 2.25% * The ProFunds VP: Bull Division 0.00 1.25% to 2.25% * Small-Cap Division 0.00 1.25% to 2.25% * Europe 30 Division 0.00 0.90% to 2.25% * Putnam Variable Trust: Growth and Income Division 0.00 0.95% to 2.20% * International Growth and Income Division 0.00 0.95% to 1.90% * Voyager Division 0.00 0.95% to 2.40% * * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented. 106
- -------------------------------------------------------------------------------- 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, 2001 and 2000, 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, 2001. These financial statements and schedules 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, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Atlanta, Georgia March 15, 2002 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share date)
DECEMBER 31, DECEMBER 31, 2001 2000 ------------------------- ASSETS Investments: Fixed maturities, available for sale, at fair value (cost: 2001 - $1,982,527; 2000 - $798,751) ..................... $ 1,994,913 $ 792,578 Equity securities, at fair value (cost: 2001 - $74; 2000 - $8,611) 55 6,791 Mortgage loans on real estate .................................... 213,883 99,916 Policy loans ..................................................... 14,847 13,323 Short-term investments ........................................... 10,021 5,300 ------------------------- Total investments ................................................... 2,233,719 917,908 Cash and cash equivalents ........................................... 195,726 164,682 Reinsurance recoverable ............................................. 27,151 19,331 Reinsurance recoverable from affiliates ............................. 28,800 14,642 Due from affiliates ................................................. 20 38,786 Accrued investment income ........................................... 22,771 9,606 Deferred policy acquisition costs ................................... 709,042 635,147 Value of purchased insurance in force ............................... 20,203 25,942 Current income taxes recoverable .................................... 400 511 Property and equipment, less allowances for depreciation of $10,624 in 2001 and $5,638 in 2000 ............................ 10,468 14,404 Goodwill, less accumulated amortization of $17,600 in 2001 and $13,376 in 2000 .............................................. 151,363 155,587 Other assets ........................................................ 12,788 32,019 Separate account assets ............................................. 10,958,191 9,831,489 ------------------------- Total assets ........................................................ $14,370,642 $11,860,054 =========================
See accompanying notes. 2 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS-(Continued) (Dollars in thousands, except per share data)
DECEMBER 31, DECEMBER 31, 2001 2000 --------------------------- LIABILITIES AND STOCKHOLDER'S EQUITY Policy liabilities and accruals: Future policy benefits: Annuity and interest sensitive life products ........ $ 2,178,189 $ 1,062,891 Unearned revenue reserve ............................ 6,241 6,817 Other policy claims and benefits ...................... 836 82 --------------------------- 2,185,266 1,069,790 Surplus notes ............................................ 245,000 245,000 Revolving note payable ................................... 1,400 -- Due to affiliates ........................................ 25,080 19,887 Deferred income tax liability ............................ 12,612 7,377 Other liabilities ........................................ 125,264 69,374 Separate account liabilities ............................. 10,958,191 9,831,489 --------------------------- 13,552,813 11,242,917 Commitments and contingencies Stockholder's equity: Preferred Stock, par value $5,000 per share, authorized 50,000 shares ....................................... -- -- Common stock, par value $10 per share, authorized, issued, and outstanding 250,000 shares .............. 2,500 2,500 Additional paid-in capital ............................ 780,436 583,640 Accumulated other comprehensive gain (loss) ........... 3,804 (4,046) Retained earnings ..................................... 31,089 35,043 --------------------------- Total stockholder's equity ............................... 817,829 617,137 --------------------------- Total liabilities and stockholder's equity ............... $ 14,370,642 $ 11,860,054 ===========================
See accompanying notes. 3 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands)
YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------- REVENUES: Annuity and interest sensitive life product charges ....... $ 163,805 $ 144,877 $ 82,935 Management fee revenue .................................... 25,079 22,982 11,133 Net investment income ..................................... 94,396 64,140 59,169 Realized losses on investments ........................... (6,470) (6,554) (2,923) ----------------------------------- 276,810 225,445 150,314 Insurance benefits and expenses: Annuity and interest sensitive life benefits: Interest credited to account balances ................... 191,885 183,003 175,257 Guaranteed benefits reserve change ...................... 14,015 12,085 -- Benefit claims incurred in excess of account balances ... 3,182 4,943 6,370 Underwriting, acquisition, and insurance expenses: Commissions ............................................. 2,686 4,836 6,847 Commissions-- affiliates ................................ 229,726 208,883 181,536 General expenses ........................................ 113,259 84,936 60,205 Insurance taxes, state licenses, and fees ............... 6,610 4,528 3,976 Policy acquisition costs deferred ....................... (128,249) (168,444) (346,396) Amortization: Deferred policy acquisition costs ...................... 45,229 55,154 33,119 Value of purchased insurance in force .................. 4,403 4,801 6,238 Goodwill ............................................... 4,224 4,224 4,224 Expenses and charges reimbursed under modified coinsurance agreements .............................................. (1,085) (7,030) (9,247) Expenses and charges reimbursed under modified coinsurance agreements - affiliates ................................. (224,549) (218,757) -- ----------------------------------- 261,336 173,162 122,129 Interest expense ............................................. 19,252 19,867 8,894 ----------------------------------- 280,588 193,029 131,023 ----------------------------------- Income (loss) before income taxes ............................ (3,778) 32,416 19,291 Income taxes ................................................. 176 13,236 8,077 ----------------------------------- Net income (loss) ............................................ $ (3,954) $ 19,180 $ 11,214 ===================================
See accompanying notes. 4 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Dollars in thousands)
Accumulated Additional Other Total Common Paid-in Comprehensive Retained Stockholder's Stock Capital Income (Loss) Earnings Equity ------------------------------------------------------------- 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 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 ........................ -- -- 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 Comprehensive income: Net loss ................................. -- -- -- (3,954) (3,954) Change in net unrealized investment gains ........................ -- -- 7,850 -- 7,850 --------- Comprehensive income ....................... 3,896 Contribution of capital .................... -- 196,796 -- -- 196,796 ------------------------------------------------------------- Balance at December 31, 2001 .................. $ 2,500 $ 780,436 $ 3,804 $ 31,089 $ 817,829 =============================================================
See accompanying notes. 5 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------------- OPERATING ACTIVITIES Net income (loss) ...................................... $ (3,954) $ 19,180 $ 11,214 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 ..................... 191,885 183,003 175,257 Charges for mortality and administration .......... (341) (313) 524 Change in unearned revenues ....................... (576) 517 2,460 Increase in policy liabilities and accruals ......... 754 74 8 Increase in guaranteed benefits reserve ............. 28,173 26,727 -- Decrease (increase) in accrued investment income .... (13,165) 1,592 (1,553) Policy acquisition costs deferred ................... (128,249) (168,444) (346,396) Amortization of deferred policy acquisition costs ... 45,229 55,154 33,119 Amortization of value of purchased insurance in force ................................ 4,403 4,801 6,238 Change in other assets, due to/from affiliates, other liabilities, and accrued income taxes ............. 108,578 (78,482) 24,845 Provision for depreciation and amortization ......... 1,341 9,062 9,296 Provision for deferred income taxes ................. (606) 13,282 8,077 Realized losses on investments ...................... 6,470 6,554 2,923 ----------------------------------------- Net cash provided by (used in) operating activities .... 239,942 72,707 (73,988) ----------------------------------------- INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - available for sale ............... 880,688 205,136 220,547 Mortgage loans on real estate ....................... 135,996 12,701 6,572 Equity securities ................................... 6,956 6,128 -- Policy loans - net .................................. -- 834 -- Short-term investments - net ........................ -- -- 980 ----------------------------------------- 1,023,640 224,799 228,099 Acquisition of investments: Fixed maturities - available for sale ............... (2,070,849) (154,028) (344,587) Equity securities ................................... (40) -- -- Mortgage loans on real estate ....................... (250,314) (12,887) (9,659) Policy loans - net .................................. (1,524) -- (2,385) Short-term investments - net ........................ (4,721) (5,300) -- ----------------------------------------- (2,327,448) (172,215) (356,631) Issuance of reciprocal loan agreement receivables ...... -- (16,900) -- Receipt of repayment of reciprocal loan agreement receivables .......................................... -- 16,900 -- Net sale (purchase) of property and equipment .......... 1,248 (3,285) (8,968) ----------------------------------------- Net cash provided by (used in) investing activities .... (1,302,560) 49,299 (137,500) See accompanying notes. 6 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED) (Dollars in thousands) YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------------- FINANCING ACTIVITIES Proceeds from reciprocal loan agreement borrowings with affiliates .......................... $ 69,300 $ 178,900 $ 396,350 Repayment of reciprocal loan agreement borrowings with affiliates .......................... (69,300) (178,900) (396,350) Proceeds from revolving note payable ................... 3,078 67,200 220,295 Repayment of revolving note payable .................... (1,678) (68,600) (218,895) Proceeds from surplus note with affiliates ............. -- -- 160,000 Receipts from annuity and interest sensitive life policies credited to account balances .................................... 1,933,148 801,793 773,685 Return of account balances on annuity and interest sensitive life policies ................ (134,787) (141,440) (146,607) Net reallocations to separate accounts ................. (902,895) (825,848) (650,270) Contributions of capital by EIC ........................ 196,796 115,000 121,000 ----------------------------------------- Net cash provided by (used in) financing activities .... 1,093,662 (51,895) 259,208 ----------------------------------------- Increase in cash and cash equivalents .................. 31,044 70,111 47,720 Cash and cash equivalents at beginning of period ................................. 164,682 94,571 46,851 ----------------------------------------- Cash and cash equivalents at end of period ....................................... $ 195,726 $ 164,682 $ 94,571 ========================================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest ............................................ $ 14,955 $ 22,444 $ 6,392 Income taxes ........................................ -- 957 --
See accompanying notes. 7 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2001 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 Life Insurance Company of Iowa ("Equitable Life" or the "Parent"), offers variable insurance products and is licensed as a life insurance company in the District of Columbia and all states except New York. Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. (EIC). First Golden is licensed to sell insurance products in New York and Delaware. The Companies' variable and fixed insurance products are marketed by broker/dealers, financial institutions, and insurance agents. The Companies' primary customers are consumers and corporations. On December 3, 2001, the Board of Directors of EIC approved a plan to contribute its holding of 100% of the stock of its wholly owned subsidiary, Golden American to another wholly owned subsidiary, Equitable Life. The contribution of stock occurred on December 31, 2001, following approval granted by the Insurance Department of the State of Delaware. 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 ("the 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., 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, 2001 and 2000, 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 8 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 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. Accounting for Derivative Instruments and Hedging Activities: The Companies may from time to time utilize various derivative instruments to manage interest rate and price risk (collectively, market risk). The Companies have appropriate controls in place, and financial exposures are monitored and managed by the Companies as an integral part of their overall risk management program. Derivatives are recognized on the balance sheet at their fair value. The change in a derivative's fair value is generally to be recognized in current period earnings, unless the derivative is specifically designated as a hedge of an exposure. 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 hedge or 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. The Companies occasionally purchase a financial instrument that contains a derivative that is "embedded" in the instrument. The Companies' insurance products are also reviewed to determine whether they contain an embedded derivative. The Companies assess whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument or insurance product (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and that a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value. In cases where the host contract is measured at fair value, with changes in fair value reported in current period earnings, or the Companies are unable to reliably identify and 9 measure the embedded derivative for separation from its host contract, the entire contract is carried on the balance sheet at fair value and is not designated as a hedging instrument. 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 have been deferred. Other expenses related to the production of new business that were deferred totaled $28.3 million during 2001, $16.3 million during 2000, and $29.6 million during 1999. 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. 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. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. For additional information, refer to the Pending Accounting Standards disclosure in Note 1. 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 12.00% during 2001, 3.00% to 14.00% during 2000 and 3.00% to 11.00% during 1999. 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. 10 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 variable products. At the direction of the contractholders, the separate accounts invest the premiums from the sale of variable 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. Under Delaware insurance law, 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). 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 2002, 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 and fixed 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. 11 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. NEW ACCOUNTING STANDARDS Derivatives: As of January 1, 2001, the Companies adopted FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted by FAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, FAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133, and certain FAS No. 133 implementation issues. This standard, as amended, requires companies to record all derivatives on the balance sheet as either assets or liabilities and measure those instruments at fair value. The manner in which companies are to record gains or losses resulting from changes in the fair values of those derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. Adoption of FAS No. 133 did not have a material effect on the Companies' financial position or results of operations given the Companies' limited derivative and embedded derivative holdings. The Companies chose to elect a transition date of January 1, 1999 for embedded derivatives. Therefore, only those derivatives embedded in hybrid instruments issued, acquired or substantively modified by the entity on or after January 1, 1999 are recognized as separate assets or liabilities. The cumulative effect of the accounting change upon adoption was not material. Recognition of Interest Income and Impairment on Purchased and Beneficial Interests in Securitized Financial Assets: Effective April 2001, the Companies adopted Emerging Issues Task Force Issue "EITF" 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. EITF 99-20 states that interest income earned on retained or purchased beneficial interests in securitized financial assets should be recognized over the life of the investment based on an anticipated yield determined by periodically estimating cash flows. Interest income should be revised prospectively for changes in cash flows. Additionally, impairment should be recognized if the fair value of the beneficial interest has declined below its carrying amount and the decline is other than temporary. The impact of adoption was not significant to the Companies financial position or results of operations. Pending Accounting Standards: Goodwill: In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Companies are required to adopt the new rules effective January 1, 2002. The Companies are evaluating the impact of the adoption of these standards and have not yet determined the effect of adoption on their financial position and results of operations. RECLASSIFICATIONS Certain amounts in the 2000 and 1999 financial statements have been reclassified to conform to the 2001 financial statement presentation. 12 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 $156.4 million in 2001, $71.1 million in 2000, and $85.6 million in 1999. Total statutory capital and surplus was $451.6 million and $406.9 million at December 31, 2001 and 2000, 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 was 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 resulted in changes to the accounting practices that the Companies use to prepare their statutory-basis financial statements. The impact of these changes to the Companies' statutory-basis capital and surplus as of January 1, 2001 was not significant. 13 3. INVESTMENT OPERATIONS - -------------------------- INVESTMENT RESULTS Major categories of net investment income are summarized below: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities ...................... $ 83,654 $ 55,302 $ 50,352 Equity securities ..................... -- 248 515 Mortgage loans on real estate ......... 11,205 7,832 7,074 Policy loans .......................... 793 516 485 Short-term investments and cash and cash equivalents ................... 2,605 2,253 2,583 Other, net ............................ 598 543 388 -------------------------------- Gross investment income ............... 98,855 66,694 61,397 Less investment expenses .............. (4,459) (2,554) (2,228) -------------------------------- Net investment income ................. $ 94,396 $ 64,140 $ 59,169 ================================ Realized losses on investments follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities, available for sale .. $ (4,848) $ (6,289) $ (2,910) Equity securities ..................... (1,622) (213) -- Mortgage loans on real estate ......... -- (52) (13) -------------------------------- Realized losses on investments ........ $ (6,470) $ (6,554) $ (2,923) ================================ The change in unrealized appreciation (depreciation) of securities at fair value follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities, available for sale .. $ 18,559 $ 16,558 $(24,944) Equity securities ..................... 1,801 (4,198) 5,301 -------------------------------- Change in unrealized appreciation (depreciation) of securities ....... $ 20,360 $ 12,360 $(19,643) ================================ 14 At December 31, 2001 and December 31, 2000, 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 December 31, 2001 Cost Gains Losses Value -------------------------------------------------- (Dollars in thousands) U.S. government and governmental agencies and authorities ...... $ 132,081 $ 479 $ (3,435) $ 129,125 Public utilities ............... 39,775 345 (1,374) 38,746 Foreign government ............. 143,574 3,326 (213) 146,687 Corporate securities ........... 1,111,798 15,027 (10,037) 1,116,788 Other asset-backed securities .. 388,250 7,233 (1,647) 393,836 Mortgage-backed securities ..... 167,049 3,554 (872) 169,731 -------------------------------------------------- Total .......................... $1,982,527 $ 29,964 $ (17,578) $1,994,913 ================================================== Gross Gross Estimated Amortized Unrealized Unrealized Fair December 31, 2000 Cost Gains Losses Value ------------------------------------------------- (Dollars in thousands) 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 asset-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 =================================================
Short-term investments and cash and cash equivalents have been excluded from the above schedules. Amortized cost approximates fair value for these securities. At December 31, 2001, net unrealized investment gain on fixed maturities designated as available for sale totaled $12,386,000. Appreciation of $3,816,000 was included in stockholder's equity at December 31, 2001 (net of adjustments of $535,000 to VPIF, $5,979,000 to DPAC, and $2,056,000 to deferred income taxes). 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, 2001, net unrealized depreciation on equity securities was comprised entirely of gross depreciation of $19,000. At December 31, 2000, net unrealized depreciation on equity securities was comprised entirely of gross depreciation of $1,820,000. Amortized cost and estimated fair value of fixed maturities designated as available for sale, by contractual maturity, at December 31, 2001 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. 15 Amortized Estimated December 31, 2001 Cost Fair Value ----------------------- (Dollars in thousands) Due within one year .............................. $ 78,928 $ 79,718 Due after one year through five years ............ 369,061 377,078 Due after five years through ten years ........... 731,087 729,731 Due after ten years .............................. 248,152 244,819 ----------------------- 1,427,228 1,431,346 Other asset-backed securities .................... 388,250 393,836 Mortgage-backed securities ....................... 167,049 169,731 ----------------------- Total ............................................ $1,982,527 $1,994,913 ======================= 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, 2001: Scheduled principal repayments, calls, and tenders ................................ $168,703 $ -- $ -- $168,703 Sales .................................... 712,443 6,569 (7,027) 711,985 ------------------------------------------ Total .................................... $881,146 $ 6,569 $ (7,027) $880,688 ========================================== 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 ==========================================
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. These impairment losses are included in the realized gains and losses on investments in the consolidated statement of operations. During 2001, Golden American determined that the carrying value of eleven bonds exceeded their estimated net realizable value. As a result, as of December 31, 2001, Golden American recognized a total pre-tax loss of $4.4 million to reduce the carrying value of the bonds to their combined net realizable value of $5.5 million. 16 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 years 2000 and 2001, these bonds had no further reduction in carrying value. Investments on Deposit: At December 31, 2001, bonds with a par value of $6,870,000, unchanged from December 31, 2000, were on deposit with regulatory authorities pursuant to certain statutory requirements. Investment Diversifications: The Companies' investment policies require diversification by asset type and set limits on the amount which can be invested in an individual issuer. Such policies are at least as restrictive as applicable regulatory requirements. The following percentages relate to holdings at December 31, 2001 and December 31, 2000. Fixed maturities includes investments in industrials (37% in 2001, 29% in 2000), governmental securities (18% in 2001, 3% in 2000), mortgage-backed securities (16% in 2001, 26% in 2000), other asset-backed securities (12% in 2001, 20% in 2000), and financial companies (10% in 2001, 14% in 2000). Mortgage loans on real estate have been analyzed by geographical location with concentrations by state identified as Ohio (20% in 2001 and 4% in 2000) and California (18% in 2001 and 15% in 2000). There are no other concentrations of mortgage loans on real estate in any state exceeding ten percent at December 31, 2001 and 2000. Mortgage loans on real estate have also been analyzed by collateral type with significant concentrations identified in multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19% in 2001, 35% in 2000), retail facilities (20% in 2001, 18% in 2000), and office buildings (21% in 2001, 29% in 2000). 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, 2001. 4. DERIVATIVE INSTRUMENTS - --------------------------- The Companies may from time to time utilize various derivative instruments to manage interest rate and price risk (collectively, market risk). The Companies have appropriate controls in place, and financial exposures are monitored and managed by the Companies as an integral part of their overall risk management program. Derivatives are recognized on the balance sheet at their fair value. At December 31, 2001, the Companies did not utilize any such derivatives. The estimated fair values and carrying amounts of the Companies' embedded derivatives at December 31, 2001 were $0, net of reinsurance. The estimated fair values and carrying amounts of the embedded derivatives on a direct basis, before reinsurance, were $3.1 million. The fair value of these instruments was estimated based on quoted market prices, dealer quotations or internal estimates. 17 5. 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. Other comprehensive income excludes net investment losses included in net income, which merely represent transfers from unrealized to realized gains and losses. These amounts total $3,213,000, $1,751,000, and $1,468,000 in the years ended December 31, 2001, 2000, and 1999, respectively. Such amounts, which have been measured through the date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling $3,257,000, $4,751,000, and $1,441,000 in the years ended December 31, 2001, 2000, and 1999, respectively. 6. 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. 133, "Accounting for Derivative Instruments and Hedging Activities," 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. 18 The following compares carrying values as shown for financial reporting purposes with estimated fair values:
DECEMBER 31 2001 2000 ---------------------------------------------------- Estimated Estimated Carrying Fair Carrying Fair Value Value Value Value ---------------------------------------------------- (Dollars in thousands) ASSETS Fixed maturities, available for sale ... $ 1,994,913 $ 1,994,913 $ 792,578 $ 792,578 Equity securities ...................... 55 55 6,791 6,791 Mortgage loans on real estate .......... 213,883 219,158 99,916 100,502 Policy loans ........................... 14,847 14,847 13,323 13,323 Short-term investments ................. 10,021 10,021 106,775 106,775 Cash and cash equivalents .............. 195,726 195,726 63,207 63,207 Separate account assets ................ 10,958,191 10,958,191 9,831,489 9,831,489 LIABILITIES Annuity products ....................... 2,162,381 1,983,833 1,047,932 962,810 Surplus notes .......................... 245,000 358,064 245,000 204,455 Revolving note payable ................. 1,400 1,400 -- -- Separate account liabilities ........... 10,958,191 10,958,191 9,831,489 9,831,489
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. 19 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. 7. 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. Interest was accrued at a rate of 7.37% during 2001 (7.32% during 2000, and 7.33% during 1999). A reconciliation of the change in the VPIF asset follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Beginning balance ..................... $ 25,942 $ 31,727 $ 35,977 Accretion of interest ............... 1,617 2,016 2,372 Amortization of asset ............... (6,020) (6,817) (8,610) Adjustment for unrealized gains (losses) .................... (1,336) (984) 1,988 -------------------------------- Ending balance ........................ $ 20,203 $ 25,942 $ 31,727 ================================ 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, 2001, is $3.1 million in 2002, $2.8 million in 2003, $2.4 million in 2004, $1.9 million in 2005, and $1.4 million in 2006. Actual amortization may vary based upon changes in assumptions and experience. 8. INCOME TAXES - ----------------- Golden American files a consolidated federal income tax return with First Golden. Golden American has a tax allocation agreement with First Golden whereby Golden American charges its subsidiary for taxes it would have incurred were it not a member of the consolidated group and credits the member for losses used in consolidation. At December 31, 2001, the Companies have net operating loss ("NOL") carryforwards for federal income tax purposes of approximately $345,859,000. Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 $91,107,000 and $101,777,000 of these NOL carryforwards are available to offset future taxable income of the Companies through the years 2011, 2012, 2013, 2014, 2015 and 2016, respectively. 20 Income Tax Expense (Benefit) Income tax expense (benefit) included in the consolidated financial statements follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Current ............................... $ 782 $ (46) $ -- Deferred .............................. (606) 13,282 8,077 -------------------------------- $ 176 $ 13,236 $ 8,077 ================================ 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, 2001 2000 1999 -------------------------------- (Dollars in thousands) Income before income taxes ............ $ (3,778) $ 32,416 $ 19,291 ================================ Income tax at federal statutory rate .. $ (1,322) $ 11,346 $ 6,752 Tax effect of: Goodwill amortization ............... 1,033 1,033 1,033 Meals and entertainment ............. 480 292 199 Other items ......................... (15) 565 93 -------------------------------- Income tax expense .................... $ 176 $ 13,236 $ 8,077 ================================ 21 DEFERRED INCOME TAXES The tax effect of temporary differences giving rise to the Companies' deferred income tax assets and liabilities at December 31, 2001 and 2000 follows: DECEMBER 31 2001 2000 ---------------------------------------------------------------------------- (Dollars in thousands) Deferred tax assets: Net unrealized depreciation of securities at fair value ................................ $ 7 $ 637 Net unrealized depreciation of available for sale fixed maturities .................... -- 779 Future policy benefits ......................... 176,331 163,691 Net operating loss carryforwards ............... 121,711 66,380 ---------------------- 298,049 231,487 Deferred tax liabilities: Tax deductible goodwill ........................ (3,547) (2,696) Net unrealized appreciation of available for sale fixed maturities ................... (2,056) -- Fixed maturity securities ...................... (17,812) (17,774) Deferred policy acquisition costs .............. (222,781) (184,743) Value of purchased insurance in force .......... (6,894) (8,512) Other .......................................... (57,571) (23,723) ---------------------- (310,661) (237,448) ---------------------- Valuation allowance ............................... -- (1,416) ---------------------- Net deferred income tax liability ................. $ (12,612) $ (7,377) ====================== At December 31, 2001, the Companies reported, for financial statement purposes, net unrealized gains on certain investments that generated deferred tax liabilities which have been recognized for tax purposes. At December 31, 2000, the Companies reported, for financial statement purposes, unrealized losses on certain investments, which have not been recognized for tax purposes. Since it was uncertain as to whether these capital losses, if ever realized, could be utilized to offset capital gains, a valuation allowance was established for the tax effect of the financial statement losses. The Companies establish reserves for possible proposed adjustments by various taxing authorities. Management believes there are sufficient reserves provided for, or adequate defenses against any such adjustments. 9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION - ----------------------------------------------------- DEFINED BENEFIT PLANS In 2001, 2000 and 1999, the Companies were allocated their share of the pension liability associated with their employees. During these years, the Companies' employees were covered by the employee retirement plan of Equitable Life. Further, Equitable Life sponsors a defined contribution plan that is qualified under Internal Revenue Code Section 401(k). As of December 31, 2001, the qualified pension benefit plans of certain United States subsidiaries of ING North America Insurance Corporation ("ING North America"), including Equitable Life, were merged into one plan which will be recognized in ING North America's financial statements. The Companies also transferred their pension liabilities to the Parent at that date. In exchange for these liabilities, the Companies received a capital contribution, net of taxes, from the Parent. 22 The following tables summarize the benefit obligations and the funded status for pension benefits over the two-year period ended December 31, 2001: 2001 2000 ---------------------- (Dollars in thousands) Change in benefit obligation: Benefit obligation at January 1 ............... $ 7,906 $ 4,221 Service cost .................................. 1,998 1,569 Interest cost ................................. 768 554 Actuarial (gain) loss ......................... (2,710) 1,562 Plan Amendments ............................... (171) -- Transfer of benefit obligation to the Parent .. (7,791) -- ---------------------- Benefit obligation at December 31 ............. $ -- $ 7,906 ====================== Funded status: Funded status at December 31 prior to the transfer of the benefit obligation to the Parent .................................. $ (7,791) $ (7,906) Unrecognized past service cost ................ (1,117) 141 Unrecognized net loss ......................... (8) 1,627 Transfer of the funded status to the Parent ... 8,916 -- ---------------------- Net amount recognized ......................... $ -- $ (6,138) ====================== Prior to the merger of the qualified benefit plans of ING's US subsidiaries at December 31, 2001, 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' December 31, 2001 benefit obligation, prior to the merger of the qualified benefit plans of ING, follows: DECEMBER 31 2001 2000 ------------------------- Discount rate ............................... 7.50% 7.75% Expected return on plan assets .............. 9.25 9.25 Rate of compensation increase ............... 4.50 5.00 The following table provides the net periodic benefit cost for the fiscal years 2001, 2000, and 1999: YEAR ENDED DECEMBER 31, 2001 2000 1999 ----------------------------- (Dollars in thousands) Service cost ........................... $ 1,998 $ 1,569 $ 1,500 Interest cost .......................... 768 554 323 Unrecognized past service cost ......... 11 -- -- ----------------------------- Net periodic benefit cost .............. $ 2,777 $ 2,123 $ 1,823 ============================= 23 There were no gains or losses resulting from curtailments or settlements during 2001, 2000, or 1999. 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 $0 as of December 31, 2001 and $7,906,000, $4,701,000, and $0, respectively, as of December 31, 2000. 10. 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 products and appoint representatives of the broker/dealers as agents. For the years ended December 31, 2001, 2000, and 1999, the Companies paid commissions to DSI totaling $229,726,000, $208,883,000, and $181,536,000, 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, 2001, 2000, and 1999, the fee was $23,138,000, $21,296,000, and $10,136,000, respectively. 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, 2001, 2000, and 1999, the Companies incurred fees of $4,392,000, $2,521,000, and $2,227,000, respectively, under this agreement. Golden American has a guaranty agreement with Equitable Life. 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, 2001 and 2000, Golden American incurred a fee of $12,000 and $7,000, respectively, 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 $8,192,000, $6,193,000, and $6,107,000 for the years ended December 31, 2001, 2000, and 1999, 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 $309,000, $1,270,000, and $1,251,000 for the years ended December 31, 2001, 2000, and 1999, respectively. During 2001, the State of Delaware Insurance Department approved expense sharing agreements with ING America Insurance Holdings, Inc. ("ING AIH") for administrative, management, financial, and information technology services. Under these agreements with ING AIH, Golden American incurred expenses of $23,153,000 for the year ended December 31, 2001. First Golden provided resources and services to DSI. Revenues for these services, which reduce general expenses incurred by the Companies, totaled $139,000, $223,000, and $387,000 for the years ended December 31, 2001, 2000, and 1999, respectively. 24 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 $478,000, $455,000, and $244,000 for the years ended December 31, 2001, 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 $383,000, $593,000 and $460,000 for the years ended December 31, 2001, 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 $326,000, $261,000 and $216,000 for the years ended December 31, 2001, 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 $132,000, $115,000 and $103,000 for the years ended December 31, 2001, 2000, and 1999, respectively. In 2001, 2000, and 1999, the Companies received 14.0%, 11.3%, and 10.0% of total premiums, net of reinsurance, for variable products sold through eight affiliates as noted in the following table: YEAR ENDED DECEMBER 31, 2001 2000 1999 ------------------------------- (Dollars in thousands) LSSI.................................... $ 124.4 $ 127.0 $ 168.5 Vestax Securities Corporation........... 35.3 47.2 88.1 DSI..................................... 1.1 1.4 2.5 Multi-Financial Securities Corporation.. 26.2 38.6 44.1 IFG Network Securities, Inc............. 12.8 23.1 25.8 Washington Square ...................... 99.2 44.6 -- Primevest............................... 46.0 6.2 -- Compulife............................... 6.6 2.7 -- ------------------------------- Total................................... $ 351.6 $ 290.8 $ 329.0 =============================== 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 $224.5 million and $218.8 million for the years ended December 31, 2001 and 2000, respectively. This was offset by a decrease in policy acquisition costs deferred of $257.5 million and $223.7 million, respectively, for the same periods. As at December 31, 2001 and 2000, Golden American also had a payable to Equitable Life of $22.6 million and $16.3 million, respectively, 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, Ltd., an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits of variable annuities issued on or after January 1, 2000. Golden American also obtained an irrevocable letter of credit through Bank of New York in the amount of $25 million related to this agreement. Effective December 24, 2001, the letter of credit amount was revised to $70 million. Under this agreement, Golden American 25 recorded a reinsurance recoverable of $28.8 million and $14.6 million at December 31, 2001 and 2000, respectively. Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement with 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 $26,000, $481,000, and $815,000 for the years ended December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, 2000, and 1999, Golden American did not have any borrowings or receivables from ING AIH under this agreement. 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 $4,089,000 and $4,112,000 for the years ended December 31, 2001 and 2000, respectively. 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 $2,792,000, $2,961,000, and $0 for the years ended December 31, 2001, 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, $5,813,000, and $1,469,000 for the years ended December 31, 2001, 2000, and 1999, respectively. 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 2001, unchanged from 2000 and 1999. 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 2001, unchanged from 2000 and 1999. 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). 26 As at December 31, 2000, Golden American also had a receivable of $35,000,000 from capital contributions made by EIC. Stockholder's Equity: During 2001, 2000, and 1999, Golden American received capital contributions from EIC of $196,796,000, $80,000,000, and $121,000,000, respectively. 11. COMMITMENTS AND CONTINGENCIES - ---------------------------------- Reinsurance: At December 31, 2001, the Companies had reinsurance treaties with five 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 $94,783,000, and $105,334,000 at December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the Companies had net receivables of $55,951,000 and $33,973,000, respectively, for reinsurance claims, reserve credits, or other receivables from these reinsurers. At December 31, 2001 and 2000, respectively, these net receivables were comprised of $7,820,000 and $1,820,000, respectively, for claims recoverable from reinsurers, $3,376,000 and $4,007,000, respectively, for a payable for reinsurance premiums, $28,800,000 and $14,642,000, respectively, for reserve credits, and $22,707,000 and $21,518,000, respectively, for reinsured surrenders and allowances due from an unaffiliated reinsurer. Included in the accompanying financial statements, excluding the modified coinsurance agreements, are net considerations to reinsurers of $30,329,000, $21,655,000, and $9,883,000 and net policy benefits recoveries of $21,750,000, $8,927,000, and $3,059,000 for the years ended December 31, 2001, 2000, and 1999, 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, 2001 and 2000, Golden American had received a total settlement of $224.5 million and $218.8 million, respectively, under this agreement. The carrying value of the separate account liabilities covered under this agreement represent 31.9% and 17.6% of total separate account liabilities outstanding at December 31, 2001 and 2000, respectively. 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, Ltd., an affiliate, covering variable annuity minimum guaranteed death benefits and guaranteed living benefits of variable annuities issued on or after January 1, 2000. Golden American also obtained an irrevocable letter of credit was obtained through Bank of New York in the amount of $25 million related to this agreement. Effective December 24, 2001, the letter of credit amount was revised to $70 million. Under this agreement, Golden American had reserve credits of $28,800,000 and $14,642,000 at December 31, 2001 and 2000, respectively. 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 decreased income by $458,000 for the year ended December 31, 2001 and increased income by $736,000, and $1,729,000 for the years ended December 31, 2000 and 1999, respectively. Investment Commitments: At December 31, 2001, outstanding commitments to fund mortgage loans totaled $3,182,000 and outstanding commitments to fund fixed maturities totaled $22,000,000. There were no outstanding commitments to fund mortgage loans and fixed maturities at December 31, 2000. 27 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 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 $4,000, $3,000, and $3,000 for the years ended December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, the Companies have an undiscounted reserve of $2,430,000, unchanged from December 31, 2000, to cover estimated future assessments (net of related anticipated premium tax credits) and have established an asset totaling $712,000, and $733,000, 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. Two broker/dealers, having at least ten percent of total net premiums, generated 21% of the Companies' variable annuity sales during 2001 (11% by one broker dealer during 2000 and 28% by two broker/dealers during 1999). Two broker dealers, having at least ten percent of total gross premiums, generated 22% of the Companies' sales during 2001 (21% and 30% by two broker/dealers during 2000 and 1999, respectively). The Premium Plus product generated 43% of the Companies' sales during 2001 (71% during 2000 and 79% during 1999). The ES II product generated 14% of the Companies' sales during 2001 (12% during 2000 and 9% during 1999). The Guarantee product, introduced in the fourth quarter of 2000, generated 22% of the Companies' sales during 2001 (4% during 2000). 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, 2001, 2000, and 1999, rent expense totaled $4,298,000, $2,874,000, and $2,273,000, respectively. At December 31, 2001, minimum rental payments due under all non-cancelable operating leases with initial terms of one year or more are: 2002 - $3,608,000; 2003 - $2,912,000; 2004 - $2,455,000; 2005 - $2,455,000; 2006 - $2,420,000, and 2007 and thereafter - - $32,451,000. Revolving Note Payable: To enhance short-term liquidity, the Companies established a revolving note payable with SunTrust Bank, Atlanta (the "Bank"). These revolving notes payable were amended and restated in April 2001 with an expiration date of May 31, 2002. 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, 2001, 2000, and 1999, the Companies incurred interest expense of $119,000, $87,000, and $198,000, respectively. 28 At December 31, 2001, the Companies had a $1,400,000 note payable to the Bank under this agreement. At December 31, 2000, there were no amounts outstanding under this agreement. 12. CHANGE OF OWNERSHIP OF GOLDEN AMERICAN - ------------------------------------------- On December 3, 2001, the Board of Directors of EIC approved a plan to contribute its holding of 100% of the stock of its wholly owned subsidiary, Golden American to another wholly owned subsidiary, Equitable Life. The contribution of stock occurred on December 31, 2001, following approval granted by the Insurance Department of the State of Delaware. 13. MERGER OF FIRST GOLDEN WITH RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK - ----------------------------------------------------------------------------- A filing was made on October 31, 2001 in accordance with Item 5 of Form 8-K: Other Events and Regulation FD Disclosure. The purpose of the filing was to report that on September 25, 2001, the Board of Directors of First Golden approved a plan of merger to merge First Golden into ReliaStar Life Insurance Company of New York ("RLNY"), an affiliate. The merger is currently anticipated to be effective on April 1, 2002, or shortly thereafter, subject to the approval of the Insurance Departments of the States of New York and Delaware. 14. QUARTERLY DATA (UNAUDITED) - ------------------------------- QUARTER ENDED 2001 FIRST SECOND THIRD FOURTH ------------------------------------------ (Dollars in thousands) Total revenue ................... $ 72,139 $ 65,435 $ 70,108 $ 69,128 ------------------------------------------ Income (loss) before income taxes 14,267 5,575 (14,329) (9,291) Income taxes .................... 5,334 2,373 (5,638) (1,893) ------------------------------------------ Net income (loss) ............... $ 8,933 $ 3,202 $ (8,691) $ (7,398) ========================================== QUARTER ENDED 2000 FIRST SECOND THIRD FOURTH ------------------------------------------ (Dollars in thousands) Total revenue ................... $ 55,056 $ 53,672 $ 57,194 $ 59,523 ------------------------------------------ Income before income taxes ...... 3,511 10,168 14,207 4,530 Income taxes .................... 1,621 3,981 4,200 3,434 ------------------------------------------ Net income ...................... $ 1,890 $ 6,187 $ 10,007 $ 1,096 ========================================== 29 Statement of Additional Information GOLDENSELECT DVA SERIES 100 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, 2002 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 7 Other Information 7 Financial Statements of Golden American Life Insurance Company 8 Financial Statements of Separate Account B 8 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. Golden American is a wholly owned subsidiary of Equitable Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING") a global financial services holding company based in the Netherlands. ING had approximately $624 billion in assets as of December 31, 2001. As of December 31, 2001, Golden American had approximately $808.1 million in stockholder's equity and approximately $14.3 billion in total assets, including approximately $10.9 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"), which was licensed to do variable annuity business in the states of New York and Delaware. First Golden was merged into ReliaStar Life Insurance Company of New York, another wholly owned subsidiary of ING and an affiliate, on April 1, 2002. SAFEKEEPING OF ASSETS Golden American acts as its own custodian for Separate Account B. THE ADMINISTRATOR Effective January 1, 1997, Equitable 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. Equitable Life billed Golden American $309,000 and $930,000 pursuant to the service agreement in 2001 and 2000, 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 1 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, 1999. For the year ended December 31, 2000 and December 31, 2001 only a single broker/dealer institution sold more than 10% of Golden American's variable insurance products. For the years ended 2001, 2000 and 1999 commissions paid by Golden American, including amounts paid by its subsidiary, First Golden American Life Insurance Company of New York, to Directed Services, Inc. aggregated $223,321,000, $208,883,000 and $181,536,000, 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 $23,138,000, $21,296,000, and $10,136,000 for the years ended 2001, 2000, and 1999, 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%. 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, 2001 to December 31, 2001 were 0.52% and 0.52% respectively. 2 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] 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, and the maximum mortality and expense risk charges. The Securities and Exchange Commission (the "SEC") requires that an assumption be made that the contract owner surrenders the entire contract at the end of the one, five and 10 year periods (or, if less, up to the life of the security) for which performance is required to be calculated. This assumption may not be consistent with the typical contract owner's intentions in purchasing a contract and may adversely affect returns. Quotations of total return may simultaneously be shown for other periods, as well as quotations of total return that do not take into account certain contractual charges such as sales load. 3 Average Annual Total Return for the subaccounts presented on a standardized basis, which includes deductions for the mortality and expense risk charge, administrative charge, contract charge and surrender charge for the year ending December 31, 2001 were as follows: Average Annual Total Return for Periods Ending 12/31/01-standardized
- -------------------------------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE - -------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap -0.30% N/A N/A 7.48% 01-Feb-00 Capital Appreciation -14.83% 3.76% N/A 7.55% 04-May-92 Capital Growth -15.99% 2.49% N/A 6.15% 01-Apr-96 Capital Guardian Small Cap -3.64% 7.82% N/A 9.44% 02-Jan-96 Core Bond 0.24% -1.03% N/A 1.54% 07-Oct-94 Developing World -7.31% N/A N/A -9.46% 19-Feb-98 Diversified Mid-Cap -8.66% N/A N/A -8.11% 02-Oct-00 Equity Income -0.85% 5.33% 5.31% 6.14% 25-Jan-89 Fully Managed 7.51% 9.49% 7.67% 7.49% 25-Jan-89 Growth -31.68% 5.13% N/A 6.79% 01-Apr-96 Hard Assets -13.97% -7.29% 2.42% 1.82% 25-Jan-89 International Equity -24.36% -4.16% N/A -3.16% 01-Apr-96 Internet Tollkeeper N/A N/A N/A -34.03% 01-May-01 Investors -6.33% N/A N/A 2.42% 01-Feb-00 Janus Growth and Income -11.44% N/A N/A -9.89% 02-Oct-00 Large Cap Value -5.72% N/A N/A -0.72% 01-Feb-00 Limited Maturity Bond 6.46% 3.94% 3.40% 4.30% 25-Jan-89 Liquid Asset 1.62% 2.71% 2.24% 2.83% 25-Jan-89 Managed Global -13.78% 9.97% N/A 5.44% 21-Oct-92 Mid-Cap Growth -25.24% 14.46% N/A 16.70% 07-Oct-94 Real Estate 5.76% 5.34% 10.18% 7.54% 25-Jan-89 Research -23.10% 4.39% N/A 9.71% 07-Oct-94 Special Situations -7.08% N/A N/A -14.43% 02-Oct-00 Strategic Equity -22.85% 3.79% N/A 5.61% 02-Oct-95 Total Return -1.69% 7.98% N/A 9.72% 07-Oct-94 Value Equity -6.48% 3.93% N/A 8.32% 03-Jan-95 Van Kampen Growth and Income -13.84% 5.91% N/A 9.09% 04-Oct-93 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth -20.33% N/A N/A -19.84% 01-May-00 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities N/A N/A N/A -31.76% 01-May-01 ING VP MagnaCap N/A N/A N/A -10.30% 01-May-01 ING VP SmallCap Opportunities N/A N/A N/A -24.54% 01-May-01 PIMCO TRUST PIMCO High Yield 0.13% N/A N/A -0.57% 01-May-98 PIMCO StocksPLUS Growth and Income -13.33% N/A N/A -0.16% 01-May-98 PROFUNDS VP ProFund VP Bull N/A N/A N/A -16.79% 01-May-01 ProFund VP Europe 30 N/A N/A N/A -25.43% 01-May-01 ProFund VP Small-Cap N/A N/A N/A -9.21% 01-May-01 THE PRUDENTIAL SERIES FUND, INC. Jennison -20.33% N/A N/A -24.98% 01-May-00 SP Jennison International Growth -37.23% N/A N/A -39.52% 02-Oct-00 - ---------------------------------------------------------------------------------------------------------------
4 NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS Quotations of non-standard average annual total return for any subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a contract over a period of one, five and 10 years (or, if less, up to the life of the subaccount), calculated pursuant to the formula: P(1+T)(n)]=ERV Where: (1) [P] equals a hypothetical initial premium payment of $1,000 (2) [T] equals an average annual total return (3) [n] equals the number of years (4) [ERV] equals the ending redeemable value of a hypothetical $1,000 initial premium payment made at the beginning of the period (or fractional portion thereof) assuming certain loading and charges are zero. All total return figures reflect the deduction of the mortality and expense risk charge and the administrative charges but not the deduction of the sales load and the annual contract fee. Average Annual Total Return for the subaccounts presented on a non-standardized basis, which includes deductions for the mortality and expense risk charge and the administrative charge but not the contract charge or surrender charge for the year ending December 31, 2001 were as follows: 5 Average Annual Total Return for Periods Ending 12/31/01-non standardized - -------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------- FROM INCEPTION 1 YEAR 5 YEARS 10 YEARS INCEPTION DATE - -------------------------------------------------------------------------------------------------------------- THE GCG TRUST All Cap 0.52% N/A N/A 8.35% 01-Feb-00 Capital Appreciation -14.05% 4.54% N/A 8.33% 04-May-92 Capital Growth -14.80% 3.28% N/A 6.90% 01-Apr-96 Capital Guardian Small Cap -2.79% 8.63% N/A 10.22% 02-Jan-96 Core Bond 1.06% -0.11% N/A 2.43% 07-Oct-94 Developing World -6.49% N/A N/A -8.50% 19-Feb-98 Diversified Mid-Cap -7.84% N/A N/A -7.28% 02-Oct-00 Equity Income -0.02% 6.18% 6.20% 7.01% 25-Jan-89 Fully Managed 8.36% 10.34% 8.57% 8.39% 25-Jan-89 Growth -30.97% 5.87% N/A 7.53% 01-Apr-96 Hard Assets -13.21% -.6.32% 3.26% 2.75% 25-Jan-89 International Equity -23.62% -3.31% N/A -2.30% 01-Apr-96 Internet Tollkeeper N/A N/A N/A -33.30% 01-May-01 Investors -5.53% N/A N/A 3.28% 01-Feb-00 Janus Growth and Income -10.65% N/A N/A -9.09% 02-Oct-00 Large Cap Value -4.89% N/A N/A 0.15% 01-Feb-00 Limited Maturity Bond 7.30% 4.78% 4.23% 5.15% 25-Jan-89 Liquid Asset 2.43% 3.54% 3.06% 3.66% 25-Jan-89 Managed Global -13.00% 10.74% N/A 6.36% 21-Oct-92 Mid-Cap Growth -24.49% 15.22% N/A 17.42% 07-Oct-94 Real Estate 6.62% 6.23% 10.97% 8.45% 25-Jan-89 Research -22.36% 5.16% N/A 10.43% 07-Oct-94 Special Situations -6.27% N/A N/A -13.62% 02-Oct-00 Strategic Equity -22.09% 4.58% N/A 6.40% 02-Oct-95 Total Return -0.86% 8.81% N/A 10.52% 07-Oct-94 Value Equity -5.68% 4.76% N/A 9.09% 03-Jan-95 Van Kampen Growth and Income -13.05% 6.69% N/A 9.86% 04-Oct-93 ING VARIABLE INSURANCE TRUST ING VP Worldwide Growth -19.58% N/A N/A -19.01% 01-May-00 ING VARIABLE PRODUCTS TRUST ING VP Growth Opportunities N/A N/A N/A -31.02% 01-May-01 ING VP MagnaCap N/A N/A N/A -9.43% 01-May-01 ING VP SmallCap Opportunities N/A N/A N/A -23.77% 01-May-01 PIMCO TRUST PIMCO High Yield 0.95% N/A N/A 0.33% 01-May-98 PIMCO StocksPLUS Growth and Income -12.55% N/A N/A 0.68% 01-May-98 PROFUNDS VP ProFund VP Bull N/A N/A N/A -15.96% 01-May-01 ProFund VP Europe 30 N/A N/A N/A -24.66% 01-May-01 ProFund VP Small-Cap N/A N/A N/A -8.32% 01-May-01 THE PRUDENTIAL SERIES FUND, INC. Jennison -19.57% N/A N/A -24.14% 01-May-00 SP Jennison International Growth -36.56% N/A N/A -38.82% 02-Oct-00 - ---------------------------------------------------------------------------------------------------------------
6 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. 7 ACCUMULATION UNIT VALUE The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus for the Contracts under Performance Information. Note that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical examples): ILLUSTRATION OF CALCULATION OF AUV EXAMPLE 1. 1. AUV, beginning of period $1.80000000 2. Value of securities, beginning of period $21.20 3. Change in value of securities $.50 4. Gross investment return (3) divided by (2) .02358491 5. Less daily mortality and expense charge 00003446 6. Less asset based administrative charge .00000276 7. Net investment return (4) minus (5) minus (6) .02355738 8. Net investment factor (1.000000) plus (7) 1.02355738 9. AUV, end of period (1) multiplied by (8) $1.84240328 ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX) EXAMPLE 2. 1. Initial Premium Payment $100.00 2. AUV on effective date of purchase (see Example 1) $1.8000000 3. Number of Units purchased [(1) divided by (2)] 55.55556 4. AUV for valuation date following purchase (see Example 1) $1.84240328 5. Accumulation Value in account for valuation date following purchase [(3) multiplied by (4)] $102.36 IRA PARTIAL WITHDRAWAL OPTION If the contract owner has an IRA contract and will attain age 70 1/2 in the current calendar year, distributions will be made in accordance with the requirements of Federal tax law. This option is available to assure that the required minimum distributions from qualified plans under the Internal Revenue Code (the "Code") are made. Under the Code, distributions must begin no later than April 1st of the calendar year following the calendar year in which the contract owner attains age 70 1/2. If the required minimum distribution is not withdrawn, there may be a penalty tax in an amount equal to 50% of the difference between the amount required to be withdrawn and the amount actually withdrawn. Even if the IRA Partial Withdrawal Option is not elected, distributions must nonetheless be made in accordance with the requirements of Federal tax law. 8 Golden American notifies the contract owner of these regulations with a letter mailed in the calendar year in which the contract owner reaches age 70 1/2 which explains the IRA Partial Withdrawal Option and supplies an election form. If electing this option, the owner specifies whether the withdrawal amount will be based on a life expectancy calculated on a single life basis (contract owner's life only) or, if the contract owner is married, on a joint life basis (contract owner's and spouse's lives combined). The contract owner selects the payment mode on a monthly, quarterly or annual basis. If the payment mode selected on the election form is more frequent than annually, the payments in the first calendar year in which the option is in effect will be based on the amount of payment modes remaining when Golden American receives the completed election form. Golden American calculates the IRA Partial Withdrawal amount each year based on the minimum distribution rules. We do this by dividing the contract value by the life expectancy. In the first year withdrawals begin, we use the contract value as of the date of the first payment. Thereafter, we use the contract value on December 31st of each year. The life expectancy is recalculated each year. Certain minimum distribution rules govern payouts if the designated beneficiary is other than the contract owner's spouse and the beneficiary is more than ten years younger than the contract owner. OTHER INFORMATION Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Contracts discussed in this Statement of Additional Information. Not all of the information set forth in the registration statements, amendments and exhibits thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information concerning the content of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC. Consolidated Financial Statements of Golden American Life Insurance Company The consolidated audited financial statements of Golden American Life Insurance Company are listed below and are included in this Statement of Additional Information: Report of Independent Auditors Audited Consolidated Financial Statements of Golden American Life Insurance Company Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2001, 2000 and 1999 Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999 Notes to Consolidated Financial Statements 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 of Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities as of December 31, 2001 Statement of Operations for the year ended December 31, 2001 Statements of Changes in Net Assets for the years ended December 31, 2001 and 2000 Notes to Financial Statements FINANCIAL STATEMENTS Golden American Life Insurance Company Separate Account B YEAR ENDED DECEMBER 31, 2001 WITH REPORT OF INDEPENDENT AUDITORS Golden American Life Insurance Company Separate Account B Financial Statements Year ended December 31, 2001 CONTENTS Report of Independent Auditors.................................................1 Audited Financial Statements Statement of Assets and Liabilities............................................3 Statement of Operations.......................................................10 Statements of Changes in Net Assets...........................................17 Notes to Financial Statements.................................................24 Report of Independent Auditors The Board of Directors and Participants Golden American Life Insurance Company We have audited the accompanying statement of assets and liabilities of Golden American Life Insurance Company Separate Account B (comprised of the Liquid Asset, Limited Maturity Bond, Large Cap Value, 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, Core Bond, Developing World, Growth Opportunities, Asset Allocation Growth, Diversified Mid-Cap, Investors, Growth and Income, Special Situations, Internet Tollkeeper, International Equity, Pilgrim Worldwide Growth, Pilgrim Growth Opportunities, Pilgrim MagnaCap, Pilgrim Small Cap Opportunities, Pilgrim Convertible Class, Pilgrim Growth and Income, Pilgrim LargeCap Growth, 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 All Cap Growth, Smith Barney Money Market, Asset Allocation, Equity, Galaxy Growth and Income, High Quality Bond, Small Company Growth, Alliance Bernstein Value, Alliance Growth and Income, Premier Growth, GET Fund - Series N, GET Fund - Series P, GET Fund - Series Q, Value Opportunity, Index Plus Large Cap, Index Plus Mid Cap, Index Plus Small Cap, AIM V.I. Dent Demographic Trends, AIM V.I. Growth Fund, Brinson Tactical Allocation, Equity-Income, Growth, Contrafund, Financial Services, Health Sciences, Utilities, Janus Aspen Worldwide Growth, PPI MFS Capital Opportunities, Pioneer Fund VCT, Pioneer Small Company VCT, Pioneer Mid-Cap Value VCT, Bull, Small-Cap, Europe 30, Putnam Growth and Income, International Growth and Income, and Voyager Divisions) as of December 31, 2001, 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. 1 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, 2001, 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, 2001 and the results of its operations and changes in its net assets for the periods disclosed in the financial statements, in conformity with accounting principles generally accepted in the United States. Atlanta, Georgia February 15, 2002 2
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities December 31, 2001 (DOLLARS IN THOUSANDS) LIMITED LARGE CAP HARD ALL REAL LIQUID ASSET MATURITY BOND VALUE ASSETS CAP ESTATE SERIES SERIES SERIES SERIES SERIES SERIES -------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 -------------------------------------------------------------------------------------------------- Total assets 1,071,485 364,062 275,489 33,209 299,314 126,169 -------------------------------------------------------------------------------------------------- Net assets $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 ================================================================================================== Net assets: Accumulation units $ 1,071,437 $ 363,844 $ 275,489 $ 33,165 $ 299,314 $ 126,057 Contracts in payout (annuitization) period 48 218 - 44 - 112 -------------------------------------------------------------------------------------------------- Total net assets $ 1,071,485 $ 364,062 $ 275,489 $ 33,209 $ 299,314 $ 126,169 ================================================================================================== Total number of shares: 1,071,485,356 33,035,775 27,061,741 3,392,106 25,959,582 8,067,044 ================================================================================================== Cost of shares: $ 1,071,485 $ 364,901 $ 277,825 $ 36,213 $ 302,930 $ 124,881 ================================================================================================== SEE ACCOMPANYING NOTES. 3
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) FULLY EQUITY CAPITAL RISING VALUE STRATEGIC MANAGED INCOME APPRECIATION DIVIDENDS EQUITY EQUITY SERIES SERIES SERIES SERIES SERIES SERIES ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ---------------------------------------------------------------------------------------- Total assets 644,971 416,763 440,209 732,049 199,039 259,382 ---------------------------------------------------------------------------------------- Net assets $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ======================================================================================== Net assets: Accumulation units $ 644,164 $ 415,835 $ 439,644 $ 731,833 $ 199,011 $ 259,005 Contracts in payout (annuitization) period 807 928 565 216 28 377 ---------------------------------------------------------------------------------------- Total net assets $ 644,971 $ 416,763 $ 440,209 $ 732,049 $ 199,039 $ 259,382 ======================================================================================== Total number of shares: 36,855,530 36,526,275 31,000,609 35,867,139 12,799,939 19,709,934 ======================================================================================== Cost of shares: $ 626,149 $ 429,510 $ 556,440 $ 809,758 $ 205,495 $ 297,335 ======================================================================================== SEE ACCOMPANYING NOTES. 4
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SMALL MANAGED MID-CAP CAPITAL TOTAL CAP GLOBAL GROWTH GROWTH RESEARCH RETURN SERIES SERIES SERIES SERIES SERIES SERIES ------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 ------------------------------------------------------------------------------------------- Total assets 480,513 250,388 928,290 395,434 637,711 793,394 ------------------------------------------------------------------------------------------- Net assets $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 =========================================================================================== Net assets: Accumulation units $ 480,417 $ 250,229 $ 928,125 $ 395,434 $ 637,711 $ 793,394 Contracts in payout (annuitization) period 96 159 165 - - - ------------------------------------------------------------------------------------------- Total net assets $ 480,513 $ 250,388 $ 928,290 $ 395,434 $ 637,711 $ 793,394 =========================================================================================== Total number of shares: 45,632,776 24,075,672 65,464,732 31,014,433 39,856,910 49,649,193 =========================================================================================== Cost of shares: $ 465,162 $ 242,498 $1,070,902 $ 491,153 $ 844,683 $ 812,437 =========================================================================================== SEE ACCOMPANYING NOTES. 5
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) CORE DEVELOPING ASSET ALLOCATION DIVERSIFIED GROWTH BOND WORLD GROWTH MID-CAP INVESTORS SERIES SERIES SERIES SERIES SERIES SERIES -------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 -------------------------------------------------------------------------------------------- Total assets 1,002,892 114,996 71,466 49,242 57,814 91,400 -------------------------------------------------------------------------------------------- Net assets $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 ============================================================================================ Net assets: Accumulation units $ 1,002,892 $ 114,996 $ 71,351 $ 49,242 $ 57,814 $ 91,400 Contracts in payout (annuitization) period - - 115 - - - -------------------------------------------------------------------------------------------- Total net assets $ 1,002,892 $ 114,996 $ 71,466 $ 49,242 $ 57,814 $ 91,400 ============================================================================================ Total number of shares: 72,673,397 11,751,448 10,063,725 5,653,528 6,277,325 8,704,748 ============================================================================================ Cost of shares: $ 1,275,990 $ 113,923 $ 69,466 $ 49,901 $ 57,016 $ 94,635 ============================================================================================ SEE ACCOMPANYING NOTES. 6
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PILGRIM GROWTH SPECIAL INTERNET INTERNATIONAL PILGRIM GROWTH PILGRIM AND SITUATIONS TOLLKEEPER EQUITY WORLDWIDE GROWTH OPPORTUNITIES MAGNACAP INCOME SERIES SERIES SERIES SERIES FUND PORTFOLIO PORTFOLIO --------------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 --------------------------------------------------------------------------------------------------------- Total assets 92,720 24,325 5,389 144,061 20,014 5,219 5,402 --------------------------------------------------------------------------------------------------------- Net assets $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 ========================================================================================================= Net assets: Accumulation units $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 Contracts in payout (annuitization) period - - - - - - - --------------------------------------------------------------------------------------------------------- Total net assets $ 92,720 $ 24,325 $ 5,389 $ 144,061 $ 20,014 $ 5,219 $ 5,402 ========================================================================================================= Total number of shares: 10,336,703 2,882,028 700,763 17,377,727 2,791,342 950,753 601,581 ========================================================================================================= Cost of shares: $ 96,519 $ 25,447 $ 5,390 $ 139,189 $ 20,696 $ 5,216 $ 5,382 ========================================================================================================= SEE ACCOMPANYING NOTES. 7
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PIMCO PILGRIM PILGRIM PILGRIM PILGRIM PIMCO STOCKSPLUS SMALL CAP CONVERTIBLE GROWTH AND LARGECAP HIGH GROWTH AND OPPORTUNITIES CLASS INCOME GROWTH YIELD BOND INCOME PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 --------------------------------------------------------------------------------------- Total assets 14,437 194 156 533 236,343 241,065 --------------------------------------------------------------------------------------- Net assets $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 ======================================================================================= Net assets: Accumulation units $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 Contracts in payout (annuitization) period - - - - - - --------------------------------------------------------------------------------------- Total net assets $14,437 $ 194 $ 156 $ 533 $ 236,343 $ 241,065 ======================================================================================= Total number of shares: 766,247 18,573 15,159 55,253 29,992,785 25,775,364 ======================================================================================= Cost of shares: $14,140 $ 192 $ 152 $ 530 $ 247,482 $ 310,538 ======================================================================================= SEE ACCOMPANYING NOTES. 8
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SP JENNISON SMITH BARNEY SMITH BARNEY PRUDENTIAL INTERNATIONAL SMITH BARNEY LARGE INTERNATIONAL JENNISON GROWTH APPRECIATION HIGH CAP ALL CAP GROWTH PORTFOLIO PORTFOLIO PORTFOLIO INCOME PORTFOLIO VALUE PORTFOLIO PORTFOLIO -------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 -------------------------------------------------------------------------------------------------- Total assets 45,991 11,310 723 370 563 300 -------------------------------------------------------------------------------------------------- Net assets $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 ================================================================================================== Net assets: Accumulation units $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 Contracts in payout (annuitization) period - - - - - - -------------------------------------------------------------------------------------------------- Total net assets $ 45,991 $ 11,310 $ 723 $ 370 $ 563 $ 300 ================================================================================================== Total number of shares: 2,492,783 2,082,469 33,424 43,180 30,305 25,049 ================================================================================================== Cost of shares: $ 45,198 $ 10,990 $ 708 $ 522 $ 622 $ 396 ================================================================================================== SEE ACCOMPANYING NOTES. 9a
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) GALAXY HIGH SMITH BARNEY ASSET GROWTH & QUALITY MONEY MARKET ALLOCATION EQUITY INCOME BOND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO --------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 221 $ 1,260 $ 807 $ 201 $ 152 --------------------------------------------------------------------- Total assets 221 1,260 807 201 152 --------------------------------------------------------------------- Net assets $ 221 $ 1,260 $ 807 $ 201 $ 152 ===================================================================== Net assets: Accumulation units $ 221 $ 1,260 $ 807 $ 201 $ 152 Contracts in payout (annuitization) period - - - - - --------------------------------------------------------------------- Total net assets $ 221 $ 1,260 $ 807 $ 201 $ 152 ===================================================================== Total number of shares: 220,536 85,408 51,092 18,618 14,395 ===================================================================== Cost of shares: $ 221 $ 1,465 $ 1,101 $ 208 $ 148 ===================================================================== SEE ACCOMPANYING NOTES. 9b
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) SMALL ALLIANCE ALLIANCE COMPANY BERNSTEIN GROWTH AND GET GET GROWTH VALUE INCOME PREMIER GROWTH FUND - FUND - PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO SERIES N SERIES P --------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 --------------------------------------------------------------------------------------------- Total assets 84 595 1,653 1,091 30,868 153,045 --------------------------------------------------------------------------------------------- Net assets $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 ============================================================================================= Net assets: Accumulation units $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 Contracts in payout (annuitization) period - - - - - - --------------------------------------------------------------------------------------------- Total net assets $ 84 $ 595 $ 1,653 $ 1,091 $ 30,868 $ 153,045 ============================================================================================= Total number of shares: 7,234 59,151 75,048 43,626 2,996,904 15,213,188 ============================================================================================= Cost of shares: $ 95 $ 577 $ 1,612 $ 1,030 $ 30,207 $ 152,752 ============================================================================================= SEE ACCOMPANYING NOTES. 9c
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) INDEX INDEX INDEX AIM V.I. GET VALUE PLUS PLUS PLUS DENT FUND - OPPORTUNITY LARGE CAP MID CAP SMALL CAP DEMOGRAPHIC SERIES Q PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO TRENDS FUND ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ---------------------------------------------------------------------------------------- Total assets 1,904 298 812 820 680 3,550 ---------------------------------------------------------------------------------------- Net assets $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ======================================================================================== Net assets: Accumulation units $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------- Total net assets $ 1,904 $ 298 $ 812 $ 820 $ 680 $ 3,550 ======================================================================================== Total number of shares: 190,318 22,498 58,556 60,663 58,745 636,122 ======================================================================================== Cost of shares: $ 1,904 $ 298 $ 791 $ 785 $ 625 $ 3,562 ======================================================================================== SEE ACCOMPANYING NOTES. 9d
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) AIM BRINSON V.I. TACTICAL EQUITY- FINANCIAL GROWTH ALLOCATION INCOME GROWTH CONTRAFUND SERVICES FUND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND ---------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ---------------------------------------------------------------------------------------------- Total assets 443 787 1,949 693 1,183 2,404 ---------------------------------------------------------------------------------------------- Net assets $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ============================================================================================== Net assets: Accumulation units $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------------- Total net assets $ 443 $ 787 $ 1,949 $ 693 $ 1,183 $ 2,404 ============================================================================================== Total number of shares: 27,082 62,040 86,270 20,790 59,159 193,550 ============================================================================================== Cost of shares: $ 425 $ 741 $ 1,886 $ 657 $ 1,132 $ 2,371 ============================================================================================== SEE ACCOMPANYING NOTES. 9e
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) JANUS PIONEER ASPEN PPI MFS PIONEER SMALL HEALTH WORLDWIDE CAPITAL FUND COMPANY SCIENCES UTILITIES GROWTH OPPORTUNITIES VCT VCT FUND FUND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ---------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ---------------------------------------------------------------------------------------- Total assets 10,790 964 1,298 698 2,275 938 ---------------------------------------------------------------------------------------- Net assets $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ======================================================================================== Net assets: Accumulation units $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 Contracts in payout (annuitization) period - - - - - - ---------------------------------------------------------------------------------------- Total net assets $ 10,790 $ 964 $ 1,298 $ 698 $ 2,275 $ 938 ======================================================================================== Total number of shares: 592,899 68,494 45,769 25,704 119,390 85,634 ======================================================================================== Cost of shares: $ 10,871 $ 970 $ 1,234 $ 650 $ 2,255 $ 889 ======================================================================================== SEE ACCOMPANYING NOTES. 9f
Golden American Life Insurance Company Separate Account B Statement of Assets and Liabilities (continued) December 31, 2001 (DOLLARS IN THOUSANDS) PIONEER MID-CAP PUTNAM INTERNATIONAL VALUE VCT GROWTH AND INCOME GROWTH AND VOYAGER PORTFOLIO BULL SMALL-CAP EUROPE 30 FUND INCOME FUND FUND -------------------------------------------------------------------------------------------------------- Assets Investments in mutual funds at fair value $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 -------------------------------------------------------------------------------------------------------- Total assets 5,139 20,583 19,968 6,312 455 604 577 -------------------------------------------------------------------------------------------------------- Net assets $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 ======================================================================================================== Net assets: Accumulation units $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 Contracts in payout (annuitization) period - - - - - - - -------------------------------------------------------------------------------------------------------- Total net assets $ 5,139 $ 20,583 $ 19,968 $ 6,312 $ 455 $ 604 $ 577 ======================================================================================================== Total number of shares: 297,390 764,005 699,068 260,183 19,434 62,068 116,225 ======================================================================================================== Cost of shares: $ 5,042 $ 20,369 $ 19,827 $ 6,229 $ 442 $ 588 $ 531 ======================================================================================================== SEE ACCOMPANYING NOTES. 9g
Golden American Life Insurance Company Separate Account B Statement of Operations For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) LIQUID LIMITED LARGE CAP HARD ASSET MATURITY BOND VALUE ASSETS ALL CAP REAL ESTATE DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $32,228 $13,869 $ 430 $ - $ 2,934 $ 4,453 --------------------------------------------------------------------------------------- Total investment income 32,228 13,869 430 - 2,934 4,453 Expenses: Mortality and expense risk and other charges 14,257 4,338 2,826 592 3,269 1,560 Annual administrative charges 360 81 41 15 59 41 Minimum death benefit guarantee charges 5 1 - 1 - - Contingent deferred sales charges 18,372 398 200 44 246 121 Other contract charges 351 100 175 6 177 38 Amortization of deferred charges related to: Deferred sales load 105 27 1 4 1 11 Premium taxes 31 - - - - - --------------------------------------------------------------------------------------- Total expenses 33,481 4,945 3,243 662 3,752 1,771 --------------------------------------------------------------------------------------- Net investment income (loss) (1,253) 8,924 (2,813) (662) (818) 2,682 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments - 4,818 (343) (1,681) (665) 4,537 Capital gains distributions - - - - 456 1,591 --------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions - 4,818 (343) (1,681) (209) 6,128 Net unrealized appreciation (depreciation) of investments - 3,378 (1,637) (3,365) (2,272) (3,608) --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(1,253) $17,120 $(4,793) $(5,708) $(3,299) $ 5,202 ======================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 10
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) FULLY EQUITY CAPITAL RISING EMERGING MARKET MANAGED INCOME APPRECIATION DIVIDENDS MARKETS MANAGER DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $16,156 $ 6,646 $ 322 $ 2,255 $ 59 $ 19 ------------------------------------------------------------------------------------------- Total investment income 16,156 6,646 322 2,255 59 19 Expenses: Mortality and expense risk and other charges 7,400 4,990 6,949 11,729 92 545 Annual administrative charges 170 134 185 308 4 - Minimum death benefit guarantee charges 1 3 - 1 - - Contingent deferred sales charges 665 538 677 1,255 5 - Other contract charges 165 99 159 164 1 - Amortization of deferred charges related to: Deferred sales load 64 68 51 96 3 19 Premium taxes - - 1 - - - ------------------------------------------------------------------------------------------- Total expenses 8,465 5,832 8,022 13,553 105 564 ------------------------------------------------------------------------------------------- Net investment income (loss) 7,691 814 (7,700) (11,298) (46) (545) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 11,174 (9,042) (15,294) 21,717 (1,106) 60 Capital gains distributions 10,374 7,560 - 8,449 - 3,369 ------------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 21,548 (1,482) (15,294) 30,166 (1,106) 3,429 Net unrealized appreciation (depreciation) of investments 1,318 (822) (50,801) (137,786) 898 (3,695) ------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $30,557 $(1,490) $(73,795) $(118,918) $ (254) $ (811) =========================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 11
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) STRATEGIC SMALL MANAGED MID-CAP CAPITAL VALUE EQUITY EQUITY CAP GLOBAL GROWTH GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 1,616 $ - $ 557 $ 317 $ 3,740 $ - -------------------------------------------------------------------------------------- Total investment income 1,616 - 557 317 3,740 - Expenses: Mortality and expense risk and other charges 2,959 4,471 6,860 3,655 15,832 6,539 Annual administrative charges 73 125 185 80 421 180 Minimum death benefit guarantee charges - - - - 1 - Contingent deferred sales charges 277 549 626 227 1,555 884 Other contract charges 49 149 166 146 401 95 Amortization of deferred charges related to: Deferred sales load 26 7 14 41 51 10 Premium taxes - - - - 1 - -------------------------------------------------------------------------------------- Total expenses 3,384 5,301 7,851 4,149 18,262 7,708 -------------------------------------------------------------------------------------- Net investment income (loss) (1,768) (5,301) (7,294) (3,832) (14,522) (7,708) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (2,127) (127,841) (283,317) (98,932) (608,749) (21,430) Capital gains distributions 2,392 387 - - 1,273 - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 265 (127,454) (283,317) (98,932) (607,476) (21,430) Net unrealized appreciation (depreciation) of investments (14,146) 52,004 276,874 72,788 312,790 (46,715) -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(15,649) $ (80,751) $ (13,737) $(29,976) $(309,208) $(75,853) ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 12
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) ASSET TOTAL CORE DEVELOPING ALLOCATION RESEARCH RETURN GROWTH BOND WORLD GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 815 $ 33,703 $ - $ 256 $ 854 $ 414 --------------------------------------------------------------------------------------- Total investment income 815 33,703 - 256 854 414 Expenses: Mortality and expense risk and other charges 10,789 10,888 18,456 994 1,120 383 Annual administrative charges 280 243 561 14 31 3 Minimum death benefit guarantee charges - - 1 - - - Contingent deferred sales charges 1,104 1,265 2,217 67 89 22 Other contract charges 231 220 409 37 30 33 Amortization of deferred charges related to: Deferred sales load 24 24 26 1 6 - Premium taxes - 1 1 - - - --------------------------------------------------------------------------------------- Total expenses 12,428 12,641 21,671 1,113 1,276 441 --------------------------------------------------------------------------------------- Net investment income (loss) (11,613) 21,062 (21,671) (857) (422) (27) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (13,683) 740 (652,014) (1,319) (8,830) (61) Capital gains distributions 16,451 16,488 - 262 118 - --------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 2,768 17,228 (652,014) (1,057) (8,712) (61) Net unrealized appreciation (depreciation) of investments (178,581) (46,531) 196,709 2,969 4,320 (644) --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(187,426) $ (8,241) $ (476,976) $ 1,055 $(4,814) $(732) ======================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 13
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PILGRIM DIVERSIFIED GROWTH AND SPECIAL INTERNET INTERNATIONAL WORLDWIDE MID CAP INVESTORS INCOME SITUATIONS TOLLKEEPER EQUITY GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION (a) DIVISION DIVISION ------------------------------------------------------------------------------------------------ NET INVESTMENT INCOME (LOSS) Income: Dividends $ 139 $ 728 $ 509 $ 60 $ - $ - $ - ------------------------------------------------------------------------------------------------ Total investment income 139 728 509 60 - - - Expenses: Mortality and expense risk and other charges 479 928 828 267 25 2,751 192 Annual administrative charges 4 12 7 4 - 62 3 Minimum death benefit guarantee charges - - - - - - - Contingent deferred sales charges 26 60 34 12 - 320 26 Other contract charges 38 53 59 18 2 47 16 Amortization of deferred charges related to: Deferred sales load - - - - - - - Premium taxes - - 1 - - - - ------------------------------------------------------------------------------------------------ Total expenses 547 1,053 929 301 27 3,180 237 ------------------------------------------------------------------------------------------------ Net investment income (loss) (408) (325) (420) (241) (27) (3,180) (237) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (602) (369) (175) (359) (152) (66,811) (1,558) Capital gains distributions - 1 - - - - - ------------------------------------------------------------------------------------------------ Net realized gain (loss) on investments and capital gains distributions (602) (368) (175) (359) (152) (66,811) (1,558) Net unrealized appreciation (depreciation) of investments 668 (3,000) (3,724) (769) (1) 30,006 (466) ------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $(342) $(3,693) $(4,319) $(1,369) $(180) $(39,985) $(2,261) ================================================================================================ (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 14
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PILGRIM PILGRIM SMALL PILGRIM PILGRIM PILGRIM GROWTH PILGRIM CAP CONVERTIBLE GROWTH AND LARGECAP OPPORTUNITIES MAGNACAP OPPORTUNITIES CLASS INCOME GROWTH DIVISION (a) DIVISION (a) DIVISION (a) DIVISION (c) DIVISION (c) DIVISION (c) ---------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $23 $ - $(4) $ - $ - ---------------------------------------------------------------------------------------- Total investment income - 23 - (4) - - Expenses: Mortality and expense risk and other charges 23 28 67 - 1 2 Annual administrative charges - - 1 - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 3 - 6 - - - Other contract charges 1 1 6 - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ---------------------------------------------------------------------------------------- Total expenses 27 29 80 - 1 2 ---------------------------------------------------------------------------------------- Net investment income (loss) (27) (6) (80) (4) (1) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (189) (8) (918) - 1 - Capital gains distributions - - - 5 1 - ---------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (189) (8) (918) 5 2 - Net unrealized appreciation (depreciation) of investments 3 20 297 2 4 3 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(213) $ 6 $(701) $ 3 $ 5 $ 1 ======================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 15
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PIMCO STOCKSPLUS SP JENNISON SMITH BARNEY PIMCO HIGH GROWTH AND PRUDENTIAL INTERNATIONAL HIGH YIELD BOND INCOME JENNISON GROWTH APPRECIATION INCOME DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ----------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 16,834 $ 10,135 $ - $ 19 $ 9 $ 50 ----------------------------------------------------------------------------------------- Total investment income 16,834 10,135 - 19 9 50 Expenses: Mortality and expense risk and other charges 3,406 3,823 338 126 11 6 Annual administrative charges 66 90 4 1 1 - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 388 453 43 11 4 - Other contract charges 90 67 22 7 - - Amortization of deferred charges related to: Deferred sales load 5 3 - - - - Premium taxes - - - - - - ----------------------------------------------------------------------------------------- Total expenses 3,955 4,436 407 145 16 6 ----------------------------------------------------------------------------------------- Net investment income (loss) 12,879 5,699 (407) (126) (7) 44 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (12,967) (21,014) (5,590) (3,123) 1 (32) Capital gains distributions - - 189 - - - ----------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (12,967) (21,014) (5,401) (3,123) 1 (32) Net unrealized appreciation (depreciation) of investments 448 (20,466) 2,985 418 (46) (32) ----------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $ 360 $(35,781) $(2,823) $(2,831) $(52) $(20) ========================================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) SMITH SMITH BARNEY BARNEY INTERNATIONAL SMITH BARNEY LARGE ALL CAP MONEY ASSET CAP VALUE GROWTH MARKET ALLOCATION EQUITY DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 9 $ - $ 7 $ 30 $ - ------------------------------------------------------------------------- Total investment income 9 - 7 30 - Expenses: Mortality and expense risk and other charges 9 5 3 20 14 Annual administrative charges 1 - - 1 1 Minimum death benefit guarantee charges - - - - - Contingent deferred sales charges - - 16 4 5 Other contract charges - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - Premium taxes - - - - - ------------------------------------------------------------------------- Total expenses 10 5 19 25 20 ------------------------------------------------------------------------- Net investment income (loss) (1) (5) (12) 5 (20) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (9) 1 - (14) (45) Capital gains distributions 22 - - - - ------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 13 1 - (14) (45) Net unrealized appreciation (depreciation) of investments (79) (142) - (136) (162) ------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(67) $(146) $(12) $(145) $(227) ========================================================================= (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16a
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) GALAXY HIGH SMALL ALLIANCE ALLIANCE GROWTH AND QUALITY COMPANY BERNSTEIN GROWTH & PREMIER INCOME BOND GROWTH VALUE INCOME GROWTH DIVISION DIVISION DIVISION DIVISION (c) DIVISION (c) DIVISION (c) -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ 7 $ - $ - $ - $ - -------------------------------------------------------------------------------------- Total investment income - 7 - - - - Expenses: Mortality and expense risk and other charges 4 2 1 2 4 3 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - -------------------------------------------------------------------------------------- Total expenses 4 2 1 2 4 3 -------------------------------------------------------------------------------------- Net investment income (loss) (4) 5 (1) (2) (4) (3) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (9) 1 (1) (5) (3) (6) Capital gains distributions - - - - - - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (9) 1 (1) (5) (3) (6) Net unrealized appreciation (depreciation) of investments (14) 1 1 18 41 61 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $(27) $ 7 $(1) $11 $34 $52 ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16b
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) GET GET GET INDEX INDEX FUND - FUND - FUND - VALUE PLUS PLUS SERIES N SERIES P SERIES Q OPPORTUNITY LARGE CAP MID CAP DIVISION(c) DIVISION (d) DIVISION(f) DIVISION (c) DIVISION (c) DIVISION (c) ------------------------------------------------------------------------------------ NET INVESTMENT INCOME (LOSS) Income: Dividends $222 $ 89 $ - $ - $ 4 $ - ------------------------------------------------------------------------------------ Total investment income 222 89 - - 4 - Expenses: Mortality and expense risk and other charges 189 163 - 1 2 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges 5 5 - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ------------------------------------------------------------------------------------ Total expenses 194 168 - 1 2 2 ------------------------------------------------------------------------------------ Net investment income (loss) 28 (79) - (1) 2 (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 72 - - (1) (4) (5) Capital gains distributions - - - - - - ------------------------------------------------------------------------------------ Net realized gain (loss) on investments and capital gains distributions 72 - - (1) (4) (5) Net unrealized appreciation (depreciation) of investments 661 293 - - 21 35 ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations $761 $214 $ - $(2) $19 $28 ==================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16c
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) AIM V.I. DENT BRINSON INDEX PLUS DEMOGRAPHIC AIM V.I. TACTICAL EQUITY- SMALL CAP TRENDS GROWTH ALLOCATION INCOME GROWTH DIVISION (c) DIVISION (e) DIVISION (e) DIVISION (c) DIVISION (c) DIVISION (c) ---------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ - $ 1 $ - $ - $ - ---------------------------------------------------------------------------------- Total investment income - - 1 - - - Expenses: Mortality and expense risk and other charges 2 3 1 2 5 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - ---------------------------------------------------------------------------------- Total expenses 2 3 1 2 5 2 ---------------------------------------------------------------------------------- Net investment income (loss) (2) (3) - (2) (5) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (2) 3 - (4) (4) (4) Capital gains distributions - - - - - - ---------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (2) 3 - (4) (4) (4) Net unrealized appreciation (depreciation) of investments 55 (12) 18 46 63 36 ---------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $51 $(12) $18 $40 $54 $30 ================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16d
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) JANUS ASPEN PPI MFS FINANCIAL HEALTH WORLDWIDE CAPITAL CONTRAFUND SERVICES SCIENCES UTILITIES GROWTH OPPORTUNITIES DIVISION (c) DIVISION (c) DIVISION (c) DIVISION (c) DIVISION(c) DIVISION (c) -------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ 9 $ 37 $ 4 $ 1 $ - -------------------------------------------------------------------------------------- Total investment income - 9 37 4 1 - Expenses: Mortality and expense risk and other charges 3 4 15 1 3 2 Annual administrative charges - - - - - - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - - - - Other contract charges - - - - - - Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - - -------------------------------------------------------------------------------------- Total expenses 3 4 15 1 3 2 -------------------------------------------------------------------------------------- Net investment income (loss) (3) 5 22 3 (2) (2) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments - 25 16 2 (4) (2) Capital gains distributions - - - 2 - - -------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions - 25 16 4 (4) (2) Net unrealized appreciation (depreciation) of investments 51 33 (81) (6) 64 48 -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $48 $63 $(43) $ 1 $58 $44 ====================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16e
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PIONEER PIONEER PIONEER SMALL MID-CAP FUND VCT COMPANY VCT VALUE VCT BULL SMALL-CAP EUROPE 30 DIVISION (c) DIVISION (c) DIVISION (b) DIVISION (a) DIVISION (a) DIVISION (a) ------------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ 3 $ - $ - $ - $ - $ - ------------------------------------------------------------------------------------- Total investment income 3 - - - - - Expenses: Mortality and expense risk and other charges 3 3 4 75 87 84 Annual administrative charges - - - 1 1 - Minimum death benefit guarantee charges - - - - - - Contingent deferred sales charges - - - 1 3 3 Other contract charges - - - 5 3 1 Amortization of deferred charges related to: Deferred sales load - - - - - - Premium taxes - - - - - ------------------------------------------------------------------------------------- Total expenses 3 3 4 82 94 88 ------------------------------------------------------------------------------------- Net investment income (loss) - (3) (4) (82) (94) (88) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments 3 (7) - (640) (1,538) (4,198) Capital gains distributions - - - - - - ------------------------------------------------------------------------------------- Net realized gain (loss) on investments and capital gains distributions 3 (7) - (640) (1,538) (4,198) Net unrealized appreciation (depreciation) of investments 20 49 97 214 141 83 ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations $23 $39 $93 $(508) $(1,491) $(4,203) ===================================================================================== (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16f
Golden American Life Insurance Company Separate Account B Statement of Operations (continued) For the year ended December 31, 2001, except as noted (DOLLARS IN THOUSANDS) PUTNAM INTERNATIONAL GROWTH & GROWTH AND INCOME INCOME VOYAGER DIVISION (c) DIVISION(c) DIVISION (c) -------------------------------------------- NET INVESTMENT INCOME (LOSS) Income: Dividends $ - $ - $ - -------------------------------------------- Total investment income - - - Expenses: Mortality and expense risk and other charges 1 2 1 Annual administrative charges - - - Minimum death benefit guarantee charges - - - Contingent deferred sales charges - - - Other contract charges - - - Amortization of deferred charges related to: Deferred sales load - - - Premium taxes - - - -------------------------------------------- Total expenses 1 2 1 -------------------------------------------- Net investment income (loss) (1) (2) (1) REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments (1) (4) - Capital gains distributions - - - -------------------------------------------- Net realized gain (loss) on investments and capital gains distributions (1) (4) - Net unrealized appreciation (depreciation) of investments 13 16 46 -------------------------------------------- Net increase (decrease) in net assets resulting from operations $11 $10 $45 ============================================ (a) Commencement of operations, May 1, 2001. (b) Commencement of operations, July 13, 2001. (c) Commencement of operations, July 16, 2001. (d) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 15, 2001. (f) Commencement of operations, December 13, 2001. SEE ACCOMPANYING NOTES. 16g
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) LIQUID LIMITED LARGE CAP HARD ALL ASSET MATURITY BOND VALUE ASSETS GROWTH ALL CAP DIVISION DIVISION DIVISION (a) DIVISION DIVISION DIVISION (a) ------------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 2000 $ 522,326 $150,401 $ - $38,929 $ 145,863 $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 18,885 9,842 267 (449) 71,237 1,786 Net realized gain (loss) on investments and capital gains distributions - (105) 239 (889) (17,900) 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (1,253) 8,924 (2,813) (662) - (818) Net realized gain (loss) on investments and capital gains distributions - 4,818 (343) (1,681) - (209) Net unrealized appreciation (depreciation) of investments - 3,378 (1,637) (3,365) - (2,272) ------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations (1,253) 17,120 (4,793) (5,708) - (3,299) Changes from principal transactions: Purchase payments 591,523 94,671 114,157 6,781 - 110,856 Contract distributions and terminations (449,815) (16,054) (6,489) (1,927) - (9,054) Transfer payments from (to) Fixed Accounts and other Divisions 251,363 67,367 74,069 (7,446) - 95,928 Addition to assets retained in the Account by Golden American Life Insurance Company 1 - - - - - ------------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions 393,072 145,984 181,737 (2,592) - 197,730 ------------------------------------------------------------------------------------------ Total increase (decrease) 391,819 163,104 176,944 (8,300) - 194,431 ------------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2001 $1,071,485 $364,062 $275,489 $33,209 $ - $299,314 ========================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 17
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (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, 2000 $ 55,677 $267,218 $271,284 $401,967 $ 813,094 $ 35,472 Increase (decrease) in net assets: Operations: Net investment income (loss) 3,006 11,042 11,274 (1,180) (9,314) (427) Net realized gain (loss) on investments and capital gains distributions (6,745) 26,765 3,807 28,348 55,582 (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 Increase (decrease) in net assets: Operations: Net investment income (loss) 2,682 7,691 814 (7,700) (11,298) (46) Net realized gain (loss) on investments and capital gains distributions 6,128 21,548 (1,482) (15,294) 30,166 (1,106) Net unrealized appreciation (depreciation) of investments (3,608) 1,318 (822) (50,801) (137,786) 898 --------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 5,202 30,557 (1,490) (73,795) (118,918) (254) Changes from principal transactions: Purchase payments 23,104 146,482 78,113 75,117 70,829 305 Contract distributions and terminations (4,974) (26,120) (19,657) (21,611) (39,067) (580) Transfer payments from (to) Fixed Accounts and other Divisions 2,531 148,392 68,000 (17,438) (41,139) (19,424) Addition to assets retained in the Account by Golden American Life Insurance Company 3 9 4 2 6 - --------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 20,664 268,763 126,460 36,070 (9,371) (19,699) --------------------------------------------------------------------------------- Total increase (decrease) 25,866 299,320 124,970 (37,725) (128,289) (19,953) --------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $126,169 $644,971 $416,763 $440,209 $ 732,049 $ - ================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 18
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) MARKET VALUE STRATEGIC MANAGED MID-CAP MANAGER EQUITY EQUITY SMALL CAP GLOBAL GROWTH DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------------ NET ASSETS AT JANUARY 1, 2000 $ 7,084 $137,380 $197,526 $324,429 $181,345 $539,215 Increase (decrease) in net assets: Operations: Net investment income (loss) 71 (497) (5,559) 134,762 48,911 387,415 Net realized gain (loss) on investments and capital gains distributions 883 (2,232) 64,740 93,230 8,079 221,840 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (545) (1,768) (5,301) (7,294) (3,832) (14,522) Net realized gain (loss) on investments and capital gains distributions 3,429 265 (127,454) (283,317) (98,932) (607,476) Net unrealized appreciation (depreciation) of investments (3,695) (14,146) 52,004 276,874 72,788 312,790 ------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from operations (811) (15,649) (80,751) (13,737) (29,976) (309,208) Changes from principal transactions: Purchase payments (168) 32,137 38,833 72,626 58,076 180,227 Contract distributions and terminations (10) (9,292) (13,819) (19,753) (10,294) (45,653) Transfer payments from (to) Fixed Accounts and other Divisions (5,630) 11,120 (44,615) 19,278 4,232 (55,138) Addition to assets retained in the Account by Golden American Life Insurance Company - 1 - 2 3 1 ------------------------------------------------------------------------------------ Increase (decrease) in net assets derived from principal transactions (5,808) 33,966 (19,601) 72,153 52,017 79,437 ------------------------------------------------------------------------------------ Total increase (decrease) (6,619) 18,317 (100,352) 58,416 22,041 (229,771) ------------------------------------------------------------------------------------ NET ASSETS AT DECEMBER 31, 2001 $ - $199,039 $259,382 $480,513 $250,388 $928,290 ==================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 19
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) CAPITAL TOTAL DEVELOPING GROWTH RESEARCH RETURN GROWTH CORE BOND WORLD DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION --------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $430,246 $636,760 $455,380 $1,205,510 $21,258 $51,673 Increase (decrease) in net assets: Operations: Net investment income (loss) (1,269) (3,095) 18,946 53,063 1,744 (784) Net realized gain (loss) on investments and capital gains distributions 12,678 88,334 21,577 303,706 (159) (14,480) 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 Increase (decrease) in net assets: Operations: Net investment income (loss) (7,708) (11,613) 21,062 (21,671) (857) (422) Net realized gain (loss) on investments and capital gains distributions (21,430) 2,768 17,228 (652,014) (1,057) (8,712) Net unrealized appreciation (depreciation) of investments (46,715) (178,581) (46,531) 196,709 2,969 4,320 --------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (75,853) (187,426) (8,241) (476,976) 1,055 (4,814) Changes from principal transactions: Purchase payments 40,288 98,910 174,830 150,918 45,161 11,440 Contract distributions and terminations (22,815) (32,070) (38,220) (53,998) (3,062) (3,183) Transfer payments from (to) Fixed Accounts and other Divisions (9,586) (42,232) 56,153 (92,035) 31,839 13,624 Addition to assets retained in the Account by Golden American Life Insurance Company 1 1 4 3 3 1 --------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 7,888 24,609 192,767 4,888 73,941 21,882 --------------------------------------------------------------------------------- Total increase (decrease) (67,965) (162,817) 184,526 (472,088) 74,996 17,068 --------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $395,434 $637,711 $793,394 $1,002,892 $114,996 $71,466 ================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 20
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) ASSET GROWTH SPECIAL GROWTH ALLOCATION DIVERSIFIED AND SITUATIONS OPPORTUNITIES GROWTH MID CAP INVESTORS INCOME DIVISION DIVISION DIVISION (e) DIVISION (d) DIVISION (f) DIVISION (d) (d) ------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 6,663 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 332 (3) (4) 491 (14) (8) Net realized gain (loss) on investments and capital gains distributions (268) (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 Increase (decrease) in net assets: Operations: Net investment income (loss) - (27) (408) (325) (420) (241) Net realized gain (loss) on investments and capital gains distributions - (61) (602) (368) (175) (359) Net unrealized appreciation (depreciation) of investments - (644) 668 (3,000) (3,724) (769) ------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - (732) (342) (3,693) (4,319) (1,369) Changes from principal transactions: Purchase payments - 30,995 33,892 41,981 56,119 12,758 Contract distributions and terminations - (753) (956) (2,329) (1,615) (535) Transfer payments from (to) Fixed Accounts and other Divisions - 15,035 13,862 33,883 29,809 7,580 Addition to assets retained in the Account by Golden American Life Insurance Company - 1 - - - - ------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - 45,278 46,798 73,535 84,313 19,803 ------------------------------------------------------------------------------------------- Total increase (decrease) - 44,546 46,456 69,842 79,994 18,434 ------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ - $49,242 $57,814 $91,400 $92,720 $24,325 =========================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 21
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) INTER- PILGRIM PILGRIM PILGRIM PILGRIM SMALL PILGRIM INTERNET NATIONAL WORLDWIDE GROWTH MAGNACAP CAP CONVERTIBLE TOLLKEEPER EQUITY GROWTH OPPORTUNITIES DIVISION OPPORTUNITIES CLASS DIVISION(h) DIVISION DIVISION(c) DIVISION(h) (h) DIVISION(h) DIVISION(j) --------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $175,569 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - 2,223 (9) - - - - Net realized gain (loss) on investments and capital gains distributions - (4,245) (220) - - - - Net unrealized appreciation (depreciation) of investments - (52,548) (216) - - - - --------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - (54,570) (445) - - - - Changes from principal transactions: Purchase payments - 78,906 4,326 - - - - Contract distributions and terminations - (9,015) (39) - - - - Transfer payments from (to) Fixed Accounts and other Divisions - 3,728 1,712 - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - - --------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - 73,619 5,999 - - - - --------------------------------------------------------------------------------------------- Total increase (decrease) - 19,049 5,554 - - - - --------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - 194,618 5,554 - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (27) (3,180) (237) (27) (6) (80) (4) Net realized gain (loss) on investments and capital gains distributions (152) (66,811) (1,558) (189) (8) (918) 5 Net unrealized appreciation (depreciation) of investments (1) 30,006 (466) 3 20 297 2 --------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (180) (39,985) (2,261) (213) 6 (701) 3 Changes from principal transactions: Purchase payments 3,417 21,029 12,903 3,287 3,746 8,651 146 Contract distributions and terminations (36) (7,978) (485) (61) (117) (133) - Transfer payments from (to) Fixed Accounts and other Divisions 2,188 (23,623) 4,303 2,206 1,767 6,620 45 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - - --------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 5,569 (10,572) 16,721 5,432 5,396 15,138 191 --------------------------------------------------------------------------------------------- Total increase (decrease) 5,389 (50,557) 14,460 5,219 5,402 14,437 194 --------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $5,389 $144,061 $20,014 $5,219 $5,402 $14,437 $194 ============================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 22
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) PIMCO PILGRIM PILGRIM PIMCO STOCKSPLUS SP JENNISON GROWTH AND LARGECAP HIGH GROWTH AND PRUDENTIAL INTERNATIONAL INCOME GROWTH YIELD BOND INCOME JENNISON GROWTH DIVISION (j) DIVISION (j) DIVISION DIVISION DIVISION (b) DIVISION (b) ---------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $146,057 $221,230 $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - 10,796 13,614 (44) (7) Net realized gain (loss) on investments and capital gains distributions - - (7,571) 12,254 925 49 Net unrealized appreciation (depreciation) of investments - - (6,847) (55,206) (2,191) (98) ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - (3,622) (29,338) (1,310) (56) Changes from principal transactions: Purchase payments - - 36,534 73,805 6,264 1,189 Contract distributions and terminations - - (7,991) (13,426) (138) (45) Transfer payments from (to) Fixed Accounts and other Divisions - - (8,121) 6,213 2,916 1,632 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - 20,422 66,592 9,042 2,776 ---------------------------------------------------------------------------------------- Total increase (decrease) - - 16,800 37,254 7,732 2,720 ---------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - 162,857 258,484 7,732 2,720 Increase (decrease) in net assets: Operations: Net investment income (loss) (1) (2) 12,879 5,699 (407) (126) Net realized gain (loss) on investments and capital gains distributions 2 - (12,967) (21,014) (5,401) (3,123) Net unrealized appreciation (depreciation) of investments 4 3 448 (20,466) 2,985 418 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 5 1 360 (35,781) (2,823) (2,831) Changes from principal transactions: Purchase payments 343 488 56,951 34,841 16,595 7,856 Contract distributions and terminations (1) - (12,056) (11,973) (945) (448) Transfer payments from (to) Fixed Accounts and other Divisions (191) 44 28,231 (4,506) 25,432 4,013 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 151 532 73,126 18,362 41,082 11,421 ---------------------------------------------------------------------------------------- Total increase (decrease) 156 533 73,486 (17,419) 38,259 8,590 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ 156 $533 $236,343 $241,065 $45,991 $11,310 ======================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23a
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) SMITH BARNEY SMITH BARNEY SMITH BARNEY INTERNATIONAL SMITH BARNEY APPRE- HIGH LARGE CAP ALL CAP MONEY CIATION INCOME VALUE GROWTH MARKET DIVISION DIVISION DIVISION DIVISION DIVISION ------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 983 $ 547 $ 643 $ 537 $ 579 Increase (decrease) in net assets: Operations: Net investment income (loss) (6) 45 5 (4) (2) Net realized gain (loss) on investments and capital gains distributions 37 (20) 12 15 - Net unrealized appreciation (depreciation) of investments (57) (66) 57 (162) - ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (26) (41) 74 (151) (2) Changes from principal transactions: Purchase payments 16 5 - 10 - Contract distributions and terminations (11) (22) (8) (6) (700) Transfer payments from (to) Fixed Accounts and other Divisions (131) (43) (17) 65 279 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions (126) (60) (25) 69 (421) ------------------------------------------------------------------------------- Total increase (decrease) (152) (101) 49 (82) (423) ------------------------------------------------------------------------------- Net assets at December 31, 2000 831 446 692 455 156 Increase (decrease) in net assets: Operations: Net investment income (loss) (7) 44 (1) (5) (12) Net realized gain (loss) on investments and capital gains distributions 1 (32) 13 1 - Net unrealized appreciation (depreciation) of investments (46) (32) (79) (142) - ------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (52) (20) (67) (146) (12) Changes from principal transactions: Purchase payments 5 - - - - Contract distributions and terminations (44) (25) (15) (4) (241) Transfer payments from (to) Fixed Accounts and other Divisions (17) (31) (47) (5) 318 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions (56) (56) (62) (9) 77 ------------------------------------------------------------------------------- Total increase (decrease) (108) (76) (129) (155) 65 ------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $ 723 $ 370 $ 563 $ 300 $ 221 =============================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23b
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) GALAXY SMALL ALLIANCE ASSET GROWTH AND COMPANY BERNSTEIN ALLOCATION EQUITY INCOME HIGH QUALITY GROWTH VALUE DIVISION DIVISION DIVISION BOND DIVISION DIVISION DIVISION (j) ---------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ 133 $ 297 $107 $ 27 $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) 10 (10) (3) 2 (1) - Net realized gain (loss) on investments and capital gains distributions 27 85 5 - 5 - Net unrealized appreciation (depreciation) of investments (70) (137) 5 3 (11) - ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (33) (62) 7 5 (7) - Changes from principal transactions: Purchase payments 1,153 817 138 33 50 - Contract distributions and terminations (8) (11) (11) (6) - - Transfer payments from (to) Fixed Accounts and other Divisions 142 30 43 19 29 - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,287 836 170 46 79 - ---------------------------------------------------------------------------------------- Total increase (decrease) 1,254 774 177 51 72 - ---------------------------------------------------------------------------------------- Net assets at December 31, 2000 1,387 1,071 284 78 72 - Increase (decrease) in net assets: Operations: Net investment income (loss) 5 (20) (4) 5 (1) (2) Net realized gain (loss) on investments and capital gains distributions (14) (45) (9) 1 (1) (5) Net unrealized appreciation (depreciation) of investments (136) (162) (14) 1 1 18 ---------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (145) (227) (27) 7 (1) 11 Changes from principal transactions: Purchase payments 105 87 48 33 9 463 Contract distributions and terminations (76) (87) (11) (4) - (1) Transfer payments from (to) Fixed Accounts and other Divisions (11) (37) (93) 38 4 122 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ---------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 18 (37) (56) 67 13 584 ---------------------------------------------------------------------------------------- Total increase (decrease) (127) (264) (83) 74 12 595 ---------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,260 $ 807 $201 $152 $ 84 $595 ======================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23c
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) ALLIANCE GROWTH & PREMIER GET FUND- GET FUND - GET FUND - VALUE INCOME GROWTH SERIES N SERIES P SERIES Q OPPORTUNITY DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (k) DIVISION (m) DIVISION (j) --------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - --------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - --------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - --------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (4) (3) 28 (79) - (1) Net realized gain (loss) on investments and capital gains distributions (3) (6) 72 - - (1) Net unrealized appreciation (depreciation) of investments 41 61 661 293 - - --------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 34 52 761 214 - (2) Changes from principal transactions: Purchase payments 1,467 921 1,687 6,196 - 289 Contract distributions and terminations (3) (1) (135) (202) - - Transfer payments from (to) Fixed Accounts and other Divisions 155 119 28,555 146,837 1,904 11 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - --------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,619 1,039 30,107 152,831 1,904 300 --------------------------------------------------------------------------------------- Total increase (decrease) 1,653 1,091 30,868 153,045 1,904 298 --------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,653 $1,091 $30,868 $153,045 $1,904 $298 ======================================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23d
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) AIM V.I. DENT INDEX PLUS INDEX PLUS INDEX PLUS DEMOGRAPHIC AIM V.I. TACTICAL LARGE CAP MID CAP SMALL CAP TRENDS GROWTH ALLOCATION DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (l) DIVISION (l) DIVISION (j) -------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - -------------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - -------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) 2 (2) (2) (3) - (2) Net realized gain (loss) on investments and capital gains distributions (4) (5) (2) 3 - (4) Net unrealized appreciation (depreciation) of investments 21 35 55 (12) 18 46 -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 19 28 51 (12) 18 40 Changes from principal transactions: Purchase payments 834 684 489 404 137 718 Contract distributions and terminations - - - (5) (1) - Transfer payments from (to) Fixed Accounts and other Divisions (41) 108 140 3,163 289 29 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 793 792 629 3,562 425 747 -------------------------------------------------------------------------------------------- Total increase (decrease) 812 820 680 3,550 443 787 -------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $812 $820 $680 $3,550 $443 $787 ============================================================================================ (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23e
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) EQUITY- CONTRA- FINANCIAL HEALTH INCOME GROWTH FUND SERVICES SCIENCES UTILITIES DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) DIVISION(j) ------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - ------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - ------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (5) (2) (3) 5 22 3 Net realized gain (loss) on investments and capital gains distributions (4) (4) - 25 16 4 Net unrealized appreciation (depreciation) of investments 63 36 51 33 (81) (6) ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 54 30 48 63 (43) 1 Changes from principal transactions: Purchase payments 1,658 578 1,001 822 1,234 325 Contract distributions and terminations (10) (12) (2) (4) (55) - Transfer payments from (to) Fixed Accounts and other Divisions 247 97 136 1,523 9,654 638 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - ------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,895 663 1,135 2,341 10,833 963 ------------------------------------------------------------------------------------- Total increase (decrease) 1,949 693 1,183 2,404 10,790 964 ------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,949 $693 $1,183 $2,404 $10,790 $964 ===================================================================================== (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23f
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) JANUS ASPEN PPI MFS PIONEER SMALL PIONEER WORLDWIDE CAPITAL PIONEER FUND COMPANY MID-CAP BULL GROWTH OPPORTUNITIES VCT VCT VALUE VCT DIVISION DIVISION (j) DIVISION (j) DIVISION (j) DIVISION (j) DIVISION(i) (h) -------------------------------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - - Net unrealized appreciation (depreciation) of investments - - - - - - -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - - Changes from principal transactions: Purchase payments - - - - - - Contract distributions and terminations - - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - - -------------------------------------------------------------------------------------------- Total increase (decrease) - - - - - - -------------------------------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (2) (2) - (3) (4) (82) Net realized gain (loss) on investments and capital gains distributions (4) (2) 3 (7) - (640) Net unrealized appreciation (depreciation) of investments 64 48 20 49 97 214 -------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations 58 44 23 39 93 (508) Changes from principal transactions: Purchase payments 1,166 625 1,074 857 620 3,580 Contract distributions and terminations (7) (3) (6) - (6) (153) Transfer payments from (to) Fixed Accounts and other Divisions 81 32 1,184 42 4,432 17,664 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - - -------------------------------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 1,240 654 2,252 899 5,046 21,091 -------------------------------------------------------------------------------------------- Total increase (decrease) 1,298 698 2,275 938 5,139 20,583 -------------------------------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $1,298 $698 $2,275 $938 $5,139 $20,583 ============================================================================================ (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23g
Golden American Life Insurance Company Separate Account B Statements of Changes in Net Assets (CONTINUED) For the years ended December 31, 2001 and 2000, except as noted (DOLLARS IN THOUSANDS) PUTNAM INTERNATIONAL GROWTH & GROWTH AND SMALL-CAP EUROPE 30 INCOME INCOME VOYAGER DIVISION (h) DIVISION (h) DIVISION (j) DIVISION (j) DIVISION (j) ----------------------------------------------------------------------- NET ASSETS AT JANUARY 1, 2000 $ - $ - $ - $ - $ - Increase (decrease) in net assets: Operations: Net investment income (loss) - - - - - Net realized gain (loss) on investments and capital gains distributions - - - - - Net unrealized appreciation (depreciation) of investments - - - - - ----------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations - - - - - Changes from principal transactions: Purchase payments - - - - - Contract distributions and terminations - - - - - Transfer payments from (to) Fixed Accounts and other Divisions - - - - - Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ----------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions - - - - - ----------------------------------------------------------------------- Total increase (decrease) - - - - - ----------------------------------------------------------------------- Net assets at December 31, 2000 - - - - - Increase (decrease) in net assets: Operations: Net investment income (loss) (94) (88) (1) (2) (1) Net realized gain (loss) on investments and capital gains distributions (1,538) (4,198) (1) (4) - Net unrealized appreciation (depreciation) of investments 141 83 13 16 46 ----------------------------------------------------------------------- Net increase (decrease) in net assets resulting from operations (1,491) (4,203) 11 10 45 Changes from principal transactions: Purchase payments 2,754 1,157 450 488 456 Contract distributions and terminations (281) (293) - - (1) Transfer payments from (to) Fixed Accounts and other Divisions 18,986 9,651 (6) 106 77 Addition to assets retained in the Account by Golden American Life Insurance Company - - - - - ----------------------------------------------------------------------- Increase (decrease) in net assets derived from principal transactions 21,459 10,515 444 594 532 ----------------------------------------------------------------------- Total increase (decrease) 19,968 6,312 455 604 577 ----------------------------------------------------------------------- NET ASSETS AT DECEMBER 31, 2001 $19,968 $6,312 $455 $604 $577 ======================================================================= (a) Commencement of operations, January 3, 2000. (h) Commencement of operations, May 1, 2001. (b) Commencement of operations, February 1, 2000. (i) Commencement of operations, July 13, 2001. (c) Commencement of operations, May 5, 2000. (j) Commencement of operations, July 16, 2001. (d) Commencement of operations, May 8, 2000. (k) Commencement of operations, September 17, 2001. (e) Commencement of operations, October 2, 2000. (l) Commencement of operations, October 15, 2001. (f) Commencement of operations, October 3, 2000. (m) Commencement of operations, December 13, 2001. (g) Commencement of operations, October 4, 2000. SEE ACCOMPANYING NOTES. 23h
Golden American Life Insurance Company Separate Account B Notes To Financial Statements December 31, 2001 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 charged 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 2001, the Account had GoldenSelect Contracts, Granite PrimElite Contracts, and SmartDesign Contracts. GoldenSelect Contracts sold by Golden American during 2001 include DVA Plus, Access, Premium Plus, ESII, Value, Access One, Landmark and Generations. SmartDesign Contracts include Variable Annuity (VA) and Advantage. The Account discontinued offering DVA 80 in May 1991 and discontinued registering DVA and DVA Series 100 for sale to the public as of May 1, 2000. At December 31, 2001, the Account had, under GoldenSelect Contracts, fifty investment Divisions: Liquid Asset, Limited Maturity Bond, Large Cap Value, Hard Assets, All Cap, Real Estate, Fully Managed, Equity Income, Capital Appreciation, Rising Dividends, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth, Capital Growth, Research, Total Return, Growth, Core Bond, Developing World, Asset Allocation Growth, Diversified Mid Cap, Investors, Growth and Income, Special Situations, Internet Tollkeeper, International Equity, Pilgrim Worldwide Growth, Pilgrim Growth Opportunities, Pilgrim MagnaCap, Pilgrim Small Cap Opportunities, PIMCO High Yield Bond, PIMCO 24 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 1. ORGANIZATION (CONTINUED) StocksPLUS Growth and Income, Prudential Jennison, SP Jennison International Growth, Asset Allocation, Equity, Galaxy Growth and Income, High Quality Bond, Small Company Growth, AIM V.I. Dent Demographic Trends, Financial Services, Health Sciences, Utilities, Pioneer Fund VCT, Pioneer Mid-Cap Value VCT, Bull, Small-Cap and Europe 30 Divisions. The Account had, under SmartDesign Contracts, forty investment Divisions: Liquid Asset, Value Equity, Research, Total Return, Core Bond, Growth and Income, Pilgrim Worldwide Growth, Pilgrim MagnaCap, Pilgrim Convertible Class, Pilgrim Growth and Income, Pilgrim LargeCap Growth, PIMCO High Yield Bond, Prudential Jennison, SP Jennison International Growth, Alliance Bernstein Value, Alliance Growth and Income, Premier Growth, AIM V.I. Dent Demographic Trends, AIM V.I. Growth, GET Fund - Series N, GET Fund - Series P, GET Fund - Series Q, Value Opportunity, Index Plus Large Cap, Index Plus Mid Cap, Index Plus Small Cap, Brinson Tactical Allocation, Equity-Income, Growth, Contrafund, Financial Services, Health Sciences, Utilities, Janus Aspen Worldwide Growth, PPI MFS Capital Opportunities, Pioneer Fund VCT, Pioneer Small Company VCT, Putnam Growth and Income, International Growth and Income and Voyager 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 All Cap Growth, 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 of The GCG Trust, Pilgrim Variable Insurance Trust, Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Prudential Series Fund Inc., Greenwich Street Series Fund Inc., Travelers Series Fund Inc., The Galaxy VIP Fund, Alliance Variable Products Series Fund Inc., Aetna Variable Portfolios Inc., AIM Variable Insurance Funds, Inc., Brinson Series Trust, INVESCO Variable Investment Funds Inc., Janus Aspen Series, Portfolio Partners Inc., Pioneer Variable Contracts Trust, The ProFunds VP, or Putnam Variable Trust (the "Trusts"). The Account also includes The Fund For Life Division, which is not included in the accompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994. 25 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 1. ORGANIZATION (CONTINUED) 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. The separate accounts in the Series substituted shares of Mid-Cap Growth Series for shares of All Growth and Growth Opportunities Series. 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 March 6, 2001, all remaining proceeds in the Market Manager Series were liquidated and Contractowner holdings were reallocated to the Liquid Asset Series as described in the contract prospectus. Following approval by its shareholders, the Emerging Markets Series was merged into the Developing World Series on April 27, 2001 at no cost to current contract holders. Directed Services, Inc., the Series' manager, absorbed all costs associated with the merger. On December 14, 2001, the consolidation of the Warburg Pincus International Equity Portfolio into the GCG Trust International Equity Series took place at no cost to contract holders. Shares of GCG Trust International Equity Series were substituted for shares of Warburg Pincus International Equity Portfolio. 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 recorded at fair value, determined by 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 26 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVESTMENTS (CONTINUED) 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. RECLASSIFICATIONS Certain amounts in the 2000 financial information have been reclassified to conform to the 2001 presentation. 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: 27 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) 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 0.90 DVA Series 100 1.25 DVA Plus (pre February 2000) - Standard 1.10 DVA Plus (post January 2000) - Standard 1.15 DVA Plus (post 2000) - Standard 1.15 DVA Plus (pre February 2000) - Annual Ratchet 1.25 DVA Plus (pre February 2000) - 5.5% Solution 1.25 DVA Plus (post January 2000) - 5.5% Solution 1.25 DVA Plus (post January 2000) - Annual Ratchet 1.30 DVA Plus (post 2000) - 5.5% Solution 1.30 DVA Plus (pre February 2000) - 7% Solution 1.40 DVA Plus (post January 2000) - Max 5.5 1.40 DVA Plus (post 2000) - Annual Ratchet 1.40 DVA Plus (post 2000) - Max 5.5 1.45 DVA Plus (post January 2000) - 7% Solution 1.50 DVA Plus (post 2000) - 7% Solution 1.50 DVA Plus (post January 2000) - Max 7 1.60 DVA Plus (post 2000) - Max 7 1.60 Access (pre February 2000) - Standard 1.25 Access (post January 2000) - Standard 1.30 Access (post 2000) - Standard 1.30 Access (pre February 2000) - Annual Ratchet 1.40 Access (pre February 2000) - 5.5% Solution 1.40 28 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Access (post January 2000) - Annual Ratchet 1.45% Access (post January 2000) - 5.5% Solution 1.45 Access (post 2000) - 5.5% Solution 1.45 Access (pre February 2000) - 7% Solution 1.55 Access (post January 2000) - Max 5.5 1.55 Access (post 2000) - Annual Ratchet 1.55 Access (post 2000) - Max 5.5 1.60 Access (post January 2000) - 7% Solution 1.65 Access (post 2000) - 7% Solution 1.65 Access (post April 2001) - Standard 1.65 Access (post January 2000) - Max 7 1.75 Access (post 2000) - Max 7 1.75 Access (post April 2001) - 5.5% Solution 1.80 Access (post April 2001) - Annual Ratchet 1.90 Access (post April 2001) - Max 5.5 1.95 Access (post April 2001) - 7% Solution 2.00 Access (post April 2001) - Max 7 2.10 Premium Plus (pre February 2000) - Standard 1.25 Premium Plus (post January 2000) - Standard 1.30 Premium Plus (post 2000) - Standard 1.30 Premium Plus (pre February 2000) - Annual Ratchet 1.40 Premium Plus (pre February 2000) - 5.5% Solution 1.40 Premium Plus (post January 2000) - Annual Ratchet 1.45 Premium Plus (post January 2000) - 5.5% Solution 1.45 Premium Plus (post 2000) - 5.5% Solution 1.45 Premium Plus (pre February 2000) - 7% Solution 1.55 Premium Plus (post January 2000) - Max 5.5 1.55 Premium Plus (post 2000) - Annual Ratchet 1.55 Premium Plus (post 2000) - Max 5.5 1.60 Premium Plus (post January 2000) - 7% Solution 1.65 Premium Plus (post 2000) - 7% Solution 1.65 29 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Premium Plus (post January 2000) - Max 7 1.75% Premium Plus (post 2000) - Max 7 1.75 ES II (pre 2001) 1.25 ES II (post 2000) - Standard 1.25 ES II (post 2000) - Deferred Ratchet 1.30 ES II (post 2000) - 5.5% Solution 1.40 ES II (post 2000) - Annual Ratchet 1.50 ES II (post 2000) - Max 5.5 1.55 ES II (post 2000) - 7% Solution 1.60 ES II (post 2000) - Max 7 1.70 Value - Standard 0.75 Access One 0.35 Granite PrimElite - Standard 1.10 Granite PrimElite - Annual Ratchet 1.25 Generations - Standard 1.25 Generations - Deferred Ratchet 1.30 Generations - Annual Ratchet 1.50 Generations - 7% Solution 1.60 Generations - Max 7 1.70 Landmark - Standard 1.50 Landmark - 5.5% Solution 1.65 Landmark - Annual Ratchet 1.75 Landmark - Max 5.5 1.80 Landmark - 7% Solution 1.85 Landmark - Max 7 1.95 VA Option I 0.80 VA Option II 1.10 VA Option III 1.25 VA Bonus Option I 1.30 VA Bonus Option II 1.60 VA Bonus Option III 1.75 30 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) SERIES ANNUAL RATES - ------ ------------------- Advantage Option I 2.20% Advantage Option II 2.40 Advantage Option III 2.55 ASSET BASED ADMINISTRATIVE CHARGES A daily charge at an annual rate of 0.10% is deducted from assets attributable to DVA 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, Granite PrimElite, Generations, Landmark, VA and Advantage 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, Value, VA, and Advantage 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. 31 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) CONTINGENT DEFERRED SALES CHARGES Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite Contracts, Landmark, VA, and Advantage 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.
SURRENDER CHARGE COMPLETE YEARS DVA ELAPSED SINCE 80 & DVA PREMIUM ES II & GRANITE LANDMARK & PREMIUM PAYMENT DVA PLUS PLUS GENERATIONS VALUE PRIMELITE ADVANTAGE VA ------------------------------------------------------------------------------------------------------------ 0 6% 7% 8% 8% 6% 7% 6% 7% 1 5 7 8 7 6 7 5 7 2 4 6 8 6 6 6 4 6 3 3 5 8 5 5 5 - 6 4 2 4 7 4 4 4 - 5 5 1 3 6 3 3 3 - 4 6 - 1 5 2 1 1 - 3 7 - - 3 1 - - - - 8 - - 1 - - - - - 9+ - - - - - - - - ------------------------------------------------------------------------------------------------------------ 32
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) OTHER CONTRACT CHARGES Under DVA 80, DVA, 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 Contracts, annual distribution fees are deducted from the Contract accumulation values. DEFERRED SALES LOAD Under Contracts offered prior to October 1995, a sales load of up to 7.5 % was assessed against each premium payment for sales-related expenses as specified in the Contracts. For DVA Series 100, the sales load is deducted in equal annual installments over the period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA 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. 33 Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 3. CHARGES AND FEES (CONTINUED) 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 2001 2000 --------------------------------------- (DOLLARS IN THOUSANDS) Balance at beginning of year $ 678 $ 3,093 Sales load advanced 46 43 Amortization of deferred sales load and premium tax (724) (2,458) --------------------------------------- Balance at end of year $ - $ 678 ======================================= 34
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES The aggregate cost of purchases and proceeds from sales of investments follows: YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) The GCG Trust: Liquid Asset Series $5,778,907 $5,387,088 $5,009,626 $4,852,286 Limited Maturity Bond Series 320,388 165,480 100,400 49,723 Large Cap Value Series 192,419 13,495 104,683 5,678 Hard Assets Series 15,759 19,014 40,084 35,964 All Growth Series - - 71,697 148,258 All Cap Series 215,529 18,161 111,560 5,575 Real Estate Series 71,207 46,270 96,209 64,912 Fully Managed Series 377,005 90,177 112,464 61,046 Equity Income Series 216,341 81,506 98,938 88,840 Capital Appreciation Series 142,512 114,142 227,251 51,623 Rising Dividends Series 60,251 72,471 151,463 58,223 Emerging Markets Series 49,902 69,646 62,812 67,830 Market Manager Series 3,388 8,410 594 813 Value Equity Series 109,345 74,755 126,574 94,165 Strategic Equity Series 199,079 223,594 404,992 147,040 Small Cap Series 474,975 410,116 668,534 299,869 Managed Global Series 994,534 946,349 773,452 628,437 Mid-Cap Growth Series 813,977 747,789 1,570,684 553,073 Capital Growth Series 150,331 150,151 163,005 24,871 Research Series 208,240 178,793 332,012 33,449 Total Return Series 303,584 73,267 177,368 58,592 Growth Series 838,003 854,786 2,357,943 1,555,976 Core Bond Series 96,443 23,096 21,953 1,829 Developing World Series 514,464 492,886 224,227 196,834 Growth Opportunities Series - - 397 6,296 Asset Allocation Growth Series 46,049 798 4,913 194 Diversified Mid-Cap Series 51,740 5,350 16,411 5,011 Investors Series 79,313 6,102 37,309 15,640 Growth and Income Series 85,909 2,016 15,051 2,209 Special Situations Series 21,339 1,778 6,296 46 Internet Tollkeeper Series 5,934 392 - - International Equity Series 1,288,757 1,304,170 1,216,239 1,119,035 35
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES (CONTINUED) YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Fund $ 24,855 $ 8,371 $ 8,467 $ 2,477 Pilgrim Variable Products Trust: Pilgrim Growth Opportunities Portfolio 7,080 1,675 - - Pilgrim MagnaCap Portfolio 5,521 131 - - Pilgrim Small Cap Opportunities Portfolio 20,495 5,437 - - Pilgrim Convertible Class Portfolio 195 3 - - Pilgrim Growth and Income Portfolio 442 291 - - Pilgrim LargeCap Growth Portfolio 538 8 - - PIMCO Variable Insurance Trust: PIMCO High Yield Bond Portfolio 187,456 101,450 104,012 72,796 PIMCO StocksPLUS Growth and Income Portfolio 78,983 54,922 128,021 38,274 Prudential Series Fund, Inc.: Prudential Jennison Portfolio 161,864 120,999 10,354 418 SP Jennison International Growth Portfolio 72,009 60,714 13,316 10,547 Greenwich Street Series Fund Inc.: Appreciation Portfolio 54 116 136 255 Travelers Series Fund Inc.: Smith Barney High Income Portfolio 51 62 78 93 Smith Barney Large Cap Value Portfolio 30 71 77 82 Smith Barney International All Cap Growth Portfolio 4 19 111 46 Smith Barney Money Market Portfolio 194 129 13 436 The Galaxy VIP Fund: Asset Allocation Portfolio 214 191 1,340 17 Equity Portfolio 130 187 946 35 Growth and Income Portfolio 59 119 185 14 High Quality Bond Portfolio 90 18 58 10 Small Company Growth Portfolio 19 6 84 1 Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Portfolio 648 66 - - Growth and Income Portfolio 1,659 44 - - Premier Growth Portfolio 1,115 79 - - 36
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 4. PURCHASES AND SALES OF INVESTMENT SECURITIES (CONTINUED) YEAR ENDED DECEMBER 31 2001 2000 --------------------------------------------------------- PURCHASES SALES PURCHASES SALES --------------------------------------------------------- (DOLLARS IN THOUSANDS) Aetna Variable Portfolios, Inc.: GET Fund - Series N $33,144 $ 3,009 $ - $ - GET Fund - Series P 152,998 246 - - GET Fund - Series Q 1,904 0 - - Value Opportunity Portfolio 314 15 - - Index Plus Large Cap Portfolio 896 101 - - Index Plus Mid Cap Portfolio 852 62 - - Index Plus Small Cap Portfolio 854 227 - - AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Fund 3,649 90 - - AIM V.I. Growth Fund 427 2 - - Brinson Series Trust: Tactical Allocation Portfolio 794 49 - - Fidelity Variable Insurance Products: Equity-Income Portfolio 1,945 55 - - Growth Portfolio 705 44 - - Contrafund Portfolio 1,568 436 - - INVESCO Variable Investment Funds, Inc.: Financial Services Fund 3,684 1,338 - - Health Sciences Fund 13,606 2,751 - - Utilities Fund 1,085 117 - - Janus Aspen Series: Janus Aspen Worldwide Growth Portfolio 1,300 62 - - Portfolio Partners, Inc.: PPI MFS Capital Opportunities Portfolio 661 9 - - Pioneer Variable Contracts Trust: Pioneer Fund VCT Portfolio 2,403 151 - - Pioneer Small Company VCT Portfolio 978 82 - - Pioneer Mid-Cap VCT Portfolio 5,058 16 - - The ProFunds VP: Bull 41,559 20,550 - - Small-Cap 202,340 180,975 - - Europe 30 179,473 169,046 - - Putnam Variable Trust: Growth and Income Fund 456 13 - - International Growth and Income Fund 625 33 - - Voyager Fund 539 8 - - --------------------------------------------------------- COMBINED $14,943,146 $12,316,643 $14,572,339 $10,358,838 ========================================================= 37, 38
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS The changes in units outstanding for the years ended December 31, 2001 and 2000 are shown in the following table. 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 redemption (surrender of the old Contract) and an issue (acquisition of the new Contract). All of the units issued for the Market Manager Division resulted from such updates. FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- The GCG Trust: Liquid Asset Division 406,837,337 381,974,408 24,862,929 359,367,174 350,362,386 9,004,788 Limited Maturity Bond Division 21,094,466 13,022,965 8,071,501 6,653,002 4,238,782 2,414,220 Large Cap Value Division 21,298,417 3,032,221 18,266,196 10,510,495 1,148,728 9,361,767 Hard Assets Division 1,479,521 1,669,257 (189,736) 2,834,446 2,496,801 337,645 All-Growth Division - - - 1,772 4,534,313 (4,532,541) All Cap Division 20,782,291 4,029,958 16,752,333 10,302,677 1,241,107 9,061,570 Real Estate Division 3,276,661 2,545,459 731,202 4,319,128 3,211,948 1,107,180 Fully Managed Division 15,753,519 5,774,203 9,979,316 4,937,015 3,912,225 1,024,790 Equity Income Division 11,244,435 5,753,173 5,491,262 5,587,065 5,891,560 (304,495) Capital Appreciation Division 9,170,101 7,646,399 1,523,702 9,788,554 3,977,530 5,811,024 Rising Dividends Division 5,403,189 5,969,298 (566,109) 8,048,967 4,882,590 3,166,377 Emerging Markets Division 7,053,917 9,615,850 (2,561,933) 6,972,719 7,369,824 (397,105) Market Manager Division - 238,516 (238,516) - 26,641 (26,641) Value Equity Division 7,284,108 5,650,995 1,633,113 7,941,727 6,192,411 1,749,316 Strategic Equity Division 18,048,284 19,375,073 (1,326,789) 19,709,430 9,587,363 10,122,067 Small Cap Division 32,782,567 28,723,840 4,058,727 26,260,160 17,429,511 8,830,649 Managed Global Division 57,913,358 54,827,286 3,086,072 34,701,368 30,852,410 3,848,958 Mid-Cap Growth Division 26,837,412 24,939,789 1,897,623 29,199,551 15,272,144 13,927,407 Capital Growth Division 12,516,724 12,352,679 164,045 9,504,070 2,906,917 6,597,153 Research Division 11,109,168 10,124,605 984,563 10,607,414 2,858,194 7,749,220 Total Return Division 16,341,446 6,826,503 9,514,943 9,344,159 5,124,311 4,219,848 Growth Division 56,738,599 57,342,210 (603,611) 90,088,344 64,904,288 25,184,056 Core Bond Division 9,464,453 3,028,846 6,435,607 2,067,425 444,699 1,622,726 Developing World Division 77,143,940 74,214,198 2,929,742 25,929,101 23,178,428 2,750,673 Growth Opportunities Division - - - 2,653 586,755 (584,102) Asset Allocation Growth Division 5,576,656 359,275 5,217,381 536,932 35,902 501,030 Diversified Mid-Cap Division 6,501,025 1,269,887 5,231,138 1,738,197 587,931 1,150,266 39
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- The GCG Trust (continued): Investors Division 8,174,409 1,445,937 6,728,472 3,506,979 1,589,857 1,917,122 Growth and Income Division 10,214,159 1,007,740 9,206,419 1,550,837 270,440 1,280,397 Special Situations Division 3,020,279 751,676 2,268,603 696,811 33,708 663,103 Internet Tollkeeper Division 867,730 158,666 709,064 - - - International Equity Division 140,797,564 141,233,941 (436,377) 92,849,675 86,976,149 5,873,526 Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division 3,791,068 1,563,623 2,227,445 966,161 330,869 635,292 Pilgrim Variable Products Trust: Pilgrim Growth Opportunities Division 931,175 259,800 671,375 - - - Pilgrim MagnaCap Division 632,349 53,590 578,759 - - - Pilgrim Small Cap Opportunities Division 2,548,996 811,701 1,737,295 - - - Pilgrim Convertible Class Division 18,782 347 18,435 - - - Pilgrim Growth and Income Division 45,138 30,153 14,985 - - - Pilgrim LargeCap Growth Division 56,377 733 55,644 - - - PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division 21,217,537 13,988,901 7,228,636 11,171,609 9,133,980 2,037,629 PIMCO StocksPLUS Growth and Income Division 8,925,373 7,365,612 1,559,761 10,253,524 4,989,762 5,263,762 Prudential Series Fund, Inc.: Prudential Jennison Division 26,252,187 19,904,133 6,348,054 1,167,863 181,053 986,810 SP Jennison International Growth 12,383,699 10,604,474 1,779,225 1,516,731 1,198,936 317,795 Division Greenwich Street Series Fund Inc.: Appreciation Division 2,637 6,303 (3,666) 6,545 13,984 (7,439) Travelers Series Fund Inc.: Smith Barney High Income Division 93 4,626 (4,533) 2,416 6,424 (4,008) Smith Barney Large Cap Value Division 6 3,282 (3,276) 2,886 4,081 (1,195) Smith Barney International All Cap Growth Division 277 1,051 (774) 4,883 1,931 2,952 Smith Barney Money Market Division 15,005 10,129 4,876 - 36,664 (36,664) The Galaxy VIP Fund: Asset Allocation Division 19,007 19,492 (485) 117,695 1,286 116,409 Equity Division 11,685 17,902 (6,217) 71,978 3,194 68,784 Growth and Income Division 5,606 12,104 (6,498) 16,903 1,136 15,767 High Quality Bond Division 7,406 1,490 5,916 5,210 922 4,288 Small Company Growth Division 1,341 329 1,012 5,427 2 5,425 40
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 ------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) ------------------------------------------------------------------------------- Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division 71,653 12,180 59,473 - - - Growth and Income Division 181,005 8,620 172,385 - - - Premier Growth Division 123,347 9,253 114,094 - - - Aetna Variable Portfolios, Inc.: GET Fund - Series N Division 3,305,373 296,325 3,009,048 - - - GET Fund - Series P Division 15,403,642 127,730 15,275,912 - - - GET Fund - Series Q Division 190,471 - 190,471 - - - Value Opportunity Division 34,696 1,645 33,051 - - - Index Plus Large Cap Division 99,176 12,643 86,533 - - - Index Plus Mid Cap Division 90,604 7,688 82,916 - - - Index Plus Small Cap Division 96,255 28,852 67,403 - - - AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division 339,548 16,457 323,091 - - - AIM V.I. Growth Division 42,954 57 42,897 - - - Brinson Series Trust: Brinson Tactical Allocation Division 89,352 5,615 83,737 - - - Fidelity Variable Insurance Products: Equity-Income Division 214,691 11,435 203,256 - - - Growth Division 80,283 5,508 74,775 - - - Contrafund Division 171,166 49,255 121,911 - - - INVESCO Variable Investment Funds, Inc.: Financial Services Division 434,280 177,355 256,925 - - - Health Sciences Division 1,421,950 369,814 1,052,136 - - - Utilities Division 141,238 22,159 119,079 - - - Janus Aspen Series: Janus Aspen Worldwide Growth Division 146,938 8,275 138,663 - - - Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division 79,584 1,274 78,310 - - - Pioneer Variable Contracts Trust: Pioneer Fund VCT Division 268,899 26,350 242,549 - - - Pioneer Small Company VCT Division 107,907 10,101 97,806 - - - Pioneer Mid-Cap VCT Division 576,552 96,828 479,724 - - - 41
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 5. CHANGES IN UNITS (CONTINUED) FOR THE YEAR ENDED DECEMBER 31 2001 2000 -------------------------------------------------------------------------------- UNITS UNITS NET UNITS UNITS NET ISSUED REDEEMED INCREASE ISSUED REDEEMED INCREASE (DECREASE) (DECREASE) -------------------------------------------------------------------------------- The ProFunds VP: Bull Division 4,686,896 2,370,498 2,316,398 - - - Small-Cap Division 21,972,144 19,853,663 2,118,481 - - - Europe 30 Division 23,135,968 22,371,682 764,286 - - - Putnam Variable Trust: Growth and Income Division 50,302 2,090 48,212 - - - International Growth and Income Division 70,513 6,733 63,780 - - - Voyager Division 68,823 2,835 65,988 - - - -------------------------------------------------------------------------------- COMBINED 1,175,287,689 985,477,548 189,810,141 820,867,678 678,030,077 142,837,601 ================================================================================
6. UNIT VALUES Accumulation unit value information for units outstanding, by Contract type, as of December 31, 2001 follows: UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIQUID ASSET Currently payable annuity products: DVA 80 1,451 $17.11 $ 24 DVA 1,419 16.67 24 Contracts in accumulation period: DVA 80 222,827 17.11 3,813 DVA 905,779 16.67 15,099 DVA Series 100 51,726 15.92 824 DVA Plus - Standard (pre February 2000) 785,739 16.16 12,698 DVA Plus - Standard (post January 2000 and post 2000) 231,818 15.98 3,705 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 14,053,317 15.84 222,606 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 12,017,917 15.67 188,321 DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 7,210,821 15.54 112,056 42
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIQUID ASSET (CONTINUED) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 2,858,557 $15.36 $ 43,908 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark 953,602 15.26 14,552 - Standard Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 10,759,451 15.21 163,652 Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,500,979 15.06 22,605 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 9,752,616 14.96 145,900 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 6,235,817 14.77 92,103 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 92 14.72 1 Access - Annual Ratchet (post April 2001) 329,210 14.53 4,784 Access - Max 5.5 (post April 2001), Landmark - Max 7 261,606 14.43 3,775 Access - 7% Solution (post April 2001) 131,130 14.34 1,881 Access - Max 7 (post April 2001) 255,666 14.15 3,618 Value 115,038 16.89 1,943 Access One 23,869 17.79 425 VA Option I 10,854 16.78 182 VA Option II 12,665 16.13 205 VA Option III 18,061 16.89 305 VA Bonus Option I 116,590 15.71 1,832 VA Bonus Option II 20,175 15.11 305 VA Bonus Option III 45,601 14.81 676 ES II - Max 7 (post 2000), Generations - Max 7 371,667 14.92 5,545 Landmark - 7% Solution 202,030 14.62 2,954 Advantage Option I 47,932 14.26 684 Advantage Option II 16,519 13.89 230 Advantage Option III 18,352 13.62 250 ---------------- $1,071,485 ================ 43
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIMITED MATURITY BOND Currently payable annuity products: DVA 80 $ 2,363 $20.57 $ 49 DVA 8,431 20.04 169 Contracts in accumulation period: DVA 80 24,997 20.57 514 DVA 980,533 20.04 19,650 DVA Series 100 10,239 19.14 196 DVA Plus - Standard (pre February 2000) 366,850 19.44 7,132 DVA Plus - Standard (post January 2000 and post 2000) 344,127 19.26 6,628 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,326,402 19.06 82,461 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,416,706 18.88 45,627 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,547,140 18.69 47,606 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 497,060 18.51 9,201 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 389,086 18.39 7,155 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,653,890 18.30 66,866 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 342,316 18.15 6,213 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,730,152 18.03 31,195 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,441,971 17.80 25,667 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 994 17.71 18 Access - Annual Ratchet (post April 2001) 33,099 17.48 579 Access - Max 5.5 (post April 2001), Landmark - Max 7 63,527 17.36 1,103 Access - 7% Solution (post April 2001) 14,995 17.25 259 44
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LIMITED MATURITY BOND (CONTINUED) Access - Max 7 (post April 2001) 33,665 $17.02 $ 573 Value 70,078 20.32 1,424 Access One 1,261 21.41 27 ES II - Max 7 (post 2000), Generations - Max 7 177,355 17.95 3,184 Landmark - 7% Solution 32,154 17.59 566 ---------------- $ 364,062 ================ LARGE CAP VALUE Contracts in accumulation period: DVA 39,349 $10.10 $ 397 DVA Plus - Standard (pre February 2000) 135,888 10.05 1,365 DVA Plus - Standard (post January 2000 and post 2000) 356,503 10.04 3,579 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,900,664 10.02 39,084 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 4,561,875 10.01 45,664 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,783,085 9.99 17,813 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,370,680 9.98 13,679 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,400,045 9.97 13,958 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,260,906 9.96 32,478 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,513,414 9.95 15,058 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 3,603,942 9.94 35,823 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,320,852 9.93 42,905 45
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) LARGE CAP VALUE (CONTINUED) Access - Annual Ratchet (post April 2001) 64,872 $9.89 $ 641 Access - Max 5.5 (post April 2001), Landmark - Max 7 261,939 9.88 2,588 Access - 7% Solution (post April 2001) 82,700 9.87 816 Access - Max 7 (post April 2001) 172,888 9.85 1,703 Value 77,937 10.12 788 Access One 185 10.20 2 ES II - Max 7 (post 2000), Generations - Max 7 609,108 9.93 6,048 Landmark - 7% Solution 111,131 9.90 1,100 ---------------- $ 275,489 ================ HARD ASSETS Currently payable annuity products: DVA 2,975 $14.88 $ 44 Contracts in accumulation period: DVA 80 34,308 15.27 524 DVA 246,318 14.88 3,665 DVA Series 100 10,367 14.21 147 DVA Plus - Standard (pre February 2000) 77,971 14.42 1,124 DVA Plus - Standard (post January 2000 and post 2000) 14,140 14.31 202 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 295,871 14.14 4,184 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 144,214 14.03 2,023 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 458,821 13.87 6,364 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 22,851 13.76 314 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 18,910 13.67 258 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 474,627 13.58 6,445 2000), Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 30,794 13.49 415 46
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) HARD ASSETS (CONTINUED) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 94,215 $13.40 $ 1,262 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 315,573 13.22 4,172 Access - Annual Ratchet (post April 2001) 8,522 12.96 110 Access - Max 5.5 (post April 2001), Landmark - Max 7 2,532 12.88 33 Access - 7% Solution (post April 2001) 6,075 12.79 78 Access - Max 7 (post April 2001) 9,098 12.63 115 Value 26,881 15.07 405 ES II - Max 7 (post 2000), Generations - Max 7 95,942 13.31 1,277 Landmark - 7% Solution 3,712 13.05 48 ---------------- $ 33,209 ================ ALL CAP Contracts in accumulation period: DVA 49,190 $11.74 $ 577 DVA Series 100 948 11.66 11 DVA Plus - Standard (pre February 2000) 124,190 11.68 1,450 DVA Plus - Standard (post January 2000 and post 2000) 251,795 11.67 2,938 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,280,223 11.65 49,864 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,977,598 11.64 46,299 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,043,716 11.62 23,748 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,200,300 11.60 13,923 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 807,562 11.59 9,359 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,995,359 11.58 46,266 Premium Plus - Max 5.5 (post January 2000) 47
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) ALL CAP (CONTINUED) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 902,603 $11.57 $ 10,443 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,722,089 11.56 31,467 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,291,400 11.54 49,522 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 778 11.53 9 Access - Annual Ratchet (post April 2001) 101,331 11.50 1,165 Access - Max 5.5 (post April 2001), Landmark - Max 7 225,937 11.49 2,596 Access - 7% Solution (post April 2001) 31,699 11.48 364 Access - Max 7 (post April 2001) 202,778 11.46 2,324 Value 55,362 11.76 651 ES II - Max 7 (post 2000), Generations - Max 7 471,202 11.55 5,442 Landmark - 7% Solution 77,843 11.51 896 ---------------- $ 299,314 ================ REAL ESTATE Currently payable annuity products: DVA 80 230 $30.67 $ 7 DVA 3,512 29.88 105 Contracts in accumulation period: DVA 80 13,962 30.67 428 DVA 349,958 29.88 10,457 DVA Series 100 6,396 28.54 183 DVA Plus - Standard (pre February 2000) 112,185 28.96 3,249 DVA Plus - Standard (post January 2000 and post 2000) 31,389 28.74 902 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 887,731 28.40 25,212 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations Deferred Ratchet 414,152 28.18 11,671 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 715,122 27.85 19,916 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 107,794 27.63 2,978 Solution (post January 2000 and post 2000) 48
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) REAL ESTATE (CONTINUED) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 77,778 $27.45 $ 2,135 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 801,893 27.27 21,868 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 101,334 27.09 2,745 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 310,014 26.91 8,342 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 474,134 26.56 12,593 Access - Annual Ratchet (post April 2001) 8,515 26.04 222 Access - Max 5.5 (post April 2001), Landmark - Max 7 7,350 25.87 190 Access - 7% Solution (post April 2001) 6,621 25.70 170 Access - Max 7 (post April 2001) 16,849 25.36 427 Value 4,235 30.28 128 Access One 74 31.90 2 ES II - Max 7 (post 2000), Generations - Max 7 81,301 26.74 2,174 Landmark - 7% Solution 2,487 26.21 65 ---------------- $ 126,169 ================ FULLY MANAGED Currently payable annuity products: DVA 80 660 $30.47 $ 20 DVA 26,524 29.68 787 Contracts in accumulation period: DVA 80 40,514 30.47 1,235 DVA 1,370,762 29.68 40,684 DVA Series 100 26,501 28.35 751 DVA Plus - Standard (pre February 2000) 453,058 28.77 13,035 DVA Plus - Standard (post January 2000 and post 2000) 152,493 28.55 4,354 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 4,592,779 28.22 129,608 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution . (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,279,908 27.99 63,815 49
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) FULLY MANAGED (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,679,280 $27.67 $ 101,806 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 495,196 27.44 13,588 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 477,872 27.27 13,032 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,693,130 27.09 127,137 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 531,690 26.91 14,308 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,927,532 26.74 51,542 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,940,880 26.39 51,220 Access - Annual Ratchet (post April 2001) 43,670 25.87 1,130 Access - Max 5.5 (post April 2001), Landmark - Max 7 92,605 25.70 2,380 Access - 7% Solution (post April 2001) 43,006 25.53 1,098 Access - Max 7 (post April 2001) 93,509 25.20 2,356 Value 39,680 30.08 1,194 ES II - Max 7 (post 2000), Generations - Max 7 329,417 26.56 8,749 Landmark - 7% Solution 43,865 26.04 1,142 ---------------- $ 644,971 ================ EQUITY INCOME Currently payable annuity products: DVA 80 3,201 $25.81 $ 83 DVA 33,619 25.14 845 Contracts in accumulation period: DVA 80 127,596 25.81 3,293 DVA 2,438,128 25.14 61,295 DVA Series 100 38,217 24.02 918 DVA Plus - Standard (pre February 2000) 293,213 24.37 7,146 DVA Plus - Standard (post January 2000 and post 2000) 103,145 24.18 2,494 50
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) EQUITY INCOME (CONTINUED) DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,366,040 $23.90 $ 80,448 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,599,946 23.71 37,935 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 2,377,260 23.43 55,699 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 398,073 23.25 9,255 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 410,546 23.10 9,484 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,203,913 22.94 73,498 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 387,753 22.79 8,837 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,103,378 22.65 24,992 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,364,874 22.35 30,505 Access - Annual Ratchet (post April 2001) 27,313 21.91 599 Access - Max 5.5 (post April 2001), Landmark - Max 7 107,272 21.77 2,335 Access - 7% Solution (post April 2001) 25,079 21.62 542 Access - Max 7 (post April 2001) 36,452 21.34 778 Value 31,320 25.48 798 Access One 875 26.84 23 ES II - Max 7 (post 2000), Generations - Max 7 191,974 22.50 4,320 Landmark - 7% Solution 29,036 22.06 641 ---------------- $ 416,763 ================ 51
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL APPRECIATION Currently payable annuity products: DVA 25,182 $22.43 $ 565 Contracts in accumulation period: DVA 80 17,235 22.87 394 DVA 1,442,077 22.43 32,346 DVA Series 100 21,812 21.67 473 DVA Plus - Standard (pre February 2000) 355,810 21.91 7,796 DVA Plus - Standard (post January 2000 and post 2000) 162,730 21.78 3,544 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,606,211 21.60 77,895 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,862,499 21.46 39,970 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,688,602 21.28 78,494 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 938,385 21.15 19,847 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 337,955 21.05 7,114 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,160,509 20.94 87,121 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 446,323 20.84 9,302 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,587,677 20.74 32,929 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,748,122 20.53 35,890 Access - Annual Ratchet (post April 2001) 17,631 20.23 357 Access - Max 5.5 (post April 2001), Landmark - Max 7 41,070 20.13 827 Access - 7% Solution (post April 2001) 10,853 20.03 217 52
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL APPRECIATION (CONTINUED) Access - Max 7 (post April 2001) 49,630 $19.84 $ 985 Value 46,988 22.65 1,064 ES II - Max 7 (post 2000), Generations - Max 7 138,978 20.64 2,869 Landmark - 7% Solution 10,329 20.33 210 ---------------- $ 440,209 ================ RISING DIVIDENDS Currently payable annuity products: DVA 80 675 $22.72 $ 15 DVA 8,983 22.35 201 Contracts in accumulation period: DVA 80 15,986 22.72 363 DVA 1,509,592 22.35 33,739 DVA Series 100 42,509 21.70 922 DVA Plus - Standard (pre February 2000) 979,243 21.91 21,455 DVA Plus - Standard (post January 2000 and post 2000) 181,196 21.80 3,950 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,290,570 21.65 157,841 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,737,220 21.52 37,385 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 8,520,621 21.38 182,171 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 529,164 21.26 11,250 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 752,795 21.17 15,937 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 8,865,679 21.08 186,889 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 485,828 20.99 10,198 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,489,476 20.90 31,130 53
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) RISING DIVIDENDS (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,546,448 $20.73 $ 32,058 Access - Annual Ratchet (post April 2001) 20,785 20.47 425 Access - Max 5.5 (post April 2001), Landmark - Max 7 51,722 20.39 1,055 Access - 7% Solution (post April 2001) 13,112 20.30 266 Access - Max 7 (post April 2001) 27,684 20.13 557 Value 38,906 22.54 877 Access One 48 23.30 1 ES II - Max 7 (post 2000), Generations - Max 7 118,228 20.82 2,462 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 23 20.64 - Landmark - 7% Solution 43,851 20.56 902 ---------------- $ 732,049 ================ VALUE EQUITY Currently payable annuity products: DVA 80 247 $19.10 $ 5 DVA 1,241 18.84 23 Contracts in accumulation period: DVA 80 5,894 19.10 112 DVA 311,818 18.84 5,875 DVA Series 100 13,074 18.38 240 DVA Plus - Standard (pre February 2000) 324,375 18.53 6,011 DVA Plus - Standard (post January 2000 and post 2000) 58,111 18.44 1,072 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 2,404,426 18.34 44,097 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Pre mium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 833,753 18.25 15,216 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 2,428,124 18.14 44,046 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 252,946 18.06 4,568 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 183,495 17.99 3,301 54
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) VALUE EQUITY (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 2,414,646 $ 17.92 $ 43,270 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 174,298 17.87 3,115 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 706,804 17.81 12,588 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 665,937 17.68 11,774 Access - Annual Ratchet (post April 2001) 15,882 17.49 278 Access - Max 5.5 (post April 2001), Landmark - Max 7 34,231 17.43 597 Access - 7% Solution (post April 2001) 7,195 17.36 125 Access - Max 7 (post April 2001) 50,098 17.24 864 Value 8,978 18.96 170 VA Option II 557 18.51 10 VA Option III 2 18.96 - VA Bonus Option I 4,264 18.25 78 VA Bonus Option II 644 17.86 11 VA Bonus Option III 157 17.67 3 ES II - Max 7 (post 2000), Generations - Max 7 69,963 17.74 1,241 Landmark - 7% Solution 18,689 17.55 328 1,082 18.90 21 ---------------- $ 199,039 ================ STRATEGIC EQUITY Currently payable annuity products: DVA 25,018 $ 15.06 $ 377 Contracts in accumulation period: DVA 80 20,015 15.26 306 DVA 172,533 15.06 2,598 DVA Series 100 9,142 14.73 135 55
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) STRATEGIC EQUITY (CONTINUED) DVA Plus - Standard (pre February 2000) 353,212 $14.85 $ 5,245 DVA Plus - Standard (post January 2000 and post 2000) 134,200 14.78 1,984 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 3,787,157 14.71 55,709 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,160,543 14.64 31,631 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,640,191 14.57 38,468 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,052,847 14.50 15,266 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 414,298 14.46 5,991 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,613,808 14.41 52,075 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 327,852 14.37 4,711 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,447,650 14.32 20,731 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,475,163 14.23 20,992 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 32 14.19 1 Access - Annual Ratchet (post April 2001) 9,284 14.10 131 Access - Max 5.5 (post April 2001), Landmark - Max 7 21,990 14.05 309 Access - 7% Solution (post April 2001) 11,976 14.01 168 Access - Max 7 (post April 2001) 32,366 13.92 451 Value 21,915 15.16 332 ES II - Max 7 (post 2000), Generations - Max 7 107,256 14.28 1,532 Landmark - 7% Solution 16,923 14.14 239 ---------------- $ 259,382 ================ 56
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) SMALL CAP Currently payable annuity products: DVA 5,271 $18.31 $ 96 Contracts in accumulation period: DVA 80 21,166 18.53 392 DVA 264,035 18.31 4,835 DVA Series 100 11,620 17.92 208 DVA Plus - Standard (pre February 2000) 408,938 18.04 7,377 DVA Plus - Standard (post January 2000 and post 2000) 189,790 17.98 3,413 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,129,781 17.87 127,409 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,714,045 17.82 48,364 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 4,908,965 17.71 86,938 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,205,577 17.65 21,278 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 534,470 17.60 9,407 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,881,594 17.55 85,672 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 525,394 17.50 9,194 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,876,959 17.44 32,734 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,918,122 17.33 33,241 Access - Annual Ratchet (post April 2001) 28,016 17.18 481 Access - Max 5.5 (post April 2001), Landmark - Max 7 77,139 17.12 1,321 Access - 7% Solution (post April 2001) 21,559 17.07 368 Access - Max 7 (post April 2001) 36,881 16.97 626 Value 96,856 18.42 1,784 Access One 1,141 18.87 22 ES II - Max 7 (post 2000), Generations - Max 7 279,566 17.39 4,862 Landmark - 7% Solution 28,511 17.23 491 ---------------- $ 480,513 ================ 57
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MANAGED GLOBAL Currently payable annuity products: DVA 8,711 $18.21 $ 159 Contracts in accumulation period: DVA 80 13,743 18.55 255 DVA 1,458,583 18.21 26,561 DVA Series 100 31,532 17.64 556 DVA Plus - Standard (pre February 2000) 485,438 17.78 8,631 DVA Plus - Standard (post January 2000 and post 2000) 203,822 17.68 3,604 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,757,558 17.54 30,828 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,775,926 17.43 30,955 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,208,565 17.30 55,508 DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 726,953 17.19 12,496 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 791,259 17.11 13,538 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium 922,271 17.03 15,706 Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 361,440 16.95 6,127 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,137,846 16.87 19,196 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,118,604 16.71 18,692 Access - Annual Ratchet (post April 2001) 24,750 16.48 408 Access - Max 5.5 (post April 2001), Landmark - Max 7 72,320 16.41 1,187 Access - 7% Solution (post April 2001) 32,608 16.33 533 Access - Max 7 (post April 2001) 55,217 16.18 893 Value 84,214 18.35 1,545 Access One 953 19.04 18 ES II - Max 7 (post 2000), Generations - Max 7 153,710 16.79 2,581 Landmark - 7% Solution 24,836 16.56 411 ---------------- $ 250,388 ================ 58
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MID-CAP GROWTH Currently payable annuity products: DVA 5,027 $32.79 $ 165 Contracts in accumulation period: DVA 80 28,311 33.27 942 DVA 836,818 32.79 27,439 DVA Series 100 14,158 31.96 453 DVA Plus - Standard (pre February 2000) 464,847 32.20 14,968 DVA Plus - Standard (post January 2000 and post 2000) 229,352 32.08 7,358 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,612,250 31.80 210,270 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,144,090 31.73 99,762 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,965,396 31.50 156,410 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 1,323,824 31.38 41,542 DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 569,708 31.27 17,815 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 5,852,719 31.15 182,312 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 577,691 31.04 17,932 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,066,676 30.93 63,922 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,275,454 30.70 69,857 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 15 30.58 1 Access - Annual Ratchet (post April 2001) 32,214 30.36 978 Access - Max 5.5 (post April 2001), Landmark - Max 7 93,233 30.25 2,820 Access - 7% Solution (post April 2001) 29,442 30.14 888 Access - Max 7 (post April 2001) 50,086 29.92 1,499 Granite PrimElite - Standard 3,120 32.20 101 Granite PrimElite - Annual Ratchet 25,006 31.80 795 59
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) MID-CAP GROWTH (CONTINUED) Value 74,567 $33.03 $ 2,463 Access One 53 34.01 2 ES II - Max 7 (post 2000), Generations - Max 7 217,014 30.81 6,686 Landmark - 7% Solution 29,847 30.47 910 ---------------- $ 928,290 ================ CAPITAL GROWTH Contracts in accumulation period: DVA 80 4,130 $15.15 $ 63 DVA 199,338 14.98 2,986 DVA Series 100 6,847 14.68 101 DVA Plus - Standard (pre February 2000) 519,605 14.76 7,670 DVA Plus - Standard (post January 2000 and post 2000) 117,979 14.72 1,737 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,450,279 14.64 94,432 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,780,512 14.59 25,978 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 5,716,523 14.51 82,947 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 826,425 14.47 11,959 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 388,823 14.43 5,611 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 7,379,706 14.38 106,120 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 395,575 14.34 5,673 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,586,390 14.30 22,685 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,557,258 14.21 22,129 Access - Annual Ratchet (post April 2001) 13,857 14.09 195 Access - Max 5.5 (post April 2001), Landmark - Max 7 63,924 14.05 898 60
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CAPITAL GROWTH (CONTINUED) Access - 7% Solution (post April 2001) 45,184 $14.01 $ 633 Access - Max 7 (post April 2001) 35,301 13.93 492 Value 71,346 15.07 1,075 ES II - Max 7 (post 2000), Generations - Max 7 115,782 14.26 1,651 Landmark - 7% Solution 28,215 14.13 399 ---------------- $ 395,434 ================ RESEARCH Contracts in accumulation period: DVA 80 5,149 $21.34 $ 110 DVA 223,037 21.03 4,690 DVA Series 100 15,556 20.50 319 DVA Plus - Standard (pre February 2000) 519,229 20.65 10,722 DVA Plus - Standard (post January 2000 and post 2000) 165,278 20.58 3,401 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 7,316,945 20.44 149,558 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,427,133 20.36 49,416 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 6,799,019 20.21 137,408 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,029,430 20.13 20,722 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 792,239 20.05 15,884 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 7,706,338 19.98 153,973 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 588,415 19.91 11,715 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,666,295 19.84 33,059 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,829,741 19.69 36,028 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 23 19.62 - Access - Annual Ratchet (post April 2001) 25,925 19.48 505 61
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) RESEARCH (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 85,348 $19.40 $ 1,656 Access - 7% Solution (post April 2001) 35,638 19.33 689 Access - Max 7 (post April 2001) 49,977 19.19 959 Granite PrimElite - Standard 2,993 20.66 62 Granite PrimElite - Annual Ratchet 32,689 20.44 668 Value 78,637 21.19 1,666 VA Option II 4,166 20.65 86 VA Option III 1,497 21.03 31 VA Bonus Option I 7,932 20.35 161 VA Bonus Option II 9,494 19.91 189 VA Bonus Option III 1,675 19.69 33 ES II - Max 7 (post 2000), Generations - Max 7 167,034 19.77 3,302 Landmark - 7% Solution 33,529 19.55 655 2,097 21.11 44 ----------------- $ 637,711 ================= TOTAL RETURN Contracts in accumulation period: DVA 80 3,320 $21.47 $ $72 DVA 231,273 21.16 4,894 DVA Series 100 4,503 20.62 93 DVA Plus - Standard (pre February 2000) 715,333 20.78 14,865 DVA Plus - Standard (post January 2000 and post 2000) 307,521 20.70 6,366 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 9,253,395 20.55 190,157 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 3,612,214 20.48 73,978 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 6,331,856 20.33 128,727 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 856,471 20.25 17,344 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 915,770 20.18 18,480 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 9,559,265 20.10 192,141 Premium Plus - Max 5.5 (post January 2000) 62
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) TOTAL RETURN (CONTINUED) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 934,683 $20.03 $ 18,722 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 2,673,135 19.96 53,356 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,637,733 19.81 52,254 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 470 19.74 9 Access - Annual Ratchet (post April 2001) 48,787 19.59 956 Access - Max 5.5 (post April 2001), Landmark - Max 7 203,036 19.52 3,963 Access - 7% Solution (post April 2001) 62,233 19.45 1,211 Access - Max 7 (post April 2001) 77,305 19.30 1,492 Granite PrimElite - Standard 3,850 20.78 80 Granite PrimElite - Annual Ratchet 24,514 20.56 504 Value 104,593 21.32 2,230 Access One 243 21.94 5 ES II - Max 7 (post 2000), Generations - Max 7 338,408 19.88 6,728 Landmark - 7% Solution 91,026 19.66 1,790 VA Option I 23,176 21.24 492 VA Option II 22,001 20.77 457 VA Option III 4,628 21.16 98 VA Bonus Option I 41,845 20.47 857 VA Bonus Option II 43,753 20.03 877 VA Bonus Option III 8,837 19.81 175 Advantage Option I 335 19.39 7 Advantage Option II 529 19.11 10 Advantage Option III 190 18.90 4 ---------------- $ 793,394 ================ GROWTH Contracts in accumulation period: DVA 80 25,741 $15.68 $ 404 DVA 492,815 15.50 7,639 DVA Series 100 20,294 15.18 308 DVA Plus - Standard (pre February 2000) 747,104 15.28 11,416 DVA Plus - Standard (post January 2000 and post 2000) 478,470 15.23 7,287 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 16,739,731 15.14 253,441 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 6,476,226 15.10 97,791 63
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) GROWTH (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 11,192,041 $15.01 $ 167,993 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 3,005,289 14.97 44,990 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,236,744 14.93 18,465 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 15,394,399 14.88 229,070 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 1,104,093 14.84 16,385 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 5,132,970 14.79 75,918 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 4,093,893 14.71 60,222 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 31 14.66 1 Value 132,904 15.59 2,072 Access One 808 15.95 13 Access - Annual Ratchet (post April 2001) 37,524 14.58 547 Access - Max 5.5 (post April 2001), Landmark - Max 7 126,140 14.54 1,834 Access - 7% Solution (post April 2001) 50,456 14.49 731 Access - Max 7 (post April 2001) 58,239 14.41 839 ES II - Max 7 (post 2000), Generations - Max 7 332,353 14.75 4,902 Landmark - 7% Solution 42,687 14.62 624 ---------------- $1,002,892 ================ CORE BOND Contracts in accumulation period: DVA 80 1 $12.39 $ - DVA 15,512 12.21 189 DVA Plus - Standard (pre February 2000) 97,048 11.99 1,164 DVA Plus - Standard (post January 2000 and post 2000) 72,163 11.94 862 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,667,406 11.86 19,776 64
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) CORE BOND (CONTINUED) DVAPlus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,400,288 $11.81 $ 16,538 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 813,385 11.72 9,533 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 227,468 11.68 2,657 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 244,510 11.64 2,846 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,575,824 11.60 18,280 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 328,907 11.55 3,799 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 957,821 11.51 11,025 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,352,199 11.43 15,456 Access - Annual Ratchet (post April 2001) 45,492 11.30 514 Access - Max 5.5 (post April 2001), Landmark - Max 7 221,684 11.26 2,496 Access - 7% Solution (post April 2001) 75,861 11.22 851 Access - Max 7 (post April 2001) 70,209 11.14 782 Value 18,021 12.30 222 ES II - Max 7 (post 2000), Generations - Max 7 153,360 11.47 1,759 Landmark - 7% Solution 160,007 11.35 1,816 VA Option I 42,619 12.25 522 VA Option II 24,543 11.99 294 VA Option III 7,501 12.21 92 VA Bonus Option I 169,853 11.81 2,006 VA Bonus Option II 111,130 11.55 1,284 VA Bonus Option III 20,362 11.43 233 ---------------- $ 114,996 ================ 65
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) DEVELOPING WORLD Currently payable annuity products: DVA 15,984 $7.19 $ 115 Contracts in accumulation period: DVA 80 17,006 7.25 123 DVA 567,759 7.19 4,082 DVA Series 100 18,759 7.09 133 DVA Plus - Standard (pre February 2000) 256,486 7.12 1,826 DVA Plus - Standard (post January 2000 and post 2000) 145,023 7.11 1,031 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 2,270,963 7.08 16,079 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,495,432 7.07 10,573 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,610,889 7.04 11,341 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 673,090 7.03 4,732 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 203,418 7.01 1,426 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,380,293 7.00 9,662 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 138,409 6.98 966 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 640,404 6.97 4,464 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 509,513 6.94 3,536 Access - Annual Ratchet (post April 2001) 32,141 6.90 222 Access - Max 5.5 (post April 2001), Landmark - Max 7 52,358 6.89 361 Access - 7% Solution (post April 2001) 9,242 6.87 64 Access - Max 7 (post April 2001) 28,075 6.85 192 Value 38,465 7.22 278 ES II - Max 7 (post 2000), Generations - Max 7 27,104 6.96 189 Landmark - 7% Solution 10,205 6.92 71 ---------------- $ 71,466 ================ 66
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) ASSET ALLOCATION GROWTH Contracts in accumulation period: DVA 3,236 $8.69 $ 28 DVA Plus - Standard (pre February 2000) 37,771 8.66 327 DVA Plus - Standard (post January 2000 and post 2000) 49,658 8.65 429 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 584,327 8.64 5,048 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,123,696 8.64 9,709 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 150,928 8.62 1,301 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 221,600 8.62 1,910 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 279,947 8.61 2,410 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 531,855 8.61 4,579 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 318,190 8.60 2,736 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 836,215 8.60 7,191 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,087,070 8.59 9,338 Access - Annual Ratchet (post April 2001) 32,417 8.57 278 Access - Max 5.5 (post April 2001), Landmark - Max 7 158,518 8.56 1,357 Access - 7% Solution (post April 2001) 24,972 8.56 214 Access - Max 7 (post April 2001) 43,463 8.55 372 Value 7,139 8.70 62 ES II - Max 7 (post 2000), Generations - Max 7 198,228 8.59 1,703 Landmark - 7% Solution 29,181 8.58 250 ---------------- $ 49,242 ================ 67
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) DIVERSIFIED MID-CAP Contracts in accumulation period: DVA 8,410 $9.14 $ 77 DVA Plus - Standard (pre February 2000) 35,636 9.11 325 DVA Plus - Standard (post January 2000 and post 2000) 53,163 9.10 484 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 685,330 9.09 6,230 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 959,092 9.09 8,718 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 261,790 9.08 2,377 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 264,852 9.07 2,402 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 390,858 9.06 3,541 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 722,318 9.06 6,544 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 335,910 9.05 3,040 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 815,848 9.04 7,375 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,385,135 9.04 12,522 Access - Annual Ratchet (post April 2001) 30,404 9.02 274 Access - Max 5.5 (post April 2001), Landmark - Max 7 76,525 9.01 690 Access - 7% Solution (post April 2001) 17,789 9.01 160 Access - Max 7 (post April 2001) 78,758 8.99 708 Value 6,132 9.15 56 ES II - Max 7 (post 2000), Generations - Max 7 233,654 9.04 2,112 Landmark - 7% Solution 19,800 9.02 179 ---------------- $ 57,814 ================ 68
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) INVESTORS Contracts in accumulation period: DVA 2,969 $10.71 $ 31 DVA Plus - Standard (pre February 2000) 62,733 10.66 668 DVA Plus - Standard (post January 2000 and post 2000) 136,519 10.65 1,454 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 952,473 10.63 10,124 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,224,296 10.62 13,002 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 533,884 10.60 5,659 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 353,861 10.59 3,747 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 401,684 10.58 4,250 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 1,410,056 10.57 14,904 Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 384,799 10.56 4,063 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 820,331 10.55 8,654 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,766,107 10.52 18,579 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5 847 10.52 9 Access - Annual Ratchet (post April 2001) 50,350 10.49 528 Access - Max 5.5 (post April 2001), Landmark - Max 7 136,482 10.48 1,430 Access - 7% Solution (post April 2001) 16,003 10.47 167 Access - Max 7 (post April 2001) 96,447 10.45 1,008 Value 38,219 10.73 410 ES II - Max 7 (post 2000), Generations - Max 7 221,246 10.54 2,332 Landmark - 7% Solution 36,288 10.51 381 ---------------- $ 91,400 ================ 69
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS) GROWTH AND INCOME Contracts in accumulation period: DVA 10,036 $8.92 $ 89 DVA Plus - Standard (pre February 2000) 87,647 8.89 779 DVA Plus - Standard (post January 2000 and post 2000) 107,396 8.88 954 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,073,857 8.87 9,525 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,698,200 8.86 15,046 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 470,484 8.86 4,168 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 295,863 8.85 2,618 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 480,294 8.85 4,251 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,431,166 8.84 12,652 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 638,395 8.83 5,637 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,282,148 8.83 11,321 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 2,016,515 8.82 17,786 Access - Annual Ratchet (post April 2001) 41,233 8.80 363 Access - Max 5.5 (post April 2001), Landmark - Max 7 164,770 8.79 1,448 Access - 7% Solution (post April 2001) 26,572 8.79 234 Access - Max 7 (post April 2001) 80,339 8.78 705 Value 32,527 8.93 290 ES II - Max 7 (post 2000), Generations - Max 7 297,442 8.82 2,623 Landmark - 7% Solution 56,788 8.80 500 VA Option I 45,955 8.92 410 VA Option II 26,626 8.89 237 VA Option III 4,948 8.87 44 VA Bonus Option I 62,913 8.87 558 70
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GROWTH AND INCOME (CONTINUED) VA Bonus Option II 35,491 $8.83 $ 313 VA Bonus Option III 19,211 8.82 169 ----------------- $ 92,720 ================= SPECIAL SITUATIONS Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 7,214 $8.34 $ 60 DVA Plus - Standard (post January 2000 and post 2000) 57,110 8.33 476 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 368,091 8.32 3,063 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 538,056 8.32 4,477 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre 158,129 8.31 1,314 February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution 132,268 8.30 1,098 (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 151,551 8.30 1,258 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium 389,304 8.29 3,227 Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 197,278 8.29 1,635 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 319,420 8.28 2,645 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 420,371 8.27 3,476 Access - Annual Ratchet (post April 2001) 7,008 8.25 58 Access - Max 5.5 (post April 2001), Landmark - Max 7 38,065 8.25 314 Access - 7% Solution (post April 2001) 5,305 8.24 44 Access - Max 7 (post April 2001) 5,941 8.23 49 Value 3,563 8.38 30 ES II - Max 7 (post 2000), Generations - Max 7 116,186 8.28 962 Landmark - 7% Solution 16,846 8.26 139 ----------------- $ 24,325 ================= 71
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNET TOLLKEEPER Contracts in accumulation period: DVA 1,708 $7.64 $ 13 DVA Series 100 1,522 7.62 12 DVA Plus - Standard (pre February 2000) 174 7.63 1 DVA Plus - Standard (post January 2000 and post 2000) 3,316 7.62 25 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 47,817 7.62 364 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 89,535 7.61 681 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 36,478 7.61 278 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 12,070 7.61 92 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 35,022 7.60 266 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 87,897 7.60 668 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 69,117 7.60 525 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 46,906 7.60 357 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 162,626 7.59 1,234 Access - Annual Ratchet (post April 2001) 9,038 7.58 69 Access - Max 5.5 (post April 2001), Landmark - Max 7 23,594 7.58 179 Access - 7% Solution (post April 2001) 14,867 7.58 113 Access - Max 7 (post April 2001) 12,668 7.57 96 Value 4,138 7.64 32 ES II - Max 7 (post 2000), Generations - Max 7 44,111 7.59 335 Landmark - 7% Solution 6,460 7.59 49 ---------------- $ 5,389 ================ 72
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNATIONAL EQUITY Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,073,421 $8.66 $ 43,936 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,053,050 8.70 9,162 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 2,043,470 8.65 17,676 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,265,057 8.62 10,905 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 66,132 8.60 569 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 4,631,066 8.57 39,688 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 100,590 8.55 860 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 953,619 8.52 8,125 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,403,293 8.47 11,886 Access - Max 5.5 (post April 2001), Landmark - Max 7 2,399 $8.37 20 Value 53,479 8.98 480 ES II - Max 7 (post 2000), Generations - Max 7 88,668 8.50 754 Landmark - 7% Solution 2 8.42 - ---------------- $ 144,061 ================ 73
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM WORLDWIDE GROWTH Contracts in accumulation period: DVA 1,988 $7.07 $ 14 DVA Plus - Standard (pre February 2000) 9,163 7.04 65 DVA Plus - Standard (post January 2000 and post 2000) 41,855 7.04 295 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 306,137 7.02 2,149 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 479,640 7.02 3,367 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 112,980 7.01 792 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 135,471 7.00 948 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 158,546 6.99 1,108 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 247,751 6.99 1,732 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 169,312 6.98 1,182 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 468,772 6.98 3,272 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 477,958 6.96 3,326 Access - Annual Ratchet (post April 2001) 30,233 6.95 210 Access - Max 5.5 (post April 2001), Landmark - Max 7 46,283 6.94 321 Access - 7% Solution (post April 2001) 20,405 6.93 141 Access - Max 7 (post April 2001) 27,011 6.92 187 Value 18,443 7.08 131 ES II - Max 7 (post 2000), Generations - Max 7 75,724 6.97 528 Landmark - 7% Solution 15,369 6.95 107 VA Option I 3,190 7.08 23 VA Option II 1,875 7.04 13 74
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM WORLDWIDE GROWTH (CONTINUED) VA Option III 1,275 $7.02 $ 9 VA Bonus Option I 3,087 7.02 22 VA Bonus Option II 7,572 6.98 53 VA Bonus Option III 2,697 6.96 19 ---------------- $ 20,014 ================ PILGRIM GROWTH OPPORTUNITIES Contracts in accumulation period: DVA 508 $7.81 $ 4 DVA Plus - Standard (pre February 2000) 128 7.80 1 DVA Plus - Standard (post January 2000 and post 2000) 2,631 7.80 21 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 82,839 7.79 645 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 83,426 7.79 650 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 19,161 7.78 149 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 17,748 7.78 138 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 50,782 7.78 395 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 51,380 7.78 400 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 27,449 7.77 213 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 74,652 7.77 580 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 182,159 7.76 1,414 Access - Annual Ratchet (post April 2001) 6,308 7.76 49 Access - Max 5.5 (post April 2001), Landmark - Max 7 6,269 7.75 49 75
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM GROWTH OPPORTUNITIES (CONTINUED) Access - 7% Solution (post April 2001) 2,927 $7.75 $ 23 Access - Max 7 (post April 2001) 5,214 7.75 40 Value 1,330 7.82 10 ES II - Max 7 (post 2000), Generations - Max 7 52,668 7.77 409 Landmark - 7% Solution 3,796 7.76 29 ---------------- $ 5,219 ================ PILGRIM MAGNACAP Contracts in accumulation period: DVA 14,602 $9.38 $ 137 DVA Plus - Standard (pre February 2000) 1,128 9.36 11 DVA Plus - Standard (post January 2000 and post 2000) 3,691 9.36 35 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 38,846 9.35 363 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 91,138 9.35 852 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 7,517 9.34 70 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,693 9.34 44 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 28,170 9.34 263 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 76,115 9.33 710 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 24,770 9.33 231 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 102,247 9.33 954 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 117,705 9.32 1,097 Access - Annual Ratchet (post April 2001) 11,483 9.31 107 76
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM MAGNACAP (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 10,474 $9.31 $ 98 Access - 7% Solution (post April 2001) 4,684 9.31 44 Access - Max 7 (post April 2001) 11,700 9.30 109 Value 1,964 9.39 18 ES II - Max 7 (post 2000), Generations - Max 7 19,437 9.33 181 Landmark - 7% Solution 6,880 9.32 64 VA Option I 549 9.38 5 VA Option II 97 9.36 1 VA Bonus Option I 869 9.35 8 ---------------- $ 5,402 ================ PILGRIM SMALLCAP OPPORTUNITIES Contracts in accumulation period: DVA 3,234 $8.35 $ 27 DVA Plus - Standard (pre February 2000) 3,816 8.34 32 DVA Plus - Standard (post January 2000 and post 2000) 20,998 8.34 175 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 180,638 8.33 1,505 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 267,587 8.32 2,226 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 61,323 8.32 510 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 59,195 8.32 492 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 111,946 8.32 931 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 188,337 8.31 1,565 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 79,269 8.31 659 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 222,328 8.30 1,845 77
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PILGRIM SMALLCAP OPPORTUNITIES (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 253,382 $8.30 $ 2,103 Access - Annual Ratchet (post April 2001) 21,419 8.30 178 Access - Max 5.5 (post April 2001), Landmark - Max 7 45,115 8.29 374 Access - 7% Solution (post April 2001) 6,290 8.29 52 Access - Max 7 (post April 2001) 29,301 8.28 242 Value 16,287 8.36 136 ES II - Max 7 (post 2000), Generations - Max 7 141,397 8.30 1,174 Landmark - 7% Solution 25,433 8.30 211 ---------------- $ 14,437 ================ PILGRIM CONVERTIBLE CLASS Contracts in accumulation period: VA Option I 37 $10.52 $ - VA Option II 12,767 10.51 134 VA Bonus Option I 2,059 10.50 22 VA Bonus Option II 2,911 10.48 31 VA Bonus Option III 415 10.47 4 Advantage Option I 246 10.46 3 ---------------- $ 194 ================ PILGRIM GROWTH AND INCOME Contracts in accumulation period: VA Option I 4,658 $10.45 $ 48 VA Option II 4,575 10.43 48 VA Option III 1,794 10.43 19 VA Bonus Option I 2,452 10.42 26 VA Bonus Option II 826 10.41 8 VA Bonus Option III 508 10.40 5 Advantage Option III 172 10.37 2 ---------------- $ 156 ================ PILGRIM LARGECAP GROWTH Contracts in accumulation period: VA Option I 2,762 $9.62 $ 27 VA Option II 10,314 9.60 99 VA Option III 2,947 9.60 28 VA Bonus Option I 19,732 9.59 189 VA Bonus Option II 19,228 9.58 184 VA Bonus Option III 661 9.57 6 ---------------- $ 533 ================ 78
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO HIGH YIELD BOND Contracts in accumulation period: DVA 80 1 $10.33 $ - DVA 90,862 10.25 931 DVA Series 100 944 10.12 10 DVA Plus - Standard (pre February 2000) 287,228 10.16 2,918 DVA Plus - Standard (post January 2000 and post 2000) 199,285 10.14 2,021 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,836,178 10.10 58,945 DVAPlus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,641,283 10.08 26,624 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 3,198,237 10.05 32,142 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 673,993 10.03 6,760 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 581,040 10.01 5,816 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 5,191,930 9.99 51,867 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 489,627 9.97 4,882 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,847,565 9.95 18,383 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,858,684 9.91 18,420 Access - Annual Ratchet (post April 2001) 54,726 9.86 540 Access - Max 5.5 (post April 2001), Landmark - Max 7 118,177 9.84 1,163 Access - 7% Solution (post April 2001) 27,443 9.82 269 Access - Max 7 (post April 2001) 92,431 9.79 905 Value 56,470 10.30 582 Access One 178 10.44 2 ES II - Max 7 (post 2000), Generations - Max 7 217,554 9.93 2,160 Landmark - 7% Solution 42,157 9.88 417 79
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO HIGH YIELD BOND (CONTINUED) VA Option I 1,801 $10.27 $ 18 VA Option II 7,569 10.16 77 VA Option III 437 10.10 4 VA Bonus Option I 18,670 10.08 188 VA Bonus Option II 21,063 9.97 210 VA Bonus Option III 8,662 9.91 86 Advantage Option I 263 9.81 3 ---------------- $ 236,343 ================ PIMCO STOCKSPLUS GROWTH AND INCOME Contracts in accumulation period: DVA 80 398 $10.46 $ 4 DVA 99,953 10.39 1,038 DVA Series 100 2,440 10.25 25 DVA Plus - Standard (pre February 2000) 218,233 10.29 2,246 DVA Plus - Standard (post January 2000 and post 2000) 146,243 10.27 1,502 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,825,877 10.24 59,657 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,222,192 10.21 22,688 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,054,658 10.18 41,276 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 614,802 10.16 6,246 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 468,627 10.14 4,752 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 6,171,296 10.12 62,453 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 441,295 10.10 4,457 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,789,954 10.08 18,043 80
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIMCO STOCKSPLUS GROWTH AND INCOME (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,325,932 $10.04 $ 13,312 Access - Annual Ratchet (post April 2001) 10,158 9.99 101 Access - Max 5.5 (post April 2001), Landmark - Max 7 61,575 9.97 614 Access - 7% Solution (post April 2001) 20,309 9.95 202 Access - Max 7 (post April 2001) 74,639 9.91 740 Value 15,385 10.42 160 ES II - Max 7 (post 2000), Generations - Max 7 126,058 10.06 1,268 Landmark - 7% Solution 28,122 10.01 281 ---------------- $ 241,065 ================ PRUDENTIAL JENNISON Contracts in accumulation period: DVA 7,943 $6.34 $ 50 DVA Plus - Standard (pre February 2000) 17,257 6.31 109 DVA Plus - Standard (post January 2000 and post 2000) 136,978 6.31 864 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,264,693 6.30 7,968 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,272,891 6.29 8,007 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 417,345 6.28 2,621 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 244,934 6.28 1,538 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 201,082 6.27 1,261 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 1,001,521 6.26 6,270 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 273,111 6.26 1,710 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,102,268 6.25 6,889 81
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PRUDENTIAL JENNISON (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 1,029,815 $6.24 $ 6,426 Access - Annual Ratchet (post April 2001) 21,785 6.23 136 Access - Max 5.5 (post April 2001), Landmark - Max 7 70,772 6.22 440 Access - 7% Solution (post April 2001) 14,542 6.22 91 Access - Max 7 (post April 2001) 88,316 6.21 549 Value 6,717 6.35 43 ES II - Max 7 (post 2000), Generations - Max 7 107,206 6.25 670 Landmark - 7% Solution 28,394 6.23 177 VA Option I 159 6.34 1 VA Option II 3,710 6.31 24 VA Bonus Option I 6,637 6.29 42 VA Bonus Option II 13,955 6.26 87 VA Bonus Option III 1,752 6.24 11 Advantage Option I 1,081 6.21 7 ---------------- $ 45,991 ================ SP JENNISON INTERNATIONAL GROWTH Contracts in accumulation period: DVA 305 $5.44 $ 2 DVA Plus - Standard (pre February 2000) 15,970 5.42 87 DVA Plus - Standard (post January 2000 and post 2000) 67,611 5.42 367 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 294,591 5.41 1,594 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 385,100 5.41 2,083 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 101,972 5.40 551 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 42,845 5.40 231 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 109,343 5.39 589 82
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SP JENNISON INTERNATIONAL GROWTH (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 214,255 $5.39 $ 1,155 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 146,026 5.39 787 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 212,147 5.38 1,141 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 320,127 5.37 1,719 Access - Annual Ratchet (post April 2001) 11,907 5.36 64 Access - Max 5.5 (post April 2001), Landmark - Max 7 86,395 5.36 463 Access - 7% Solution (post April 2001) 3,450 5.36 19 Access - Max 7 (post April 2001) 24,815 5.35 133 Value 22,797 5.44 124 ES II - Max 7 (post 2000), Generations - Max 7 19,406 5.38 104 Landmark - 7% Solution 14,879 5.37 80 VA Option I 131 5.44 1 VA Option II 419 5.42 2 VA Bonus Option I 1,922 5.41 10 VA Bonus Option II 141 5.39 1 VA Bonus Option III 466 5.37 3 ---------------- $ 11,310 ================ APPRECIATION Contracts in accumulation period: Granite PrimElite - Standard 415 $17.22 $ 7 Granite PrimElite - Annual Ratchet 41,993 17.07 716 ---------------- $ 723 ================ SMITH BARNEY HIGH INCOME Contracts in accumulation period: Granite PrimElite - Standard 4,203 $11.94 $ 50 Granite PrimElite - Annual Ratchet 27,019 11.82 320 ---------------- $ 370 ================ SMITH BARNEY LARGE CAP VALUE Contracts in accumulation period: Granite PrimElite - Standard 2,902 $19.35 $ 56 Granite PrimElite - Annual Ratchet 26,471 19.16 507 ---------------- $ 563 ================ 83
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMITH BARNEY INTERNATIONAL ALL CAP GROWTH Contracts in accumulation period: Granite PrimElite - Standard 1,951 $12.16 $ 24 Granite PrimElite - Annual Ratchet 22,932 12.04 276 ---------------- $ 300 ================ SMITH BARNEY MONEY MARKET Contracts in accumulation period: Granite PrimElite - Standard 9,433 $12.68 $ 120 Granite PrimElite - Annual Ratchet 8,053 12.55 101 ---------------- $ 221 ================ ASSET ALLOCATION Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 12,953 $9.84 $ 127 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 71,708 9.83 705 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 4,757 9.80 47 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 9,458 9.79 93 Solution (post January 2000 and post 2000) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 17,516 9.77 171 Premium Plus - Max 5.5 (post January 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 11,977 9.75 117 ---------------- $ 1,260 ================ 84
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) EQUITY Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 6,687 $9.21 $ 62 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 47,169 9.20 434 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 10,523 9.18 97 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% Solution (post January 2000 and post 2000) 3,013 9.17 28 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), Premium Plus - Max 5.5 (post January 2000) 5,671 9.14 52 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 14,708 9.12 134 ---------------- $ 807 ================ GALAXY GROWTH AND INCOME Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,565 $10.40 $58 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 7,205 10.39 75 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 896 10.37 9 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,438 10.35 15 Solution (post January 2000 and post 2000) 85
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GALAXY GROWTH AND INCOME (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 3,507 $10.33 $ 36 Premium Plus - Max 5.5 (post January 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 785 10.31 8 ---------------- $ 201 ================ HIGH QUALITY BOND Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 8,082 $11.70 $ 95 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 2,443 11.69 29 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 959 11.65 11 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 1,476 11.60 17 ---------------- $ 152 ================ SMALL COMPANY GROWTH Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,744 $13.14 $ 23 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 1,321 13.12 17 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 1,508 13.09 20 (pre February 2000), ES II - 5.5% Solution (post 2000) 86
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMALL COMPANY GROWTH (CONTINUED) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 973 $13.08 $ 13 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 792 13.02 10 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 99 12.99 1 ---------------- $ 84 ================ ALLIANCE BERNSTEIN VALUE Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 508 $10.01 $ 5 Solution (post January 2000 and post 2000) VA Option I 10,325 10.05 104 VA Option II 3,654 10.03 37 VA Option III 5,388 10.03 54 VA Bonus Option I 10,643 10.02 107 VA Bonus Option II 17,506 10.01 175 VA Bonus Option III 5,924 10.00 59 Advantage Option I 669 9.99 6 Advantage Option II 4,856 9.98 48 ---------------- $ 595 ================ ALLIANCE GROWTH AND INCOME Contracts in accumulation period: VA Option I 20,342 $9.61 $ 195 VA Option II 31,407 9.60 302 VA Option III 6,642 9.60 64 VA Bonus Option I 47,693 9.59 457 VA Bonus Option II 55,989 9.58 536 VA Bonus Option III 10,312 9.57 99 ---------------- $ 1,653 ================ 87
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PREMIER GROWTH Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 321 $9.55 $ 3 Solution (post January 2000 and post 2000) VA Option I 7,037 9.58 68 VA Option II 44,632 9.57 427 VA Option III 3,508 9.57 34 VA Bonus Option I 20,008 9.56 191 VA Bonus Option II 27,531 9.55 263 VA Bonus Option III 5,206 9.54 50 Advantage Option I 773 9.53 7 Advantage Option II 5,078 9.52 48 ---------------- $ 1,091 ================ GET FUND - SERIES N Contracts in accumulation period: VA Option I 393,214 $10.28 $ 4,042 VA Option II 240,885 10.27 2,474 VA Option III 118,456 10.27 1,217 VA Bonus Option I 10.26 10,440 1,017,518 VA Bonus Option II 721,740 10.25 7,398 VA Bonus Option III 517,235 10.24 5,297 ---------------- $ 30,868 ================ GET FUND - SERIES P Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 71,533 $10.02 $ 717 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 10,501 10.01 105 Access - 5.5% Solution (post April 2001), Landmark - Max 5.5% 3,705 10.01 37 VA Option I 1,784,901 10.04 17,920 VA Option II 952,184 10.03 9,550 VA Option III 514,337 10.02 5,154 VA Bonus Option I 5,669,614 10.02 56,810 VA Bonus Option II 3,733,809 10.01 37,376 VA Bonus Option III 2,357,273 10.01 23,596 Advantage Option I 114,881 10.00 1,149 Advantage Option II 35,943 9.99 359 Advantage Option III 27,231 9.99 272 ---------------- $ 153,045 ================ 88
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) GET FUND - SERIES Q Contracts in accumulation period: VA Option I 24,230 $10.00 $ 242 VA Option II 21,339 10.00 213 VA Bonus Option I 45,829 10.00 458 VA Bonus Option II 87,706 10.00 877 VA Bonus Option III 11,367 10.00 114 ---------------- $ 1,904 ================ VALUE OPPORTUNITY Contracts in accumulation period: VA Option I 1,584 $9.04 $ 14 VA Option II 1,858 9.03 17 VA Bonus Option I 10,936 9.02 99 VA Bonus Option II 15,561 9.01 140 VA Bonus Option III 3,112 9.00 28 ---------------- $ 298 ================ INDEX PLUS LARGE CAP Contracts in accumulation period: VA Option I 16,897 $9.40 $ 159 VA Option II 7,036 9.38 66 VA Option III 24,809 9.39 233 VA Bonus Option I 27,003 9.38 253 VA Bonus Option II 6,121 9.36 57 VA Bonus Option III 4,667 9.36 44 ---------------- $ 812 ================ INDEX PLUS MID CAP Contracts in accumulation period: VA Option I 25,943 $9.91 $ 257 VA Option II 10,835 9.90 107 VA Option III 3,276 9.90 32 VA Bonus Option I 14,892 9.89 147 VA Bonus Option II 23,563 9.87 233 VA Bonus Option III 4,407 9.87 44 ---------------- $ 820 ================ INDEX PLUS SMALL CAP Contracts in accumulation period: VA Option I 18,193 $10.11 $ 184 VA Option II 6,817 10.10 69 VA Option III 795 10.11 8 VA Bonus Option I 28,552 10.09 288 VA Bonus Option II 7,283 10.07 73 VA Bonus Option III 5,763 10.07 58 ---------------- $ 680 ================ 89
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) AIM V.I. DENT DEMOGRAPHIC TRENDS Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 16,786 $10.99 $ 184 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 23,503 10.99 258 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 77,645 10.99 853 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 1,822 10.99 20 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 9,170 10.99 101 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 51,753 10.99 569 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 4,183 10.99 46 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 7,111 10.98 78 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 119,539 10.98 1,313 Access - Annual Ratchet (post April 2001) 270 10.98 3 Access - 7% Solution (post April 2001) 228 10.98 3 Access - Max 7 (post April 2001) 724 10.97 8 ES II - Max 7 (post 2000), Generations - Max 7 7,383 10.98 81 Landmark - 7% Solution 1,155 10.98 13 VA Option I 982 11.00 11 VA Bonus Option I 167 10.99 2 VA Bonus Option III 670 10.98 7 ---------------- $ 3,550 ================ 90
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) AIM V.I. GROWTH Contracts in accumulation period: VA Option I 309 $10.35 $ 3 VA Option II 7,677 10.34 79 VA Bonus Option II 34,765 10.33 359 VA Bonus Option III 146 10.32 2 ---------------- $ 443 ================ BRINSON TACTICAL ALLOCATION Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 536 $9.39 $ 5 Solution (post January 2000 and post 2000) VA Option I 31,473 9.42 296 VA Option II 4,853 9.41 46 VA Option III 1,093 9.41 10 VA Bonus Option I 16,438 9.40 155 VA Bonus Option II 24,146 9.38 226 VA Bonus Option III 4,485 9.38 42 Advantage Option I 713 9.37 7 ---------------- $ 787 ================ EQUITY-INCOME Contracts in accumulation period: VA Option I 26,225 $9.61 $ 252 VA Option II 21,430 9.60 206 VA Option III 6,165 9.60 59 VA Bonus Option I 99,509 9.59 954 VA Bonus Option II 39,753 9.57 380 VA Bonus Option III 9,493 9.57 91 Advantage Option I 681 9.55 7 ---------------- $ 1,949 ================ GROWTH Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 652 $9.25 $ 6 VA Option I 14,042 9.29 130 VA Option II 9,484 9.28 88 VA Option III 3,394 9.29 32 VA Bonus Option I 21,879 9.27 203 VA Bonus Option II 16,676 9.26 154 VA Bonus Option III 8,648 9.25 80 ---------------- $ 693 ================ 91
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) CONTRAFUND Contracts in accumulation period: VA Option I 23,962 $9.73 $ 233 VA Option II 31,173 9.71 303 VA Option III 309 9.72 3 VA Bonus Option I 23,738 9.70 230 VA Bonus Option II 34,448 9.69 334 VA Bonus Option III 8,281 9.68 80 ---------------- $ 1,183 ================ FINANCIAL SERVICES Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 2,766 $9.37 $ 26 DVA Plus - Standard (post January 2000 and post 2000) 4,734 9.37 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 28,966 9.37 272 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 37,443 9.36 350 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 23,862 9.36 223 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 8,703 9.36 81 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 5,433 9.35 51 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 45,911 9.35 429 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 3,522 9.35 33 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 18,560 9.35 174 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 18,432 9.34 172 92
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) FINANCIAL SERVICES (CONTINUED) Access - Max 5.5 (post April 2001), Landmark - Max 7 3,260 $9.33 $ 30 Access - 7% Solution (post April 2001) 3,752 9.33 35 Access - Max 7 (post April 2001) 107 9.33 1 ES II - Max 7 (post 2000), Generations - Max 7 677 9.35 6 Landmark - 7% Solution 1,385 9.34 13 VA Option I 7,644 9.39 72 VA Option II 8,008 9.37 75 VA Option III 1,095 9.37 10 VA Bonus Option I 9,779 9.36 92 VA Bonus Option II 17,709 9.35 166 VA Bonus Option III 4,900 9.34 46 Advantage Option I 277 9.33 3 ---------------- $ 2,404 ================ HEALTH SCIENCES Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 9,245 $10.28 $ 95 DVA Plus - Standard (post January 2000 and post 2000) 2,712 10.28 28 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 20,414 10.27 209 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 38,465 10.27 395 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 110,902 10.26 1,138 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 3,132 10.26 32 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 7,400 10.26 76 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 367,187 10.26 3,767 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 16,015 10.26 164 93
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) HEALTH SCIENCES (CONTINUED) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 25,836 $10.25 $ 265 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 289,358 10.25 2,966 Access - Annual Ratchet (post April 2001) 332 10.24 3 Access - Max 5.5 (post April 2001), Landmark - Max 7 466 10.24 5 Access - 7% Solution (post April 2001) 1,063 10.24 11 Access - Max 7 (post April 2001) 5,379 10.23 55 ES II - Max 7 (post 2000), Generations - Max 7 81,775 10.25 838 Landmark - 7% Solution 1,482 10.24 15 VA Option I 7,242 10.29 74 VA Option II 11,285 10.28 116 VA Option III 3,081 10.28 32 VA Bonus Option I 11,674 10.27 120 VA Bonus Option II 13,222 10.25 136 VA Bonus Option III 24,044 10.25 246 Advantage Option I 252 10.23 2 Advantage Option III 173 10.22 2 ---------------- $ 10,790 ================ UTILITIES Contracts in accumulation period: DVAPlus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 5,342 $8.11 $ 43 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 8,160 8.11 66 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 18,794 8.10 152 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 960 8.10 8 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 1,002 8.10 8 94
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) UTILITIES (CONTINUED) Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 6,689 $8.10 $ 54 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 3,860 8.09 31 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 16,134 8.09 131 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 23,627 8.09 191 ES II - Max 7 (post 2000), Generations - Max 7 1,176 8.09 10 VA Option I 3,379 8.13 28 VA Option II 4,483 8.11 36 VA Option III 183 8.11 1 VA Bonus Option I 17,386 8.11 141 VA Bonus Option II 1,036 8.09 8 VA Bonus Option III 6,868 8.09 56 ---------------- $ 964 ================ JANUS ASPEN WORLDWIDE GROWTH Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 661 $9.35 $ 6 VA Option I 32,123 9.39 302 VA Option II 16,977 9.37 159 VA Option III 4,296 9.38 40 VA Bonus Option I 57,358 9.36 537 VA Bonus Option II 13,913 9.35 130 VA Bonus Option III 12,779 9.34 119 Advantage Option I 281 9.33 3 Advantage Option II 275 9.32 2 ---------------- $ 1,298 ================ 95
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PPI MFS CAPITAL OPPORTUNITIES Contracts in accumulation period: VA Option I 3,867 $8.93 $ 34 VA Option II 8,088 8.92 72 VA Option III 2,330 9.91 23 VA Bonus Option I 18,641 8.91 166 VA Bonus Option II 39,763 8.89 353 VA Bonus Option III 5,621 8.89 50 ---------------- $ 698 ================ PIONEER FUND VCT Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 11,177 $9.39 $ 105 DVA Plus - Standard (post January 2000 and post 2000) 4,693 9.39 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 27,047 9.39 254 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 5,663 9.38 53 DVA Plus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 14,633 9.38 137 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,756 9.38 45 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 9,738 9.37 91 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 27,155 9.37 254 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 2,197 9.37 21 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 22,142 9.37 207 96
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIONEER FUND VCT (CONTINUED) Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 47,468 $9.36 $ 444 ES II - Max 7 (post 2000), Generations - Max 7 161 9.37 2 VA Option I 17,258 9.41 162 VA Option II 11,820 9.39 111 VA Option III 3,571 9.40 34 VA Bonus Option I 9,143 9.38 86 VA Bonus Option II 19,587 9.37 184 VA Bonus Option III 4,340 9.36 41 ---------------- $ 2,275 ================ PIONEER SMALL COMPANY VCT Contracts in accumulation period: DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 536 $9.58 $ 5 Solution (post January 2000 and post 2000) Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 655 9.57 6 VA Option I 16,862 9.61 162 VA Option II 11,516 9.60 111 VA Option III 1,955 9.60 19 VA Bonus Option I 26,083 9.59 250 VA Bonus Option II 18,597 9.58 178 VA Bonus Option III 17,291 9.57 166 Advantage Option I 4,125 9.56 39 Advantage Option III 186 9.54 2 ---------------- $ 938 ================ PIONEER MID-CAP VALUE VCT Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 5,621 $10.72 $ 60 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 170,277 10.72 1,825 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 98,183 10.71 1,052 97
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) PIONEER MID-CAP VALUE VCT (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 27,109 $10.71 $ 290 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,960 10.71 53 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 6,577 10.71 71 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 55,679 10.71 596 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 5,379 10.71 58 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 23,811 10.71 255 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 72,421 10.71 776 Access - Annual Ratchet (post April 2001) 661 10.70 7 Access - Max 7 (post April 2001) 598 10.70 6 ES II - Max 7 (post 2000), Generations - Max 7 6,479 10.71 69 Landmark - 7% Solution 1,969 10.70 21 ---------------- $ 5,139 ================ BULL Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 8,366 $8.90 $ 74 DVA Plus - Standard (post January 2000 and post 2000) 10,121 8.90 90 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 805,047 8.90 7,165 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 267,236 8.89 2,376 98
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) BULL (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 256,466 $8.88 $ 2,277 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 117,895 8.88 1,047 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 92,174 8.88 818 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 353,534 8.88 3,139 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 27,581 8.87 245 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 244,571 8.87 2,169 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 103,369 8.87 917 Access - Annual Ratchet (post April 2001) 5,613 8.86 50 Access - Max 5.5 (post April 2001), Landmark - Max 7 1,813 8.85 16 Access - 7% Solution (post April 2001) 901 8.85 8 Access - Max 7 (post April 2001) 4,584 8.84 40 ES II - Max 7 (post 2000), Generations - Max 7 15,636 8.87 139 Landmark - 7% Solution 1,491 8.86 13 ---------------- $ 20,583 ================ SMALL-CAP Contracts in accumulation period: DVA Plus - Standard (pre February 2000) 46,913 $9.44 $ 443 DVA Plus - Standard (post January 2000 and post 2000) 13,767 9.44 130 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 1,134,989 9.43 10,703 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 403,215 9.43 3,802 99
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) SMALL-CAP (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution 67,787 $9.42 $ 639 (pre February 2000), ES II - 5.5% Solution (post 2000) DVAPlus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 43,781 9.42 412 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 18,942 9.41 178 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 128,298 9.41 1,207 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 19,151 9.41 180 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 132,360 9.41 1,246 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 47,995 9.40 451 Access - Annual Ratchet (post April 2001) 12,960 9.39 122 Access - Max 5.5 (post April 2001), Landmark - Max 7 12,110 9.39 114 Access - 7% Solution (post April 2001) 4,031 9.38 38 Access - Max 7 (post April 2001) 3,530 9.38 33 Value 698 9.46 7 ES II - Max 7 (post 2000), Generations - Max 7 21,722 9.40 204 Landmark - 7% Solution 6,232 9.39 59 ---------------- $ 19,968 ================ EUROPE 30 Contracts in accumulation period: DVA Plus - Standard (post January 2000 and post 2000) 5,341 $8.27 $ 44 DVA Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000 and post January 2000), Access - Standard (pre February 2000), Premium Plus - Standard (pre February 2000), ES II (pre 2001), ES II - Standard (post 2000), Generations - Standard 8,429 8.27 70 DVA Plus - Annual Ratchet (post January 2000), DVA Plus - 5.5% Solution (post 2000), Access - Standard (post January 2000 and post 2000), Premium Plus - Standard (post January 2000 and post 2000), ES II - Deferred Ratchet (post 2000), Generations - Deferred Ratchet 568,995 8.26 4,701 100
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) EUROPE 30 (CONTINUED) DVAPlus - 7% Solution (pre February 2000), DVA Plus - Annual Ratchet (post 2000), DVA Plus - Max 5.5 (post January 2000), Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ES II - 5.5% Solution (post 2000) 5,726 $8.26 $ 47 DVA Plus - Max 5.5 (post 2000), Access - Annual Ratchet (post January 2000), Access - 5.5% Solution (post January 2000 and post 2000), Premium Plus - Annual Ratchet (post January 2000), Premium Plus - 5.5% 4,340 8.26 36 Solution (post January 2000 and post 2000) DVA Plus - 7% Solution (post January 2000 and post 2000), ES II - Annual Ratchet (post 2000), Generations - Annual Ratchet, Landmark - Standard 14,669 8.25 121 Access - 7% Solution (pre February 2000), Access - Annual Ratchet (post 2000), Access - Max 5.5 (post January 2000), DVA Plus - Annual Ratchet (post 2000), ES II - Max 5.5 (post 2000), Premium Plus - 7% Solution (pre February 2000), Premium Plus - Annual Ratchet (post 2000), 13,357 8.25 110 Premium Plus - Max 5.5 (post January 2000) Access - Max 5.5 (post 2000), DVA Plus - Max 7 (post January 2000 and post 2000), Premium Plus - Max 5.5 (post 2000), ES II - 7% Solution (post 2000), Generations - 7% Solution 38,959 8.25 322 Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 39,269 8.24 324 Access - Max 7 (post January 2000 and post 2000), Premium Plus - Max 7 (post January 2000 and post 2000), Landmark - Annual Ratchet 19,682 8.24 162 Access - Annual Ratchet (post April 2001) 15,189 8.23 125 Access - 7% Solution (post April 2001) 7,153 8.22 59 Access - Max 7 (post April 2001) 15,212 8.22 125 Value 746 8.29 6 ES II - Max 7 (post 2000), Generations - Max 7 6,318 8.24 52 Landmark - 7% Solution 901 8.23 8 ---------------- $ 6,312 ================ PUTNAM GROWTH AND INCOME Contracts in accumulation period: VA Option I 8,202 $9.50 $ 78 VA Option II 5,020 9.48 48 VA Option III 109 9.48 1 VA Bonus Option I 8,318 9.47 79 VA Bonus Option II 9,657 9.46 91 VA Bonus Option III 11,884 9.45 112 Advantage Option I 5,022 9.25 46 ---------------- $ 455 ================ 101
Golden American Life Insurance Company Separate Account B Notes to Financial Statements (continued) 6. UNIT VALUES (CONTINUED) UNIT EXTENDED DIVISION/CONTRACT UNITS VALUE VALUE - ------------------------------------------------------------------------------------------------------------------------------ (IN THOUSANDS) INTERNATIONAL GROWTH AND INCOME Contracts in accumulation period: VA Option I 20,630 $9.49 $ 196 VA Option II 5,921 9.47 56 VA Option III 2,520 9.47 24 VA Bonus Option I 20,019 9.46 189 VA Bonus Option II 6,330 9.45 60 VA Bonus Option III 8,360 9.44 79 ---------------- $ 604 ================ VOYAGER Contracts in accumulation period: Access - 7% Solution (post January 2000 and post 2000), Access - Standard (post April 2001), Premium Plus - 7% Solution (post January 2000 and post 2000), Landmark - 5.5% Solution 686 $8.74 $ 6 VA Option I 14,754 8.77 129 VA Option II 9,782 8.76 85 VA Option III 495 8.76 4 VA Bonus Option I 26,612 8.75 233 VA Bonus Option II 4,333 8.74 38 VA Bonus Option III 8,442 8.73 74 Advantage Option II 884 8.71 8 ---------------- $ 577 ================ 102
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) 7. UNIT SUMMARY A summary of unit values and units outstanding for variable annuity contracts, expense ratios, excluding expenses of underlying funds, investment income ratios, and total return for the year ended December 31, 2001, along with unit values for the year ended December 31, 2000, follows: At December 31, 2000 At December 31, 2001 -------------------------------------------------------------------------------- Unit Fair Value lowest Units Unit Fair Value Net Assets Division to highest (000s) lowest to highest (000s) ------------------------ ------------- -------------------- --------------- The GCG Trust: Liquid Asset Division $14.50 to $16.61 69,541 $13.62 to $17.79 $1,071,485 Limited Maturity Bond Division $16.67 to $19.77 19,509 $17.02 to $21.41 364,062 Large Cap Value Division $10.50 to $10.59 27,628 $9.85 to $10.20 275,489 Hard Assets Division $15.34 to $17.52 2,395 $12.63 to $15.27 33,209 All Cap Division $11.54 to $11.65 25,814 $11.46 to $11.76 299,314 Real Estate Division $25.04 to $28.59 4,535 $25.36 to $31.90 126,169 Fully Managed Division $24.47 to $27.95 23,375 $25.20 to $30.47 644,971 Equity Income Division $22.48 to $26.61 17,698 $21.34 to 26.84 416,763 Capital Appreciation Division $24.06 to $26.49 20,717 $19.84 to $22.87 440,209 Rising Dividends Division $24.00 to $26.02 34,270 $20.13 to 23.30 732,049 Value Equity Division $18.85 to $20.15 10,991 $17.24 to $19.10 199,039 Strategic Equity Division $18.40 to $19.51 17,855 $13.92 to $15.26 259,382 Small Cap Division $17.94 to $19.25 27,165 $16.97 to $18.87 480,513 Managed Global Division $19.34 to $21.72 14,451 $16.18 to $19.04 250,388 Mid-Cap Growth Division $40.98 to $43.92 29,521 $29.92 to $34.01 928,290 Capital Growth Division $16.80 to $17.71 27,303 $13.93 to 15.15 395,434 Research Division $25.56 to $27.39 31,622 $19.19 to $21.34 637,711 Total Return Division $20.10 to $21.54 39,136 $18.90 to $21.94 793,394 Growth Division $21.49 to $22.98 66,921 $14.41 to $15.95 1,002,892 Core Bond Division $11.37 to $12.19 9,873 $11.14 to $12.39 114,996 Developing World Division $7.47 to $7.71 10,141 $6.85 to $7.25 71,466 Asset Allocation Growth Division $9.37 to $9.38 5,718 $8.55 to $8.70 49,242 Diversified Mid-Cap Division $9.87 to $9.88 6,381 $8.99 to $9.15 57,814 Investors Division $11.21 to $11.31 8,646 $10.45 to $10.73 91,400 Growth and Income Division $9.93 to $9.96 10,487 $8.78 to $8.93 92,720 Special Situations Division $8.88 to $8.89 2,932 $8.23 to $8.38 24,325 Internet Tollkeeper Division 709 $7.57 to $7.64 5,389 International Equity Division $11.23 to $11.73 16,734 $8.37 to $8.98 144,061 Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division $8.72 to $8.78 2,863 $6.92 to $7.08 20,014 Pilgrim Growth Opportunities Division - 671 $7.75 to $7.82 5,219 Pilgrim MagnaCap Division - 579 $9.30 to $9.39 5,402 Pilgrim Small Cap Opportunities Division - 1,737 $8.28 to $8.36 14,437 Pilgrim Convertible Class Division - 18 $10.46 to $10.52 194 Pilgrim Growth and Income Division - 15 $10.37 to $10.45 156 Pilgrim LargeCap Growth Division - 56 $9.57 to $9.62 533 PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division $9.88 to $10.17 23,564 $9.79 to $10.44 236,343 PIMCO StocksPLUS Growth and Income Division $11.56 to $11.91 23,718 $9.91 to $10.46 241,065 Prudential Series Fund, Inc.: Prudential Jennison Division $7.82 to $7.85 7,335 $6.21 to $6.35 45,991 SP Jennison International Growth Division $8.55 to $8.57 2,097 $5.35 to $5.44 11,310 * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented 103
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) At December 31, 2000 At December 31, 2001 -------------------------------------------------------------------------------- Unit Fair Value lowest Units Unit Fair Value Net Assets Division to highest (000s) lowest to highest (000s) ------------------------ ------------- -------------------- --------------- Greenwich Street Series Fund Inc.: Appreciation Division $18.03 to $18.16 42 $17.07 to $17.22 $ 723 Travelers Series Fund Inc.: Smith Barney High Income Division $12.46 to $12.56 31 $11.82 to $11.94 370 Smith Barney Large Cap Value Division $21.16 to $21.34 29 $19.16 to $19.35 563 Smith Barney International All Cap Growth $17.74 to $17.89 25 $12.04 to $12.16 300 Division Smith Barney Money Market Division $12.27 to $12.38 17 $12.55 to $12.68 221 The Galaxy VIP Fund: Asset Allocation Division $10.73 to $10.78 128 $9.75 to $9.84 1,260 Equity Division $11.36 to $11.41 88 $9.12 to $9.21 807 Growth and Income Division $10.93 to $10.98 19 $10.31 to $10.40 201 High Quality Bond Division $11.04 to $11.05 13 $11.60 to $11.70 152 Small Company Growth Division $13.27 to $13.35 6 $12.99 to $13.14 84 Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division - 59 $9.98 to $10.05 595 Growth and Income Division - 172 $9.57 to $9.61 1,653 Premier Growth Division - 114 $9.52 to $9.58 1,091 Aetna Variable Portfolios, Inc.: GET Fund - Series N Division - 3,009 $10.24 to $10.28 30,868 GET Fund - Series P Division - 15,276 $9.99 to $10.04 153,045 GET Fund - Series Q Division - 190 $10.00 1,904 Value Opportunity Division - 33 $9.00 to $9.04 298 Index Plus Large Cap Division - 87 $9.36 to $9.40 812 Index Plus Mid Cap Division - 83 $9.87 to $9.91 820 Index Plus Small Cap Division 67 $10.07 to $10.11 680 AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division - 323 $10.97 to $11.00 3,550 AIM V.I. Growth Division - 43 $10.32 to $10.35 443 Brinson Series Trust: Brinson Tactical Allocation Division - 84 $9.37 to $9.42 787 Fidelity Variable Insurance Products Equity-Income Division - 203 $9.55 to 9.61 1,949 Growth Division - 75 $9.25 to $9.29 693 Contrafund Division - 122 $9.68 to $9.73 1,183 INVESCO Variable Investment Funds, Inc.: Financial Services Division - 256 $9.33 to $9.39 2,404 Health Sciences Division - 1,052 $10.22 to $10.29 10,790 Utilities Division - 119 $8.09 to $8.13 964 Janus Aspen Series: Janus Aspen Worldwide Growth Division - 139 $9.32 to $9.39 1,298 Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division - 78 $8.92 to $9.91 698 Pioneer Variable Contracts Trust: Pioneer Fund VCT Division - 243 $9.36 to $9.41 2,275 Pioneer Small Company VCT Division - 98 $9.54 to $9.61 938 Pioneer Mid-Cap Value VCT Division - 480 $10.70 to $10.72 5,139 The ProFunds VP: Bull Division - 2,316 $8.84 to $8.92 20,583 Small-Cap Division - 2,118 $9.38 to $9.46 19,968 Europe 30 Division - 764 $8.22 to $8.29 6,312 Putnam Variable Trust: Growth and Income Division - 48 $9.25 to $9.50 455 International Growth and Income Division - 64 $9.44 to $9.49 604 Voyager Division - 66 $8.71 to $8.77 577 * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented. 104
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) For the Year Ended December 31, 2001 ---------------------------------------------------------- Mortality, Expense Risk and Asset Based Investment Admin Charges Total Return lowest Division Income Ratio lowest to highest to highest ------------- ------------------ ----------------------- The GCG Trust: Liquid Asset Division 3.59 0.50% to 2.55% 1.86% to 3.01% Limited Maturity Bond Division 4.84 0.50% to 2.25% 6.78% to 8.30% Large Cap Value Division 0.25 0.50% to 2.25% -5.43% to -4.44% Hard Assets Division 0.00 0.80% to 2.25% -13.82% to -12.84% All Cap Division 1.47 0.90% to 2.25% 0.00% to 0.94% Real Estate Division 4.29 0.50% to 2.25% 6.07% to 7.28% Fully Managed Division 3.34 0.80% to 2.25% 7.85% to 9.02% Equity Income Division 1.95 0.50% to 2.25% -0.58% to 1.46% Capital Appreciation Division 0.07 0.80% to 2.25% -14.67% to -13.67% Rising Dividends Division 0.30 0.50% to 2.25% -13.63% to -12.68% Value Equity Division 0.85 0.80% to 2.25% -6.21% to -5.21% Strategic Equity Division 0.00 0.80% to 2.25% -22.66% to -21.78% Small Cap Division 0.13 0.50% to 2.25% -3.40% to -1.97% Managed Global Division 0.13 0.50% to 2.25% -13.60% to -12.34% Mid-Cap Growth Division 0.37 0.50% to 2.25% -25.09% to -24.25% Capital Growth Division 0.00 0.80% to 2.25% -15.42% to -14.46% Research Division 0.12 0.80% to 2.25% -22.97% to -22.09% Total Return Division 4.88 0.50% to 2.55% -1.44% to -0.32% Growth Division 0.00 0.50% to 2.25% -31.55% to -30.59% Core Bond Division 0.40 0.80% to 2.25% 0.53% to 1.64% Developing World Division 1.18 0.80% to 2.25% -7.10% to -5.97% Asset Allocation Growth Division 1.78 0.90% to 2.25% -8.32% to -7.68% Diversified Mid-Cap Division 0.48 0.90% to 2.25% -8.41% to -7.79% Investors Division 1.30 0.90% to 2.25% -6.16% to -5.13% Growth and Income Division 1.02 0.90% to 2.25% -11.18% to -10.34% Special Situations Division 0.37 0.90% to 2.25% -6.87% to -6.19% Internet Tollkeeper Division 0.00 0.90% to 2.25% * International Equity Division 0.00 0.90% to 2.10% -24.87% to -22.18% Pilgrim Variable Insurance Trust: Pilgrim Worldwide Growth Division 0.00 0.90% to 2.25% -20.18% to -19.36% Pilgrim Growth Opportunities Division 0.00 0.90% to 2.25% * Pilgrim MagnaCap Division 1.36 0.90% to 2.25% * Pilgrim Small Cap Opportunities Division 0.00 0.90% to 2.25% * Pilgrim Convertible Class Division -10.36 0.95% to 2.20% * Pilgrim Growth and Income Division 0.92 0.95% to 2.55% * Pilgrim LargeCap Growth Division 0.00 0.95% to 1.90% * PIMCO Variable Insurance Trust: PIMCO High Yield Bond Division 7.91 0.50% to 2.25% 0.30% to 1.57% PIMCO StocksPLUS Growth and Income Division 4.22 0.80% to 2.25% -13.15% to -12.17% Prudential Series Fund, Inc.: Prudential Jennison Division 0.00 0.90% to 2.25% -20.20% to -19.62% SP Jennison International Growth Division 0.24 0.90% to 2.25% -37.19% to -36.52% * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented 105
Golden American Life Insurance Company Separate Account B Notes To Financial Statements (continued) For the Year Ended December 31, 2001 ---------------------------------------------------------- Mortality, Expense Risk and Asset Based Investment Admin Charges Total Return lowest Division Income Ratio lowest to highest to highest ------------- ------------------ ----------------------- Greenwich Street Series Fund Inc.: Appreciation Division 1.15% 1.25% to 1.40% -5.32% to -5.18% Travelers Series Fund Inc.: Smith Barney High Income Division 12.01 1.25% to 1.40% -5.14% to -4.94% Smith Barney Large Cap Value Division 1.39 1.25% to 1.40% -9.45% to -9.33% Smith Barney International All Cap Growth 0.00 1.25% to 1.40% -32.13% to -32.03% Division Smith Barney Money Market Division 3.49 1.25% to 1.40% 2.28% to 2.42% The Galaxy VIP Fund: Asset Allocation Division 2.29 1.40% to 1.80% -9.13% to -8.72% Equity Division 0.00 1.40% to 1.80% -19.72% to -19.28% Growth and Income Division 0.15 1.40% to 1.80% -5.67% to -5.28% High Quality Bond Division 5.35 1.40% to 1.80% 5.88% to 5.89% Small Company Growth Division 0.00 1.40% to 1.90% -2.11% to -1.57% Alliance Variable Products Series Fund, Inc.: Alliance Bernstein Value Division 0.00 0.95% to 2.40% * Growth and Income Division 0.00 0.95% to 1.90% * Premier Growth Division 0.00 0.95% to 2.40% * Aetna Variable Portfolios, Inc.: GET Fund - Series N Division 2.25 0.95% to 1.90% * GET Fund - Series P Division 0.75 0.95% to 2.55% * GET Fund - Series Q Division 0.00 0.95% to 1.90% * Value Opportunity Division 0.00 0.95% to 1.90% * Index Plus Large Cap Division 2.73 0.95% to 1.90% * Index Plus Mid Cap Division 0.00 0.95% to 1.90% * Index Plus Small Cap Division 0.00 0.95% to 1.90% * AIM Variable Insurance Funds, Inc.: AIM V.I. Dent Demographic Trends Division 0.00 0.95% to 2.25% * AIM V.I. Growth Division 1.09 0.95% to 1.90% * Brinson Series Trust: Brinson Tactical Allocation Division 0.00 0.95% to 2.20% * Fidelity Variable Insurance Products Equity-Income Division 0.00 0.95% to 2.20% * Growth Division 0.00 0.95% to 1.90% * Contrafund Division 0.00 0.95% to 1.90% * INVESCO Variable Investment Funds, Inc.: Financial Services Division 2.70 0.95% to 2.25% * Health Sciences Division 3.60 0.95% to 2.55% * Utilities Division 3.07 0.95% to 1.90% * Janus Aspen Series: Janus Aspen Worldwide Growth Division 0.33 0.95% to 2.40% * Portfolio Partners, Inc.: PPI MFS Capital Opportunities Division 0.00 0.95% to 1.90% * Pioneer Variable Contracts Trust: Pioneer Fund VCT Division 0.91 0.95% to 1.90% * Pioneer Small Company VCT Division 0.00 0.95% to 2.55% * Pioneer Mid-Cap Value VCT Division 0.00 1.25% to 2.25% * The ProFunds VP: Bull Division 0.00 1.25% to 2.25% * Small-Cap Division 0.00 1.25% to 2.25% * Europe 30 Division 0.00 0.90% to 2.25% * Putnam Variable Trust: Growth and Income Division 0.00 0.95% to 2.20% * International Growth and Income Division 0.00 0.95% to 1.90% * Voyager Division 0.00 0.95% to 2.40% * * As this sub-account is new in 2001, this ratio is not meaningful and therefore not presented. 106
- -------------------------------------------------------------------------------- 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, 2001 and 2000, 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, 2001. These financial statements and schedules 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, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP Atlanta, Georgia March 15, 2002 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share date)
DECEMBER 31, DECEMBER 31, 2001 2000 ------------------------- ASSETS Investments: Fixed maturities, available for sale, at fair value (cost: 2001 - $1,982,527; 2000 - $798,751) ..................... $ 1,994,913 $ 792,578 Equity securities, at fair value (cost: 2001 - $74; 2000 - $8,611) 55 6,791 Mortgage loans on real estate .................................... 213,883 99,916 Policy loans ..................................................... 14,847 13,323 Short-term investments ........................................... 10,021 5,300 ------------------------- Total investments ................................................... 2,233,719 917,908 Cash and cash equivalents ........................................... 195,726 164,682 Reinsurance recoverable ............................................. 27,151 19,331 Reinsurance recoverable from affiliates ............................. 28,800 14,642 Due from affiliates ................................................. 20 38,786 Accrued investment income ........................................... 22,771 9,606 Deferred policy acquisition costs ................................... 709,042 635,147 Value of purchased insurance in force ............................... 20,203 25,942 Current income taxes recoverable .................................... 400 511 Property and equipment, less allowances for depreciation of $10,624 in 2001 and $5,638 in 2000 ............................ 10,468 14,404 Goodwill, less accumulated amortization of $17,600 in 2001 and $13,376 in 2000 .............................................. 151,363 155,587 Other assets ........................................................ 12,788 32,019 Separate account assets ............................................. 10,958,191 9,831,489 ------------------------- Total assets ........................................................ $14,370,642 $11,860,054 =========================
See accompanying notes. 2 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS-(Continued) (Dollars in thousands, except per share data)
DECEMBER 31, DECEMBER 31, 2001 2000 --------------------------- LIABILITIES AND STOCKHOLDER'S EQUITY Policy liabilities and accruals: Future policy benefits: Annuity and interest sensitive life products ........ $ 2,178,189 $ 1,062,891 Unearned revenue reserve ............................ 6,241 6,817 Other policy claims and benefits ...................... 836 82 --------------------------- 2,185,266 1,069,790 Surplus notes ............................................ 245,000 245,000 Revolving note payable ................................... 1,400 -- Due to affiliates ........................................ 25,080 19,887 Deferred income tax liability ............................ 12,612 7,377 Other liabilities ........................................ 125,264 69,374 Separate account liabilities ............................. 10,958,191 9,831,489 --------------------------- 13,552,813 11,242,917 Commitments and contingencies Stockholder's equity: Preferred Stock, par value $5,000 per share, authorized 50,000 shares ....................................... -- -- Common stock, par value $10 per share, authorized, issued, and outstanding 250,000 shares .............. 2,500 2,500 Additional paid-in capital ............................ 780,436 583,640 Accumulated other comprehensive gain (loss) ........... 3,804 (4,046) Retained earnings ..................................... 31,089 35,043 --------------------------- Total stockholder's equity ............................... 817,829 617,137 --------------------------- Total liabilities and stockholder's equity ............... $ 14,370,642 $ 11,860,054 ===========================
See accompanying notes. 3 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands)
YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------- REVENUES: Annuity and interest sensitive life product charges ....... $ 163,805 $ 144,877 $ 82,935 Management fee revenue .................................... 25,079 22,982 11,133 Net investment income ..................................... 94,396 64,140 59,169 Realized losses on investments ........................... (6,470) (6,554) (2,923) ----------------------------------- 276,810 225,445 150,314 Insurance benefits and expenses: Annuity and interest sensitive life benefits: Interest credited to account balances ................... 191,885 183,003 175,257 Guaranteed benefits reserve change ...................... 14,015 12,085 -- Benefit claims incurred in excess of account balances ... 3,182 4,943 6,370 Underwriting, acquisition, and insurance expenses: Commissions ............................................. 2,686 4,836 6,847 Commissions-- affiliates ................................ 229,726 208,883 181,536 General expenses ........................................ 113,259 84,936 60,205 Insurance taxes, state licenses, and fees ............... 6,610 4,528 3,976 Policy acquisition costs deferred ....................... (128,249) (168,444) (346,396) Amortization: Deferred policy acquisition costs ...................... 45,229 55,154 33,119 Value of purchased insurance in force .................. 4,403 4,801 6,238 Goodwill ............................................... 4,224 4,224 4,224 Expenses and charges reimbursed under modified coinsurance agreements .............................................. (1,085) (7,030) (9,247) Expenses and charges reimbursed under modified coinsurance agreements - affiliates ................................. (224,549) (218,757) -- ----------------------------------- 261,336 173,162 122,129 Interest expense ............................................. 19,252 19,867 8,894 ----------------------------------- 280,588 193,029 131,023 ----------------------------------- Income (loss) before income taxes ............................ (3,778) 32,416 19,291 Income taxes ................................................. 176 13,236 8,077 ----------------------------------- Net income (loss) ............................................ $ (3,954) $ 19,180 $ 11,214 ===================================
See accompanying notes. 4 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Dollars in thousands)
Accumulated Additional Other Total Common Paid-in Comprehensive Retained Stockholder's Stock Capital Income (Loss) Earnings Equity ------------------------------------------------------------- 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 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 ........................ -- -- 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 Comprehensive income: Net loss ................................. -- -- -- (3,954) (3,954) Change in net unrealized investment gains ........................ -- -- 7,850 -- 7,850 --------- Comprehensive income ....................... 3,896 Contribution of capital .................... -- 196,796 -- -- 196,796 ------------------------------------------------------------- Balance at December 31, 2001 .................. $ 2,500 $ 780,436 $ 3,804 $ 31,089 $ 817,829 =============================================================
See accompanying notes. 5 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------------- OPERATING ACTIVITIES Net income (loss) ...................................... $ (3,954) $ 19,180 $ 11,214 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 ..................... 191,885 183,003 175,257 Charges for mortality and administration .......... (341) (313) 524 Change in unearned revenues ....................... (576) 517 2,460 Increase in policy liabilities and accruals ......... 754 74 8 Increase in guaranteed benefits reserve ............. 28,173 26,727 -- Decrease (increase) in accrued investment income .... (13,165) 1,592 (1,553) Policy acquisition costs deferred ................... (128,249) (168,444) (346,396) Amortization of deferred policy acquisition costs ... 45,229 55,154 33,119 Amortization of value of purchased insurance in force ................................ 4,403 4,801 6,238 Change in other assets, due to/from affiliates, other liabilities, and accrued income taxes ............. 108,578 (78,482) 24,845 Provision for depreciation and amortization ......... 1,341 9,062 9,296 Provision for deferred income taxes ................. (606) 13,282 8,077 Realized losses on investments ...................... 6,470 6,554 2,923 ----------------------------------------- Net cash provided by (used in) operating activities .... 239,942 72,707 (73,988) ----------------------------------------- INVESTING ACTIVITIES Sale, maturity, or repayment of investments: Fixed maturities - available for sale ............... 880,688 205,136 220,547 Mortgage loans on real estate ....................... 135,996 12,701 6,572 Equity securities ................................... 6,956 6,128 -- Policy loans - net .................................. -- 834 -- Short-term investments - net ........................ -- -- 980 ----------------------------------------- 1,023,640 224,799 228,099 Acquisition of investments: Fixed maturities - available for sale ............... (2,070,849) (154,028) (344,587) Equity securities ................................... (40) -- -- Mortgage loans on real estate ....................... (250,314) (12,887) (9,659) Policy loans - net .................................. (1,524) -- (2,385) Short-term investments - net ........................ (4,721) (5,300) -- ----------------------------------------- (2,327,448) (172,215) (356,631) Issuance of reciprocal loan agreement receivables ...... -- (16,900) -- Receipt of repayment of reciprocal loan agreement receivables .......................................... -- 16,900 -- Net sale (purchase) of property and equipment .......... 1,248 (3,285) (8,968) ----------------------------------------- Net cash provided by (used in) investing activities .... (1,302,560) 49,299 (137,500) See accompanying notes. 6 GOLDEN AMERICAN LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED) (Dollars in thousands) YEAR ENDED DECEMBER 31 2001 2000 1999 ----------------------------------------- FINANCING ACTIVITIES Proceeds from reciprocal loan agreement borrowings with affiliates .......................... $ 69,300 $ 178,900 $ 396,350 Repayment of reciprocal loan agreement borrowings with affiliates .......................... (69,300) (178,900) (396,350) Proceeds from revolving note payable ................... 3,078 67,200 220,295 Repayment of revolving note payable .................... (1,678) (68,600) (218,895) Proceeds from surplus note with affiliates ............. -- -- 160,000 Receipts from annuity and interest sensitive life policies credited to account balances .................................... 1,933,148 801,793 773,685 Return of account balances on annuity and interest sensitive life policies ................ (134,787) (141,440) (146,607) Net reallocations to separate accounts ................. (902,895) (825,848) (650,270) Contributions of capital by EIC ........................ 196,796 115,000 121,000 ----------------------------------------- Net cash provided by (used in) financing activities .... 1,093,662 (51,895) 259,208 ----------------------------------------- Increase in cash and cash equivalents .................. 31,044 70,111 47,720 Cash and cash equivalents at beginning of period ................................. 164,682 94,571 46,851 ----------------------------------------- Cash and cash equivalents at end of period ....................................... $ 195,726 $ 164,682 $ 94,571 ========================================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest ............................................ $ 14,955 $ 22,444 $ 6,392 Income taxes ........................................ -- 957 --
See accompanying notes. 7 GOLDEN AMERICAN LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2001 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 Life Insurance Company of Iowa ("Equitable Life" or the "Parent"), offers variable insurance products and is licensed as a life insurance company in the District of Columbia and all states except New York. Equitable Life is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. (EIC). First Golden is licensed to sell insurance products in New York and Delaware. The Companies' variable and fixed insurance products are marketed by broker/dealers, financial institutions, and insurance agents. The Companies' primary customers are consumers and corporations. On December 3, 2001, the Board of Directors of EIC approved a plan to contribute its holding of 100% of the stock of its wholly owned subsidiary, Golden American to another wholly owned subsidiary, Equitable Life. The contribution of stock occurred on December 31, 2001, following approval granted by the Insurance Department of the State of Delaware. 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 ("the 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., 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, 2001 and 2000, 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 8 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 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. Accounting for Derivative Instruments and Hedging Activities: The Companies may from time to time utilize various derivative instruments to manage interest rate and price risk (collectively, market risk). The Companies have appropriate controls in place, and financial exposures are monitored and managed by the Companies as an integral part of their overall risk management program. Derivatives are recognized on the balance sheet at their fair value. The change in a derivative's fair value is generally to be recognized in current period earnings, unless the derivative is specifically designated as a hedge of an exposure. 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 hedge or 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. The Companies occasionally purchase a financial instrument that contains a derivative that is "embedded" in the instrument. The Companies' insurance products are also reviewed to determine whether they contain an embedded derivative. The Companies assess whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument or insurance product (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and that a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value. In cases where the host contract is measured at fair value, with changes in fair value reported in current period earnings, or the Companies are unable to reliably identify and 9 measure the embedded derivative for separation from its host contract, the entire contract is carried on the balance sheet at fair value and is not designated as a hedging instrument. 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 have been deferred. Other expenses related to the production of new business that were deferred totaled $28.3 million during 2001, $16.3 million during 2000, and $29.6 million during 1999. 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. 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. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. For additional information, refer to the Pending Accounting Standards disclosure in Note 1. 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 12.00% during 2001, 3.00% to 14.00% during 2000 and 3.00% to 11.00% during 1999. 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. 10 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 variable products. At the direction of the contractholders, the separate accounts invest the premiums from the sale of variable 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. Under Delaware insurance law, 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). 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 2002, 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 and fixed 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. 11 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. NEW ACCOUNTING STANDARDS Derivatives: As of January 1, 2001, the Companies adopted FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted by FAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, FAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133, and certain FAS No. 133 implementation issues. This standard, as amended, requires companies to record all derivatives on the balance sheet as either assets or liabilities and measure those instruments at fair value. The manner in which companies are to record gains or losses resulting from changes in the fair values of those derivatives depends on the use of the derivative and whether it qualifies for hedge accounting. Adoption of FAS No. 133 did not have a material effect on the Companies' financial position or results of operations given the Companies' limited derivative and embedded derivative holdings. The Companies chose to elect a transition date of January 1, 1999 for embedded derivatives. Therefore, only those derivatives embedded in hybrid instruments issued, acquired or substantively modified by the entity on or after January 1, 1999 are recognized as separate assets or liabilities. The cumulative effect of the accounting change upon adoption was not material. Recognition of Interest Income and Impairment on Purchased and Beneficial Interests in Securitized Financial Assets: Effective April 2001, the Companies adopted Emerging Issues Task Force Issue "EITF" 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets. EITF 99-20 states that interest income earned on retained or purchased beneficial interests in securitized financial assets should be recognized over the life of the investment based on an anticipated yield determined by periodically estimating cash flows. Interest income should be revised prospectively for changes in cash flows. Additionally, impairment should be recognized if the fair value of the beneficial interest has declined below its carrying amount and the decline is other than temporary. The impact of adoption was not significant to the Companies financial position or results of operations. Pending Accounting Standards: Goodwill: In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Companies are required to adopt the new rules effective January 1, 2002. The Companies are evaluating the impact of the adoption of these standards and have not yet determined the effect of adoption on their financial position and results of operations. RECLASSIFICATIONS Certain amounts in the 2000 and 1999 financial statements have been reclassified to conform to the 2001 financial statement presentation. 12 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 $156.4 million in 2001, $71.1 million in 2000, and $85.6 million in 1999. Total statutory capital and surplus was $451.6 million and $406.9 million at December 31, 2001 and 2000, 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 was 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 resulted in changes to the accounting practices that the Companies use to prepare their statutory-basis financial statements. The impact of these changes to the Companies' statutory-basis capital and surplus as of January 1, 2001 was not significant. 13 3. INVESTMENT OPERATIONS - -------------------------- INVESTMENT RESULTS Major categories of net investment income are summarized below: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities ...................... $ 83,654 $ 55,302 $ 50,352 Equity securities ..................... -- 248 515 Mortgage loans on real estate ......... 11,205 7,832 7,074 Policy loans .......................... 793 516 485 Short-term investments and cash and cash equivalents ................... 2,605 2,253 2,583 Other, net ............................ 598 543 388 -------------------------------- Gross investment income ............... 98,855 66,694 61,397 Less investment expenses .............. (4,459) (2,554) (2,228) -------------------------------- Net investment income ................. $ 94,396 $ 64,140 $ 59,169 ================================ Realized losses on investments follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities, available for sale .. $ (4,848) $ (6,289) $ (2,910) Equity securities ..................... (1,622) (213) -- Mortgage loans on real estate ......... -- (52) (13) -------------------------------- Realized losses on investments ........ $ (6,470) $ (6,554) $ (2,923) ================================ The change in unrealized appreciation (depreciation) of securities at fair value follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Fixed maturities, available for sale .. $ 18,559 $ 16,558 $(24,944) Equity securities ..................... 1,801 (4,198) 5,301 -------------------------------- Change in unrealized appreciation (depreciation) of securities ....... $ 20,360 $ 12,360 $(19,643) ================================ 14 At December 31, 2001 and December 31, 2000, 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 December 31, 2001 Cost Gains Losses Value -------------------------------------------------- (Dollars in thousands) U.S. government and governmental agencies and authorities ...... $ 132,081 $ 479 $ (3,435) $ 129,125 Public utilities ............... 39,775 345 (1,374) 38,746 Foreign government ............. 143,574 3,326 (213) 146,687 Corporate securities ........... 1,111,798 15,027 (10,037) 1,116,788 Other asset-backed securities .. 388,250 7,233 (1,647) 393,836 Mortgage-backed securities ..... 167,049 3,554 (872) 169,731 -------------------------------------------------- Total .......................... $1,982,527 $ 29,964 $ (17,578) $1,994,913 ================================================== Gross Gross Estimated Amortized Unrealized Unrealized Fair December 31, 2000 Cost Gains Losses Value ------------------------------------------------- (Dollars in thousands) 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 asset-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 =================================================
Short-term investments and cash and cash equivalents have been excluded from the above schedules. Amortized cost approximates fair value for these securities. At December 31, 2001, net unrealized investment gain on fixed maturities designated as available for sale totaled $12,386,000. Appreciation of $3,816,000 was included in stockholder's equity at December 31, 2001 (net of adjustments of $535,000 to VPIF, $5,979,000 to DPAC, and $2,056,000 to deferred income taxes). 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, 2001, net unrealized depreciation on equity securities was comprised entirely of gross depreciation of $19,000. At December 31, 2000, net unrealized depreciation on equity securities was comprised entirely of gross depreciation of $1,820,000. Amortized cost and estimated fair value of fixed maturities designated as available for sale, by contractual maturity, at December 31, 2001 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. 15 Amortized Estimated December 31, 2001 Cost Fair Value ----------------------- (Dollars in thousands) Due within one year .............................. $ 78,928 $ 79,718 Due after one year through five years ............ 369,061 377,078 Due after five years through ten years ........... 731,087 729,731 Due after ten years .............................. 248,152 244,819 ----------------------- 1,427,228 1,431,346 Other asset-backed securities .................... 388,250 393,836 Mortgage-backed securities ....................... 167,049 169,731 ----------------------- Total ............................................ $1,982,527 $1,994,913 ======================= 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, 2001: Scheduled principal repayments, calls, and tenders ................................ $168,703 $ -- $ -- $168,703 Sales .................................... 712,443 6,569 (7,027) 711,985 ------------------------------------------ Total .................................... $881,146 $ 6,569 $ (7,027) $880,688 ========================================== 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 ==========================================
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. These impairment losses are included in the realized gains and losses on investments in the consolidated statement of operations. During 2001, Golden American determined that the carrying value of eleven bonds exceeded their estimated net realizable value. As a result, as of December 31, 2001, Golden American recognized a total pre-tax loss of $4.4 million to reduce the carrying value of the bonds to their combined net realizable value of $5.5 million. 16 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 years 2000 and 2001, these bonds had no further reduction in carrying value. Investments on Deposit: At December 31, 2001, bonds with a par value of $6,870,000, unchanged from December 31, 2000, were on deposit with regulatory authorities pursuant to certain statutory requirements. Investment Diversifications: The Companies' investment policies require diversification by asset type and set limits on the amount which can be invested in an individual issuer. Such policies are at least as restrictive as applicable regulatory requirements. The following percentages relate to holdings at December 31, 2001 and December 31, 2000. Fixed maturities includes investments in industrials (37% in 2001, 29% in 2000), governmental securities (18% in 2001, 3% in 2000), mortgage-backed securities (16% in 2001, 26% in 2000), other asset-backed securities (12% in 2001, 20% in 2000), and financial companies (10% in 2001, 14% in 2000). Mortgage loans on real estate have been analyzed by geographical location with concentrations by state identified as Ohio (20% in 2001 and 4% in 2000) and California (18% in 2001 and 15% in 2000). There are no other concentrations of mortgage loans on real estate in any state exceeding ten percent at December 31, 2001 and 2000. Mortgage loans on real estate have also been analyzed by collateral type with significant concentrations identified in multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19% in 2001, 35% in 2000), retail facilities (20% in 2001, 18% in 2000), and office buildings (21% in 2001, 29% in 2000). 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, 2001. 4. DERIVATIVE INSTRUMENTS - --------------------------- The Companies may from time to time utilize various derivative instruments to manage interest rate and price risk (collectively, market risk). The Companies have appropriate controls in place, and financial exposures are monitored and managed by the Companies as an integral part of their overall risk management program. Derivatives are recognized on the balance sheet at their fair value. At December 31, 2001, the Companies did not utilize any such derivatives. The estimated fair values and carrying amounts of the Companies' embedded derivatives at December 31, 2001 were $0, net of reinsurance. The estimated fair values and carrying amounts of the embedded derivatives on a direct basis, before reinsurance, were $3.1 million. The fair value of these instruments was estimated based on quoted market prices, dealer quotations or internal estimates. 17 5. 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. Other comprehensive income excludes net investment losses included in net income, which merely represent transfers from unrealized to realized gains and losses. These amounts total $3,213,000, $1,751,000, and $1,468,000 in the years ended December 31, 2001, 2000, and 1999, respectively. Such amounts, which have been measured through the date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling $3,257,000, $4,751,000, and $1,441,000 in the years ended December 31, 2001, 2000, and 1999, respectively. 6. 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. 133, "Accounting for Derivative Instruments and Hedging Activities," 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. 18 The following compares carrying values as shown for financial reporting purposes with estimated fair values:
DECEMBER 31 2001 2000 ---------------------------------------------------- Estimated Estimated Carrying Fair Carrying Fair Value Value Value Value ---------------------------------------------------- (Dollars in thousands) ASSETS Fixed maturities, available for sale ... $ 1,994,913 $ 1,994,913 $ 792,578 $ 792,578 Equity securities ...................... 55 55 6,791 6,791 Mortgage loans on real estate .......... 213,883 219,158 99,916 100,502 Policy loans ........................... 14,847 14,847 13,323 13,323 Short-term investments ................. 10,021 10,021 106,775 106,775 Cash and cash equivalents .............. 195,726 195,726 63,207 63,207 Separate account assets ................ 10,958,191 10,958,191 9,831,489 9,831,489 LIABILITIES Annuity products ....................... 2,162,381 1,983,833 1,047,932 962,810 Surplus notes .......................... 245,000 358,064 245,000 204,455 Revolving note payable ................. 1,400 1,400 -- -- Separate account liabilities ........... 10,958,191 10,958,191 9,831,489 9,831,489
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. 19 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. 7. 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. Interest was accrued at a rate of 7.37% during 2001 (7.32% during 2000, and 7.33% during 1999). A reconciliation of the change in the VPIF asset follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Beginning balance ..................... $ 25,942 $ 31,727 $ 35,977 Accretion of interest ............... 1,617 2,016 2,372 Amortization of asset ............... (6,020) (6,817) (8,610) Adjustment for unrealized gains (losses) .................... (1,336) (984) 1,988 -------------------------------- Ending balance ........................ $ 20,203 $ 25,942 $ 31,727 ================================ 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, 2001, is $3.1 million in 2002, $2.8 million in 2003, $2.4 million in 2004, $1.9 million in 2005, and $1.4 million in 2006. Actual amortization may vary based upon changes in assumptions and experience. 8. INCOME TAXES - ----------------- Golden American files a consolidated federal income tax return with First Golden. Golden American has a tax allocation agreement with First Golden whereby Golden American charges its subsidiary for taxes it would have incurred were it not a member of the consolidated group and credits the member for losses used in consolidation. At December 31, 2001, the Companies have net operating loss ("NOL") carryforwards for federal income tax purposes of approximately $345,859,000. Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 $91,107,000 and $101,777,000 of these NOL carryforwards are available to offset future taxable income of the Companies through the years 2011, 2012, 2013, 2014, 2015 and 2016, respectively. 20 Income Tax Expense (Benefit) Income tax expense (benefit) included in the consolidated financial statements follows: YEAR ENDED DECEMBER 31, 2001 2000 1999 -------------------------------- (Dollars in thousands) Current ............................... $ 782 $ (46) $ -- Deferred .............................. (606) 13,282 8,077 -------------------------------- $ 176 $ 13,236 $ 8,077 ================================ 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, 2001 2000 1999 -------------------------------- (Dollars in thousands) Income before income taxes ............ $ (3,778) $ 32,416 $ 19,291 ================================ Income tax at federal statutory rate .. $ (1,322) $ 11,346 $ 6,752 Tax effect of: Goodwill amortization ............... 1,033 1,033 1,033 Meals and entertainment ............. 480 292 199 Other items ......................... (15) 565 93 -------------------------------- Income tax expense .................... $ 176 $ 13,236 $ 8,077 ================================ 21 DEFERRED INCOME TAXES The tax effect of temporary differences giving rise to the Companies' deferred income tax assets and liabilities at December 31, 2001 and 2000 follows: DECEMBER 31 2001 2000 ---------------------------------------------------------------------------- (Dollars in thousands) Deferred tax assets: Net unrealized depreciation of securities at fair value ................................ $ 7 $ 637 Net unrealized depreciation of available for sale fixed maturities .................... -- 779 Future policy benefits ......................... 176,331 163,691 Net operating loss carryforwards ............... 121,711 66,380 ---------------------- 298,049 231,487 Deferred tax liabilities: Tax deductible goodwill ........................ (3,547) (2,696) Net unrealized appreciation of available for sale fixed maturities ................... (2,056) -- Fixed maturity securities ...................... (17,812) (17,774) Deferred policy acquisition costs .............. (222,781) (184,743) Value of purchased insurance in force .......... (6,894) (8,512) Other .......................................... (57,571) (23,723) ---------------------- (310,661) (237,448) ---------------------- Valuation allowance ............................... -- (1,416) ---------------------- Net deferred income tax liability ................. $ (12,612) $ (7,377) ====================== At December 31, 2001, the Companies reported, for financial statement purposes, net unrealized gains on certain investments that generated deferred tax liabilities which have been recognized for tax purposes. At December 31, 2000, the Companies reported, for financial statement purposes, unrealized losses on certain investments, which have not been recognized for tax purposes. Since it was uncertain as to whether these capital losses, if ever realized, could be utilized to offset capital gains, a valuation allowance was established for the tax effect of the financial statement losses. The Companies establish reserves for possible proposed adjustments by various taxing authorities. Management believes there are sufficient reserves provided for, or adequate defenses against any such adjustments. 9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION - ----------------------------------------------------- DEFINED BENEFIT PLANS In 2001, 2000 and 1999, the Companies were allocated their share of the pension liability associated with their employees. During these years, the Companies' employees were covered by the employee retirement plan of Equitable Life. Further, Equitable Life sponsors a defined contribution plan that is qualified under Internal Revenue Code Section 401(k). As of December 31, 2001, the qualified pension benefit plans of certain United States subsidiaries of ING North America Insurance Corporation ("ING North America"), including Equitable Life, were merged into one plan which will be recognized in ING North America's financial statements. The Companies also transferred their pension liabilities to the Parent at that date. In exchange for these liabilities, the Companies received a capital contribution, net of taxes, from the Parent. 22 The following tables summarize the benefit obligations and the funded status for pension benefits over the two-year period ended December 31, 2001: 2001 2000 ---------------------- (Dollars in thousands) Change in benefit obligation: Benefit obligation at January 1 ............... $ 7,906 $ 4,221 Service cost .................................. 1,998 1,569 Interest cost ................................. 768 554 Actuarial (gain) loss ......................... (2,710) 1,562 Plan Amendments ............................... (171) -- Transfer of benefit obligation to the Parent .. (7,791) -- ---------------------- Benefit obligation at December 31 ............. $ -- $ 7,906 ====================== Funded status: Funded status at December 31 prior to the transfer of the benefit obligation to the Parent .................................. $ (7,791) $ (7,906) Unrecognized past service cost ................ (1,117) 141 Unrecognized net loss ......................... (8) 1,627 Transfer of the funded status to the Parent ... 8,916 -- ---------------------- Net amount recognized ......................... $ -- $ (6,138) ====================== Prior to the merger of the qualified benefit plans of ING's US subsidiaries at December 31, 2001, 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' December 31, 2001 benefit obligation, prior to the merger of the qualified benefit plans of ING, follows: DECEMBER 31 2001 2000 ------------------------- Discount rate ............................... 7.50% 7.75% Expected return on plan assets .............. 9.25 9.25 Rate of compensation increase ............... 4.50 5.00 The following table provides the net periodic benefit cost for the fiscal years 2001, 2000, and 1999: YEAR ENDED DECEMBER 31, 2001 2000 1999 ----------------------------- (Dollars in thousands) Service cost ........................... $ 1,998 $ 1,569 $ 1,500 Interest cost .......................... 768 554 323 Unrecognized past service cost ......... 11 -- -- ----------------------------- Net periodic benefit cost .............. $ 2,777 $ 2,123 $ 1,823 ============================= 23 There were no gains or losses resulting from curtailments or settlements during 2001, 2000, or 1999. 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 $0 as of December 31, 2001 and $7,906,000, $4,701,000, and $0, respectively, as of December 31, 2000. 10. 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 products and appoint representatives of the broker/dealers as agents. For the years ended December 31, 2001, 2000, and 1999, the Companies paid commissions to DSI totaling $229,726,000, $208,883,000, and $181,536,000, 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, 2001, 2000, and 1999, the fee was $23,138,000, $21,296,000, and $10,136,000, respectively. 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, 2001, 2000, and 1999, the Companies incurred fees of $4,392,000, $2,521,000, and $2,227,000, respectively, under this agreement. Golden American has a guaranty agreement with Equitable Life. 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, 2001 and 2000, Golden American incurred a fee of $12,000 and $7,000, respectively, 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 $8,192,000, $6,193,000, and $6,107,000 for the years ended December 31, 2001, 2000, and 1999, 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 $309,000, $1,270,000, and $1,251,000 for the years ended December 31, 2001, 2000, and 1999, respectively. During 2001, the State of Delaware Insurance Department approved expense sharing agreements with ING America Insurance Holdings, Inc. ("ING AIH") for administrative, management, financial, and information technology services. Under these agreements with ING AIH, Golden American incurred expenses of $23,153,000 for the year ended December 31, 2001. First Golden provided resources and services to DSI. Revenues for these services, which reduce general expenses incurred by the Companies, totaled $139,000, $223,000, and $387,000 for the years ended December 31, 2001, 2000, and 1999, respectively. 24 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 $478,000, $455,000, and $244,000 for the years ended December 31, 2001, 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 $383,000, $593,000 and $460,000 for the years ended December 31, 2001, 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 $326,000, $261,000 and $216,000 for the years ended December 31, 2001, 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 $132,000, $115,000 and $103,000 for the years ended December 31, 2001, 2000, and 1999, respectively. In 2001, 2000, and 1999, the Companies received 14.0%, 11.3%, and 10.0% of total premiums, net of reinsurance, for variable products sold through eight affiliates as noted in the following table: YEAR ENDED DECEMBER 31, 2001 2000 1999 ------------------------------- (Dollars in thousands) LSSI.................................... $ 124.4 $ 127.0 $ 168.5 Vestax Securities Corporation........... 35.3 47.2 88.1 DSI..................................... 1.1 1.4 2.5 Multi-Financial Securities Corporation.. 26.2 38.6 44.1 IFG Network Securities, Inc............. 12.8 23.1 25.8 Washington Square ...................... 99.2 44.6 -- Primevest............................... 46.0 6.2 -- Compulife............................... 6.6 2.7 -- ------------------------------- Total................................... $ 351.6 $ 290.8 $ 329.0 =============================== 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 $224.5 million and $218.8 million for the years ended December 31, 2001 and 2000, respectively. This was offset by a decrease in policy acquisition costs deferred of $257.5 million and $223.7 million, respectively, for the same periods. As at December 31, 2001 and 2000, Golden American also had a payable to Equitable Life of $22.6 million and $16.3 million, respectively, 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, Ltd., an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits of variable annuities issued on or after January 1, 2000. Golden American also obtained an irrevocable letter of credit through Bank of New York in the amount of $25 million related to this agreement. Effective December 24, 2001, the letter of credit amount was revised to $70 million. Under this agreement, Golden American 25 recorded a reinsurance recoverable of $28.8 million and $14.6 million at December 31, 2001 and 2000, respectively. Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement with 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 $26,000, $481,000, and $815,000 for the years ended December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, 2000, and 1999, Golden American did not have any borrowings or receivables from ING AIH under this agreement. 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 $4,089,000 and $4,112,000 for the years ended December 31, 2001 and 2000, respectively. 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 $2,792,000, $2,961,000, and $0 for the years ended December 31, 2001, 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, $5,813,000, and $1,469,000 for the years ended December 31, 2001, 2000, and 1999, respectively. 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 2001, unchanged from 2000 and 1999. 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 2001, unchanged from 2000 and 1999. 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). 26 As at December 31, 2000, Golden American also had a receivable of $35,000,000 from capital contributions made by EIC. Stockholder's Equity: During 2001, 2000, and 1999, Golden American received capital contributions from EIC of $196,796,000, $80,000,000, and $121,000,000, respectively. 11. COMMITMENTS AND CONTINGENCIES - ---------------------------------- Reinsurance: At December 31, 2001, the Companies had reinsurance treaties with five 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 $94,783,000, and $105,334,000 at December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the Companies had net receivables of $55,951,000 and $33,973,000, respectively, for reinsurance claims, reserve credits, or other receivables from these reinsurers. At December 31, 2001 and 2000, respectively, these net receivables were comprised of $7,820,000 and $1,820,000, respectively, for claims recoverable from reinsurers, $3,376,000 and $4,007,000, respectively, for a payable for reinsurance premiums, $28,800,000 and $14,642,000, respectively, for reserve credits, and $22,707,000 and $21,518,000, respectively, for reinsured surrenders and allowances due from an unaffiliated reinsurer. Included in the accompanying financial statements, excluding the modified coinsurance agreements, are net considerations to reinsurers of $30,329,000, $21,655,000, and $9,883,000 and net policy benefits recoveries of $21,750,000, $8,927,000, and $3,059,000 for the years ended December 31, 2001, 2000, and 1999, 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, 2001 and 2000, Golden American had received a total settlement of $224.5 million and $218.8 million, respectively, under this agreement. The carrying value of the separate account liabilities covered under this agreement represent 31.9% and 17.6% of total separate account liabilities outstanding at December 31, 2001 and 2000, respectively. 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, Ltd., an affiliate, covering variable annuity minimum guaranteed death benefits and guaranteed living benefits of variable annuities issued on or after January 1, 2000. Golden American also obtained an irrevocable letter of credit was obtained through Bank of New York in the amount of $25 million related to this agreement. Effective December 24, 2001, the letter of credit amount was revised to $70 million. Under this agreement, Golden American had reserve credits of $28,800,000 and $14,642,000 at December 31, 2001 and 2000, respectively. 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 decreased income by $458,000 for the year ended December 31, 2001 and increased income by $736,000, and $1,729,000 for the years ended December 31, 2000 and 1999, respectively. Investment Commitments: At December 31, 2001, outstanding commitments to fund mortgage loans totaled $3,182,000 and outstanding commitments to fund fixed maturities totaled $22,000,000. There were no outstanding commitments to fund mortgage loans and fixed maturities at December 31, 2000. 27 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 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 $4,000, $3,000, and $3,000 for the years ended December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, the Companies have an undiscounted reserve of $2,430,000, unchanged from December 31, 2000, to cover estimated future assessments (net of related anticipated premium tax credits) and have established an asset totaling $712,000, and $733,000, 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. Two broker/dealers, having at least ten percent of total net premiums, generated 21% of the Companies' variable annuity sales during 2001 (11% by one broker dealer during 2000 and 28% by two broker/dealers during 1999). Two broker dealers, having at least ten percent of total gross premiums, generated 22% of the Companies' sales during 2001 (21% and 30% by two broker/dealers during 2000 and 1999, respectively). The Premium Plus product generated 43% of the Companies' sales during 2001 (71% during 2000 and 79% during 1999). The ES II product generated 14% of the Companies' sales during 2001 (12% during 2000 and 9% during 1999). The Guarantee product, introduced in the fourth quarter of 2000, generated 22% of the Companies' sales during 2001 (4% during 2000). 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, 2001, 2000, and 1999, rent expense totaled $4,298,000, $2,874,000, and $2,273,000, respectively. At December 31, 2001, minimum rental payments due under all non-cancelable operating leases with initial terms of one year or more are: 2002 - $3,608,000; 2003 - $2,912,000; 2004 - $2,455,000; 2005 - $2,455,000; 2006 - $2,420,000, and 2007 and thereafter - - $32,451,000. Revolving Note Payable: To enhance short-term liquidity, the Companies established a revolving note payable with SunTrust Bank, Atlanta (the "Bank"). These revolving notes payable were amended and restated in April 2001 with an expiration date of May 31, 2002. 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, 2001, 2000, and 1999, the Companies incurred interest expense of $119,000, $87,000, and $198,000, respectively. 28 At December 31, 2001, the Companies had a $1,400,000 note payable to the Bank under this agreement. At December 31, 2000, there were no amounts outstanding under this agreement. 12. CHANGE OF OWNERSHIP OF GOLDEN AMERICAN - ------------------------------------------- On December 3, 2001, the Board of Directors of EIC approved a plan to contribute its holding of 100% of the stock of its wholly owned subsidiary, Golden American to another wholly owned subsidiary, Equitable Life. The contribution of stock occurred on December 31, 2001, following approval granted by the Insurance Department of the State of Delaware. 13. MERGER OF FIRST GOLDEN WITH RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK - ----------------------------------------------------------------------------- A filing was made on October 31, 2001 in accordance with Item 5 of Form 8-K: Other Events and Regulation FD Disclosure. The purpose of the filing was to report that on September 25, 2001, the Board of Directors of First Golden approved a plan of merger to merge First Golden into ReliaStar Life Insurance Company of New York ("RLNY"), an affiliate. The merger is currently anticipated to be effective on April 1, 2002, or shortly thereafter, subject to the approval of the Insurance Departments of the States of New York and Delaware. 14. QUARTERLY DATA (UNAUDITED) - ------------------------------- QUARTER ENDED 2001 FIRST SECOND THIRD FOURTH ------------------------------------------ (Dollars in thousands) Total revenue ................... $ 72,139 $ 65,435 $ 70,108 $ 69,128 ------------------------------------------ Income (loss) before income taxes 14,267 5,575 (14,329) (9,291) Income taxes .................... 5,334 2,373 (5,638) (1,893) ------------------------------------------ Net income (loss) ............... $ 8,933 $ 3,202 $ (8,691) $ (7,398) ========================================== QUARTER ENDED 2000 FIRST SECOND THIRD FOURTH ------------------------------------------ (Dollars in thousands) Total revenue ................... $ 55,056 $ 53,672 $ 57,194 $ 59,523 ------------------------------------------ Income before income taxes ...... 3,511 10,168 14,207 4,530 Income taxes .................... 1,621 3,981 4,200 3,434 ------------------------------------------ Net income ...................... $ 1,890 $ 6,187 $ 10,007 $ 1,096 ========================================== 29 PART C -- OTHER INFORMATION ITEM 24: 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, 2001 COST(1) VALUE AMOUNT - -------------------------------------------------------------------------------------------------------------------------------- TYPE OF INVESTMENT Fixed maturities, available for sale: Bonds: United States government and governmental agencies and authorities.... $132,081 $129,125 $129,125 Public utilities...................................................... 39,775 38,746 38,746 Foreign government.................................................... 143,574 146,687 146,687 Corporate securities.................................................. 1,111,798 1,116,788 1,116,788 Other asset-backed securities......................................... 388,250 393,836 393,836 Mortgage-backed securities............................................ 167,049 169,731 169,731 ---------------------------------------------- Total fixed maturities, available for sale............................ 1,982,527 1,994,913 1,994,913 Equity securities: Common stocks: industrial, miscellaneous, and all other............... 74 55 55 Mortgage loans on real estate............................................ 213,883 213,883 Policy loans............................................................. 14,847 14,847 Short-term investments................................................... 10,021 10,021 --------------- -------------- Total investments........................................................ $2,221,352 $2,233,719 =============== ============== 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, 2001: Life insurance $709,042 $2,178,189 $6,241 $836 $163,805 $94,396 $209,082 $45,229 $232,659 -- YEAR ENDED DECEMBER 31, 2000: Life insurance $635,147 $1,062,891 $6,817 $82 $144,877 $64,140 $200,031 $55,154 $143,764 -- YEAR ENDED DECEMBER 31, 1999: Life insurance $528,957 $1,033,701 $6,300 $8 $82,935 $59,169 $182,221 $33,119 $(83,370) -- * 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, 2001: Life insurance in force................. $169,252,000 $94,783,000 -- $74,469,000 -- ================================================================================ 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 -- ================================================================================
EXHIBITS (b) (1) Resolution of the board of directors of Depositor authorizing the establishment of the Registrant incorporated herein by reference to Item 24(b)(1) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (2) Not Applicable (3)(a) Distribution Agreement between the Depositor and Directed Services, Inc. incorporated herein by reference to Item 24(b)(3)(a) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (b) Dealers Agreement incorporated herein by reference to Item 24(b)(3)(b) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (c) Organizational Agreement incorporated herein by reference to Item 24(b)(3)(c) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (d) (i) Addendum to Organizational Agreement incorporated herein by reference to Item 24(b)(3)(d)(i) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (d) (ii) Expense Reimbursement Agreement incorporated herein by reference to Item 24(b)(3)(d)(ii) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (e) Assignment Agreement for Organizational Agreement incorporated herein by reference to Item 24(b)(3)(e) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (4)(a) Deferred Variable Annuity Contract incorporated herein by reference to Item 24(b)(4)(a) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (b) Deferred Variable Annuity Certificate incorporated herein by reference to Item 24(b)(4)(b) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (c) Deferred Variable Annuity Contract 100 incorporated herein by reference to Item 24(b)(4)(c) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (d) Deferred Variable Annuity Certificate 100 incorporated herein by reference to Item 24(b)(4)(d) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (5) Individual Deferred Variable Annuity Application incorporated herein by reference to Item 24(b)(5) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (6)(a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (12/28/93) incorporated herein by reference to Item 24(b)(6)(a) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (b) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (03/01/95) incorporated herein by reference to Item 24(b)(6)(b) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (c) By-Laws of Golden American, dated (01/07/94) incorporated herein by reference to Item 24(b)(6)(c) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (d) Resolution of the board of directors for Powers of Attorney, dated (04/23/99) incorporated herein by reference to Item 24(b)(6)(d) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (7) Not applicable (8)(a) Participation Agreement between Golden American and PIMCO Variable Insurance Trust incorporated herein by reference to Item 24(b)(8)(a) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (b) Administrative Services Agreement between Golden American and Equitable Life Insurance Company of Iowa incorporated herein by reference to Item 24(b)(8)(b) post-effective amendment No. 28 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on May 1, 1998 (File Nos. 33-23351, 811-5626). (c) Service Agreement between Golden American and Directed Services, Inc. incorporated herein by reference to Item 24(b)(8)(c) post-effective amendment No. 28 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on May 1, 1998 (File Nos. 33-23351, 811-5626). (d) Asset Management Agreement between Golden American and ING Investment Management LLC incorporated herein by reference to Item 24(b)(8)(d) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (e) Reciprocal Loan Agreement between Golden American and ING America Insurance Holdings, Inc. incorporated herein by reference to Item 24(b)(8)(e) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (f) Revolving Note Payable between Golden American and SunTrust Bank incorporated herein by reference to Item 24(b)(8)(f) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (g) Surplus Note, dated 12/17/96, between Golden American and Equitable of Iowa Companies incorporated herein by reference to Item 24(b)(8)(g) post-effective amendment No. 30 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 25, 2000 (File Nos. 33-23351, 811-5626). (h) Surplus Note, dated 12/30/98, between Golden American and Equitable Life Insurance Company of Iowa incorporated herein by reference to Item 24(b)(8)(h) post-effective amendment No. 30 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 25, 2000 (File Nos. 33-23351, 811-5626). (i) Surplus Note, dated 09/30/99, between Golden American and ING AIH incorporated herein by reference to Item 24(b)(8)(i) post-effective amendment No. 30 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 25, 2000 (File Nos. 33-23351, 811-5626). (j) Surplus Note, dated 12/08/99, between Golden American and First Columbine Life Insurance Company incorporated herein by reference to Item 24(b)(8)(j) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (k) Surplus Note, dated 12/30/99, between Golden American and Equitable of Iowa Companies incorporated herein by reference to Item 24(b)(8)(k) of post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (l) Renewal of Revolving Note Payable between Golden American and SunTrust Bank as of July 31, 2000 and expiring July 31, 2001 incorporated herein by reference to Item 24(b)(8)(l) of post-effective amendment No. 31 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 27, 2001 (File Nos. 33-23351, 811-5626). (m) Form of Participation Agreement between Golden American and ProFunds incorporated herein by reference to Item 24(b)(8)(n) of post-effective amendment No. 31 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 27, 2001 (File Nos. 33-23351, 811-5626). (n) Participation Agreement between Golden American and ING Variable Products Trust (o) Participation Agreement between Golden American and Pioneer Variable Contracts Trust (p) Participation Agreement between Golden American and Fidelity Distributors Corporation (q) Participation Agreement between Golden American and ING Variable Insurance Trust (r) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (s) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. (t) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (9) Opinion and Consent of Kimberly J. Smith (10)(a) Consent of Ernst & Young LLP, Independent Auditors (b) Consent of Kimberly J. Smith, incorporated in Item 9 of this Part C, together with the Opinion of Kimberly J. Smith. (11) Not applicable (12) Not applicable (13) Schedule of Performance Data incorporated herein by reference to post-effective amendment No. 29 to a registration statement for Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 33-23351, 811-5626). (14) Not applicable (15) Powers of Attorney (16) Subsidiaries of ING Groep N.V. ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor - ---- ---------------- -------------- Chris D. Schreier ReliaStar Financial Corp. President 20 Washington Avenue South Minneapolis, MN 55402 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 P. Randall 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 Kimberly J. Smith 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 Antonio M. Muniz Golden American Life Ins. Co. Senior Vice President, 1475 Dunwoody Drive Actuary West Chester, PA 19380 David L. Jacobson Golden American Life Ins. Co. Senior Vice President and 1475 Dunwoody Drive Assistant Secretary West Chester, PA 19380 William L. Lowe Equitable of Iowa Companies Senior Vice President, 909 Locust Street Sales & Marketing Des Moines, IA 50309 Robert W. Crispin ING Investment Management Inc. Senior Vice President 5780 Powers Ferry Road Investment Atlanta, GA 30327-4390 Boyd G. Combs ING Insurance Operations Senior Vice President 5780 Powers Ferry Road Taxation Atlanta, GA 30327-4390 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 ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The Depositor owned 100% of the stock of a New York company, First Golden American Life Insurance Company of New York ("First Golden"). The primary purpose of First Golden was to offer variable products in the state of New York. First Golden was merged into ReliaStar Life Insurance Company of New York, an affiliate of the Depositor on April 1, 2002. 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 Groep N.V., as of February 5, 2002, are included in this Registration Statement as Exhibit 16. ITEM 27: NUMBER OF CONTRACT OWNERS As of March 28, 2002, there are 90,310 qualified contract owners and 113,651 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, ReliaStar 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 Director and President Alan G. Hoden Director Stephen J. Preston Director 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) 2001 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation - ----------- ------------ ------------- ----------- ------------ DSI $229,726,411 $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 the 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 26th day of April, 2002. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Chris D. Schreier* President Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker Vice President and Associate General Counsel 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 26, 2002. Signature Title - --------- ----- President - -------------------- Chris D. Schreier* Director, Senior Vice President - -------------------- and Chief Financial Officer Wayne R. Huneke* DIRECTORS OF DEPOSITOR - ---------------------- Thomas J. McInerney* - ---------------------- Wayne R. Huneke* - ---------------------- Mark A. Tullis* - ---------------------- P. Randall Lowery* Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker Vice President and Associate General Counsel of Depositor *Executed by Linda E. Senker on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # - ---- ------- ------ 8(n) Participation Agreement btwn Golden American and ING Variable Products Trust EX-99.B8N 8(o) Participation Agreement between Golden American and Pioneer Variable Contracts Trust EX-99.B8O 8(p) Participation Agreement between Golden American and Fidelity Distributors Corporation EX-99.B8P 8(q) Participation Agreement between Golden American and ING Variable Insurance Trust EX-99.B8Q 8(r) Participation Agreement between Golden American and AIM Variable Insurance Funds EX-99.B8R 8(s) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. EX-99.B8S 8(t) Participation Agreement between Golden American and The Prudential Series Fund, Inc. EX-99.B8T 9 Opinion and Consent of Kimberly J. Smith EX-99.B9 10(a) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10A 15 Power of Attorney EX-99.B15 16 Subsidiaries of ING Groep N.V. EX-99.B16 EX-99.B8N 3 ingvpt.txt ING VP TRUST PART. AGREE. PARTICIPATION AGREEMENT AMONG PILGRIM VARIABLE PRODUCTS TRUST AND ING PILGRIM INVESTMENTS, LLC AND GOLDEN AMERICAN LIFE INSURANCE COMPANY AND ING PILGRIM SECURITIES, INC. THIS AGREEMENT, made and entered into as of the 1st day of May, 2001, among Pilgrim Variable Products Trust (the "Trust") an open-ended management investment company and business trust organized under the laws of Massachusetts, ING Pilgrim Investments, LLC, (the "Advisor") a limited liability company organized under the laws the State of Delaware, Golden American Life Insurance Company (the "Company"), a life insurance company organized under the laws of the State of Delaware, 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"), 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 "Contracts") 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 units of beneficial interest in the Trust are 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 the shares of each Fund are registered under the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Adviser, which serves as the investment adviser to the Trust, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; 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; and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act (if such registration is required) and has registered or will register certain of the Contracts under the 1933 Act and the 1940 Act and has gained the approval of any applicable state securities and insurance law authorities; and WHEREAS, the Distributor, which serves as the distributor to the Trust, 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 listed in Schedule B hereto, as such Schedule may be amended from time to time ("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 Trust, the Adviser, the Company, 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 Accounts on those days on which the Trust calculates its net asset value pursuant to the rules of the SEC and the Trust shall use 2 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 Authorized Fund to the Company or any other person, or suspend or terminate the offering of shares of any Authorized 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 permissible investors consistent with the Accounts meeting the requirements of Treas. Reg. 1.817-5. 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 and statement of additional information ("SAI") of the Trust in accordance with the provisions of such prospectus and SAI. 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 Article I 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 Trust or 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 Authorized Fund shares in additional shares of that Authorized 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 Authorized 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 3 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 contract owners or participants 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. For purposes of this Section 1.10, the Trust or the Distributor shall be liable to the Company for any amount the Company is required to pay to Contract owners or participants due to (i) an incorrect calculation of a Fund's daily net asset value, dividend rate, or capital gain distribution rate, in accordance with the Trust's procedures or (ii) incorrect or late reporting of the daily net asset value or capital gain distribution rate of an Authorized Fund, in accordance with the Trust's procedures, upon written notification by the Company, with supporting data, to the Trust, provided, however, that neither the Trust nor the Distributor shall be liable for any information provided to the Company pursuant to this Agreement which information is based on inaccurate information supplied by the Company to the Trust or any of its affiliates, or for any incorrect or late reporting because of acts of God or systems or mechanical failures over which the Trust, or the Distributor or the investment adviser to the Trust have no reasonable control; and provided further that the Distributor and Officers of the Trust shall in good faith discuss with the Company the bearing of any expenses described in (i) and (ii) above for which the Trust or Distributor are not liable under this provision. In addition, the Trust or the Distributor shall be liable to the Company for systems and out of pocket costs incurred by the Company in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Trust's failure to provide timely or correct net asset values, dividend and capital gains or financial information, and if such information is not corrected by 4:00 p.m. Eastern time of the next business day after releasing such incorrect information. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. 1.11. The parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV system in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1. The Company represents and warrants that 4 (a) at all times during the term of this Agreement, the Contracts are or will be registered (except those Contracts which 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) under the 1933 Act and the 1940 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 (except those Accounts which have not been registered in proper reliance upon an exclusion from registration under the 1940 Act) as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts; (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. (c) the Company will use its best efforts to provide accurate and complete notices to the Trust of the purchase and/or redemption of Trust shares by each Account. 2.2. The Trust and the Adviser represent and warrant 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 or the Adviser 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; (a) (b) each Authorized Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that the Adviser 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) in connection with payments by the Trust to finance distribution expenses of the Trust , such payments will be made only pursuant to a plan of distribution formulated under and in compliance with Rule 12b-1 under the 1940 Act and approved by the Trust's Board of Trustees.; and 5 (d) 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 (a) it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC; and (b) it will sell and distribute the Trust shares in accordance in all material respects with all applicable federal securities laws applicable to it, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act; and 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. 2.6. The Trust and the Distributor represent and warrant that all of their trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Trust are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal 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 includes coverage for larceny and embezzlement and is issued by a reputable bonding company. ARTICLE III PROSPECTUSES AND PROXY STATEMENTS; VOTING 3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the 6 Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants. 3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust 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 or participants. 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. 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) or a representative sample thereof 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 7 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 participants, 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. 4.6 The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, notices and exemptive orders related to applications for exemptive relief from the requirements of the federal securities laws, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the SEC, the NASD or other regulatory authority. 4.7 The Company will provide to the Trust at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, notices and exemptive orders related to applications for exemptive relief from the requirements of the federal securities laws, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the SEC, the NASD, or other regulatory authority. 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, or a plan under which the Trust or any Authorized Fund shall support services rendered to shareholders or contract owners 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. 8 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, including postage. 5.3. The Trust shall pay for the cost of typesetting and printing periodic fund reports to shareholders, prospectuses, prospectus supplements, statements of additional information and other materials that are required by law to be sent to Contract owners or participants, as well as the cost of distributing such materials. The Company shall pay for the cost of printing the Trust's prospectuses and statements of additional information and for the distribution thereof for prospective Contract owners or participants. Each party shall be provided with such supporting data as may reasonably be requested for determining expenses under this Article V. ARTICLE VI DIVERSIFICATION 6.1 The Trust will invest its assets 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 requirements of Treasury Reg. ss.1.817-5(b)(1) or (2). In the event of a breach of this Article VI by the Trust, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 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 or participants 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 participants; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participants. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof. 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 9 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 (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), 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 or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners or participants, life insurance contract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the 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 or 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 10 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 (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 or participants 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 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 or participants. 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 the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the 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. 11 ARTICLE VIII INDEMNIFICATION 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. 8.1. Indemnification by the Company 8.1. (a).The Company shall indemnify and hold harmless the Trust, the Distributor and 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 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 12 (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 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 Adviser and Distributor 13 8.2. (a) The Adviser and the Distributor (as between them, in relation to each party's responsibilities hereunder) 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 Adviser or Distributor 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, 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 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 Adviser, 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 Adviser, the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 14 8.2. (b) The Adviser and 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 Adviser and 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 Adviser or Distributor, as the case may be, 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 Adviser or Distributor of any such claim shall not relieve the Adviser or 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 Adviser and Distributor will be entitled to participate, at its own expense, in the defense thereof. The Adviser or 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 Adviser or Distributor to such Indemnified Party of the Adviser's or 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 Adviser or 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 15 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 Authorized Funds, upon sixty (60) days' advance written notice to the other parties; or (b) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Authorized Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as reasonably determined in good faith by the Company; or (c) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Authorized Portfolio in the event any of the Authorized 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 Company; or (d) 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 (e) at the option of the Company in the event that formal administrative proceedings are instituted against the Trust, the Adviser, 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 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, the Adviser, or Distributor to perform its obligations under this Agreement; or (f) with respect to any Account, upon requisite vote of the Contract owners or participants having an interest in such Account (or any subaccount) or by order of the SEC to substitute the shares of another investment company for the corresponding Authorized Fund shares of the Trust in accordance with the terms of the Contracts for which those Authorized Fund shares had been selected to serve as the underlying investment media. The Company will give 60 days' prior written notice to the Trust of the date of any proposed vote or order of substitution to replace the Trust's shares; 16 (g) 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 (h) 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 or participants 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 Authorized 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. 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. 17 If to the Trust: Pilgrim Variable Products Trust 7337 East Doubletree Ranch Road Scottsdale, AZ 85258-2034 Attn: Kimberly A. Anderson If to the Adviser: ING Pilgrim Investments, LLC 7337 East Doubletree Ranch Road Scottsdale, AZ 85258 Attn: Kimberley A. Anderson If to the Distributor: ING Pilgrim Securities, Inc. 7337 East Doubletree Ranch Road Scottsdale, AZ 85258-2034 Attn: Kimberly A. Anderson If to the Company: Myles R. Tashman, Executive Vice President, General Counsel and Secretary Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380 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. 12.2. The Trust, the Adviser and the Distributor acknowledge that the identities of the customers of the Company or any of its 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 Trust, the Adviser 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 Trust, the Adviser or the Distributor from information supplied to them by the Company Protected Parties' customers who also maintain accounts directly with the Trust, the Adviser or the Distributor, the Trust, the Adviser and the Distributor will hold such 18 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 required by law or judicial process. The Company acknowledges that the identities of the customers of the Trust, the Adviser, the Distributor or any of their affiliates (collectively the "Adviser 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 Adviser Protected Parties or any of their employees or agents in connection with the Trust's, the Adviser's or the Distributor's performance of their respective duties under this Agreement are the valuable property of the Adviser 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 Adviser Protected Parties' customers, or any other information or property of the Adviser 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 Adviser 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 property except: (a) with the Trust's, the Adviser'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. 12.1. 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. 12.2. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.3. 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. 12.4. This Agreement will not be assigned by any party hereto without the prior written consent of all the parties. 12.5. Each party to this Agreement will maintain all records required by law, including records detailing the services it provides. Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder. 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. Upon request by the Trust or the Distributor, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Trust or the Distributor, as the case may be. The Trust agrees that the Company will have the right to inspect, audit and copy 19 all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department. Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner. This provision will survive termination of this Agreement. 12.6. 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. 12.7. 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. PILGRIM VARIABLE PRODUCTS TRUST BY ITS AUTHORIZED OFFICER, /s/ Michael Roland -------------------------------------------- NAME: Michael Roland TITLE: Senior Vice President ING PILGRIM INVESTMENTS, LLC BY ITS AUTHORIZED OFFICER, /s/ Michael Roland -------------------------------------------- NAME: Michael Roland TITLE: GOLDEN AMERICAN LIFE INSURANCE COMPANY BY ITS AUTHORIZED OFFICER, /s/ David L. Jacobson -------------------------------------------- NAME: David L. Jacobson TITLE: Senior Vice President ING PILGRIM SECURITIES, INC. BY ITS AUTHORIZED OFFICER, /s/ Michael Roland -------------------------------------------- NAME: Michael Roland TITLE: 20 Schedule A ---------- Separate Accounts Accounts: - --------- Separate Account B of Golden American Life Insurance Company A-1 Schedule B ---------- PILGRIM VARIABLE PRODUCTS TRUST Authorized 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 NSCC EXHIBIT ------------ Effective Date: May 1, 2001 PROCEDURES FOR PRICING AND ORDER/SETTLEMENT THROUGH NATIONAL SECURITIES CLEARING CORPORATION'S MUTUAL FUND PROFILE SYSTEM AND MUTUAL FUND SETTLEMENT, ENTRY AND REGISTRATION VERIFICATION SYSTEM 1. As provided in Section 1.11 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing Corporation ("NSCC") and its subsidiary systems as follows: (a) Distributor or the Funds will furnish to the Company or its affiliate through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net asset value information for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Fund's ex-date, and (4) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to the Company or its affiliate by 6:30 p.m. Eastern Time on each business day that the Fund is open for business (each a "Business Day") or at such other time as that information becomes available. Changes in pricing information will be communicated to both NSCC and the Company or its affiliate. (b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund's net asset value is calculated as specified in such Fund's prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares, the Company or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net purchases or net redemptions derived from Instructions received by the Company or its affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next Business Day. Subject to the Company's or its affiliate's compliance with the foregoing, the Company or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which Instructions are received by the Company or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by the Company or its affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Fund's then current prospectuses. (c) The Company or its affiliate will wire payment for net purchase orders by the Fund's NSCC 1 of 2 Firm Number, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received. (d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in a Fund's prospectus and statement of additional information. (e) With respect to (c) or (d) above, if Distributor does not send a confirmation of the Company's or its affiliate's purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment cycle, payment for such purchases or redemptions will be made the following Business Day. (f) If on any day the Company or its affiliate or Distributor is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to Distributor or to the Company or its affiliate, as applicable, as is otherwise provided in the Agreement. (g) These procedures are subject to any additional terms in each Fund's prospectus and the requirements of applicable law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Fund. 2. The Company or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized. 3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit. 2 of 2 EX-99.B8O 4 pioneer.txt PIONEER PARTICIPATION AGREE PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, GOLDEN AMERICAN LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC. THIS AGREEMENT, made and entered into as of the thirteenth day of July, 2001, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the "Trust"), GOLDEN AMERICAN LIFE INSURANCE COMPANY, a Delaware life insurance company (the "Company") on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation ("PIM") and Pioneer Funds Distributor, Inc. ("PFD"), a corporation organized under the laws of The Commonwealth of Massachusetts. WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and its shares are registered or will be registered under the Securities Act of 1933, as amended (the "1933 Act"); WHEREAS, shares of beneficial interest of the Trust are divided into several series and classes of shares, each series being designated a "Portfolio" and representing an interest in a particular managed pool of securities and other assets; WHEREAS, the Trust is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts to be offered by insurance companies, including Company, which have entered into participation agreements with the Trust (the "Participating Insurance Companies"); WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission (the "SEC"), dated July 9, 1997 (File No. 812-10494) (the "Mixed and Shared Funding Exemptive Order") granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 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 companies that may or may not be affiliated with one another and qualified pension and retirement plans ("Qualified Plans"); WHEREAS, PIM is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law, and is the Trust's investment adviser; WHEREAS, the Company will issue certain variable annuity and/or variable life insurance contracts (individually, the "Contract" or, collectively, the "Contracts") which, if required by applicable law, will be registered under the 1933 Act; WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the aforesaid variable annuity and/or variable life insurance contracts that are allocated to the Accounts (the Contracts and the Accounts covered by this Agreement, and each corresponding Portfolio covered by this Agreement in which the Accounts may invest, is specified in Schedule A attached hereto as may be modified from time to time); WHEREAS, the Company has registered or will register the Accounts as unit investment trusts under the 1940 Act (unless exempt therefrom); WHEREAS, the Portfolios offered by the Trust to the Company and the Accounts are set forth on Schedule A attached hereto; WHEREAS, PFD is registered as a broker-dealer with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") and is authorized to sell shares of the Portfolios to unit investment trusts such as the Accounts; WHEREAS, Directed Services, Inc. ("Policy Underwriter"), the underwriter for the variable annuity and the variable life policies, is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of the NASD; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios specified in Schedule A attached hereto (the "Shares") on behalf of the Accounts to fund the Contracts, and PFD intends to sell such Shares to the Accounts at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Trust, PIM, PFD and the Company agree as follows: ARTICLE I. SALE OF TRUST SHARES 1.1. PFD and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares as set forth in this Article I until such time as they mutually agree to utilize the National Securities Clearing Corporation ("NSCC"). Upon such mutual agreement, PFD and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through NSCC and its subsidiary systems as set forth in Exhibit I. 1.2 PFD agrees to sell to the Company those Shares which the Accounts order in accordance with the terms of this Agreement (based on orders placed by Contract owners or participants on that Business Day, as defined below) and which are available for purchase by such Accounts. Each such order will be executed 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. For purposes of this Section 1.2, the Company shall be the designee of the Trust for receipt of such orders from Contract owners or participants and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designee receives written notice of such orders by the time the Trust ordinarily -2- calculates its net asset value as described from time to time in the Trust's prospectus (which as of the date of this Agreement is 4:00 p.m. New York time on such Business Day). The Company shall provide written (or facsimile) notice to PFD of a net purchase of Fund shares by 9:00 a.m. New York time on the following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC. 1.3. PFD agrees to make the Shares available for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Trust calculates its net asset value in accordance with the rules of the SEC. Notwithstanding the foregoing, the Board of Trustees of the Trust (the "Board") may refuse to sell any Shares to the Company and the Accounts, or suspend or terminate the offering of the Shares to the Company and the Accounts if such action is required by law or by regulatory authorities having jurisdiction over PIM, PFD or the Trust or is, 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, in the best interest of the Shareholders of such Portfolio. 1.4. The Trust and PFD will sell Trust shares only to Participating Insurance Companies and Qualified Plans which have agreed to participate in the Trust to fund their Separate Accounts and/or Qualified Plans all in accordance with the requirement of Section 817(h) of the Internal Revenue Code, as amended (the "Code") and the Treasury regulations thereunder. The Company will not resell the Shares except to the Trust or its agents. 1.5. The Trust agrees, upon the Company's request, to redeem for cash, any full or fractional Shares held by the Accounts (based on orders placed by Contract owners on that Business Day). Each such redemption request shall be executed on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Trust for receipt of requests for redemption from Contract owners or participants and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designee receives written notice of such request for redemption by the time the Trust ordinarily calculates its net asset value as described from time to time in the Trust's prospectus (which as of the date of this Agreement is 4:00 p.m. New York time on such Business Day). The Company shall provide written (or facsimile) notice to PFD of a net redemption of Fund shares no later than 9:00 a.m. New York time on the following Business Day. 1.6. Each purchase, redemption and exchange order placed by the Company shall be placed separately for each Portfolio and shall not be netted with respect to any Portfolio. However, with respect to payment of the purchase price by the Company and of redemption proceeds by the Trust, the Company and the Trust shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios in accordance with Section 1.7 hereof. 1.7. In the event of net purchases, the Company shall pay for the Shares by 4:00 p.m. New York time on the next Business Day after an order to purchase the Shares is made in accordance with the provisions of Section 1.2. hereof. Company shall transmit all such payments in federal funds by wire. If payment in federal funds for any purchase is not received or is received by the Trust after 4:00 p.m. on such Business Day, the Company shall promptly, upon the Trust's request, reimburse the Trust for any charges, costs, fees, interest or other expenses incurred by the Trust in connection with any advances to, or borrowings or overdrafts by, the Trust, or any similar -3- expenses (including the cost of and any loss incurred by the Trust in unwinding any purchase of securities by the Trust) incurred by the Trust as a result of portfolio transactions effected by the Trust based upon such purchase request. In the event of net redemptions, the Trust ordinarily shall pay and transmit the proceeds of redemptions of Shares by 4:00 p.m. New York time on the same Business Day on which the netredemption order is received from the Company in accordance with Section 1.5. hereof, although the Trust reserves the right to postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any rules pomulgated thereunder. Payments for net redemptions shall be in federal funds transmitted by wire. If payment in federal funds for any net redemption is not received or is received by the Company after 4:00 p.m. on such Business Day, the Trust shall promptly, upon the Company's request, reimburse the Company for any charges, costs, fees, interest or other expenses incurred by the Company in connection with any advances to, or borrowings or overdrafts by, the Company, or any similar expenses incurred by the Company as a result of its payment of redemption proceeds to Contract owners or participants prior to receiving the redemption proceeds from the Trust. 1.8. Issuance and transfer of the Shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. The Shares ordered from the Trust will be recorded in an appropriate title for the Accounts or the appropriate subaccounts of the Accounts. 1.9. The Trust shall furnish notice (by wire or telephone, followed by written confirmation) no later than 7:00 p.m. New York time on the ex-dividend date to the Company of any dividends or capital gain distributions payable on the Shares. The Company hereby elects to receive all such dividends and distributions as are payable in cash or Shares on a Portfolio's Shares in additional Shares of that Portfolio. The Trust shall notify the Company by the end of the next following Business Day of the number of Shares so issued as payment of such dividends and distributions. 1.10. The Trust or its custodian shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:00 p.m. New York time, but will in no event provide such net asset value later than 7:00 p.m. New York time absent extraordinary circumstances. In the event of extraordinary circumstances resulting in an anticipated delay past 7:00 p.m., the Trust or its custodian shall notify the Company no later than 7:00 p.m. of such anticipated delay. In the event of an error in the computation of a Portfolio's net asset value per share ("NAV") or any dividend or capital gain distribution (each, a "pricing error"), PIM or the Trust shall notify the Company as soon as possible after the discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XII of this Agreement. A pricing error shall be corrected in accordance with the Trust's internal policies and procedures. If an adjustment is necessary to correct a material error that occurred through no fault of the Company and such adjustment has caused Contract owners to receive less than the number of Shares or redemption proceeds to which they are entitled, the number of Shares of the applicable Account will be adjusted and the amount of any underpayments will be paid by the Trust or PIM to the Company for crediting of such amounts to the Contract owners' accounts. Upon notification by PIM of any overpayment due to a material error, the Company shall promptly remit to the Trust or PIM, as appropriate, any overpayment that has not been paid to Contract owner; however, PIM acknowledges that the Company does not intend to seek additional payments form any Contract owner who, because of a pricing error, may have underpaid for units of interest credited to his/her account. The costs of correcting such adjustments shall be borne by the Trust or PIM unless the Company is at fault in which case such costs shall be borne -4- by the Company. Specifically for the purposes of this Section 1.10, PIM shall indemnify and hold the Company harmless, from the effective date of this Agreement, against any amount the Company is required to pay to Contract owners or participants due to: (i) an incorrect calculation of a Portfolio's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or capital gain distribution rate of a Portfolio, upon written notification by the Company, with supporting data, to PIM. In addition, PIM shall be liable to the Company for reasonable systems and out of pocket costs incurred by the Company in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of PIM's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4:00 p.m. New York time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. ARTICLE II. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) has legally and validly established each Account as a segregated asset account under applicable law; (iii) has registered or, prior to any issuance or sale of the Contracts, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Contracts, and (iv) will maintain such registration for so long as any Contracts are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. At the time the Company is required to deliver the Trust's prospectus or statement of additional information to a purchaser of Shares in accordance with the requirements of federal or state securities laws, the Company shall distribute to such Contract purchasers the then current Trust prospectus, as supplemented. 2.2. The Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the Trust or PIM 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. 2.3. The Company represents and warrants that Policy Underwriter, the underwriter for the individual variable annuity contracts and the variable life policies, is a member in good standing of the NASD and is a registered broker-dealer with the SEC. The Company represents and warrants -5- that the Company and Policy Underwriter will sell and distribute such contracts and policies in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and state insurance law suitability requirements. 2.4. The Trust represents and warrants that the Shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance in compliance with the laws of Delaware and that 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 necessary by the Trust. 2.5. The Trust represents that it is lawfully organized and validly existing under the laws of the State of Delaware. The Trust further represents that it has adopted a pursuant to Rule 12b-1 under the 1940 Act and imposes an asset-based charge to finance its distribution expenses with respect to the Class II shares of certain of the Trust's Portfolios as permitted by applicable law and regulation. 2.6. PFD represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. PFD represents that it will sell and distribute the Shares in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.7. PIM represents and warrants that it is and shall remain duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 2.8. No less frequently than annually, the Company shall submit to the Board such reports, material or data as the Board may reasonably request so that it may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order pursuant to which the SEC has granted exemptive relief to permit mixed and shared funding. 2.9. The Trust and PIM represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Trust are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated form time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company represents and warrants that all of its respective officers, employees, and other individuals or entities employed or controlled by the Company dealing with the money and/or securities of the Trust are, and shall continue to be at all times, covered by a blanket fidelity bond or similar coverage in an amount deemed appropriate by the Company. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company agrees that any amounts received under such bond relating to a claim arising under this Agreement will be held by the Company for the benefit of the Trust. The Company agrees to make all reasonable efforts to maintain such bond and agrees to notify the Trust and PIM in writing in the event such coverage terminates. -6- 2.10. The Company represents and warrants, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently at the time of issuance and, assuming the Trust meets the requirements of Article VI, will be treated as 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 Trust, PFD and PIM 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. In addition, the Company represents and warrants that each Account is a "segregated asset account" and that interests in the Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust, PFD and PIM immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Trust shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Contract and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Trust's prospectus portion of such document for distribution to owners of existing Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready," diskette format or other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM's approval which shall not be unreasonably withheld. 3.2. The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master -7- of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company's expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Contract not funded by the Shares. 3.3. The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust's proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners. The cost of distributing such documents shall be borne the Trust or its designee. 3.4 The Trust or PIM will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Trust's registration statement, particularly any change resulting in change to the registration statement or prospectus or statement of additional information for any Account. The Trust and PIM will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. In addition, the Trust or its designee shall bear the reasonable expense of all of the Company's costs associated with a proxy for the Trust, including proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage). 3.5. The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding. 3.6. If and to the extent required by law, the Company shall: (a) solicit voting instructions from Contract owners; (b) vote the Shares in accordance with instructions received from Contract owners; and (c) vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Contract owners; 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. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order. -8- ARTICLE IV. SALES MATERIAL AND INFORMATION 4.1. The Company shall furnish, or shall cause to be furnished, to PFD or its designee, each piece of sales literature or other promotional material in which the Trust, PIM, any other investment adviser to the Trust, or any affiliate of PIM are named, at least five (5) Business Days prior to its use. No such material shall be used if PFD or its designee reasonably objects to such use within five (5) Business Days after receipt of such material. PFD or its designee shall notify the Company within five (5) Business Days of receipt of its approval or disapproval of such materials. 4.2. The Company shall not make any representation on behalf of the Trust, PIM, any other investment adviser to the Trust or any affiliate of PIM and shall not give any information on behalf of the Trust, PIM, any other investment adviser to the Trust, or any affiliate of PIM or concerning the Trust or any other such entity in connection with the sale of the Contracts other than the information contained in the registration statement, prospectus or statement of additional information for the Shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust, PIM, PFD or their respective designees, except with the permission of the Trust, PIM or their respective designees. The Trust, PIM, PFD or their respective designees each agrees to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust, PIM, PFD or any of their affiliates which is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is so used, and neither the Trust, PIM, PFD nor any of their affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. 4.3. PFD shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or the Accounts is named, at least five (5) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within five (5) Business Days after receipt of such material. The Company shall notify PFD within five (5) Business Days of receipt of its approval or disapproval of such materials. 4.4. The Trust, PIM and PFD shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts in connection with the sale of the Contracts other than the information or representations contained in a registration statement, prospectus, or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports for the Accounts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. The Company or its designee agrees to respond to any request for approval on a prompt and timely basis. The parties hereto agree that this Section 4.4. is neither intended to designate nor otherwise imply that PIM is an underwriter or distributor of the Contracts. 4.5. The Trust shall provide, or shall cause to be provided, to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, -9- reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Trust or its Shares, prior to or contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide, or cause to be provided, for approval by the Trust, the form of any disclosure that it intends to use in any registration statements, prospectuses, statements of additional information, and all amendments to any of the above, that relate to the use of the Portfolios of the Trust as investment options under the Contracts. 4.6. For purpose of this Article IV and Article VIII, 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, electronic messages or tape recording, videotape display, signs or billboards, motion pictures, or other public media, including, for example, on-line networks such as the Internet or other electronic media), and sales literature (such as brochures, electronic messages, circulars, reprints or excerpts or any other advertisement, sales literature, or published articles), distributed or made generally available to customers or the public, educational or training materials or communications distributed or made generally available to some or all agents or employees, and shareholder reports, proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the NASDR Conduct Rules, the 1933 Act or the 1940 Act. However, such phrase "sales literature or other promotional material" shall not include any material that simply lists the names of Portfolios of the Trust in a list of investment options. 4.7. At the request of any party to this Agreement, each other party will make available to the other party's independent auditors and/or representative of the appropriate regulatory agencies, all records, data, and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to the Agreement or any party's obligations under this Agreement. 4.8 Subject to the terms of Sections 4.1 and 4.2 of this Agreement, the Trust (and its Portfolios), PIM and PFD hereby each consents in connection with the marketing of the Contracts to the Company's use of their names or other identifying marks, including Pioneer Investments(R) and Pioneer's sail logo, in connection with the marketing of the Contracts. The Trust, PIM or PFD or their affiliates may withdraw this authorization as to any particular use of any such name or identifying mark at any time: (i) upon a reasonable determination that such use would have a material adverse effect on its reputation or marketing efforts or its affiliates or (ii) if any of the Portfolios of the Trust cease to be available through the Company. Except as set forth in the previous sentence, the Company will not cause or permit, without prior written permission, the use, description or reference to a Pioneer party's name, or to the relationship contemplated in this Agreement, in any advertisement, or promotional materials or activities, including without limitation, any advertisement or promotional materials published, distributed, or made available, or any activity conducted through, the Internet or any other electronic medium. ARTICLE V. Fees and Expenses 5.1. Neither the Trust, PIM nor PFD shall pay any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, PIM or PFD under this Agreement. -10- Notwithstanding the foregoing, the parties hereto will bear certain expenses under the provisions of this Agreement and shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts pursuant to this Agreement. 5.2. The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust's registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust's proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Contract owners and participants (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust's prospectuses, reports to Shareholders and proxy materials to owners of Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Contracts. 5.3. The Company shall bear the expenses of distributing the Shares' prospectus or prospectuses in connection with new sales of the Contracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Contract prospectus and statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Contract owners as required by state insurance laws. 5.4. The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in this Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act. ARTICLE VI. DIVERSIFICATION AND RELATED LIMITATIONS 6.1. The Trust and PIM represent and warrant that each Portfolio of the Trust in which an Account invests will meet the diversification requirements of Section 817(h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. 6.2. The Trust and PIM represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will maintain such qualification (under Subchapter M or any successor or similar provision). -11- 6.3. No Shares of the Trust will be sold directly to the general public. ARTICLE VII. POTENTIAL MATERIAL CONFLICTS 7.1. The Trust agrees that the Board, constituted with a majority of disinterested trustees, will monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies ("contract owners") 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 interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to the Company. 7.2. The Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in the Trust's exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting to a vote of all affected contract owners whether to withdraw assets from the Trust or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the Contracts, unless a majority of Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company. 7.3. A majority of the disinterested trustees of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in the Trust each of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) -12- 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 to remedy any such material irreconcilable conflict as determined by a majority of the disinterested trustees of the Board. 7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the Account's investment in the Trust and terminate this Agreement; 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 Trust's independent 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, and until the end of that six-month period PFD and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Trust's 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 Trust's Board. Until the end of the foregoing six (6) month period, the Trust and PFD shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.2 to establish a new funding medium for the contracts if an offer to do so has been declined by vote of a majority of Contract owners 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 Trust 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 independent trustees. 7.7. 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 Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1, 7.2, 7.3 and 7.7 of this Agreement shall continue in effect only to the extent -13- 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 The Company agrees to indemnify and hold harmless the Trust, PIM, PFD, any affiliates of PIM, and each of their respective directors, trustees, officers and each person, if any, who controls the Trust or PIM within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or 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 expenses (including reasonable counsel fees) to which any Indemnified Party 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: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Trust, PIM or PFD for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Shares; or (b) arise out of or as a result of statements or representations not supplied by the Company or its designee, or persons under its control (other than statements or representations contained in the Trust's registration statement, prospectus, statement of additional information or in sales literature or other promotional material of the Trust and on which the Company has reasonably relied) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Shares; or (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional 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 statement or statements therein not misleading, if such statement or omission was -14- made in reliance upon information furnished to the Trust by or on behalf of the Company; or (d) 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; or (e) arise as a result of any failure by the Company to perform any of its obligations under this Agreement; as limited by and in accordance with the provisions of this Article VIII. 8.2. Indemnification by PIM and PFD PIM and PFD agree to indemnify and hold harmless the Company and Policy Underwriter and each of their trustees and officers and each person, if any, who controls the Company or Policy Underwriter within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or 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 Trust) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Contracts and: (a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Trust (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 statement 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 reasonable reliance upon and in conformity with information furnished to the Trust, PIM, PFD or their respective designees by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Trust or in sales literature or other promotional material for the Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the Contract's registration statement, prospectus, statement of additional information or in sales literature or other promotional material for the Contracts not supplied by the Trust, PIM, PFD or any of their respective designees or persons under their respective control and on which any such entity has reasonably relied) or wrongful conduct of the Trust, PIM, PFD or persons under their control, with respect to the sale or distribution of the Contracts or Shares; or -15- (c) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to 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 Trust, PIM or PFD; or (d) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement) or arise out of or result from any other material breach of this Agreement by the Trust; or (e) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; or (f) arise as a result of any failure by PIM or PFD to perform any of their respective obligations under this Agreement; as limited by and in accordance with the provisions of this Article VIII. 8.3. In no event shall the Trust, PIM or PFD be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Participating Insurance Company or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by the Company hereunder or by any Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by the Company or any Participating Insurance Company to maintain its segregated asset account (which invests in any Portfolio) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by the Company or any Participating Insurance Company to maintain its variable annuity and/or variable life insurance contracts (with respect to which any Portfolio serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code. 8.4. Neither the Company, the Trust, PIM nor PFD shall be liable under the indemnification provisions contained in this Agreement with respect to any losses, claims, damages, liabilities or expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, willful misconduct, 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. 8.5. Promptly after receipt by an Indemnified Party under this Section 8.5. of notice of commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it -16- from any liability which it may have to any Indemnified Party otherwise than under this section. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. 8.6. A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII 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 Commonwealth of Massachusetts. 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. NOTICE OF FORMAL PROCEEDINGS OR LITIGATION The Trust, PIM, PFD and the Company agree that each such party shall promptly notify the other parties to this Agreement, in writing, of the institution of any formal proceedings brought against such party or its designees by the NASD, the SEC, or any insurance department or any other regulatory body regarding such party's duties under this Agreement or related to the sale of the Contracts, the operation of the Accounts, or the purchase of the Shares. Each of the parties further agrees promptly to notify the other parties of the commencement of any litigation or proceeding against it or any of its respective officers, directors, trustees, employees or 1933 Act control persons in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Accounts, or the sale or acquisition of Shares. The indemnification provisions contained in this Article X shall survive any termination of this Agreement. ARTICLE XI. TERMINATION 11.1. This Agreement shall terminate with respect to the Accounts, or one, some, or all Portfolios: (a) at the option of any party upon three (3) months' advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than three (3) months following the date of this Agreement; or -17- (b) at the option of the Company to the extent that the Shares of Portfolios are not reasonably available to meet the requirements of the Contracts or are not "appropriate funding vehicles" for the Contracts, as reasonably determined by the Company. Without limiting the generality of the foregoing, the Shares of a Portfolio would not be "appropriate funding vehicles" if, for example, such Shares did not meet the diversification or other requirements referred to in Article VI hereof; or if the Company would be permitted to disregard Contract owner voting instructions pursuant to Rule 6e-2 or 6e-3(T) under the 1940 Act. Prompt notice of the election to terminate for such cause and an explanation of such cause shall be furnished to the Trust by the Company; or (c) at the option of the Trust, PIM or PFD upon institution of formal proceedings against the Company by the NASD, the SEC, or any insurance department or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Accounts, or the purchase of the Shares; provided that the party terminating this Agreement under this provision shall give notice of such termination to the other parties to this Agreement; or (d) at the option of the Company upon institution of formal proceedings against the Trust by the NASD, the SEC, or any state securities or insurance department or any other regulatory body regarding the duties of the Trust, PIM or PFD under this Agreement or related to the sale of the Shares; provided that the party terminating this Agreement under this provision shall give notice of such termination to the other parties to this Agreement; or (e) at the option of the Company, the Trust, PIM or PFD upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Accounts (or any subaccounts) to substitute the shares of another investment company for the corresponding Portfolio Shares in accordance with the terms of the Contracts for which those Portfolio Shares had been selected to serve as the underlying investment media. The Company will give thirty (30) days' prior written notice to the Trust of the Date of any proposed vote or other action taken to replace the Shares; or (f) at the option of the Trust, PIM or PFD by written notice to the Company, if any one or all of the Trust, PIM or PFD 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 (g) at the option of the Company by written notice to the Trust, PIM or PFD, if the Company shall determine, in its sole judgment exercised in good faith, that the Trust, PIM or PFD has suffered a material adverse change in this business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or (h) at the option of any party to this Agreement, upon another unaffiliated party's material breach of any provision of or representation contained in this. -18- 11.2. The notice shall specify the Portfolio or Portfolios, Contracts and, if applicable, the Accounts as to which the Agreement is to be terminated. 11.3. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 11.1(a) may be exercised for cause or for no cause. 11.4. Except as necessary to implement Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the Shares attributable to the Contracts (as opposed to the Shares attributable to the Company's assets held in the Accounts), and the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so. 11.5. Notwithstanding any termination of this Agreement, the Trust and PFD shall, at the option of the Company, continue for a period not exceeding six (6) months to make available additional shares of the Portfolios pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (the "Existing Contracts"), except as otherwise provided under Article VII of this Agreement; provided, however, that in the event of a termination pursuant to Section 11.1. (c), (f) or (h), the Trust, PIM and PFD shall at their option have the right to terminate immediately all sales of Shares to the Company. Specifically, without limitation, the owners of the Existing Contracts shall be permitted to transfer or reallocate investment under the Contracts, redeem investments in any Portfolio and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. 11.6 Notwithstanding any termination of this Agreement, each party's obligations under Article VIII to indemnify the other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement ARTICLE XII. NOTICES Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier or facsimile 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: Pioneer Variable Contracts Trust c/o Hale and Dorr 60 State Street Boston, Massachusetts 02109 Attn: Joseph P. Barri, Secretary If to the Company: Golden American Life Insurance Company 1475 Dunwoody Drive -19- West Chester, PA 19380 Attn: Myles R. Tashman , Executive Vice President If to PIM: Pioneer Investment Management, Inc. 60 State Street Boston, Massachusetts 02109 Attn: Elizabeth A. Watson, Senior Counsel If to PFD: Pioneer Funds Distributor, Inc. 60 State Street Boston, Massachusetts 02109 Attn: William A. Misata, Senior Vice President ARTICLE XIII. MISCELLANEOUS 13.1. Subject to the requirement of legal process and regulatory authority, each party hereto shall treat as confidential all information reasonably identified as confidential in writing by any party hereto and, except as permitted by this Agreement or as otherwise required by applicable law or regulation, shall not disclose, disseminate or utilize such other confidential information without the express written consent of the affected party until such time as it may come into the public domain. Notwithstanding anything to the contrary in this Agreement, in addition to and not in lieu of other provisions in this Agreement: (a) "Confidential Information: includes without limitation all information regarding the customers of the Company, the Trust, PIM, PFD or any of their subsidiaries, affiliates or licensees; or the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such customers; or any information derived therefrom. (b) Neither the Company, the Trust, PIM or PFD may disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to the Company, the Trust, PIM or PFD as set forth in this Agreement; and the Company, the Trust, PIM and PFD agree to cause their employees, agents and representatives, or any other party to whom the Company, the Trust, PIM or PFD may provide access to or disclose Confidential Information to limit the use and disclosure of Confidential Information to that purpose. (c) The Company, the Trust, PIM and PFD agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security and integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to any of the customers of the Company or any of its subsidiaries, -20- affiliates or licensees; the Company, the Trust, PIM and PFD further agree to cause all their respective agents, representatives or subcontractors, or any other party to whom they provide access to or disclose Confidential Information, to implement appropriate measures to meet the objectives set forth in this Section 13.1. 13.2. ____ 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. 13.3. ____ This Agreement may be executed simultaneously in one or more counterparts, each of which taken together shall constitute one and the same instrument. 13.4. ____ 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. 13.5. ____ The Schedule attached hereto, as modified from time to time, is incorporated herein by reference and is part of this Agreement. 13.6. ____ Each party hereto shall cooperate with each other party in connection with inquiries by 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. 13.7. ____ 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. 13.8. ____ A copy of the Trust's Certificate of Trust is on file with the Secretary of State of Delaware. The Company acknowledges that the obligations of or arising out of this instrument are not binding upon any of the Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. The Company further acknowledges that the assets and liabilities of each Portfolio are separate and distinct and that the obligations of or arising out of this instrument are binding solely upon the assets or property of the Portfolio on whose behalf the Trust has executed this instrument. The Company also agrees that the obligations of each Portfolio hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the Company agrees not to proceed against any Portfolio for the obligations of another Portfolio. 13.9. ____ Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then, such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 13.10. ___ This Agreement of any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto. -21- 13.11. ___ The Trust, PIM and PFD agree that the obligations assumed by the Company shall be limited in any case to the Company and its assets and neither the Trust, PIM nor PFD shall seek satisfaction of any such obligation from the shareholders of Company, the directors, officers, employees or agents of the Company, or any of them. 13.12. ___ No provision of the Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between PIM and the Trust and PFD and the Trust. 13.13. ___ This Agreement, including any Schedules hereto, may be amended only by a written instrument executed by each party hereto. -22- 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 above. GOLDEN AMERICAN LIFE INSURANCE COMPANY By its authorized officer, By: /s/David L. Jacobson ---------------------- David L. Jacobson, Senior Vice President Date: PIONEER VARIABLE CONTRACTS TRUST, on behalf of the Portfolios By its authorized officer and not individually, By: /s/Joseph P. Barri -------------------- Joseph P. Barri Secretary Date: PIONEER INVESTMENT MANAGEMENT, INC. By its authorized officer, By: /s/Daniel T. Geraci -------------------- Daniel T. Geraci President and Chief Executive Officer Date: -23- SCHEDULE A Accounts, Contracts and Portfolios Subject to the Participation Agreement -------------------------------------- As of November 26, 2001 ======================================== ========================================== =========================================== Name of Separate Account and Date Contracts Funded Portfolios and Established by Board of Directors by Separate Account Class of Shares Available to Contracts ======================================== ========================================== =========================================== ======================================== ========================================== =========================================== Variable Annuity Account B, established SmartDesign Variable Annuity Pioneer Fund VCT Portfolio July 14, 1988 (Class II) SmartDesign Advantage Variable Annuity Pioneer Small Company VCT Portfolio (Class II) - ---------------------------------------- ------------------------------------------ ------------------------------------------- ======================================== ========================================== =========================================== Variable Annuity Account B, established GoldenSelect Access Variable Annuity Pioneer Fund VCT Portfolio July 14, 1988 (Class II) GoldenSelect DVA Plus Variable Annuity Pioneer Fund Mid Cap Value VCT Portfolio GoldenSelect ES II Variable Annuity (Class II) GoldenSelect Landmark Variable Annuity GoldenSelect Premium Plus Variable Annuity GoldenSelect Galaxy Premium Plus Variable Annuity - ---------------------------------------- ------------------------------------------ ------------------------------------------- ======================================== ========================================== =========================================== Variable Annuity Account B, established Retirement Solutions ING Rollover Variable Pioneer Fund VCT Portfolio July 14, 1988 Annuity (Class II) Pioneer Equity Income VCT Portfolio (Class II) Pioneer Mid Cap Value VCT Portfolio (Class II) - ---------------------------------------- ------------------------------------------ -------------------------------------------
-24- SCHEDULE B FEES TO THE COMPANY - ------------------- 1. Administrative Services ----------------------- Administrative services to Contract owners and participants shall be the responsibility of the Company and shall not be the responsibility of the Trust or PFD. The Company will provide properly registered and licensed personnel and any systems needed for all Contract owners servicing and support - for both fund and annuity and life insurance information and questions, including: |X| Communicate all purchase, withdrawal, and exchange orders it receives from its customers to PFD; |X| Respond to Contract owner and participant inquires; |X| Delivery of both Trust and Contract prospectuses as required under applicable law; |X| Entry of initial and subsequent orders; |X| Transfer of cash to Portfolios; |X| Explanations of Portfolio objectives and characteristics; |X| Entry of transfers between Portfolios; |X| Portfolio balance and allocation inquires; and |X| Provide information to Trust's proxy vendor to enable vendor to mail Trust proxies. 2. Administrative Service Fees --------------------------- For the administrative services set forth above, PIM or any of its affiliates shall pay a servicing fee based on the annual rate of 0.25% of the average aggregate net daily assets invested in the Class I Shares of the Portfolios and 0.25% of the average aggregate net daily assets invested in the Class II Shares of the Portfolios through the Accounts at the end of each calendar quarter. Such payments will be made to the Company within thirty (30) days after the end of each calendar quarter. Such fees shall be paid quarterly in arrears. Each payment will be accompanied by a statement showing the calculation of the fee payable to the Company for the quarter and such other supporting data as may be reasonably requested by the Company. The Company will calculate the asset balance on each day on which the fee is to be paid pursuant to this Agreement with respect to each Portfolio for the purpose of reconciling its calculation of average aggregate net daily assets with PIM's calculation. Annually (as of 12/31) or upon reasonable request of PIM, Company will provide PIM a statement showing the number of subaccounts in each Class of Shares of each Portfolio as of the most recent calendar quarter end. 3. 12b-1 Distribution Related Fees (Class II Shares Only) ------------------------------------------------------ In accordance with the Portfolios' plans pursuant to Rule 12b-1 under the Investment Company Act of 1940, PFD will make payments to the Company at an annual rate of 0.25% of the average daily net assets invested in the Class II shares of the Portfolios through the Accounts in each calendar quarter. PFD will make such payments to the Company within thirty (30) days after the end of each calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to the Company for the quarter and such other supporting data as may be reasonably requested by the Company. The 12b-1 distribution related fees will be paid to the Company for as long as the Accounts own any Shares of a Portfolio and (i) distribution services are being provided pursuant to this Agreement and (ii) a 12b-1 plan is in effect with respect to such Portfolio. -26- EXHIBIT I TO PARTICIPATION AGREEMENT Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation's Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System 1. As provided in Section 1.1 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing Corporation ("NSCC") and its subsidiary systems as follows: (a) Distributor or the Funds will furnish to Company or its affiliate through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net asset value information for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Fund's ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to Company or its affiliate by 6:30 p.m. Eastern Time on each business day that the Fund is open for business (each a "Business Day") or at such other time as that information becomes available. Changes in pricing information will be communicated to both NSCC and Company. (b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund's net asset value is calculated as specified in such Fund's prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares, Company or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net purchases or net redemptions derived from Instructions received by Company or its affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next Business Day. Subject to Company's or its affiliate's compliance with the foregoing, Company or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which Instructions are received by Company or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by Company or its affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Fund's then current prospectuses. (c) Company or its affiliate will wire payment for net purchase orders by the Fund's NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by Company or its affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received. (d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling bank account designated by Company or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as -27- provided in a Fund's prospectus and statement of additional information. (e) With respect to (c) or (d) above, if Distributor does not send a confirmation of Company's or its affiliate's purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment cycle, payment for such purchases or redemptions will be made the following Business Day. (f) If on any day Company or its affiliate, or Distributor is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to Distributor or Company or its affiliate, as applicable, as is otherwise provided in the Agreement. (g) These procedures are subject to any additional terms in each Fund's prospectus and the requirements of applicable law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Fund. 2. Company or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized. 3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit. -28- EX-99.B8P 5 fidelity.txt FIDELITY PARTICIPATION AGREE PARTICIPATION AGREEMENT ----------------------- Among VARIABLE INSURANCE PRODUCTS FUNDS, --------------------------------- FIDELITY DISTRIBUTORS CORPORATION --------------------------------- GOLDEN AMERICAN LIFE INSURANCE COMPANY -------------------------------------- THIS AGREEMENT, made and entered into as of the 20th day of July, 2001 by and among GOLDEN AMERICAN LIFE INSURANCE COMPANY, (hereinafter the "Company"), a Delaware corporation, 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 such account hereinafter referred to as the "Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE PRODUCTS FUND III, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the "Fund"). RECITALS - -------- WHEREAS, each 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 policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into participation agreements with the Fund and the Underwriter (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in each Fund is divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement, as may be amended from time to time by mutual agreement of the parties hereto (each such series hereinafter referred to as a "Portfolio"); and WHEREAS, each Fund has obtained an order from the Securities and Exchange Commission, dated October 15, 1985 (File No. 812-6102) or September 17, 1986 (File No. 812-6422), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 1 15(b) of the Investment Company Act of 1940, as amended, (hereinafter 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 Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive Order"); and WHEREAS, each Fund 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 (hereinafter the "1933 Act"); and WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities law; and WHEREAS, the variable life insurance and/or variable annuity products identified on Schedule A hereto ("Contracts") have been or will be registered by the Company under the 1933 Act, unless such Contracts are exempt from registration thereunder; and WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of 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, the Company has registered or will register each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder; and WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid Contracts and the Underwriter is authorized to sell such shares to each Account at net asset value; 2 AGREEMENT - --------- NOW, THEREFORE, in consideration of their mutual promises, the Company, the Underwriter and each Fund agree as follows: ARTICLE A. Form of Agreement ----------------- Although the parties have executed this Agreement in the form of a Master Participation Agreement for administrative convenience, this Agreement shall create a separate participation agreement for each Fund, as though the Company and the Distributor had executed a separate, identical form of participation agreement with each Fund. No rights, responsibilities or liabilities of any Fund shall be attributed to any other Fund. ARTICLE I. Sale of Fund Shares ------------------- 1.1. The Underwriter agrees to sell to the Company those shares of the Fund which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Boston time on the next following Business Day. Beginning within three months of the effective date of this Agreement, the Company agrees that all orders for the purchase and redemption of Fund shares on behalf of the Accounts will be placed by the Company with the Funds or their transfer agent by electronic transmission. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.2. The Fund agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Fund shall use reasonable efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.3. The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public. 3 1.4. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, VII and Section 2.5 of Article II of this Agreement is in effect to govern such sales. 1.5. The Fund agrees to redeem for cash, on the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such request for redemption on the next following Business Day. 1.6. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Fund shall be made in accordance with the provisions of such prospectus. The Company agrees that all net amounts available under the Contracts shall be invested in the Fund, in such other Funds advised by the Adviser as may be mutually agreed to in writing by the parties hereto, or in the Company's general account, provided that such amounts may also be invested in an investment company other than the Fund if (a) such other investment company, or series thereof, has investment objectives or policies that are substantially different from the investment objectives and policies of all the Portfolios of the Fund; or (b) the Company gives the Fund and the Underwriter 45 days written notice of its intention to make such other investment company available as a funding vehicle for the Contracts; or (c) such other investment company was available as a funding vehicle for the Contracts prior to the date of this Agreement and the Company so informs the Fund and Underwriter prior to their signing this Agreement (a list of such funds appearing on Schedule C to this Agreement); or (d) the Fund or Underwriter consents to the use of such other investment company. 1.7. The Company shall pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to the Company of any income, dividends or capital gain distributions payable on the Fund's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income 4 dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 6:30 p.m. Boston time) and shall use its best efforts to make such net asset value per share available by 7 p.m. Boston time. ARTICLE II. Representations and Warranties ------------------------------ 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from registration thereunder; that the Contracts will be issued and sold in compliance in all material respects with all applicable Federal and State laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Title 18 of the Delaware Insurance Code and that each Account is either registered or exempt from registration as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Delaware and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter. 2.3. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) 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. 2.4. The Company represents that the Contracts are currently treated as endowment, life insurance or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. 5 2.5. (a) With respect to Initial Class shares, the Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution expenses. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (b) With respect to Service Class shares and Service Class 2 shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments to finance distribution expenses. The Fund represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Fund, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Fund and that any changes to the Fund's Rule 12b-1 Plans will be approved by a similarly constituted board of trustees. 2.6. The Fund 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 except that the Fund represents that the Fund's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Delaware and the Fund and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Delaware to the extent required to perform this Agreement. 2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the Commonwealth of Massachusetts and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. 2.8. The Fund represents that it 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. 2.9. The Underwriter represents and warrants that the Adviser is and shall remain duly registered in all material respects under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws. 2.10. The Fund and Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/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 minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be 6 promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.11. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Underwriter in the event that such coverage no longer applies. ARTICLE III. Prospectuses and Proxy Statements; Voting ----------------------------------------- 3.1. The Underwriter shall provide the Company with as many printed copies of the Fund's current prospectus and Statement of Additional Information as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund shall provide camera-ready film containing the Fund's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Fund is amended during the year) to have the prospectus, private offering memorandum or other disclosure document ("Disclosure Document") for the Contracts and the Fund's prospectus printed together in one document, and to have the Statement of Additional Information for the Fund and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Fund's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. Except as provided in the following three sentences, all expenses of printing and distributing Fund prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Fund's prospectus, the Fund will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Fund's per unit cost of typesetting and printing the Fund's prospectus. The same procedures shall be followed with respect to the Fund's Statement of Additional Information. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts. 7 3.2. The Fund's prospectus shall state that the Statement of Additional Information for the Fund is available from the Underwriter or the Company (or in the Fund's discretion, the Prospectus shall state that such Statement is available from the Fund). 3.3. The Fund, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. 3.4. If and to the extent required by law 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 a particular separate account in the same proportion as Fund shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in the Fund calculates voting privileges in a manner consistent with the standards set forth on Schedule B attached hereto and incorporated herein by this reference, which standards will also be provided to the other Participating Insurance Companies. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto. 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 in which the Fund or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Fund or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 8 4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Underwriter, except with the permission of the Fund or the Underwriter or the designee of either. 4.3. The Fund, Underwriter, 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 in which the Company and/or its separate account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 4.4. The Fund and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or Disclosure Document for the Contracts, as such registration statement or Disclosure Document 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 permission of the Company. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the Securities and Exchange Commission or other regulatory authorities. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, Disclosure Documents, Statements of Additional Information, 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 each Account, contemporaneously with the filing of such document with the SEC or other regulatory authorities or, if a Contract and its associated Account are exempt from registration, at the time such documents are first published. 4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, 9 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, Disclosure Documents, Statements of Additional Information, shareholder reports, and proxy materials. ARTICLE V. Fees and Expenses ----------------- 5.1. The Fund and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Fund or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Fund. 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 and reports to owners of Contracts issued by the Company. The Fund shall bear the costs of soliciting Fund proxies from Contract owners, including the costs of mailing proxy materials and tabulating proxy voting instructions, not to exceed the costs charged by any service provider engaged by the Fund for this purpose. The Fund and the Underwriter shall not be responsible for the costs of any proxy solicitations other than proxies sponsored by the Fund. ARTICLE VI. Diversification --------------- 6.1. The Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach 10 of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. ARTICLE VII. Potential Conflicts ------------------- 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. 7.3. If it is determined by a majority of the Board, or a majority of its disinterested trustees, 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 trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account. 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected Account's investment in the Fund and terminate this Agreement with 11 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 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 Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Underwriter and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board. 7.7. If and to the extent 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 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the 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 3.4, 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. 12 ARTICLE VIII. Indemnification --------------- 8.1. Indemnification By The Company 8.1 (a). The Company agrees to indemnify and hold harmless the Fund and each trustee of the Board and officers and each person, if any, who controls the Fund 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) or litigation (including 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, or investment in, the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Disclosure Documents 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 any Disclosure Document relating to the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its 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, 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 and in conformity with information furnished to the Fund by or on behalf of the Company; or (iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or 13 (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 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 or duties under this Agreement or to the Fund, 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), 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 its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1 (d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund. 8.2. Indemnification by the Underwriter 8.2 (a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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, or investment in, the Fund's shares or the Contracts and: 14 (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 sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Fund by or on behalf of the Company for use in the registration statement or prospectus 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 or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Fund, Adviser or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Disclosure Document 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 and in conformity with information furnished to the Company by or on behalf of the Fund; or (iv) 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 requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. 15 8.2 (b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance 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 each Company or the Account, whichever is applicable. 8.2 (c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.2 (d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each 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, 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 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 result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, 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 to comply with the diversification requirements specified in Article VI of this Agreement);or 16 (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 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, the Fund, the Underwriter or each Account, whichever is applicable. 8.3 (c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Fund's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.3 (d). The Company and the Underwriter agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either 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 Commonwealth of Massachusetts. 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 Securities and Exchange Commission may grant (including, but not limited to, the Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. 17 ARTICLE X. Termination ----------- 10.1. This Agreement shall continue in full force and effect until the first to occur of: (a) termination by any party for any reason by sixty (60) days advance written notice delivered to the other parties; or (b) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event any of the 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 Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify; or (e) termination by the Company by written notice to the Fund and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or (f) termination by either the Fund or the Underwriter by written notice to the Company, if either one or both of the Fund or the Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company and/or its affiliated companies 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 (g) termination by the Company by written notice to the Fund and the Underwriter, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund or the Underwriter has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or 18 (h) termination by the Fund or the Underwriter by written notice to the Company, if the Company gives the Fund and the Underwriter the written notice specified in Section 1.6(b) 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(h) shall be effective forty five (45) days after the notice specified in Section 1.6(b) was given. 10.2. Notwithstanding any termination of this Agreement, the Fund and the Underwriter shall at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall 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. 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. 10.3. The provisions of Articles II (Representations and Warranties), VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous) shall survive termination of this Agreement. In addition, all other applicable provisions of this Agreement shall survive termination as long as shares of the Fund are held on behalf of Contract owners in accordance with section 10.2, except that the Fund and Underwriter shall have no further obligation to make Fund shares available in Contracts issued after termination. 10.4. 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, 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") or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Fund and the Underwriter) 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, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund or the Underwriter 90 days 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. 19 If to the Fund: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer If to the Company: Golden American Life Insurance Company 1475 Dunwoody Dr West Chester, PA 19380 Attention: Myles R. Tashman, Executive Vice President If to the Underwriter: 82 Devonshire Street Boston, Massachusetts 02109 Attention: Treasurer ARTICLE XII. Miscellaneous ------------- 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into 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 until such time as it may come into the public domain without the express written consent of the affected party. 12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the California Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request 20 in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the California Insurance 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; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. The Company shall promptly notify the Fund and the Underwriter of any change in control of the Company. 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 ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year; (b) the Company's quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period: (c) any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders; (d) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator, as soon as practical after the filing thereof; (e) any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof. 21 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. GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/Myles R. Tashman ------------------- Name: Myles R. Tashman Its: Executive Vice President VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, and VARIABLE INSURANCE PRODUCTS FUND III By: /s/Robert A. Dwight ------------------- Name: Robert A. Dwight Their: FIDELITY DISTRIBUTORS CORPORATION By: /s/Mike Kellogg --------------- Name: Mike Kellogg Its: Executive Vice President 22 Schedule A ---------- Separate Accounts and Associated Contracts ------------------------------------------ Name of Separate Account and Policy Form Numbers of Contracts Date Established by Board of Directors Funded By Separate Account - -------------------------------------- -------------------------- Golden American Separate Account B SmartDesign Variable Annuity Established July 14, 1988 23 SCHEDULE B PROXY VOTING PROCEDURE The following is a list of procedures and corresponding responsibilities for the handling of proxies relating to the Fund by the Underwriter, the Fund and the Company. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party assigned by the Insurance Company to perform the steps delineated below. 1. The number of proxy proposals is given to the Company by the Underwriter as early as possible before the date set by the Fund for the shareholder meeting to facilitate the establishment of tabulation procedures. At this time the Underwriter will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contractowner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. Note: The number of proxy statements is determined by the activities described in Step #2. The Company will use its best efforts to call in the number of Customers to Fidelity, as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report no longer needs to be sent to each Customer by the Company either before or together with the Customers' receipt of a proxy statement. Underwriter will provide the last Annual Report to the Company pursuant to the terms of Section 3.3 of the Agreement to which this Schedule relates. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Legal Department of the Underwriter or its affiliate ("Fidelity Legal") must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: a. name (legal name as found on account registration) b. address c. Fund or account number d. coding to state number of units e. individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund) (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 24 5. During this time, Fidelity Legal will develop, produce, and the Fund will pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Insurance Company). Contents of envelope sent to Customers by Company will include: a. Voting Instruction Card(s) b. One proxy notice and statement (one document) c. return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent d. "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) e. cover letter - optional, supplied by Company and reviewed and approved in advance by Fidelity Legal. 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to Fidelity Legal. 7. Package mailed by the Company. * The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but not including) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. Note: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by Fidelity in the past. 9. Signatures on Card checked against legal name on account registration which was printed on the Card. Note: For Example, If the account registration is under "Bertram C. Jones, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 25 10. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter, a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12. The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of shares.) Fidelity Legal must review and approve tabulation format. 13. Final tabulation in shares is verbally given by the Company to Fidelity Legal on the morning of the meeting not later than 10:00 a.m. Boston time. Fidelity Legal may request an earlier deadline if required to calculate the vote in time for the meeting. 14. A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. Fidelity Legal will provide a standard form for each Certification. 15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, Fidelity Legal will be permitted reasonable access to such Cards. 16. All approvals and "signing-off" may be done orally, but must always be followed up in writing. 26 SCHEDULE C Other investment companies currently available under variable annuities or variable life insurance issued by the Company: Aetna Variable Portfolios, Inc. Alliance Variable Products Series Fund Brinson Series Trust GCG Trust INVESCO Variable Investment Funds, Inc. Janus Aspen Series Pilgrim Variable Insurance Trust Pilgrim Variable Products Trust PIMCO Variable Insurance Trust Pioneer Variable Contracts Trust Portfolio Partners, Inc. ProFunds Prudential Series Fund, Inc. Putnam Variable Trust 27 SUB-LICENSE AGREEMENT --------------------- Agreement effective as of this 20th of July, 2001, by and between Fidelity Distributors Corporation (hereinafter called "Fidelity"), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, with a principal place of business at 82 Devonshire Street, Boston, Massachusetts, and Golden American Life Insurance Company of Deleware (hereinafter called "Company"), a company organized and existing under the laws of the State of Delaware, with a principal place of business at 1475 Dunwoody Dr West Chester, PA 19380. WHEREAS, FMR Corp., a Massachusetts corporation, the parent company of Fidelity, is the owner of the trademark and the tradename "FIDELITY INVESTMENTS" and is the owner of a trademark in a pyramid design (hereinafter, collectively the "Fidelity Trademarks"), a copy of each of which is attached hereto as Exhibit "A"; and WHEREAS, FMR Corp. has granted a license to Fidelity (the "Master License Agreement") to sub-license the Fidelity Trademarks to third parties for their use in connection with Promotional Materials as hereinafter defined; and WHEREAS, Company is desirous of using the Fidelity Trademarks in connection with distribution of "sales literature and other promotional material" with information, including the Fidelity Trademarks, printed in said material (such material hereinafter called the Promotional Material). For the purpose of this Agreement, "sales literature and other promotional material" shall have the same meaning as in the certain Participation Agreement dated as of the 20 th day of July, 2001, among Fidelity, Company and the Variable Insurance Products Funds (hereinafter "Participation Agreement"); and WHEREAS, Fidelity is desirous of having the Fidelity Trademarks used in connection with the Promotional Material. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy whereof is hereby acknowledged, and of the mutual promises hereinafter set forth, the parties hereby agree as follows: 1. Fidelity hereby grants to Company a non-exclusive, non-transferable license to use the Fidelity Trademarks in connection with the promotional distribution of the Promotional Material and Company accepts said license, subject to the terms and conditions set forth herein. 2. Company acknowledges that FMR Corp. is the owner of all right, title and interest in the Fidelity Trademarks and agrees that it will do nothing inconsistent with the ownership of the Fidelity Trademarks by FMR Corp., and that it will not, now or hereinafter, contest any registration or application for registration of the Fidelity Trademarks by FMR Corp., nor will it, now or hereafter, aid anyone in contesting any registration or application for registration of the Fidelity Trademarks by FMR Corp. 1 3. Company agrees to use the Fidelity Trademarks only in the form and manner approved by Fidelity and not to use any other trademark, service mark or registered trademark in combination with any of the Fidelity Trademarks without approval by Fidelity. 4. Company agrees that it will place all necessary and proper notices and legends in order to protect the interests of FMR Corp. and Fidelity therein pertaining to the Fidelity Trademarks on the Promotional Material including, but not limited to, symbols indicating trademarks, service marks and registered trademarks. Company will place such symbols and legends on the Promotional Material as requested by Fidelity or FMR Corp. upon receipt of notice of same from Fidelity or FMR Corp. 5. Company agrees that the nature and quality of all of the Promotional Material distributed by Company bearing the Fidelity Trademarks shall conform to standards set by, and be under the control of, Fidelity. 6. Company agrees to cooperate with Fidelity in facilitating Fidelity's control of the use of the Fidelity Trademarks and of the quality of the Promotional Material to permit reasonable inspection of samples of same by Fidelity and to supply Fidelity with reasonable quantities of samples of the Promotional Material upon request. 7. Company shall comply with all applicable laws and regulations and obtain any and all licenses or other necessary permits pertaining to the distribution of said Promotional Material. 8. Company agrees to notify Fidelity of any unauthorized use of the Fidelity Trademarks by others promptly as it comes to the attention of Company. Fidelity or FMR Corp. shall have the sole right and discretion to commence actions or other proceedings for infringement, unfair competition or the like involving the Fidelity Trademarks and Company shall cooperate in any such proceedings if so requested by Fidelity or FMR Corp. 9. This agreement shall continue in force until terminated by Fidelity. This agreement shall automatically terminate upon termination of the Master License Agreement. In addition, Fidelity shall have the right to terminate this agreement at any time upon notice to Company, with or without cause. Upon any such termination, Company agrees to cease immediately all use of the Fidelity Trademarks and shall destroy, at Company's expense, any and all materials in its possession bearing the Fidelity Trademarks, and agrees that all rights in the Fidelity Trademarks and in the goodwill connected therewith shall remain the property of FMR Corp. Unless so terminated by Fidelity, or extended by written agreement of the parties, this agreement shall expire on the termination of that certain Participation Agreement. 10. Company shall indemnify Fidelity and FMR Corp. and hold each of them harmless from and against any loss, damage, liability, cost or expense of any nature whatsoever, including without limitation, reasonable attorneys' fees and all court costs, arising out of use of the Fidelity Trademarks by Company. 2 11. In consideration for the promotion and advertising of Fidelity as a result of the distribution by Company of the Promotional Material, Company shall not pay any monies as a royalty to Fidelity for this license. 12. This agreement is not intended in any manner to modify the terms and conditions of the Participation Agreement. In the event of any conflict between the terms and conditions herein and thereof, the terms and conditions of the Participation Agreement shall control. 13. This agreement shall be interpreted according to the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereunto set their hands and seals, and hereby execute this agreement, as of the date first above written. FIDELITY DISTRIBUTORS CORPORATION By: /s/Mike Kellogg --------------- Name: Mike Kellogg Title: Executive Vice President GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/Myles R. Tashman ------------------- Name: Myles R. Tashman Title: Executive Vice President 3 EXHIBIT A Int. Cl.: 36 Prior U.S. Cls.: 101 and 102 Reg. No. 1,481,040 United States Patent and Trademark Office Registered Mar. 15, 1988 - -------------------------------------------------------------------------------- SERVICE MARK PRINCIPAL REGISTER [LOGO] FIDELITY INVESTMENTS FMR CORP. (MASSACHUSETTS CORPORATION) FIRST USE 2-22-1984; IN COMMERCE 82 DEVONSHIRE STREET 2-22-1984. BOSTON, MA 02109, ASSIGNEE OF NO CLAIM IS MADE TO THE FIDELITY DISTRIBUTORS EXCLUSIVE RIGHT TO USE CORPORATION (MASSACHUSETTS "INVESTMENTS", APART FROM THE CORPORATION) BOSTON, MA 02109 MARK AS SHOWN. FOR: MUTUAL FUND AND STOCK SER.NO. 641,707, FILED 1-28-1987 BROKERAGE SERVICES, IN CLASS 36 (U.S. CLS. 101 AND 102) RUSS HERMAN, EXAMINING ATTORNEY 4 EX-99.B8Q 6 ingvit.txt ING VIT PARTICIPATION AGREE. PARTICIPATION AGREEMENT ----------------------- AMONG GOLDEN AMERICAN LIFE INSURANCE COMPANY, ING VARIABLE INSURANCE TRUST, ING MUTUAL FUNDS MANAGEMENT CO. LLC AND ING FUNDS DISTRIBUTOR, INC. THIS AGREEMENT, dated as of the 28th day of April 2000, by and among Golden American Life Insurance Company (the "Company"), a life insurance company organized under the laws of the State of Delaware, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), ING Variable Insurance Trust (the "Fund"), a management investment company and business trust organized under the laws of the State of Delaware, ING Mutual Funds Management Co. LLC (the "Adviser"), a limited liability company organized under the laws of the State of Delaware, and ING Funds Distributors, Inc. (the "Distributor"), a corporation organized under the laws of the State of Iowa. 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, Adviser and Distributor ("Participating Insurance Companies"); WHEREAS, the shares of beneficial interest of the Fund are divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; WHEREAS, the Fund has obtained, or will obtain before entering into a Participation Agreement with any other party, an order from the Securities and Exchange Commission (the "SEC") granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the "Mixed and Shared Funding Exemptive Order"), and the parties to this Agreement agree to comply with the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order to the extent applicable to each such party; 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 Designated Portfolios (as hereinafter defined) of the Fund, is duly registered as an investment adviser under the federal Investment Advisers Act of 1940, as amended; WHEREAS, the Company has registered or will register certain variable annuity contracts (the "Contracts") under the 1933 Act; WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by the Company under the insurance laws of the State of Delaware, to set aside and invest assets attributable to the Contracts; WHEREAS, the Company has registered the Account as a unit investment trust under the 1940 Act; 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 Distributor, which serves as distributor to the Fund, is registered as a broker dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed in Schedule B hereto, as it may be amended from time to time by mutual written agreement (the "Designated Portfolios") on behalf of the Account to fund the aforesaid Contracts, and the Distributor is authorized to sell such shares to the Account at net asset value; NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Adviser, and the Distributor agree as follows: ARTICLE I. Sale of Fund Shares ------------------- 1.1. The Fund agrees to sell to the Company those shares of the Designated Portfolios that each Account or the appropriate subaccount of each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern Time on the next following business day ("T+1"). "Business Day" will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC. 1.2. The Company will pay for Fund shares on T+1 that an order to purchase Fund shares is made in accordance with Section 1.1 above. Payment will be in federal funds transmitted by wire. This wire transfer will be initiated by 12:00 p.m. Eastern Time. 1.3. The Fund agrees to make shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the SEC and the Fund shall use reasonable efforts to calculate such net asset value on -2- each day the New York Stock Exchange is open for trading; provided, however, that the Board of Trustees of the Fund (the "Fund Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.4. On each Business Day on which the Fund calculates its net asset value, the Company will aggregate and calculate the net purchase or redemption orders for each Account or the appropriate subaccount of each Account maintained by the Fund in which contractowner assets are invested. Net orders will only reflect orders that the Company has received prior to the close of regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern Time) on that Business Day. Orders that the Company has received after the close of regular trading on the NYSE will be treated as though received on the next Business Day. Each communication of orders by the Company will constitute a representation that such orders were received by it prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act. Other procedures relating to the handling of orders will be in accordance with the prospectus and statement of information of the relevant Designated Portfolio or with oral or written instructions that the Distributor or the Fund will forward to the Company from time to time. 1.5. The Fund agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public except as set forth in this Section 1.5. 1.6. The Fund agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.6, the Company will be the designee of the Fund for receipt of requests for redemption from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Fund, provided the Fund receives notice of request for redemption by 10:00 a.m. Eastern Time on the next following Business Day. Payment will be in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company. The Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted by the 1940 Act. The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone will be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day. 1.7. The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. -3- 1.9. The Fund will furnish same day notice (by telecopier, followed by written confirmation) to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions. The Company reserves the right to revoke this election upon reasonable prior notice to the Fund and to receive all such dividends and distributions in cash. 1.10. The Fund will make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and will use its 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. 1.11. In the event adjustments are required to correct any error in the computation of the net asset value of the Fund's shares, the Fund or the Distributor will notify the Company as soon as practicable after discovering the need for those adjustments that result in an aggregate reimbursement of $150 or more to any one subaccount of each Account maintained by a Designated Portfolio unless notified otherwise by the Company (or, if greater, results in an adjustment of $10 or more to each contractowner's account). 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 Fund'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 or the Adviser) 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 Fund 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. 1.12. (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 1.5 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 and funding vehicles other than those listed on Schedule B to this Agreement may be available for the investment of the cash value of the Contracts. (b) The Company shall not, without prior notice to the Advisor and the Distributor (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 Advisor and the Distributor (unless otherwise required by applicable law), induce contractowners to change or modify the Fund or change the Fund's distributor or investment adviser. (d) The Company shall not, without prior notice to the Fund, induce contractowners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Fund Board. -4- ARTICLE II. Representations and Warranties ------------------------------ 2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including 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 as a separate account under applicable state law and has registered 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, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2. The Company represents that the Contracts are currently and at the time of issuance will be treated as endowment, annuity or life insurance contracts under applicable provisions of the Internal Revenue 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 that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3. The Company represents and warrants that it will not purchase shares of the Designated Portfolios with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4. The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding. The Fund will 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 will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5. The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) 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. 2.6. The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and the Distributor agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states. -5- 2.7. The Fund represents and warrants its Fund Board has formulated and approved a plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act. 2.8. The Distributor represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Act. 2.9. 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 applicable provisions of the 1940 Act. 2.10. The Distributor represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws. 2.11. The Fund and the Distributor represent and warrant that all of their trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and 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 minimal 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 includes coverage for larceny and embezzlement and is issued by a reputable bonding company. ARTICLE III. Prospectuses and Proxy Statements; Voting ----------------------------------------- 3.1. The Fund or the Distributor will provide the Company in conjunction with the Company's standard printing cycle, at the Company's expense, with as many copies of the current Fund prospectus for the Designated Portfolios as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund or the Distributor will provide the Company in conjunction with the Company's standard printing cycle, at the Company's expense, as many copies of said prospectus as necessary for distribution, at the Company's expense, to existing contractowners. The Fund or the Distributor will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund or the Distributor will provide such documentation, including a computer diskette or a final copy of a current prospectus set in type at the Fund's or Distributor's expense, and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the Fund's prospectus and the prospectuses of other mutual funds in which assets attributable to the Contracts may be invested printed together in one document. If in the event the Fund issues a new prospectus outside of the Company's standard printing cycle, then the Fund or the Distributor will provide the Company, at the Fund's or Distributor's expense, with as many copies of the current Fund prospectus for the Designated Portfolios as the Company may reasonably request for distribution, at the Company's expense, to existing and prospective contractowners and applicants. 3.2. The Fund or the Distributor will provide the Company, at the Company's expense, with as many copies of the statement of additional information as the Company may reasonably request for distribution, at the Company's expense, to prospective contractowners and applicants. The Fund or the Distributor will provide, at the Company's expense, as many copies of said statement of additional information as necessary for distribution, at the Company's expense, to any existing contractowner who requests such statement or whenever state or federal law otherwise requires that such statement be provided. The Fund or the Distributor will provide the copies of said statement of additional information -6- to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund or the Distributor will provide such documentation, including a computer diskette or a final copy of a current statement of additional information set in type at the Fund's or Distributor's expense. 3.3. The Fund or the Distributor, at the Fund's or its affiliate's expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing contractowners and tabulate the votes. 3.4. If and to the extent required by law the Company will: (a) solicit voting instructions from contractowners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from contractowners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company's contractowners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contractowners. Except as set forth above, the Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that each of its separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order. 3.5. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto. ARTICLE IV. Sales Material and Information ------------------------------ 4.1. The Distributor will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains a subaccount of the Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Fund) periods. The Company may, based on the SEC mandated information supplied by the Distributor, prepare communications for contractowners ("Contractowner Materials"). The Company will provide copies of all Contractowner Materials concurrently with their first use for the Distributor's internal recordkeeping purposes. It is understood that neither the Distributor nor any Designated Portfolio will be responsible for errors or omissions in, or the content of, Contractowner Materials except to the extent that the error or omission resulted from information provided by or on behalf of the Distributor or the Designated Portfolio. Any printed -7- information that is furnished to the Company pursuant to this Agreement other than each Designated Portfolio's prospectus or statement of additional information (or information supplemental thereto), periodic reports and proxy solicitation materials is the Distributor's sole responsibility and not the responsibility of any Designated Portfolio or the Fund. The Company agrees that the Portfolios, the shareholders of the Portfolios and the officers and governing Board of the Fund will have no liability or responsibility to the Company in these respects. 4.2. The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or statement of additional information for Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Distributor for distribution, or in sales literature or other material provided by the Fund, Adviser or by the Distributor, except with permission of the Distributor. Any piece of sales literature or other promotional material intended to be used by the Company which requires the permission of the Distributor prior to use will be furnished by Company to the Distributor, or its designee, at least ten (10) business days prior to its use. No such material will be used if the Distributor reasonably objects to such use within five (5) business days after receipt of such material. Nothing in this Section 4.2 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund. 4.3. The Fund, the Adviser or the Distributor will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least ten (10) business days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) business days after receipt of such material. 4.4. The Fund, the Adviser and the Distributor will not give any information or make any representations or statements 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, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to contractowners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 4.5. The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, contemporaneously with the filing of such document with the SEC, the NASD or other regulatory authority. 4.6. The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, 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 each Account, contemporaneously with the filing of such document with the SEC, the NASD or other regulatory authority. -8- 4.7. 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, (e.g., on-line networks such as the Internet or other electronic messages), 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 advertisements, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. 4.8. The Fund and the Distributor hereby consent to the Company's use of the names ING Mutual Funds Management Co. LLC, ING Variable Insurance Trust, the portfolio names designated on Schedule B or other designated names as may be used from time to time in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will terminate with the termination of this Agreement. ARTICLE V. Fees and Expenses ----------------- 5.1. The Fund, the Adviser and the Distributor will pay no fee or other compensation to the Company under this Agreement except pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses. The Fund may make Rule 12b-1 payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing. 5.2. All expenses incident to performance by the Fund of this Agreement will be paid by the Fund to the extent permitted by law. The Fund will bear the expenses for the cost of registration and qualification of the Fund's shares; preparation and filing of the Fund's prospectus, statement of additional information and registration statement, proxy materials and reports; setting in type and printing proxy materials and reports by it to contractowners (including the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Fund's shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III of this Agreement. ARTICLE VI. Diversification and Qualification --------------------------------- 6.1. The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. 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 1.817-5. 6.2. The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such -9- qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 6.3. The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor 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 Internal Revenue Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. ARTICLE VII. Potential Conflicts ------------------- 7.1. The Fund Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contractowners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contractowners; or (f) a decision by an insurer to disregard the voting instructions of contractowners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. The Company will report any potential or existing conflicts of which it is aware to the Fund Board. The Company will assist the Fund Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contractowner voting instructions are disregarded. 7.3. If it is determined by a majority of the Fund 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 Fund Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (a) 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 contractowners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contractowners, life insurance contractowners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contractowners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account. -10- 7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard contractowner 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 Fund Board. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Fund Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Fund Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Fund Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Fund 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 Fund Board. 7.7. If and to the extent the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the -11- 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 ------------------------------ (a) The Company agrees to indemnify and hold harmless the Fund, the Adviser, the Distributor, and each person, if any, who controls or is associated with the Fund, the Adviser or the Distributor within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (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: (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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 or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will 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 written information furnished to the Company by the Fund, the Adviser or the Distributor for use in the registration statement, prospectus or statement of additional information 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 (2) arise out of or as a result of statements or representations by or on behalf of the Company or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or persons under its control; or (4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or -12- (5) arise out of 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 by the Company of this Agreement; except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.1(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities 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, the Fund and the Distributor ------------------------------------------------------------ (a) The Adviser, the Fund and the Distributor, in each case solely to the extent relating to such party's responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (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: (1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material 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 or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will 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, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or as a result of statements or representations or wrongful conduct of the Adviser, the Fund or the Distributor or persons under the control of the Adviser, the Fund or the Distributor respectively, with respect to the sale of the Fund shares; or -13- (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, statement of additional information or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Adviser, the Fund or the Distributor or persons under the control of the Adviser, the Fund or the Distributor; or (4) arise as a result of any failure by the Fund, the Adviser or the Distributor 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 requirements and procedures related thereto specified in Article VI of this Agreement); or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Fund or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser, the Fund or the Distributor; except to the extent provided in Sections 8.2(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Fund, Adviser or the Distributor otherwise may have. (b) No party will be entitled to indemnification under Section 8.2(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification. (c) The Indemnified Parties will promptly notify the Adviser, the Fund and the Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the account. 8.3. Indemnification Procedure ------------------------- Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the -14- Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party 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, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement. 8.4 DISTRIBUTOR LIMITATION ON LIABILITY. Notwithstanding the foregoing, the Distributor shall not be liable to any party to this Agreement for lost profits, punitive, special, incidental, indirect or consequential damages. 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, 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 will terminate: (a) at the option of any party, with or without cause, with respect to some or all of the Designated Portfolios, upon sixty (60) days' advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or (b) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or -15- (c) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio 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 Company; or (d) at the option of the Fund, upon receipt of the Fund's written notice by the other parties, upon institution of formal proceedings against the Company by the NASD, the SEC, the insurance commission 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 administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company's ability to perform its obligations under this Agreement; or (e) at the option of the Company, upon receipt of the Company's written notice by the other parties, upon institution of formal proceedings against the Fund, Adviser or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund's or the Distributor's ability to perform its obligations under this Agreement; or (f) at the option of the Company, upon receipt of the Company's written notice by the other parties, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that the Fund may fail to so qualify; or (g) at the option of the Company, upon receipt of the Company's written notice by the other parties, with respect to any Designated Portfolio if the Fund fails to meet the diversification requirements specified in Article VI hereof or if the Company reasonably and in good faith believes the Fund may fail to meet such requirements; or (h) 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; or (i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund, the Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (j) at the option of the Fund or the Distributor, if the Fund or the Distributor respectively, determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or -16- (k) at the option of the Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Designated Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as the underlying investment media. The Company will give sixty (60) days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or (l) at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (1) all contractowners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article VII of this Agreement; or (m) at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law. Termination will be effective immediately upon such occurrence without notice. 10.2. NOTICE REQUIREMENT. No termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination. 10.3. EFFECT OF TERMINATION. Notwithstanding any termination of this Agreement, the Fund and the Distributor will, 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.") . Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Portfolios (as in effect on such date), redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts. 10.4. SURVIVING PROVISIONS. Notwithstanding any termination of this Agreement, each party's obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, each party's obligations under Section 12.7 will survive and not be affected by any termination of this Agreement. Finally, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement. ARTICLE XI. Notices ------- 11.1. 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: ING Variable Insurance Trust c/o Louis Citron 1475 Dunwoody Drive West Chester, PA 19380 If to the Company: Golden American Life Insurance Company c/o Myles Tashman -17- Executive Vice President and General Counsel 1475 Dunwoody Drive West Chester, PA 19380 If to Adviser: ING Mutual Funds Management Co. LLC c/o Louis Citron 1475 Dunwoody Drive West Chester, PA 19380 If to Distributor: ING Funds Distributor, Inc c/o Donald Brostrom 1475 Dunwoody Drive West Chester, PA 19380 ARTICLE XII. Miscellaneous ------------- 12.1. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the directors, trustees, officers, partners, employees, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. No Portfolio or series of the Fund will be liable for the obligations or liabilities of any other Portfolio or series. 12.2. The Fund, the Adviser and the Distributor acknowledge that the identities of the customers of the Company or any of its affiliates, except for customers of the Adviser or its 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, the Adviser 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, the Adviser or the Distributor from information supplied to them by the Company Protected Parties' customers who also maintain accounts directly with the Fund, the Adviser or the Distributor, the Fund, the Adviser 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 required by law or judicial process. The Company acknowledges that the identities of the customers of the Fund, the Adviser, the Distributor or any of their affiliates (collectively the "Adviser 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 Adviser Protected Parties or any of their employees or agents in connection with the Fund's, the Adviser's or the Distributor's performance of their respective duties under this Agreement are the valuable property of the Adviser 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 Adviser Protected Parties' customers, or any other information or property of the Adviser 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 Adviser 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 property except: (a) with the Fund's, the Adviser's or the Distributor's prior written -18- 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 will constitute one and the same instrument. 12.5. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby. 12.6. This Agreement will not be assigned by any party hereto without the prior written consent of all the parties. 12.7. Each party to this Agreement will maintain all records required by law, including records detailing the services it provides. Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder. Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and will permit each other and 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. Upon request by the Fund or the Distributor, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Fund or the Distributor, as the case may be. The Fund agrees that the Company will have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department. Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner. This provision will survive termination of this Agreement. 12.8. Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms. 12.9. The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Fund or other applicable terms of this Agreement. 12.10. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights. 12.11. The names "ING Variable Insurance Trust" and "Trustees of ING Variable Insurance Trust" refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated July 15, 1999 which is hereby referred to and a copy of which is at the principal office of the Fund. The obligations of "ING Variable -19- Insurance Trust" entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders, or representatives of the Fund personally, but bind only the Trust Property, and all persons dealing with any class of Shares of the Fund must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Fund. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below: GOLDEN AMERICAN LIFE INSURANCE COMPANY: By: /s/ David L. Jacobson ------------------------------------ Title: Senior Vice President --------------------------------- Date: April 25, 2000 ---------------------------------- ING VARIABLE INSURANCE TRUST: By: /s/ Louis S. Citron ------------------------------------ Title: Vice President --------------------------------- Date: April 25, 2000 ---------------------------------- ING MUTUAL FUNDS MANAGEMENT CO. LLC : By: /s/ Louis S. Citron ------------------------------------ Title: Senior Vice President and General Counsel --------------------------------- Date: April 25, 2000 ---------------------------------- ING FUNDS DISTRIBUTOR, Inc. By: /s/ Donald E. Brostrom ------------------------------------ Title: Chief Financial Officer and Treasurer --------------------------------- Date: April 25, 2000 ---------------------------------- -20- SCHEDULE A GOLDEN AMERICAN LIFE INSURANCE COMPANY CONTRACTS AND SEPARATE ACCOUNT(S) CONTRACT(S): Deferred Combination Variable and Fixed Annuity Contracts SEPARATE ACCOUNT(S): Separate Account B of Golden American Life Insurance Company SCHEDULE B ING VARIABLE INSURANCE TRUST DESIGNATED PORTFOLIOS PORTFOLIOS: ING International Equity Fund ING Global Brand Names Fund Schedule Date: April 28, 2000 -21- EX-99.B8R 7 aim.txt AIM PARTICIPATION AGREE PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, INC., GOLDEN AMERICAN LIFE INSURANCE COMPANY ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND DIRECTED SERVICES, INC. TABLE OF CONTENTS DESCRIPTION PAGE - ----------- ---- Section 1. Available Funds....................................................2 1.1 Availability.......................................................2 1.2 Addition, Deletion or Modification of Funds........................2 1.3 No Sales to the General Public.....................................2 Section 2. Processing Transactions............................................2 2.1 Timely Pricing and Orders..........................................2 2.2 Timely Payments....................................................3 2.3 Applicable Price...................................................3 2.4 Dividends and Distributions........................................4 2.5 Book Entry.........................................................4 Section 3. Costs and Expenses.................................................4 3.1 General............................................................4 3.2 Registration.......................................................4 3.3 Other (Non-Sales-Related)..........................................5 3.4 Other (Sales-Related)..............................................5 3.5 Parties To Cooperate...............................................5 Section 4. Legal Compliance...................................................5 4.1 Tax Laws...........................................................5 4.2 Insurance and Certain Other Laws...................................8 4.3 Securities Laws....................................................8 4.4 Notice of Certain Proceedings and Other Circumstances..............9 4.5 LIFE COMPANY To Provide Documents; Information About AVIF.........10 4.6 AVIF To Provide Documents; Information About LIFE COMPANY.........11 Section 5. Mixed and Shared Funding..........................................12 5.1 General...........................................................12 5.2 Disinterested Directors...........................................13 5.3 Monitoring for Material Irreconcilable Conflicts..................13 5.4 Conflict Remedies.................................................14 5.5 Notice to LIFE COMPANY ...........................................15 5.6 Information Requested by Board of Directors.......................15 5.7 Compliance with SEC Rules.........................................15 5.8 Other Requirements................................................16 Section 6. Termination.......................................................16 6.1 Events of Termination.............................................16 6.2 Notice Requirement for Termination................................17 i 6.3 Funds To Remain Available.........................................17 6.4 Survival of Warranties and Indemnifications.......................18 6.5 Continuance of Agreement for Certain Purposes.....................18 Section 7. Parties To Cooperate Respecting Termination.......................18 Section 8. Assignment........................................................18 Section 9. Notices...........................................................18 Section 10. Voting Procedures.................................................19 Section 11. Foreign Tax Credits...............................................20 Section 12. Indemnification...................................................20 12.1 Of AVIF by LIFE COMPANY and DSI...................................20 12.2 Of LIFE COMPANY and DSI by AVIF...................................22 12.3 Effect of Notice..................................................25 12.4 Successors........................................................25 Section 13. Applicable Law....................................................25 Section 14. Execution in Counterparts.........................................25 Section 15. Severability......................................................25 Section 16. Rights Cumulative.................................................25 Section 17. Headings..........................................................25 Section 18. Confidentiality...................................................26 Section 19. Trademarks and Fund Names.........................................26 Section 20. Parties to Cooperate..............................................27 ii PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into as of the 13TH day of July, 2001 ("Agreement"), by and among AIM Variable Insurance Funds, Inc., a Maryland corporation ("AVIF"); Golden American Life Insurance Company, a Delaware life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Directed Services, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts ("DSI") (collectively, the "Parties"). WITNESSETH THAT: WHEREAS, AVIF is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, AVIF currently consists of nine separate series ("Series"), shares ("Shares") of each of which are registered under the Securities Act of 1933, as amended (the "1933 Act") and are currently sold to one or more separate accounts of life insurance companies to fund benefits under variable annuity contracts and variable life insurance contracts; and WHEREAS, AVIF will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a "Fund"; reference herein to "AVIF" includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and WHEREAS, LIFE COMPANY will be the issuer of certain variable annuity contracts and variable life insurance contracts ("Contracts") as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the "Contracts"), if required by applicable law, will be registered under the 1933 Act; and WHEREAS, LIFE COMPANY will fund the Contracts through the Accounts, each of which may be divided into two or more subaccounts ("Subaccounts"; reference herein to an "Account" includes reference to each Subaccount thereof to the extent the context requires); and WHEREAS, LIFE COMPANY will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the Contracts; and 1 WHEREAS, DSI is a broker-dealer registered with the SEC under the Securities Exchange Act of 1934 ("1934 Act") and a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"); NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows: SECTION 1. AVAILABLE FUNDS -------------------------- 1.1 AVAILABILITY. ------------- AVIF will make Shares of each Fund available to LIFE COMPANY for purchase and redemption at net asset value and with no sales charges, subject to the terms and conditions of this Agreement. The Board of Directors of AVIF may refuse to sell Shares of any Fund to any 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 or if, in the sole discretion of the Directors acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, such action is deemed in the best interests of the shareholders of such Fund. 1.2 ADDITION, DELETION OR MODIFICATION OF FUNDS. -------------------------------------------- The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof. 1.3 NO SALES TO THE GENERAL PUBLIC. ------------------------------- AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public. SECTION 2. PROCESSING TRANSACTIONS ---------------------------------- 2.1 TIMELY PRICING AND ORDERS. -------------------------- (a) AVIF or its designated agent will use its best efforts to provide LIFE COMPANY with the net asset value per Share for each Fund by 5:30 p.m. Central Time on each Business Day. As used herein, "Business Day" shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Fund's net asset value, and (iii) LIFE COMPANY is open for business. 2 (b) LIFE COMPANY will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. LIFE COMPANY will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with AVIF by 9:00 a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to LIFE COMPANY in the event that AVIF is unable to meet the 5:30 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to LIFE COMPANY. (c) With respect to payment of the purchase price by LIFE COMPANY and of redemption proceeds by AVIF, LIFE COMPANY and AVIF shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment per Fund in accordance with Section 2.2, below. (d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), LIFE COMPANY shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. 2.2 TIMELY PAYMENTS. ---------------- LIFE COMPANY will wire payment for net purchases to a custodial account designated by AVIF by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by LIFE COMPANY by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable LIFE COMPANY to pay redemption proceeds within the time specified in Section 22(e) of the 1940 Act or such shorter period of time as may be required by law. 2.3 APPLICABLE PRICE. ----------------- (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. 3 (b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable. 2.4 DIVIDENDS AND DISTRIBUTIONS. ---------------------------- AVIF will furnish notice by wire or telephone (followed by written confirmation) on or prior to the payment date to LIFE COMPANY of any income dividends or capital gain distributions payable on the Shares of any Fund. LIFE COMPANY hereby elects to reinvest all dividends and capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date net asset values until LIFE COMPANY otherwise notifies AVIF in writing, it being agreed by the Parties that the ex-dividend date and the payment date with respect to any dividend or distribution will be the same Business Day. LIFE COMPANY reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. 2.5 BOOK ENTRY. ----------- Issuance and transfer of AVIF Shares will be by book entry only. Stock certificates will not be issued to LIFE COMPANY. Shares ordered from AVIF will be recorded in an appropriate title for LIFE COMPANY, on behalf of its Account. SECTION 3. COSTS AND EXPENSES ----------------------------- 3.1 GENERAL. -------- Except as otherwise specifically provided herein, each Party will bear all expenses incident to its performance under this Agreement. 3.2 REGISTRATION. ------------- (a) AVIF will bear the cost of its registering as a management investment company under the 1940 Act and registering its Shares under the 1933 Act, and keeping such registrations current and effective; including, without limitation, the preparation of and filing with the SEC of Forms N-SAR and Rule 24f-2 Notices with respect to AVIF and its Shares and payment of all applicable registration or filing fees with respect to any of the foregoing. (b) LIFE COMPANY will bear the cost of registering, to the extent required, each Account as a unit investment trust under the 1940 Act and registering units of interest under the Contracts under the 1933 Act and keeping such registrations current and effective; including, without limitation, the preparation and filing with the SEC of Forms N-SAR and Rule 24f-2 Notices with respect to each Account and its units of interest and payment of all applicable registration or filing fees with respect to any of the foregoing. 3.3 OTHER (NON-SALES-RELATED). -------------------------- 4 (a) AVIF will bear, or arrange for others to bear, the costs of preparing, filing with the SEC and setting for printing AVIF's prospectus, statement of additional information and any amendments or supplements thereto (collectively, the "AVIF Prospectus"), periodic reports to shareholders, AVIF proxy material and other shareholder communications. (b) LIFE COMPANY will bear the costs of preparing, filing with the SEC and setting for printing each Account's prospectus, statement of additional information and any amendments or supplements thereto (collectively, the "Account Prospectus"), any periodic reports to Contract owners, annuitants, insureds or participants (as appropriate) under the Contracts (collectively, "Participants"), voting instruction solicitation material, and other Participant communications. (c) LIFE COMPANY will print in quantity and deliver to existing Participants the documents described in Section 3.3(b) above and the prospectus provided by AVIF in camera ready form. AVIF will print the AVIF statement of additional information, proxy materials relating to AVIF and periodic reports of AVIF. 3.4 OTHER (SALES-RELATED). ---------------------- LIFE COMPANY will bear the expenses of distribution. These expenses would include by way of illustration, but are not limited to, the costs of distributing to Participants the following documents, whether they relate to the Account or AVIF: prospectuses, statements of additional information, proxy materials and periodic reports. These costs would also include the costs of preparing, printing, and distributing sales literature and advertising relating to the Funds, as well as filing such materials with, and obtaining approval from, the SEC, the NASD, any state insurance regulatory authority, and any other appropriate regulatory authority, to the extent required. 3.5 PARTIES TO COOPERATE. --------------------- Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts. SECTION 4. LEGAL COMPLIANCE --------------------------- 4.1 TAX LAWS. --------- (a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify LIFE COMPANY immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. (b) AVIF represents that it will use its best efforts to comply and to maintain each Fund's compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify LIFE COMPANY immediately 5 upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code. (c) LIFE COMPANY agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of LIFE COMPANY or, to LIFE COMPANY"s knowledge, of any Participant, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or LIFE COMPANY otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure: (i) LIFE COMPANY shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); (ii) LIFE COMPANY shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) LIFE COMPANY shall use its best efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; (iv) LIFE COMPANY shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that LIFE COMPANY will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; (v) any written materials to be submitted by LIFE COMPANY to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by LIFE COMPANY to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by LIFE COMPANY to any such person without the express written consent of AVIF which shall not be unreasonably withheld; 6 (vi) LIFE COMPANY shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of LIFE COMPANY) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; (vii) LIFE COMPANY shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that LIFE COMPANY shall not be required, after exhausting all administrative penalties, to appeal any adverse judicial decision unless AVIF or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne equally by the Parties hereto; and (viii) AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if LIFE COMPANY fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, LIFE COMPANY may, in its discretion, authorize AVIF or its affiliates to act in the name of LIFE COMPANY in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall LIFE COMPANY have any liability resulting from AVIF's refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term "affiliates" shall have the same meaning as "affiliated person" as defined in Section 2(a)(3) of the 1940 Act. (d) LIFE COMPANY represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; LIFE COMPANY will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future. (e) LIFE COMPANY represents and warrants that each Account is a "segregated asset account" and that interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract," within the meaning of such terms under Section 817 of the Code 7 and the regulations thereunder. LIFE COMPANY will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 4.2 INSURANCE AND CERTAIN OTHER LAWS. --------------------------------- (a) AVIF will use its best efforts to comply with any applicable state insurance laws or regulations, to the extent specifically requested in writing by LIFE COMPANY, including, the furnishing of information not otherwise available to LIFE COMPANY which is required by state insurance law to enable LIFE COMPANY to obtain the authority needed to issue the Contracts in any applicable state. (b) LIFE COMPANY represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of Colorado and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains each Account as a segregated asset account under Section 10-7-402 of the Colorado Insurance Law and the regulations thereunder, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations. (c) AVIF represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement. 4.3 SECURITIES LAWS. ---------------- (a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts are or will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and Colorado law, (iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account's 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (b) AVIF represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Maryland law, (ii) AVIF is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF will amend the registration statement for its 8 Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIF's 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIF"s Prospectus will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (c) AVIF will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF. (d) AVIF currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, AVIF undertakes to have its Board of Directors, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (e) AVIF represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and 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 minimal 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 includes coverage for larceny and embezzlement and is issued by a reputable bonding company. 4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES. ------------------------------------------------------ (a) AVIF will immediately notify LIFE COMPANY of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIF's registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIF's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY. AVIF will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. (b) LIFE COMPANY will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Account's 9 interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. LIFE COMPANY will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time. 4.5 LIFE COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT AVIF. ---------------------------------------------------------- (a) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities. (b) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates A I M as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to LIFE COMPANY in the manner required by Section 9 hereof. (c) Neither LIFE COMPANY nor any of its affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF Prospectus contained therein, relating to Shares, as such registration statement and AVIF Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF; or (iii) in published reports for AVIF that are in the public domain and approved by AVIF for distribution; or (iv) in sales literature or other promotional material approved by AVIF, except with the express written permission of AVIF. (d) LIFE COMPANY shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and neither AVIF nor any of its affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. (e) For the purposes of this Section 4.5, 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, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, 10 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 agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. 4.6 AVIF TO PROVIDE DOCUMENTS; INFORMATION ABOUT LIFE COMPANY. ---------------------------------------------------------- (a) AVIF will provide to LIFE COMPANY at least one (1) complete copy of all SEC registration statements, AVIF Prospectuses, reports, any preliminary and final proxy material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to AVIF or the Shares of a Fund, contemporaneously with the filing of such document with the SEC or other regulatory authorities. (b) AVIF will provide to LIFE COMPANY camera ready or computer diskette copies of all AVIF prospectuses and printed copies, in an amount specified by LIFE COMPANY, of AVIF statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to LIFE COMPANY in a timely manner so as to enable LIFE COMPANY, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants. (c) AVIF will provide to LIFE COMPANY or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which LIFE COMPANY, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if LIFE COMPANY or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. LIFE COMPANY shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof. (d) Neither AVIF nor any of its affiliates will give any information or make any representations or statements on behalf of or concerning LIFE COMPANY, each Account, or the Contracts other than (i) the information or representations contained in the registration statement, including each Account Prospectus contained therein, relating to the Contracts, as such registration statement and Account Prospectus may be amended from time to time; or (ii) in published reports for the Account or the Contracts that are in the public domain and approved by LIFE COMPANY for distribution; or (iii) in sales literature or other promotional material approved by LIFE COMPANY or its affiliates, except with the express written permission of LIFE COMPANY. (e) AVIF shall cause its principal underwriter to adopt and implement procedures reasonably designed to ensure that information concerning LIFE COMPANY, and its respective affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) ("broker only materials") is so used, and neither LIFE 11 COMPANY, nor any of its respective affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials. (f) For purposes of this Section 4.6, 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, (e.g., on-line networks such as the Internet or other electronic messages), 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 agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. SECTION 5. MIXED AND SHARED FUNDING ----------------------------------- 5.1 GENERAL. -------- The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with LIFE COMPANY, and trustees of qualified pension and retirement plans (collectively, "Mixed and Shared Funding"). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply pursuant to such an exemptive order granted to AVIF. AVIF hereby notifies LIFE COMPANY that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding. 5.2 DISINTERESTED DIRECTORS. ------------------------ AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the Rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application. 12 5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS. ------------------------------------------------- AVIF agrees that its Board of Directors will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF ("Participating Insurance Companies"), including each Account, and participants in all qualified retirement and pension plans investing in AVIF ("Participating Plans"). LIFE COMPANY agrees to inform the Board of Directors of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a "material irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation: (a) an action by any state insurance or other 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 Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or (g) a decision by a Participating Plan to disregard the voting instructions of Plan participants. Consistent with the SEC's requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, LIFE COMPANY will assist the Board of Directors in carrying out its responsibilities by providing the Board of Directors with all information reasonably necessary for the Board of Directors to consider any issue raised, including information as to a decision by LIFE COMPANY to disregard voting instructions of Participants. 5.4 CONFLICT REMEDIES. ------------------ (a) It is agreed that if it is determined by a majority of the members of the Board of Directors or a majority of the Disinterested Directors that a material irreconcilable conflict exists, LIFE COMPANY will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Directors), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to: (i) withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including 13 another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and (ii) establishing a new registered investment company of the type defined as a "management company" in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. (b) If the material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at AVIF's election, to withdraw each Account's investment in AVIF or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF gives notice to LIFE COMPANY that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. (c) If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to LIFE COMPANY conflicts with the majority of other state regulators, then LIFE COMPANY will withdraw each Account's investment in AVIF within six (6) months after AVIF's Board of Directors informs LIFE COMPANY that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by LIFE COMPANY for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal. (d) LIFE COMPANY agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Participants. (e) For purposes hereof, a majority of the Disinterested Directors will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. LIFE COMPANY will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict. 5.5 NOTICE TO LIFE COMPANY. ---------------------- AVIF will promptly make known in writing to LIFE COMPANY the Board of Directors' determination of the existence of a material irreconcilable conflict, a description of the facts that give rise to such conflict and the implications of such conflict. 14 5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS. -------------------------------------------- LIFE COMPANY and AVIF (or its investment adviser) will at least annually submit to the Board of Directors of AVIF such reports, materials or data as the Board of Directors may reasonably request so that the Board of Directors may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board of Directors. All reports received by the Board of Directors of potential or existing conflicts, and all Board of Directors actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board of Directors or other appropriate records, and such minutes or other records will be made available to the SEC upon request. 5.7 COMPLIANCE WITH SEC RULES. -------------------------- If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable. 5.8 OTHER REQUIREMENTS. ------------------- AVIF will require that each Participating Insurance Company and Participating Plan enter into an agreement with AVIF that contains in substance the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b), 4.5(a), 5, and 10 of this Agreement. SECTION 6. TERMINATION ---------------------- 6.1 EVENTS OF TERMINATION. ---------------------- Subject to Section 6.4 below, this Agreement will terminate as to a Fund: (a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or (b) at the option of AVIF upon institution of formal proceedings against LIFE COMPANY or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding LIFE COMPANY's obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be 15 based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or (c) at the option of LIFE COMPANY upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIF's obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, LIFE COMPANY reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on LIFE COMPANY, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or (d) at the option of any Party in the event that (i) the Fund's Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by LIFE COMPANY; or (e) upon termination of the corresponding Subaccount's investment in the Fund pursuant to Section 5 hereof; or (f) at the option of LIFE COMPANY if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so qualify; or (g) at the option of LIFE COMPANY if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if LIFE COMPANY reasonably believes that the Fund may fail to so comply; or (h) at the option of AVIF if the Contracts issued by LIFE COMPANY cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Fund's noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or (i) upon another Party's material breach of any provision of this Agreement. 6.2 NOTICE REQUIREMENT FOR TERMINATION. ----------------------------------- No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore: (a) in the event that any termination is based upon the provisions of Sections 6.1(a) or 6.1(e) hereof, such prior written notice shall be given at least six (6) months in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; 16 (b) in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and (c) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required. 6.3 FUNDS TO REMAIN AVAILABLE. -------------------------- Notwithstanding any termination of this Agreement, AVIF will, at the option of LIFE 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."). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement. 6.4 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS. -------------------------------------------- All warranties and indemnifications will survive the termination of this Agreement. 6.5 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES. ---------------------------------------------- If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i). SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION ------------------------------------------------------ The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund. 17 SECTION 8. ASSIGNMENT --------------------- This Agreement may not be assigned by any Party, except with the written consent of each other Party. SECTION 9. NOTICES ------------------ Notices and communications required or permitted by Section 9 hereof will be given by means mutually acceptable to the Parties concerned. Each other notice or communication required or permitted by this Agreement will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing: AIM VARIABLE INSURANCE FUNDS 11 Greenway Plaza, Suite 100 Houston, Texas 77046 Facsimile: (713) 993-9185 Attn: Nancy L. Martin, Esq. GOLDEN AMERICAN LIFE INSURANCE COMPANY 1475 Dunwoody Drive West Chester PA 19380 Facsimile: 610-425-3520 Attn: Myles R. Tashman Executive Vice President DIRECTED SERVICES, INC. 1475 Dunwoody Drive West Chester PA 19380 Facsimile: 610-425-3520 Attn: Myles R. Tashman Executive Vice President SECTION 10. VOTING PROCEDURES ----------------------------- Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE 18 COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC"s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto. SECTION 11. FOREIGN TAX CREDITS ------------------------------- AVIF agrees to consult in advance with LIFE COMPANY concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders. SECTION 12. INDEMNIFICATION --------------------------- 12.1 OF AVIF BY LIFE COMPANY AND DSI. ------------------------------- (a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, LIFE COMPANY and DSI agree to indemnify and hold harmless AVIF, its affiliates, and each person, if any, who controls AVIF or its affiliates within the meaning of Section 15 of the 1933 Act and each of their respective directors and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of LIFE COMPANY and DSI) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions: 19 (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising 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 LIFE COMPANY or DSI by or on behalf of AVIF for use in any Account's 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or (ii) arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of LIFE COMPANY, DSI or their respective affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of LIFE COMPANY, DSI or their respective affiliates or persons under their control (including, without limitation, their employees and "Associated Persons," as that term is defined in paragraph (m) of Article I of the NASD's By-Laws), in connection with the sale or distribution of the Contracts or Shares; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, 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 and in conformity with information furnished to AVIF or its affiliates by or on behalf of LIFE COMPANY, DSI or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing; or (iv) arise as a result of any failure by LIFE COMPANY or DSI to perform the obligations, provide the services and furnish the materials required of them under the terms of this Agreement, or any material breach of any representation and/or warranty made by LIFE COMPANY or DSI in this Agreement or arise out of or result from any other material breach of this Agreement by LIFE COMPANY or DSI; or 20 (v) arise as a result of failure by the Contracts issued by LIFE COMPANY to qualify as annuity contracts or life insurance contracts under the Code, otherwise than by reason of any Fund's failure to comply with Subchapter M or Section 817(h) of the Code. (b) Neither LIFE COMPANY nor DSI shall be liable under this Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Party's reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF. (c) Neither LIFE COMPANY nor DSI shall be liable under this Section 12.1 with respect to any action against an Indemnified Party unless AVIF shall have notified LIFE COMPANY and DSI in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action 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 LIFE COMPANY and DSI of any such action shall not relieve LIFE COMPANY and DSI from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, LIFE COMPANY and DSI shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from LIFE COMPANY or DSI to such Indemnified Party of LIFE COMPANY"s or DSI's election to assume the defense thereof, the Indemnified Party will cooperate fully with LIFE COMPANY and DSI and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor DSI will 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. 12.2 OF LIFE COMPANY AND DSI BY AVIF. -------------------------------- (a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF agrees to indemnify and hold harmless LIFE COMPANY, DSI, their respective affiliates, and each person, if any, who controls LIFE COMPANY, DSI or their respective affiliates within the meaning of Section 15 of the 1933 Act and each of their respective directors and officers, (collectively, the "Indemnified Parties" for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF ) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIF's 1933 Act registration statement, AVIF Prospectus or sales literature or advertising of AVIF (or any amendment or 21 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 AVIF or its affiliates by or on behalf of LIFE COMPANY, DSI or their respective affiliates for use in AVIF's 1933 Act registration statement, AVIF Prospectus, or in sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or (ii) arise out of or as a result of any other statements or representations (other than statements or representations contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF or its affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF or its affiliates or persons under its control (including, without limitation, their employees and "Associated Persons" as that Term is defined in Section (n) of Article 1 of the NASD By-Laws), in connection with the sale or distribution of AVIF Shares; or (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, 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 statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY, DSI or their respective affiliates by or on behalf of AVIF for use in any Account's 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or (iv) arise as a result of any failure by AVIF to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement, or any material breach of any representation and/or warranty made by AVIF in this Agreement or arise out of or result from any other material breach of this Agreement by AVIF. (b) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e) hereof, AVIF agrees to indemnify and hold harmless the Indemnified Parties from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement thereof with, the written consent of AVIF) or actions in respect thereof (including, to the extent reasonable, legal and other expenses) to which the Indemnified Parties may become subject directly or indirectly under any statute, at 22 common law or otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly result from or arise out of the failure of any Fund to operate as a regulated investment company in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h) of the Code and regulations thereunder, including, without limitation, any income taxes and related penalties, rescission charges, liability under state law to Participants asserting liability against LIFE COMPANY pursuant to the Contracts, the costs of any ruling and closing agreement or other settlement with the IRS, and the cost of any substitution by LIFE COMPANY of Shares of another investment company or portfolio for those of any adversely affected Fund as a funding medium for each Account that LIFE COMPANY reasonably deems necessary or appropriate as a result of the noncompliance. (c) AVIF shall not be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Party's reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to LIFE COMPANY, DSI, each Account or Participants. (d) AVIF shall not be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action 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 AVIF of any such action shall not relieve AVIF from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF to such Indemnified Party of AVIF's election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and shall bear the fees and expenses of any additional counsel retained by it, and AVIF 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. (e) In no event shall AVIF be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, LIFE COMPANY, DSI or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by LIFE COMPANY or DSI hereunder or by any Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by LIFE COMPANY or any Participating Insurance Company to maintain its variable annuity or life 23 insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code. 12.3 EFFECT OF NOTICE. ----------------- Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections 12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party will in no event be deemed to be an admission by the indemnifying Party of liability, culpability or responsibility, and the indemnifying Party will remain free to contest liability with respect to the claim among the Parties or otherwise. 12.4 SUCCESSORS. ----------- A successor by law of any Party shall be entitled to the benefits of the indemnification contained in this Section 12. SECTION 13. APPLICABLE LAW -------------------------- This Agreement will be construed and the provisions hereof interpreted under and in accordance with Maryland law, without regard for that state's principles of conflict of laws. SECTION 14. EXECUTION IN COUNTERPARTS ------------------------------------- This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument. SECTION 15. SEVERABILITY ------------------------ If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. SECTION 16. RIGHTS CUMULATIVE ----------------------------- 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, that the Parties are entitled to under federal and state laws. SECTION 17. HEADINGS -------------------- The Table of Contents and headings used in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement. 24 SECTION 18. CONFIDENTIALITY --------------------------- AVIF acknowledges that the identities of the customers of LIFE COMPANY or any of its affiliates (collectively, the "LIFE COMPANY Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the LIFE COMPANY Protected Parties or any of their employees or agents in connection with LIFE COMPANY"s performance of its duties under this Agreement are the valuable property of the LIFE COMPANY Protected Parties. AVIF agrees that if it comes into possession of any list or compilation of the identities of or other information about the LIFE COMPANY Protected Parties" customers, or any other information or property of the LIFE COMPANY Protected Parties, other than such information as may be independently developed or compiled by AVIF from information supplied to it by the LIFE COMPANY Protected Parties" customers who also maintain accounts directly with AVIF, AVIF 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 LIFE COMPANY"s prior written consent; or (b) as required by law or judicial process. LIFE COMPANY acknowledges that the identities of the customers of AVIF or any of its affiliates (collectively the "AVIF Protected Parties" for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIF"s performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. LIFE COMPANY agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties" customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by LIFE COMPANY from information supplied to it by the AVIF Protected Parties" customers who also maintain accounts directly with LIFE COMPANY, LIFE COMPANY 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 AVIF"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 18 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. SECTION 19. TRADEMARKS AND FUND NAMES ------------------------------------- (a) A I M Management Group Inc. ("AIM" or "licensor"), an affiliate of AVIF, owns all right, title and interest in and to the name, trademark and service mark "AIM" and such other tradenames, trademarks and service marks as may be set forth on Schedule B, as amended from time to time by written notice from AIM to LIFE COMPANY (the "AIM licensed marks" or the "licensor"s licensed marks") and is authorized to use and to license other persons to use such marks. LIFE COMPANY and its affiliates are hereby granted a non-exclusive license to use the AIM licensed marks in connection with LIFE COMPANY"s performance of the services contemplated under this Agreement, subject to the terms and conditions set forth in this Section 19. 25 (b) The grant of license to LIFE COMPANY and its affiliates ( the "licensee") shall terminate automatically upon termination of this Agreement. Upon automatic termination, the licensee shall cease to use the licensor"s licensed marks, except that LIFE COMPANY shall have the right to continue to service any outstanding Contracts bearing any of the AIM licensed marks. Upon AIM"s elective termination of this license, LIFE COMPANY and its affiliates shall immediately cease to issue any new annuity or life insurance contracts bearing any of the AIM licensed marks and shall likewise cease any activity which suggests that it has any right under any of the AIM licensed marks or that it has any association with AIM, except that LIFE COMPANY shall have the right to continue to service outstanding Contracts bearing any of the AIM licensed marks. (c) The licensee shall obtain the prior written approval of the licensor for the public release by such licensee of any materials bearing the licensor"s licensed marks. The licensor"s approvals shall not be unreasonably withheld. (d) During the term of this grant of license, a licensor may request that a licensee submit samples of any materials bearing any of the licensor"s licensed marks which were previously approved by the licensor but, due to changed circumstances, the licensor may wish to reconsider. If, on reconsideration, or on initial review, respectively, any such samples fail to meet with the written approval of the licensor, then the licensee shall immediately cease distributing such disapproved materials. The licensor"s approval shall not be unreasonably withheld, and the licensor, when requesting reconsideration of a prior approval, shall assume the reasonable expenses of withdrawing and replacing such disapproved materials. The licensee shall obtain the prior written approval of the licensor for the use of any new materials developed to replace the disapproved materials, in the manner set forth above. (e) The licensee hereunder: (i) acknowledges and stipulates that, to the best of the knowledge of the licensee, the licensor"s licensed marks are valid and enforceable trademarks and/or service marks and that such licensee does not own the licensor"s licensed marks and claims no rights therein other than as a licensee under this Agreement; (ii) agrees never to contend otherwise in legal proceedings or in other circumstances; and (iii) acknowledges and agrees that the use of the licensor"s licensed marks pursuant to this grant of license shall inure to the benefit of the licensor. SECTION 20. PARTIES TO COOPERATE -------------------------------- Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including, without limitation, the SEC, the NASD and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records (including copies thereof) in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 26 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below. AIM VARIABLE INSURANCE FUNDS, INC. Attest:/s/Nancy L. Martin By:/s/Robert H. Graham ------------------------- ----------------------- Nancy L. Martin Name: Robert H. Graham Assistant Secretary Title: President GOLDEN AMERICAN LIFE INSURANCE COMPANY, on behalf of itself and its separate accounts Attest:/s/Linda E. Senker By:/s/David L. Jacobson ------------------------- ------------------------- Name: Linda E. Senker Name: David L. Jacobson Title: Vice President and Title: Senior Vice President Assistant General Counsel DIRECTED SERVICES, INC. Attest:/s/Linda E. Senker By:/s/David L. Jacobson ------------------------- -------------------------- Name: Linda E. Senker Name: David L. Jacobson Title: Vice President and Title: Senior Vice President Assistant General Counsel 27 SCHEDULE A FUNDS AVAILABLE UNDER THE CONTRACTS - ----------------------------------- AIM VARIABLE INSURANCE FUNDS SEPARATE ACCOUNTS UTILIZING THE FUNDS - ------------------------------------- GOLDEN AMERICAN SEPARATE ACCOUNT B CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS - ----------------------------------------- SMARTDESIGN VARIABLE ANNUITY SMARTDESIGN ADVANTAGE 28 SCHEDULE B [] AIM VARIABLE INSURANCE FUNDS [] AIM and Design [LOGO] AIM 29 EX-99.B8S 8 invesco.txt INVESCO PARTICIPATION AGREE FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 15th day of July, 2001 (the "Agreement") by and among Golden American Life Insurance Company, organized under the laws of the State of Minnesota and currently domiciled in Delaware (the "Company"), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each account referred to as the "Account" and collectively as the "Accounts"); INVESCO Variable Investment Funds, Inc., an open-end management investment company organized under the laws of the State of Maryland (the "Fund"); INVESCO Funds Group, Inc., a corporation organized under the laws of the State of Delaware and investment adviser to the Fund (the "Adviser"); and INVESCO Distributors, Inc., a corporation organized under the laws of the State of Delaware and principal underwriter/distributor of the Fund (the "Distributor").. WHEREAS, the Fund engages in business as an open-end management investment company and was established for the purpose of serving as the investment vehicle for separate accounts established for variable life insurance contracts and variable annuity contracts to be offered by insurance companies which have entered into participation agreements substantially similar to this Agreement (the "Participating Insurance Companies"), and WHEREAS, beneficial interests in the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (the "Portfolios"); and WHEREAS, the Company, as depositor, has established the Accounts to serve as investment vehicles for certain variable annuity contracts and variable life insurance policies and funding agreements offered by the Company set forth on Schedule A (the "Contracts"); and WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolutions of the Board of Directors of the Company under the insurance laws of the State of Minnesota, to set aside and invest assets attributable to the Contracts; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios named in Schedule B, as such schedule may be amended from time to time (the "Designated Portfolios") on behalf of the Accounts to fund the Contracts; 1 NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Adviser and the Distributor agree as follows: ARTICLE I - SALE OF FUND SHARES 1.1 The Fund agrees to sell to the Company those shares of the Designated Portfolios which each Account orders, executing such orders on a daily basis at the net asset value (and with no sales charges) next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 11:00 a.m. Eastern Time on the next following business day. "Business Day" will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (the "Commission"). The Fund may net the notice of redemptions it receives from the Company under Section 1.3 of this Agreement against the notice of purchases it receives from the Company under this Section 1.1. 1.2 The Company will pay for Fund shares on the next Business Day after an order to purchase Fund shares is made in accordance with Section 1.1. Payment will be made in federal funds transmitted by wire. Upon receipt by the Fund of the payment, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. 1.3 The Fund agrees to redeem for cash, upon the Company's request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.3, the Company will be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee will constitute receipt by the Fund; provided the Fund receives notice of such requests for redemption by 11:00 a.m. Eastern Time on the next following Business Day. Payment will be made in federal funds transmitted by wire to the Company's account as designated by the Company in writing from time to time, on the same Business Day the Fund receives notice of the redemption order from the Company. After consulting with the Company, the Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted under Section 22(e) of the Investment Company Act of 1940 (the "1940 Act"). The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone will be responsible for such action. If notification of redemption is received after 11:00 Eastern Time, payment for redeemed 2 shares will be made on the next following Business Day. The Fund may net the notice of purchases it receives from the Company under Section 1.1 of this Agreement against the notice of redemptions it receives from the Company under this Section 1.3. 1.4 The Fund agrees to make shares of the Designated Portfolios available continuously for purchase at the applicable net asset value per share by the Company and its separate accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the Commission; provided, however, that the Board of Directors of the Fund (the "Fund Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.5 The Fund agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under Section 817(h)(4) of the Internal Revenue Code of 1986, as amended, (the "Code"), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold directly to the general public. 1.6 The Fund will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III, V, and VI of this Agreement are in effect to govern such sales. 1.7 The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus of the Fund in accordance with the provisions of such prospectus. 1.8 Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to the Company or to any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account. 1.9 The Fund will furnish same day notice (by facsimile) to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio's shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional shares of that Portfolio at the ex-dividend date net asset values. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions. 1.10 The Fund will make the net asset value per share for each Designated Portfolio available to the Company via electronic means on a daily basis as soon as reasonably practical after the net asset value 3 per share is calculated and will use its best efforts to make such net asset value per share available by 7:00 p.m., Eastern Time, each business day. If the Fund provides the Company materially incorrect net asset value per share information (as determined under SEC guidelines), the Company shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value per share. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported to the Company upon discovery by the Fund. ARTICLE II - REPRESENTATIONS AND WARRANTIES 2.1 The Company represents and warrants that the Contracts are or will be registered under the Securities Act of 1933 (the "1933 Act"), or are exempt from registration thereunder, and that the Contracts will be issued and sold in compliance with all applicable federal and state laws. 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 as a separate account under the General Statutes of Minnesota and that each Account is or will be registered 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 is exempt from registration thereunder, and that it will maintain such registration for so long as any Contracts are outstanding, as applicable. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. 2.2 The Company represents that the Contracts are currently and at the time of issuance will be treated as annuity contracts and/or life insurance policies (as applicable) under applicable provisions of the Code, and further represents 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 that the Contracts have ceased to be so treated or that they might not be so treated in the future. 2.3 The Company represents and warrants that it will not purchase shares of the Designated Portfolio(s) with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. 2.4 The Fund represents and warrants that shares of the Designated Portfolio(s) sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered as an open-end management investment 4 company under the 1940 Act for as long as such shares of the Designated Portfolio(s) are sold. The Fund will 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 will register and qualify the shares of the Designated Portfolio(s) for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund. 2.5 The Fund represents that it will use its best efforts to comply with any applicable state insurance laws or regulations as they may apply to the investment objectives, policies and restrictions of the Portfolios, as they may apply to the Fund, to the extent specifically requested in writing by the Company. If the Fund cannot comply with such state insurance laws or regulations, it will so notify the Company in writing. The Fund makes no other 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 any state. The Company represents that it will use its best efforts to notify the Fund of any restrictions imposed by state insurance laws that may become applicable to the Fund as a result of the Accounts' investments therein. The Fund and the Adviser agree that they will furnish the information required by state insurance laws to assist the Company in obtaining the authority needed to issue the Contracts in various states. 2.6 The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it reserves the right to make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have the directors of its Fund Board, a majority of whom are not "interested" persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. 2.7 The Fund represents that it is lawfully organized and validly existing under the laws of the State of Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act. 2.8 The Fund represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and 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 minimal 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 includes coverage for larceny and embezzlement and is issued by a reputable bonding company. 2.9 The Adviser represents and warrants that it is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all 5 material respects with the laws of the State of Delaware and any applicable state and federal securities laws. 2.10 The Distributor represents and warrants that it is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and will remain duly registered under all applicable federal and state securities laws, and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD") and serves as principal underwriter/distributor of the Funds and that it will perform its obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws. ARTICLE III - FUND COMPLIANCE 3.1 The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the requirements of Subchapter M of the Code or the diversification requirements of Section 817(h) of the Code may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. The Fund and the Adviser further acknowledge that any such failure may result in costs and expenses being incurred by the Company in obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund, as well as fees and expenses of legal counsel and other advisors to the Company and any federal income taxes, interest or tax penalties incurred by the Company in connection with any such failure. 3.2 The Fund represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will maintain such qualification (under Subchapter M or any successor or similar provision) 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. 3.3 The Fund represents that it will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and with Section 817(d) of the Code, relating to the definition of a variable contract, and any amendments or other modifications to such Section or Regulation. The Fund will notify the Company immediately upon having a reasonable basis for believing that the Fund or a Portfolio thereunder has ceased to comply with the diversification requirements or that the Fund or Portfolio might not comply with the diversification requirements in the future. In the event of a breach of this representation by the Fund, it will take all reasonable steps to 6 adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5. 3.4 The Adviser agrees to provide the Company with a certificate or statement indicating compliance by each Portfolio of the Fund with Section 817(h) of the Code, such certificate or statement to be sent to the Company no later than thirty (30) days following the end of each calendar quarter. ARTICLE IV - PROSPECTUS AND PROXY STATEMENTS/VOTING 4.1 The Fund will provide the Company with as many copies of the current Fund prospectus and any supplements thereto for the Designated Portfolio(s) as the Company may reasonably request for distribution, at the Fund's expense, to Contract owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund's expense, as many copies of said prospectus as necessary for distribution, at the Fund's expense, to existing Contract owners. The Fund will provide the copies of said prospectus to the Company or to its mailing agent. The Company will distribute the prospectus to existing Contract owners and will bill the Fund for the reasonable cost of such distribution. If requested by the Company, in lieu thereof, the Fund will provide such documentation, including a final copy of a current prospectus set in type at the Fund's expense, and other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the new prospectus for the Contracts and the Fund's new prospectus printed together, in which case the Fund agrees to pay its proportionate share of reasonable expenses directly related to the required disclosure of information concerning the Fund. The Fund will, upon request, provide the Company with a copy of the Fund's prospectus through electronic means to facilitate the Company's efforts to provide Fund prospectuses via electronic delivery, in which case the Fund agrees to pay its proportionate share of reasonable expenses related to the required disclosure of information concerning the Fund. 4.2 The Fund's prospectus will state that the Statement of Additional Information (the "SAI") for the Fund is available from the Company. The Fund will provide the Company, at the Fund's expense, with as many copies of the SAI and any supplements thereto as the Company may reasonably request for distribution, at the Fund's expense, to prospective Contract owners and applicants. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the Designated Portfolio(s). The Fund will provide, at the Fund's expense, as many copies of said SAI as necessary for distribution, at the 7 Fund's expense, to any existing Contract owner who requests such statement or whenever state or federal law requires that such statement be provided. The Fund will provide the copies of said SAI to the Company or to its mailing agent. The Company will distribute the SAI as requested or required and will bill the Fund for the reasonable cost of such distribution. 4.3 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners and will bill the Fund for the reasonable cost of such distribution. 4.4 If and to the extent required by law, the Company will: (a) solicit voting instructions from Contract owners; (b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and (c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company's Contract owners, so long as and to the extent that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable Contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that the Accounts participating in the Fund calculate voting privileges in a manner consistent with all legal requirements, including the Proxy Voting Procedures set forth in Schedule C and the Mixed and Shared Funding Exemptive Order, as described in Section 7.1. 4.5 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as with Section 16(a) and, if and when applicable, Section 16(b). Further, the Fund will act in accordance with the Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto. 8 ARTICLE V - SALES MATERIAL AND INFORMATION 5.1 The Company will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material. 5.2 The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for Fund shares, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser for distribution, or in sales literature or other material provided by the Fund or by the Adviser, except with permission of the Fund or the Adviser. The Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis. 5.3 The Fund or the Adviser will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company reasonably objects to such use within five (5) Business Days after receipt of such material. 5.4 The Fund and the Adviser will not give any information or make any representations or statements 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, prospectus or SAI for the Contracts, as such registration statement, prospectus and SAI may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis. 5.5 The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, within a reasonable time after the filing of each such document with the Commission or the NASD. 5.6 The Company will provide to the Fund at least one complete copy of all definitive prospectuses, definitive SAI, reports, solicitations for voting instructions, sales literature and other promotional 9 materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account, contemporaneously with the filing of each such document with the Commission or the NASD (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales literature and promotional material that relate to or refer to the Fund will be provided). In addition, the Company will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund. 5.7 For purposes of this Article V, 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, (i.e., on-line networks such as the Internet or other electronic messages)), 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 agents or employees, registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. 5.8 The Fund, the Adviser and the Distributor hereby consent to the Company's use of the names of the INVESCO, AMVESCAP and INVESCO Funds Group, Inc. as well as the names of the Designated Portfolios set forth in Schedule B of this Agreement, in connection with marketing the Contracts, subject to the terms of Sections 5.1 of this Agreement. The Company acknowledges and agrees that Adviser and Distributor and/or their affiliates own all right, title and interest in and to the name INVESCO and the INVESCO open circle design, and covenants not, at any time, to challenge the rights of Adviser and Distributor and/or their affiliates to such name or design, or the validity or distinctiveness thereof. The Fund, the Adviser and the Distributor hereby consent to the use of any trademark, trade name, service mark or logo used by the Fund, the Adviser and the Distributor, subject to the Fund's, the Adviser's and/or the Distributor's approval of such use and in accordance with reasonable requirements of the Investment Company, the Adviser or the Distributor. Such consent will terminate with the termination of this Agreement. Adviser or Distributor may withdraw this consent as to any particular use of any such name or identifying marks at any time (i) upon Adviser's or 10 Distributor's reasonable determination that such use would have a material adverse effect on the reputation or marketing efforts of the Adviser, the Distributor or the Fund or (ii) if no investment company, or series or class of shares of any investment company advised by Adviser or distributed by Distributor continues to be offered through variable insurance contracts issued by the Company; provided however, that Adviser or Distributor may, in either's individual discretion, continue to use materials prepared or printed prior to the withdrawal of such authorization. The Company agrees and acknowledges that all use of any designation comprised in whole or in part of the name, trademark, trade name, service mark and logo under this Agreement shall inure to the benefit of the Fund, Adviser and/or the Distributor. 5.9 The Fund, the Adviser, the Distributor and the Company agree to adopt and implement procedures reasonably designed to ensure that information concerning the Company, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts is properly marked as "Not For Use With The Public" and that such information is only so used. ARTICLES VI - FEES, COSTS AND EXPENSES 6.1 The Fund will pay no fee or other compensation to the Company under this Agreement, except: (a) if the Fund or any Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, THE Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing; and (b) the Fund may pay fees to the Company for administrative services provided to Contract owners that are not primarily intended to result in the sale of shares of the Designated Portfolio or of underlying Contracts. 6.2 All expenses incident to performance by the Fund of this Agreement will be paid by the Fund to the extent permitted by law. All shares of the Designated Portfolios will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Fund, in accordance with applicable state law, prior to sale. The Fund will bear the expenses for the cost of registration and qualification of the Fund's shares, including without limitation, the preparation of and filing with the SEC of Forms N-SAR and Rule 24f-2 Notices and payment of all applicable registration or filing fees with respect to shares of the Fund; preparation and filing of the Fund's prospectus, SAI and registration statement, proxy materials and reports; typesetting the Fund's prospectus; typesetting and printing proxy materials and reports to Contract owners (including the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and 11 notices required by any federal or state law; all taxes on the issuance or transfer of the Fund's shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act; and other costs associated with preparation of prospectuses and SAIs for the Designated Portfolios in electronic or typeset format, as well as any distribution expenses as set forth in Article IV of this Agreement. ARTICLE VII - MIXED & SHARED FUNDING RELIEF 7.1 The Fund represents and warrants that it has received an order from the Commission 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 Fund 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 and qualified pension and retirement plans outside of the separate account context (the "Mixed and Shared Funding Exemptive Order"). The parties to this Agreement agree that the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order and that may be imposed on the Company, the Fund and/or the Adviser by virtue of the receipt of such order by the Commission, will be incorporated herein by reference, and such parties agree to comply with such conditions and undertakings to the extent applicable to each such party. 7.2 The Fund Board will monitor the Fund for the existence of any irreconcilable material conflict among the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including, but not limited to: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by Participating Insurance Companies or by variable annuity and variable life insurance Contract owners; or (f) a decision by an insurer to disregard the voting instructions of Contract owners. The Fund Board will promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof. A majority of the Fund Board will consist of persons who are not "interested" persons of the Fund. 7.3 The Company will report any potential or existing conflicts of which it is aware to the Fund Board. The Company agrees to assist the Fund Board in carrying out its responsibilities, as delineated in the 12 Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever Contract owner voting instructions are to be disregarded. The Fund Board will record in its minutes, or other appropriate records, all reports received by it and all action with regard to a conflict. 7.4 If it is determined by a majority of the Fund Board, or a majority of its disinterested directors, that an irreconcilable material conflict exists, the Company and other Participating Insurance Companies will, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (a) withdrawing the assets allocable to some or all of the 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 submitted to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., variable annuity Contract owners or variable life insurance 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 (b) 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 such disregard of voting instructions could conflict with the majority of Contract owner voting instructions, and the Company's judgment represents a minority position or would preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the affected sub-account of the Account's investment in the Fund and terminate this Agreement with respect to such sub-account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Adviser and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.6 If an irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state insurance regulators, then the Company will withdraw the affected sub-account of the Account's investment in the Fund and terminate this 13 Agreement with respect to such sub-account; provided, however, that such withdrawal and termination will be limited to the extent required by the foregoing irreconcilable material conflict as determined by a majority of the disinterested directors of the Fund Board. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice to the Company that this provision is being implemented. Until the end of such six-month period the Advisor and Fund will, to the extent permitted by law and any exemptive relief previously granted to the Fund, continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund. 7.7 For purposes of Sections 7.4 through 7.7 of this Agreement, a majority of the disinterested members of the Fund Board will determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event, other than as specified in Section 7.4, will the Fund be required to establish a new funding medium for the Contracts. The Company will not be required by Section 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. 7.8 The Company will at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board may fully carry out the duties imposed upon it as delineated in the Mixed and Shared Funding Exemptive Order, and said reports, materials and data will be submitted more frequently if deemed appropriate by the Fund Board. 7.9 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, will 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 4.4, 4.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement will 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 (a) The Company agrees to indemnify and hold harmless the Fund, the Adviser, the Distributor, and each person, if any, who controls or is associated with the Fund, the Adviser, or the Distributor within the meaning of such terms under the federal securities laws and any director, 14 trustee, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or actions in respect thereof (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: (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material 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 or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will 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, the Adviser, or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund, or any amendment or supplement to the foregoing, not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (3) arise out of untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund (or any amendment or supplement to the foregoing) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in 15 reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or persons under its control; or (4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or (5) arise out of 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 by the Company of this Agreement; except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations or duties under this Agreement. (c) The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities 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 & DISTRIBUTOR (a) The Adviser and Distributor agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws 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, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser and Distributor) or actions in respect thereof (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: (1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material 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 or necessary to make such statements not misleading in light of the circumstances in which they were 16 made; provided that this agreement to indemnify will 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 the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (2) arise out of or as a result of statements or representations by or on behalf of the Adviser, the Distributor, or the Fund (other than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund, or any amendment or supplement to the foregoing, not supplied by the Adviser, the Distributor, or the Fund or persons under the control of the Adviser, the Distributor, or the Fund respectively) or wrongful conduct of the Adviser, the Distributor, or the Fund or persons under the control of the Adviser, the Distributor, or the Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Adviser, the Distributor, or the Fund, or persons under any of their control; or (4) arise as a result of any failure by the Fund, the Distributor, or the Adviser to provide the services and furnish the materials under the terms of this Agreement; or (5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Distributor, or the Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor, or the Fund (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, 17 Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement, as described more fully in Section 8.5 below); except to the extent provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser or Distributor otherwise may have. (b) No party will be entitled to indemnification under Section 8.2(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard or its obligations or duties under this Agreement. (c) The Indemnified Parties will promptly notify the Adviser, the Fund, and the Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. 8.3 INDEMNIFICATION BY THE FUND (a) The Fund agrees to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (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 action in respect thereof (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 operations of the Fund and: (1) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or (2) 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 (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent 18 provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Fund otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party's duties under this Agreement, or by reason of such party's reckless disregard of its obligations and duties under this Agreement. (c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account. 8.4 INDEMNIFICATION PROCEDURE Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party 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, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The 19 Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement. 8.5 INDEMNIFICATION FOR FAILURE TO COMPLY WITH DIVERSIFICATION REQUIREMENTS The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.3 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. Accordingly, without in any way limiting the effect of Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or restricting any other remedies available to the Company, the Fund, the Adviser and the Distributor will pay on a joint and several basis all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Section 3.3 of this Agreement, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund or Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal counsel and other advisors to the Company and any federal income taxes or tax penalties (or "toll charges" or exactments or amounts paid in settlement) incurred by the Company in connection with any such failure or anticipated or reasonably foreseeable failure. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Fund, the Adviser and/or the Distributor under this Agreement. ARTICLE IX - APPLICABLE LAW 9.1 This Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware. 9.2 This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Commission may grant (including, but not limited to, the Mixed and Shared 20 Funding Exemptive Order) and the terms hereof will be interpreted and construed in accordance therewith. ARTICLE X - TERMINATION 10.1 This Agreement will terminate: (a) at the option of any party, with or without cause, with respect to one, some or all of the Portfolios, upon six (6) month's advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or (b) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio if shares of the Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or (c) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio in the event any of the 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 Company; or (d) at the option of the Fund, upon written notice to the other parties, upon institution of formal proceedings against the Company by the NASD, the Commission, the Insurance Commission 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 administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company's ability to perform its obligations under this Agreement; or (e) at the option of the Company, upon written notice to the other parties, upon institution of formal proceedings against the Fund, the Distributor, or the Adviser by the NASD, the Commission or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund's, the Distributor's, or the Adviser's ability to perform its obligations under this Agreement; or (f) at the option of the Company, upon written notice to the other parties, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Code, or under any 21 successor or similar provision, or if the Company reasonably and in good faith believes that the Fund may fail to so qualify; or (g) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio if the Fund fails to meet the diversification requirements specified in Section 3.3 hereof or if the Company reasonably and in good faith believes the Fund may fail to meet such requirements; or (h) 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; or (i) at the option of the Company, if the Company determines in its sole judgment exercised in good faith that either the Fund or the Adviser has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (j) at the option of the Fund or the Adviser, if the Fund or Adviser respectively, determines in its sole judgment exercised in good faith that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days' after receipt by the other parties of written notice of the election to terminate; or (k) at the option of the Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Account (or any sub-account) to substitute the shares of another investment company for the corresponding Portfolio's shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying portfolio. The Company will give sixty (60) days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares or of the filing of any required regulatory approval(s); or (1) at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (1) all Contract owners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article VII of this Agreement; or 22 (m) at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law. Termination will be effective immediately upon such occurrence without notice. 10.2 NOTICE REQUIREMENT (a) No termination of this Agreement, except a termination under Section 10.1 (m) of this Agreement, will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination. (b) In the event that any termination of this Agreement is based upon the provisions of Article VII, such prior written notice will be given in advance of the effective date of termination as required by such provisions. 10.3 EFFECT OF TERMINATION Notwithstanding any termination of this Agreement, the Fund, the Adviser and the Distributor will, 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"). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Designated Portfolios (as in effect on such date), redeem investments in the Designated Portfolios and/or invest in the Designated Portfolios upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 will not apply to any terminations under Article VII and the effect of such Article VII terminations will be governed by Article VII of this Agreement. 10.4 SURVIVING PROVISIONS Notwithstanding any termination of this Agreement, each party's obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement. ARTICLE XI - NOTICES Any notice will be deemed duly 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 parties. 23 If to the Company: ----------------- Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, Pennsylvania 19380 Attn: Myles R. Tashman, Executive Vice President If to the Fund: -------------- INVESCO Variable Investment Funds, Inc. 4350 South Monaco St. Denver, Colorado 80217 Attn: Ronald L. Grooms, Senior Vice President If to the Adviser: ----------------- INVESCO Funds Group, Inc. 4350 South Monaco St. Denver, Colorado 80217 Attn: Ronald L. Grooms, Senior Vice President If to the Distributor: --------------------- INVESCO Distributors, Inc. 4350 South Monaco St. Denver, Colorado 80217 Attn: Ronald L. Grooms, Senior Vice President ARTICLE XII - MISCELLANEOUS 12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 12.2 The Fund, the Distributor, and the Adviser acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the "Protected Parties" for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures developed by the 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 Protected Parties. The Fund and the Adviser agree that if they come into possession of any list or compilation of the identities of or other information about the Protected Parties' customers, or any other property of the Protected Parties, other than such information as may be independently developed or compiled by the Fund or the Adviser from information supplied to them by the Protected Parties' customers who also maintain accounts directly with the Fund or the Adviser, the Fund and the Adviser 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 required by law or judicial process. The Fund and the Adviser acknowledge that any breach of the agreements 24 in this Section 12.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the Protected 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. Each party agrees to maintain all information about other parties that it may acquire pursuant to this Agreement in confidence, and each party agrees not to use, or permit the use of, any such information for any purpose except that set forth herein, or to disclose any such information to any person, without the prior written consent of the other parties. This provision shall survive the termination of this Agreement. 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 will constitute one and the same instrument. 12.5 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby. 12.6 This Agreement will not be assigned by any party hereto without the prior written consent of all the parties. 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 law. 12.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect. 12.9 Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the Commission, the NASD and state insurance regulators) and will permit each other and 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. 12.10 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms. 12.11 The parties to this Agreement may amend the schedules to this Agreement in writing from time to time to reflect changes in or relating to the Contracts, the Accounts or the Portfolios of the Fund or other applicable terms of this Agreement. 25 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. GOLDEN AMERICAN LIFE INSURANCE COMPANY By: /s/Myles R. Tashman ------------------------ Name: Myles R. Tashman Title: Executive Vice President INVESCO VARIABLE INVESTMENT FUNDS, INC. By: /s/Ronald L. Grooms ------------------------- Ronald L. Grooms Treasurer INVESCO FUNDS GROUP, INC. By: /s/Ronald L. Grooms ------------------------- Ronald L. Grooms Senior Vice President & Treasurer INVESCO DISTRIBUTORS, INC. By: /s/Ronald L. Grooms ------------------------- Ronald L. Grooms Senior Vice President & Treasurer 26 PARTICIPATION AGREEMENT SCHEDULE A The following Separate Accounts and Associated Contracts of Golden American Life Insurance Company are permitted in accordance with the provisions of this Agreement to invest in Portfolios of the Fund shown in Schedule B: CONTRACTS FUNDED BY SEPARATE ACCOUNT NAME OF SEPARATE ACCOUNT - ------------------------------------ ------------------------ ING SmartDesign Variable Annuity Separate Account B ING SmartDesign Advantage Separate Account B GoldenSelect Access Separate Account B GoldenSelect DVA Plus Separate Account B GoldenSelect ESII Separate Account B GoldenSelect Landmark Separate Account B GoldenSelect Premium Plus Separate Account B GoldenSelect Galaxy Premium Plus Separate Account B Page 1 of 1 PARTICIPATION AGREEMENT SCHEDULE B The Separate Account(s) shown on Schedule A may invest in the following Portfolios of the Fund. INVESCO VIF - Financial Services Fund INVESCO VIF - Health Sciences Fund INVESCO VIF - Utilities Fund Page 1 of 1 PARTICIPATION AGREEMENT SCHEDULE C PROXY VOTING PROCEDURES The following is a list of procedures and corresponding responsibilities for the handling of proxies and voting instructions relating to the Fund. The defined terms herein shall have the meanings assigned in the Participation Agreement except that the term "Company" shall also include the department or third party, if any, assigned by the Company to perform the steps delineated below. 1. The proxy proposals are given to the Company by the Fund as early as possible before the date set by the Fund for the shareholder meeting to enable the Company to consider and prepare for the solicitation of voting instructions from owners of the Contracts and to facilitate the establishment of tabulation procedures. At this time the Fund will inform the Company of the Record, Mailing and Meeting dates. This will be done verbally approximately two months before the shareholder meeting. 2. Promptly after the Record Date, the Company will perform a "tape run", or other activity, which will generate the names, addresses and number of units which are attributed to each contract owner/policyholder (the "Customer") as of the Record Date. Allowance should be made for account adjustments made after this date that could affect the status of the Customers' accounts as of the Record Date. NOTE: The number of proxy statements is determined by the activities described in this Step #2. The Company will use its best efforts to call in the number of Customers to the Fund , as soon as possible, but no later than two weeks after the Record Date. 3. The Fund's Annual Report must be sent to each Customer by the Company either before or together with the Customers' receipt of voting, instruction solicitation material. The Fund will provide the last Annual Report to the Company pursuant to the terms of Section 6.2 of the Agreement to which this Schedule relates. 4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is provided to the Company by the Fund. The Company, at its expense, shall produce and personalize the Voting Instruction Cards. The Fund or its affiliate must approve the Card before it is printed. Allow approximately 2-4 business days for printing information on the Cards. Information commonly found on the Cards includes: o name (legal name as found on account registration) o address o Fund or account number o coding to state number of units o individual Card number for use in tracking and verification of votes (already on Cards as printed by the Fund). (This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.) 5. During this time, the Fund will develop, produce and pay for the Notice of Proxy and the Proxy Statement (one document). Printed and folded notices and statements will be sent to Company for insertion into envelopes (envelopes and return envelopes are provided and paid for by the Company). Contents of envelope sent to Customers by the Company will include: Page 1 of 1 o Voting Instruction Card(s) o one proxy notice and statement (one document) o return envelope (postage pre-paid by Company) addressed to the Company or its tabulation agent o "urge buckslip" - optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.) o cover letter - optional, supplied by Company and reviewed and approved in advance by the Fund 6. The above contents should be received by the Company approximately 3-5 business days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to the Fund. 7. Package mailed by the Company. * The Fund must allow at least a 15-day solicitation time to the Company as the shareowner. (A 5-week period is recommended.) Solicitation time is calculated as calendar days from (but NOT including,) the meeting, counting backwards. 8. Collection and tabulation of Cards begins. Tabulation usually takes place in another department or another vendor depending on process used. An often used procedure is to sort Cards on arrival by proposal into vote categories of all yes, no, or mixed replies, and to begin data entry. NOTE: Postmarks are not generally needed. A need for postmark information would be due to an insurance company's internal procedure and has not been required by the Fund in the past. 9. Signatures on Card checked against legal name on account registration which was printed on the Card. NOTE: For Example, if the account registration is under "John A. Smith, Trustee," then that is the exact legal name to be printed on the Card and is the signature needed on the Card. 10. If Cards are mutilated, or for any reason are illegible or are not signed properly, they are sent back to Customer with an explanatory letter and a new Card and return envelope. The mutilated or illegible Card is disregarded and considered to be NOT RECEIVED for purposes of vote tabulation. Any Cards that have been "kicked out" (e.g. mutilated, illegible) of the procedure are "hand verified," i.e., examined as to why they did not complete the system. Any questions on those Cards are usually remedied individually. 11. There are various control procedures used to ensure proper tabulation of votes and accuracy of that tabulation. The most prevalent is to sort the Cards as they first arrive into categories depending upon their vote; an estimate of how the vote is progressing may then be calculated. If the initial estimates and the actual vote do not coincide, then an internal audit of that vote should occur. This may entail a recount. 12. The actual tabulation of votes is done in units which is then converted to shares. (It is very important that the Fund receives the tabulations stated in terms of a percentage and the number of SHARES.) The Fund must review and approve tabulation format. 13. Final tabulation in shares is verbally given by the Company to the Fund on the morning of the meeting not later than 10:00 a.m. Eastern time. The Fund may request an earlier deadline if reasonable and if required to calculate the vote in time for the meeting. 14. A Certification of Mailing and Authorization to Vote Shares will be required from the Company as well as an original copy of the final vote. The Fund will provide a standard form for each Certification. Page 1 of 1 15. The Company will be required to box and archive the Cards received from the Customers. In the event that any vote is challenged or if otherwise necessary for legal, regulatory, or accounting purposes, the Fund will be permitted reasonable access to such Cards. 16. All approvals and "signing-off' may be done orally, but must always be followed up in writing. Page 1 of 1 EX-99.B8T 9 prudential.txt PRUDENTIAL PARTICIPATION AGREE. FUND PARTICIPATION AGREEMENT THE PRUDENTIAL SERIES FUND, INC. TABLE OF CONTENTS ARTICLE I. Sale of Fund Shares..........................................4 ARTICLE II. Representations and Warranties...............................8 ARTICLE III. Prospectuses and Proxy Statements; Voting...................11 ARTICLE IV. Sales Material and Information..............................13 ARTICLE V. Fees and Expenses...........................................15 ARTICLE VI. Diversification and Qualification...........................16 ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order ...................18 ARTICLE VIII. Indemnification ............................................21 ARTICLE IX. Applicable Law..............................................30 ARTICLE X. Termination.................................................31 ARTICLE XI. Notices.....................................................34 ARTICLE XII. Miscellaneous...............................................35 SCHEDULE A Contracts...................................................38 SCHEDULE B Designated Portfolios.......................................39 SCHEDULE C Expenses....................................................40 PARTICIPATION AGREEMENT ----------------------- AMONG GOLDEN AMERICAN LIFE INSURANCE COMPANY, THE PRUDENTIAL SERIES FUND, INC., THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, AND PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by and among GOLDEN AMERICAN LIFE INSURANCE COMPANY (hereinafter "GALIC"), a Delaware life insurance company, on its own behalf and on behalf of its SEPARATE ACCOUNT B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an open-end management investment company organized under the laws of Maryland (hereinafter the "Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter the "Adviser"), a New Jersey mutual insurance company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a Delaware limited liability company. WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies, including GALIC, which have entered into participation agreements similar to this Agreement (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and 2 WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter 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 Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans ("Qualified Plans") (hereinafter the "Mixed and Shared Funding Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and WHEREAS, the Distributor is duly registered as a broker-dealer 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, GALIC has registered certain variable annuity contracts supported wholly or partially by the Account (the "Contracts") under the 1933 Act and said Contracts are listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement; and WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GALIC in 1988 under the insurance laws of the State of Delaware, to set aside and invest assets attributable to the Contracts; and 3 WHEREAS, GALIC has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, GALIC intends to purchase shares in the Portfolio(s) listed in Schedule B attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the "Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the "Unaffiliated Funds") on behalf of the Account to fund the Contracts; NOW, THEREFORE, in consideration of their mutual promises, GALIC, the Fund, the Distributor and the Adviser agree as follows: ARTICLE I. Sale of Fund Shares. ------------------- 1.1. The Fund agrees to sell to GALIC those shares of the Designated Portfolio(s) which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. For purposes of this Section 1.1, GALIC shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order by 9:00 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Designated Portfolio calculates its net asset value pursuant to the rules of the SEC. 4 1.2. The Fund agrees to make shares of the Designated Portfolio(s) available for purchase at the applicable net asset value per share by GALIC and the Account on those days on which the Fund calculates its Designated Portfolio(s)' net asset value pursuant to rules of the SEC, and the Fund shall calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, 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, necessary in the best interests of the shareholders of such Designated Portfolio. 1.3. The Fund will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions the substance of which are the same as Sections 2.1 (except with respect to Delaware law), 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales. 1.4. The Fund agrees to redeem for cash, on GALIC's request, any full or fractional shares of the Fund held by GALIC, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. Requests for redemption identified by GALIC, or its agent, as being in connection with surrenders, annuitizations, or death benefits under the Contracts, upon prior written notice, may be executed within seven (7) calendar days after receipt by the Fund or its designee of the requests for redemption. This Section 1.4 may be amended, in writing, by the parties consistent with the requirements of the 1940 Act and interpretations thereof. For purposes of this Section 1.4, GALIC shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such request for redemption by 9:00 a.m. Eastern time on the next following Business Day. 5 1.5. The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund's shares may be sold to other Participating Insurance Companies (subject to Section 1.3) and the cash value of the Contracts may be invested in other investment companies. 1.6. GALIC shall pay for Fund shares by 3:00 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase. 1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 11:00 a.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption. 1.8. Issuance and transfer of the Fund's shares will be by book entry only. Stock certificates will not be issued to GALIC or the Account. Shares purchased from the Fund will be recorded in an appropriate title for the Account or the appropriate sub-account of the Account. 1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to GALIC of any income, dividends or capital gain distributions payable on the Designated Portfolio(s)' shares. GALIC hereby elects to receive all such income dividends and capital gain distributions as are payable on the Designated Portfolio shares in additional shares of that Designated Portfolio. GALIC reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify GALIC by the end of the next following Business Day of the number of shares so issued as payment of such dividends and distributions. 1.10. The Fund shall make the net asset value per share for each Designated Portfolio available to GALIC on each Business Day as soon as reasonably practical after the net asset value 6 per share is calculated and shall use its best efforts to make such net asset value per share available by 6:00 p.m. Eastern time. In the event of an error in the computation of a Designated Portfolio's net asset value per share ("NAV") or any dividend or capital gain distribution (each, a "pricing error"), the Adviser or the Fund shall immediately notify GALIC as soon as possible after discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XI of this Agreement. A pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV of less than $0.01 per share, then no corrective action need be taken; (b) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, but less than 1/2 of 1% of the Designated Portfolio's NAV at the time of the error, then the Adviser shall reimburse the Designated Portfolio for any loss, after taking into consideration any positive effect of such error; however, no adjustments to Contractowner accounts need be made; and (c) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolio's NAV at the time of the error, then the Adviser shall reimburse the Designated Portfolio for any loss (without taking into consideration any positive effect of such error) and shall reimburse GALIC for the costs of adjustments made to correct Contractowner accounts in accordance with the provisions of Schedule C. If an adjustment is necessary to correct a material error which has caused Contractowners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contractowners will be adjusted and the amount of any underpayments shall be credited by the Adviser to GALIC for crediting of such amounts to the applicable Contractowners accounts. Upon notification by the Adviser of any overpayment due to a material error, GALIC shall promptly remit to Adviser any overpayment that has not been paid to Contractowners. In no event shall GALIC be liable to Contractowners for any such adjustments or underpayment amounts. A pricing error within categories (b) or (c) above shall be deemed to be "materially incorrect" or constitute a "material error" for purposes of this Agreement. The standards set forth in this Section 1.10 are based on the Parties' understanding of the views expressed by the staff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or superseded by SEC or judicial interpretation, the parties 7 shall amend the foregoing provisions of this Agreement to comport with the appropriate applicable standards, on terms mutually satisfactory to all Parties. ARTICLE II. Representations and Warranties ------------------------------ 2.1. GALIC represents and warrants that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. GALIC 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 the Account prior to any issuance or sale of units thereof as a segregated asset account under Delaware law, and has registered 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 and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law. 2.2. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act 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. 2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1 under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. In any event, the Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the 8 requirements of the 1940 Act. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses. 2.4. The Fund represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with the insurance laws of the State of Delaware and all applicable state insurance and securities laws. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. GALIC and the Fund will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a "Law Change"), and to keep each other informed of any Law Change that becomes known to either party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Fund has advised GALIC that its Board of Directors has determined that implementation of a particular Law Change is not in the best interest of all of the Fund's shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken. 2.5. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Maryland 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 and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with any applicable state and federal securities laws. 2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the 9 Fund in compliance in all material respects with the laws of any applicable state and federal securities laws. 2.8. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. 2.9. The Fund will provide GALIC with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and consult with GALIC in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts. The Fund agrees to share equitably in expenses incurred by GALIC as a result of actions taken by the Fund, consistent with the allocation of expenses contained in Schedule C attached hereto and incorporated herein by reference. 2.10. GALIC represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended ("the Code"), that the Contracts are currently and at the time of issuance will be treated as 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, the Distributor and the Adviser 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. In addition, GALIC represents and warrants that the Account is a "segregated asset account" and that interests in the Account are offered exclusively through the purchase of or 10 transfer into a "variable contract" within the meaning of such terms under Section 817 of the Code and the regulations thereunder. GALIC will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. GALIC represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans. ARTICLE III. Prospectuses and Proxy Statements; Voting. ----------------------------------------- 3.1. At least annually, the Adviser or Distributor shall provide GALIC with as many copies of the Fund's current prospectus for the Designated Portfolio(s) as GALIC may reasonably request for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C hereof. If requested by GALIC in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for GALIC once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Fund's prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be in the Fund unless required by law. 3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information ("SAI") for the Fund be distributed to all Contractowners, then the Fund, Distributor and/or the Adviser shall provide GALIC with copies of the Fund's SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as GALIC may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also 11 provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GALIC). 3.3. The Fund, Distributor and/or Adviser shall provide GALIC with copies of the Fund's proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C hereof, as GALIC may reasonably require to permit timely distribution thereof to Contractowners. 3.4. It is understood and agreed that, except with respect to information regarding GALIC provided in writing by that party, GALIC shall not be responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts. 3.5. If and to the extent required by law GALIC shall: (i) solicit voting instructions from Contractowners; (ii) vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contractowners: and (iii) vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, 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. GALIC reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. 3.6. GALIC shall be responsible for assuring that each of its separate accounts holding shares of a Designated Portfolio calculates voting privileges as directed by the Fund and agreed to 12 by GALIC and the Fund. The Fund agrees to promptly notify GALIC of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order. 3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto. ARTICLE IV. Sales Material and Information. ------------------------------ 4.1. GALIC shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that GALIC develops or proposes to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund objects to such use within five (5) Business Days after receipt of such material. 4.2. GALIC shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser. 4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished, to GALIC, a copy of each piece of sales literature or other promotional material in which GALIC and/or its 13 separate account(s) is named at least ten (10) Business Days prior to its use. No such material shall be used if GALIC objects to such use within five (5) Business Days after receipt of such material. 4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of GALIC or concerning GALIC, the Account, or the Contracts other than the information or representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by GALIC or its designee, except with the permission of GALIC. 4.5. The Fund will provide to GALIC at least one complete copy of all registration statements, prospectuses, SAIs, 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 Portfolio(s) within a reasonable period of time following the filing of such document(s) with the SEC or NASD or other regulatory authorities. 4.6. GALIC will provide to the Fund at least one complete copy of all registration statements, prospectuses, 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, contemporaneously with the filing of such document(s) with the SEC, NASD, or other regulatory authority. 4.7. For purposes of Articles IV and VIII, the phrase "sales literature and 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; e.g., on-line networks such as the Internet or other electronic 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 14 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 shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act. 4.8. At the request of any party to this Agreement, each other party will make available to the other party's independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any party's obligations under this Agreement. ARTICLE V. Fees and Expenses ----------------- 5.1. The Fund and the Adviser shall pay no fee or other compensation to GALIC under this Agreement, and GALIC shall pay no fee or other compensation to the Fund or Adviser under this Agreement, although the parties hereto will bear certain expenses in accordance with Schedule C, Articles III, V, and other provisions of this Agreement. 5.2. All expenses incident to performance by the Fund, the Distributor and the Adviser under this Agreement shall be paid by the appropriate party, as further provided in Schedule C. The Fund shall see to it that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale. 5.3. The parties shall bear the expenses of routine annual distribution (mailing costs) of the Fund's prospectus and distribution (mailing costs) of the Fund's proxy materials and reports to owners of Contracts offered by GALIC, in accordance with Schedule C. 15 ARTICLE VI. Diversification and Qualification. --------------------------------- 6.1. The Fund, the Distributor and the Adviser represent and warrant that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts under the Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation ss.1.817-5, as amended from time to time, 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. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. 6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public. 6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. 6.4. The Fund, Distributor or Adviser will notify GALIC immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future. 6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to GALIC, the Adviser or 16 Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act). 6.6. GALIC agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any governmental audit or review of GALIC or, to GALIC's knowledge, of any Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or GALIC otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure: (a) GALIC shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim; (b) GALIC shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure; (c) GALIC shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (d) any written materials to be submitted by GALIC to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to 17 Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by GALIC to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission; (e) GALIC shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of GALIC) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure; (f) GALIC shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GALIC shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorney's fees, incurred by GALIC in complying with this clause (f). ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding ---------------------------------------------------------------- Exemptive Order - --------------- 7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) 18 an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Designated Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform GALIC if it determines that an irreconcilable material conflict exists and the implications thereof. 7.2. GALIC will report any potential or existing conflicts of which it is aware to the Board. GALIC 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 GALIC to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by GALIC with a view only to the interests of its Contractowners. 7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any sub-adviser to any of the Designated Portfolios (the "Independent Directors"), that a material irreconcilable conflict exists, GALIC and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), 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 Designated 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 19 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 GALIC to disregard Contractowner voting instructions and that decision represents a minority position or would preclude a majority vote, GALIC may be required, at the Fund's election, to withdraw the Account's investment in the Fund and terminate this Agreement; 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 Independent Directors. 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 Adviser, the Distributor and the Fund shall continue to accept and implement orders by GALIC for the purchase (and redemption) of shares of the Fund. 7.5. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to GALIC conflicts with the majority of other state regulators, then GALIC will withdraw the Account's investment in the Fund and terminate this Agreement within six months after the Board informs GALIC in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by GALIC for the purchase (and redemption) of shares of the Fund. 7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. GALIC shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contractowners affected by the irreconcilable material conflict. In the event that the 20 Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then GALIC will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs GALIC 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 Independent Directors. 7.7. 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, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted. ARTICLE VIII. Indemnification --------------- 8.1. Indemnification By GALIC 8.1(a). GALIC agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser 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, expenses, damages and liabilities (including amounts paid in settlement with the written consent of GALIC) or litigation (including reasonable 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, expenses, damages or liabilities (or actions in respect 21 thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material 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 in writing to GALIC by or on behalf of the Adviser, Distributor or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) 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 or sales literature or other promotional material of the Fund not supplied by GALIC or persons under its control) or wrongful conduct of GALIC or persons under its 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 or other promotional material 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 in writing to the Fund by or on behalf of GALIC; or (iv) arise as a result of any failure by GALIC to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by GALIC in this Agreement or arise out of or result from any other material breach of this Agreement by GALIC, including without limitation Section 2.10 and Section 6.6 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. 8.1(b). GALIC shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would 22 otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or 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 any of the Indemnified Parties. 8.1(c). GALIC 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 GALIC 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 GALIC of any such claim shall not relieve GALIC 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, except to the extent that GALIC has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, GALIC shall be entitled to participate, at its own expense, in the defense of such action. GALIC also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from GALIC to such party of GALIC's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and GALIC will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 8.1(d). The Indemnified Parties will promptly notify GALIC 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 GALIC and its directors and officers and each person, if any, who controls GALIC within the meaning of Section 15 of the 23 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable 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 are related to the sale or acquisition of the Fund's shares or the Contracts and: (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 or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (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 in writing to the Adviser, the Distributor or the Fund by or on behalf of GALIC for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the 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 or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material 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 in writing to GALIC by or on behalf of the Adviser, the Distributor or the Fund; or (iv) arise as a result of any failure by the Fund, the Distributor or the Adviser 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 24 with the diversification and other qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or (vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof. 8.2(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, 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 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 any of the Indemnified Parties. 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, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, 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 25 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). GALIC 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 GALIC and its directors and officers and each person, if any, who controls GALIC 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 and liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and: (i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; or (iii) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; 26 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, expenses, 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 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 any of the Indemnified Parties. 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 it 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, except to the extent that the Fund has been prejudiced by such failure to give notice. 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 shall also 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). GALIC agrees promptly to notify the Fund of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with the 27 Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund. 8.4. Indemnification by the Distributor. ---------------------------------- 8.4(a). The Distributor agrees to indemnify and hold harmless GALIC and its directors and officers and each person, if any, who controls GALIC within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable 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 are related to the sale or acquisition of the Fund's shares or the Contracts and: (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 or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (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 in writing to the Adviser, the Distributor or Fund by or on behalf of GALIC for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) 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, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or 28 (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material 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 in writing to GALIC by or on behalf of the Adviser, the Distributor or Fund; or (iv) arise as a result of any failure by the Fund, Adviser or Distributor 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 (v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or (vi) arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate; as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof. 8.4(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, 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 negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties. 8.4(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 29 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 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, except to the extent that the Distributor has been prejudiced by such failure to give notice. 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 Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such 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 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. 8.4(d) GALIC agrees to promptly notify the Distributor 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. 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 New Jersey, without regard to the New Jersey Conflict of Laws provisions. 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. 30 ARTICLE X. Termination . ------------ 10.1. This Agreement shall terminate: (a) at the option of any party, with or without cause, with respect to some or all Designated Portfolios, upon sixty (60) days advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or (b) at the option of GALIC by written notice to the other parties with respect to any Designated Portfolio based upon GALIC's determination that shares of such Designated Portfolio are not reasonably available to meet the requirements of the Contracts; or (c) at the option of GALIC by written notice to the other parties with respect to any Designated Portfolio 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 GALIC; or (d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against GALIC by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding GALIC's duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of GALIC to perform its obligations under this Agreement; or (e) at the option of GALIC in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, if GALIC reasonably 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, the Distributor or the Adviser to perform their obligations under this Agreement; or (f) at the option of GALIC by written notice to the Fund with respect to any Designated Portfolio if GALIC reasonably believes that the Designated Portfolio will fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or 31 (g) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, Distributor or Adviser, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that GALIC has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on GALIC's ability to perform its obligations under this Agreement, (ii) the Fund, Distributor or Adviser notifies GALIC of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by GALIC and any other changes in circumstances since the giving of such a notice, the determination of the Fund, Distributor or Adviser shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or (h) at the option of GALIC, if (i) GALIC shall determine, in its sole judgment reasonably exercised in good faith, that the Fund, Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Fund's, Distributor's or Adviser's ability to perform its obligations under this Agreement, (ii) GALIC notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of GALIC shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or (i) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the "defaulting party") other than as described in Section 10.1(a)-(j); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party; or (j) at any time upon written agreement of all parties to this Agreement. 10.2. Notice Requirement. ------------------ No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore, 32 (a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties; (b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e) or 10.1(i) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and (c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) o 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice. 10.3. Effect of Termination. --------------------- Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or GALIC to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of GALIC, continue to make available additional shares of the Designated Portfolio(s) 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"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 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. 10.4. Surviving Provisions. Notwithstanding any termination of this Agreement, each party's obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all 33 provisions of this Agreement shall also survive and not be affected by any termination of this Agreement. 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 parties. If to the Fund: The Prudential Series Fund, Inc. Gateway Center Three 100 Mulberry Street, 4th Floor Newark, NJ 07102-4077 Attention: Secretary If to the Adviser: The Prudential Insurance Company of America 751 Broad Street, 21st Floor Newark, NJ 07102 Attention: Secretary If to the Distributor: Prudential Investment Management Services LLC Gateway Center Three 100 Mulberry Street, 14th Floor Newark, NJ 07102-4077 Attention: Secretary If to GALIC: Myles R. Tashman Executive Vice President, General Counsel & Secretary ING Variable Annuities 1475 Dunwoody Drive West Chester, PA 19380 34 ARTICLE XII. Miscellaneous. ------------- 12.1. 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 may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. 12.2. 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. 12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 12.4. 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. 12.5. 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 Delaware Commissioner of Insurance with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable annuity operations of GALIC are being conducted in a 35 manner consistent with the Delaware Variable Annuity Regulations and any other applicable law or regulations. 12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 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. GALIC agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and GALIC shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the Directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them. 12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by GALIC pursuant to this Agreement shall be limited in any case to GALIC and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of GALIC, the directors, officers, employees or agents of the GALIC, or any of them. 36 12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below. GOLDEN AMERICAN LIFE INSURANCE COMPANY By its authorized officer, By: /s/ David L. Jacobson ----------------------------- Title: Senior Vice President -------------------------- Date: April 25, 2000 --------------------------- THE PRUDENTIAL SERIES FUND, INC. By its authorized officer, By: /s/ John R. Strangfeld ----------------------------- Title: President -------------------------- Date: April 25, 2000 --------------------------- THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By its authorized officer, By: /s/ John R. Strangfeld ----------------------------- Title: Executive Vice President -------------------------- Date: April 25, 2000 --------------------------- PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC By its authorized officer, By: /s/ Robert F. Gunia ----------------------------- Title: President -------------------------- Date: April 25, 2000 --------------------------- 37 SCHEDULE A ---------- Contracts - --------- All Deferred Variable Annuity Contracts Issued By Golden American Life Insurance Company Separate Account B 38 SCHEDULE B ---------- Designated Portfolio(s) - ----------------------- Prudential Series Fund, Inc.--Prudential Jennison Portfolio 39 SCHEDULE C EXPENSES -------- The Fund and/or the Distributor and/or Adviser, and GALIC will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Fund's share of the total costs determined according to the number of pages of the Fund's respective portions of the documents.
- -------------------------------------------------------------------------------------------------- PARTY PARTY RESPONSIBLE RESPONSIBLE FOR ITEM FUNCTION FOR COORDINATION EXPENSE - -------------------------------------------------------------------------------------------------- Mutual Fund Printing of combined GALIC GALIC Prospectus prospectuses - -------------------------------------------------------------------------------------------------- Fund, Distributor or GALIC Fund, Distributor or Adviser shall supply Adviser, as GALIC with such numbers of the Designated Portfolio(s) prospectus(es) as GALIC shall reasonably request - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC (including postage) to New and Inforce Clients - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC (including postage) to Prospective Clients - -------------------------------------------------------------------------------------------------- Product Prospectus Printing and GALIC GALIC Distribution for Inforce and Prospective Clients - -------------------------------------------------------------------------------------------------- 40 - -------------------------------------------------------------------------------------------------- PARTY PARTY RESPONSIBLE RESPONSIBLE FOR ITEM FUNCTION FOR COORDINATION EXPENSE - -------------------------------------------------------------------------------------------------- Mutual Fund If Required by Fund, Fund, Distributor or Fund, Distributor or Prospectus Update & Distributor or Adviser Adviser Distribution Adviser - -------------------------------------------------------------------------------------------------- If Required by GALIC GALIC (Fund, GALIC Distributor or Adviser to provide GALIC with document in PDF format) - -------------------------------------------------------------------------------------------------- Product Prospectus If Required by Fund, GALIC Fund, Distributor or Update & Distributor or Adviser Distribution Adviser - -------------------------------------------------------------------------------------------------- If Required by GALIC GALIC GALIC - -------------------------------------------------------------------------------------------------- Mutual Fund SAI Printing Fund, Distributor or Fund, Distributor or Adviser Adviser - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC (including postage) - -------------------------------------------------------------------------------------------------- Product SAI Printing GALIC GALIC - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC - -------------------------------------------------------------------------------------------------- Proxy Material for Printing if proxy Fund, Distributor or Fund, Distributor or Mutual Fund: required by Law Adviser Adviser - -------------------------------------------------------------------------------------------------- Distribution GALIC Fund, Distributor or (including labor)if Adviser proxy required by Law - -------------------------------------------------------------------------------------------------- Printing & GALIC GALIC distribution if required by GALIC - -------------------------------------------------------------------------------------------------- Mutual Fund Annual Printing of reports Fund, Distributor or Fund, Distributor or & Semi-Annual Adviser (Designated Adviser Report Portfolio only) - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC - -------------------------------------------------------------------------------------------------- 41 - -------------------------------------------------------------------------------------------------- PARTY PARTY RESPONSIBLE RESPONSIBLE FOR ITEM FUNCTION FOR COORDINATION EXPENSE - -------------------------------------------------------------------------------------------------- Other communication If Required by the GALIC Fund, Distributor or to New and Fund, Distributor or Adviser Prospective clients Adviser - -------------------------------------------------------------------------------------------------- If Required by GALIC GALIC GALIC - -------------------------------------------------------------------------------------------------- Other communication Distribution GALIC Fund, Distributor to inforce (including labor and or Adviser printing) if required by the Fund, Distributor or Adviser - -------------------------------------------------------------------------------------------------- Distribution GALIC GALIC (including labor and printing)if required by GALIC - -------------------------------------------------------------------------------------------------- Errors in Share Price Cost of error to GALIC Fund or Adviser calculation pursuant participants to Section 1.10 - -------------------------------------------------------------------------------------------------- Cost of reasonable GALIC Fund or Adviser expenses related to administrative work to correct error - -------------------------------------------------------------------------------------------------- Operations of the All operations and Fund, Distributor or Fund or Adviser Fund related expenses, Adviser including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan - -------------------------------------------------------------------------------------------------- 42 - -------------------------------------------------------------------------------------------------- PARTY PARTY RESPONSIBLE RESPONSIBLE FOR ITEM FUNCTION FOR COORDINATION EXPENSE - -------------------------------------------------------------------------------------------------- Operations of the Federal registration GALIC GALIC Account of units of separate account (24f-2 fees) - --------------------------------------------------------------------------------------------------
43 EX-99.B9 10 kjsopinionltrn4.txt OPINION AND CONSENT OF COUNSEL ING KIMBERLY J. SMITH Executive Vice President, General Counsel and Assistant Secretary April 26, 2002 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) Under Delaware law, 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, and 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/Kimberly J. Smith - --------------------- 1475 Dunwoody Drive Tel: 610-425-3427 West Chester, PA 19380-1478 Fax: 610-425-3735 EX-99.B10A 11 dva.txt ERNST & YOUNG CONSENT Exhibit 10(a) - Consent of Ernst and 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 15, 2002, with respect to the consolidated financial statements of Golden American Life Insurance Company, and to the use of our report dated February 15, 2002, with respect to the financial statements of Golden American Life Insurance Company Separate Account B, included in Post-Effective Amendment No. 32 to the Registration Statement under the Securities Act of 1933 (Form N-4 No. 33-23351) and related Prospectuses of Golden American Life Insurance Company Separate Account B. Our audits (to which the date of our report is March 15, 2002) also included the financial statement schedules of Golden American Life Insurance Company included in Item 24(a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic 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 24, 2002 EX-99.B15 12 masterpoa.txt POWER OF ATTORNEY POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. SOUTHLAND LIFE INSURANCE COMPANY: As Director of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ John R. Barmeyer - -------------------------------------- John R. Barmeyer POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Carol V. Coleman ---------------------------------------- Carol V. Coleman POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 3rd day of April, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Richard M. Conley - -------------------------------------- Richard M. Conley POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 27th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Michael W. Cunningham - ------------------------------------ Michael W. Cunningham POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. SOUTHLAND LIFE INSURANCE COMPANY: As Controller of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Shari Enger, Vice President Finance/Controller - --------------------------------------------- Shari A. Enger POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 hereby ratifying and confirming on this 25th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Stephen J. Friedman - ---------------------------------------------- Stephen J. Friedman POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director, President and Chief Executive Officer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 25th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ James R. Gelder ------------------------------------ James R. Gelder POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 25th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Ulric Haynes, Jr. - ------------------------------------ Ulric Haynes, Jr. POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director and Chief Financial Officer of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director and Chief Financial Officer of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Director and Chief Financial Officer of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director and Chief Financial Officer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 NORTHERN LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director and Chief Financial Officer of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director and Chief Financial Officer of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Wayne R. Huneke --------------------------------------- Wayne R. Huneke POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 hereby ratifying and confirming on this 27th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Andrew J. Kalinowski - ---------------------------------------------- Andrew J. Kalinowski POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 hereby ratifying and confirming on this 27th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Bernard Levitt - ----------------------------------------- Bernard Levitt POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Director of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Director of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 NORTHERN LIFE INSURANCE COMPANY: As Director of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 29th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Randy Lowery - ------------------------------------------------- P. Randall Lowery POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director and President of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director and President of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Director of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Director of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 NORTHERN LIFE INSURANCE COMPANY: As Director, President and Chief Executive Officer of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 1st day of April, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Thomas J. McInerney - ------------------------------------------------------ Thomas J. McInerney POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Treasurer of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 NORTHERN LIFE INSURANCE COMPANY: As Treasurer of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ David S. Pendergrass - ------------------------------------------------------- David S. Pendergrass POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Fioravante G. Perrotta - -------------------------------------------------------- Fioravante G. Perrotta, Director POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As President and Chief Executive Officer of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 hereby ratifying and confirming on this 28th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Stephen J. Preston - ------------------------------------------------------- Stephen J. Preston POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Director and Chief Executive Officer of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Director and Chief Executive Officer of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 NORTHERN LIFE INSURANCE COMPANY: As Director of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director and Chief Executive Officer of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director and Chief Executive Officer of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Robert C. Salipante - -------------------------------------------------------- Robert C. Salipante POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. GOLDEN AMERICAN LIFE INSURANCE COMPANY: As President of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As President of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As President of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 SECURITY LIFE OF DENVER INSURANCE COMPANY: As President of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director and President of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 3rd day of April, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Chris D. Schreier - --------------------------------------------------- Chris D. Schreier POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Director of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Director of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Director of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Director of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Director of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Director of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 NORTHERN LIFE INSURANCE COMPANY: As Director of NORTHERN LIFE INSURANCE COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella and Julie Rockmore. Registration Statements filed under the Securities Act of 1933: 33-90474 333-83772 333-83774 333-32948 Registration Statements filed under the Investment Company Act of 1940: 811-09002 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Director of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 SOUTHLAND LIFE INSURANCE COMPANY: As Director of SOUTHLAND LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-46294 33-89574 33-97852 333-49880 Registration Statements filed under the Investment Company Act of 1940: 811-09106 811-08976 hereby ratifying and confirming on this 27th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Mark Tullis - ------------------------------------------------- Mark Tullis POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 27th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Charles B. Updike, Director - ------------------------------------------------------ Charles B. Updike POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK: As Director of RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK I hereby appoint J. Neil McMurdie, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-76642 333-47527 333-75938 333-19123 333-52358 Registration Statements filed under the Investment Company Act of 1940: 811-03427 811-07935 hereby ratifying and confirming on this 23rd day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ Ross M. Weale - -------------------------------------------------------- Ross M. Weale POWER OF ATTORNEY PURSUANT TO ITEM 601.(b)(24) OF REGULATION SK AND RULE 462(b) OF THE SECURITIES ACT OF 1933 The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940. ING LIFE INSURANCE AND ANNUITY COMPANY: As Chief Accounting Officer of ING LIFE INSURANCE AND ANNUITY COMPANY I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-52448 33-75976 33-88722 2-52449 33-75978 33-88724 33-02339 33-75980 33-89858 33-34370 33-75982 33-91846 33-34583 33-75984 333-01107 33-42555 33-75986 333-09515 33-60477 33-75988 333-15817 33-61897 33-75990 333-24645 33-62473 33-75992 333-27337 33-63611 33-75994 333-30694 33-64277 33-75996 333-34014 33-64331 33-75998 333-37448 33-75248 33-76000 333-48774 33-75954 33-76002 333-49176 33-75956 33-76004 333-49593 33-75958 33-76018 333-49495 33-75960 33-76024 333-56297 33-75962 33-76026 333-60016 33-75964 33-79118 333-69574 33-75966 33-79122 333-72079 33-75968 33-81216 333-84299 33-75970 33-87642 333-75062 33-75972 33-87932 333-87305 33-75974 33-88720 333-89953 Registration Statements filed under the Investment Company Act of 1940: 811-02512 811-02513 811-04536 811-05906 811-09665 ING INSURANCE COMPANY OF AMERICA: As Chief Accounting Officer of ING INSURANCE COMPANY OF AMERICA I hereby appoint Megan Dunphy, J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-59749 33-63657 333-22723 33-62481 33-80750 333-49581 33-63611 33-81010 333-87131 Registration Statements filed under the Investment Company Act of 1940: 811-08582 GOLDEN AMERICAN LIFE INSURANCE COMPANY: As Chief Accounting Officer of GOLDEN AMERICAN LIFE INSURANCE COMPANY I hereby appoint Linda Senker and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-23512 333-30180 333-66745 33-28755 333-33914 333-66757 33-34827 333-33924 333-67660 33-59261 333-57212 333-68138 33-87272 333-57218 333-70600 333-23351 333-59398 333-70602 333-28679 333-59408 333-35592 333-28765 333-63692 333-76150 333-28769 333-63694 333-95457 Registration Statements filed under the Investment Company Act of 1940: 811-05626 FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK As Chief Accounting Officer of FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK, I hereby appoint Linda Senker and Kimberly J. Smith. 333-16501 333-77385 333-16279 Registration Statements filed under the Investment Company Act of 1940: 811-07935 EQUITABLE LIFE INSURANCE COMPANY OF IOWA: As Chief Accounting Officer of EQUITABLE LIFE INSURANCE COMPANY OF IOWA I hereby appoint Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 33-79170 Registration Statements filed under the Investment Company Act of 1940: 811-08524 RELIASTAR LIFE INSURANCE COMPANY: As Chief Accounting Officer of RELIASTAR LIFE INSURANCE COMPANY I hereby appoint J. Neil McMurdie, Linda Senker, and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 2-95392 33-69892 333-47094 33-57244 333-18517 333-69431 33-65870 Registration Statements filed under the Investment Company Act of 1940: 811-04208 811-03341 SECURITY LIFE OF DENVER INSURANCE COMPANY: As Chief Accounting Officer of SECURITY LIFE OF DENVER INSURANCE COMPANY I hereby appoint J. Neil McMurdie and Kimberly J. Smith. Registration Statements filed under the Securities Act of 1933: 333-72753 333-34404 33-78444 33-74190 333-50278 33-88148 333-73464 333-34402 333-90577 Registration Statements filed under the Investment Company Act of 1940: 811-08292 811-08196 hereby ratifying and confirming on this 26th day of March, 2002, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto. SIGNATURE/TITLE /s/ David A. Wheat - -------------------------------------------------------- David A. Wheat Senior Vice President & Corporate Controller EX-99.B16 13 ingaffiliates.txt ING AFFILIATES LIST List of ING Subsudiaries
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ "The Seven Provinces" Ltd. 10001467 98.00 London Insurance Underwriters Ltd. "Transatlantica" N.V. 10000511 100.00 Schenkkade 65 2565 AS Den Haag Herverzekering Maatschappij N.V. 1.BHF Prag-Immobilien GmbH 50000482 97.09 Pague s.r.o. 1084703 Ontario Inc. Inc. 100.00 590 Graham Drive ON P1B 7S1 North Bay 1118632 Ontario Inc. Inc. 100.00 128 Lansdowne Avenue East ON P0H 1H0 Callander 1158157 Ontario Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay 1300 Connecticut Avenue Inc. 40000246 100.00 66 Canal Center Plaza, VI 22314 Alexandria Joint Venture Suite 500 (Virginia) 1418583 Ontario Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay 1440915 Ontario Inc Inc. 49.00 590 Graham Drive ON P1B 7S1 North Bay 3214141 Canada Inc. Inc. 10001452 100.00 181 University Avenue, 9th M5H 3M7 Toronto floor 3662578 Canada Inc.(7) Inc. 100.00 590 Graham Drive ON P1B 7S1 North Bay 3W Vastgoed B.V. B.V. 50000611 29.33 Statensingel 2 6247 KD Maastricht 52 Philip Street Pty Ltd. 10001491 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited 828799 Alberta Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay 828803 Alberta Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay 828809 Alberta Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay 829031 Alberta Ltd. Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton 829037 Alberta Ltd. Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton A. Prins B.V. B.V. 10001349 70.03 Havenkade 1 1973AH IJmuiden A. Prins Makelaardij B.V. 10001368 100.00 Havenkade 1 1973AH IJmuiden o/g B.V. A. van der Molen B.V. 20001493 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Herenmode B.V. A. van der Pol B.V. 20001773 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen B.V. 20001764 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Abaxbourse S.A. 50000689 100.00 Rue du faubourg Saint- 75005 Paris Honore Abecor S.A. S.A. 20002111 14.08 Bld. du Regent 47-48 1000 Bruxelles Aberlady B.V. B.V. 20001670 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Abiform Pty Limited Ltd. 10001493 100.00 Level 13, 347 Kent Street NSW 2000 Sydney ABO Bijlsma Assurantien B.V. 10001274 100.00 P.C. Hooftweg 5 1217 RJ Hilversum B.V. ABOYNE B.V. B.V. 40000469 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Abrocoma B.V. B.V. 20001567 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost ABV Staete B.V. B.V. 10000526 100.00 Schenkkade 65 2595 AS Den Haag ABZ Holding B.V. B.V. 20002439 6.17 Handelsweg 6 3707 NH Zeist Accomplished Leasing Ltd. 50000814 98.00 8 Bishopsgate EC2N 4AE London Limited Aceros B.V. B.V. 20001631 98.28 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Aconto B.V. B.V. 20000193 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost ACT Administratie Service B.V. 10000023 100.00 Schenkkade 65 2595 AS Den Haag B.V. ACT Computer Services B.V. B.V. 10000024 100.00 Schenkkade 65 2595 AS Den Haag ACT Internet Services B.V. B.V. 10000022 100.00 Schenkkade 65 2595 AS Den Haag Acti Location SA S.A. 20002204 99.99 Paris Acti-Bail Lyon SA S.A. 20002201 100.00 Lyon Acti-Bail SA S.A. 20002202 100.00 Paris Acti-Equipement (ex-Rivaud- S.A. 20002203 100.00 Paris Bail) SA Administradora de Fondos S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile de Inversiones S.A. piso 17, Torre Norte, Las Condes Administradora de Fondos S.A. 96.60 Av. Nueva Tajamar 481, Santiago de Chile de Pensiones Santa piso 17, Torre Norte, Las Maria S.A. Condes Administratie- en B.V. 50000392 100.00 Herculesplein 5 3584 AA Utrecht Trustkantoor van het Beleggingsfonds voor Protestants Nederland B.V. Administratiekantoor de B.V. 20000670 100.00 James Wattstraat 79 1079 DL Amsterdam Leuve B.V. Advisor Asset Management Ltd. 10001512 100.00 Level 1 160 Queen Street VIC 3000 Melbourne Limited - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ "The Seven Provinces" United Kingdom No No No Insurance Underwriting Assurantiemaatschappij Insurance Underwriters Ltd. "De Zeven Provincien" N.V. "Transatlantica" Netherlands No No No Reinsurance Assurantiemaatschappij Herverzekering "De Zeven Provincien" Maatschappij N.V. N.V. 1.BHF Prag-Immobilien Czech Republic No No No Real Estate Management BHF Immobilien-GmbH s.r.o. 1084703 Ontario Inc. Canada No No No Inactive Equisure Financial Management Limited 1118632 Ontario Inc. Canada No No No Insurance Agency G. R. Hutchison Insurance Brokers Ltd. 1158157 Ontario Ltd. Canada No No No Inactive Equisure Financial Network, Inc. 1300 Connecticut Avenue United States No No No Real Estate Management ING Real Estate Joint Venture of America International Development B.V. 1418583 Ontario Ltd. Canada No No No Holding Equisure Financial Network, Inc. 1440915 Ontario Inc Canada No No No Holding ING Canada, Inc. 3214141 Canada Inc. Canada No No No Wellington Insurance Company 3662578 Canada Inc.(7) Canada No No No Holding Equisure Financial Network, Inc. 3W Vastgoed B.V. Netherlands No No No Real Estate Management ING Vastgoed Ontwikkeling B.V. 52 Philip Street Pty Australia No No No Holding The Mercantile Mutual Limited Life Insurance Co. Ltd. 828799 Alberta Ltd. Canada No No No Holding Equisure Financial Network, Inc. 828803 Alberta Ltd. Canada No No No Inactive Equisure Financial Network, Inc. 828809 Alberta Ltd. Canada No No No Inactive Equisure Insurance Services Ltd. 829031 Alberta Ltd. Canada No No No Inactive Equisure Financial Network, Inc. 829037 Alberta Ltd. Canada No No No Inactive Equisure Financial Network, Inc. A. Prins B.V. Netherlands No No No Insurance broker Belhaska XI B.V. A. Prins Makelaardij Netherlands No No No Insurance broker A. Prins B.V. o/g B.V. A. van der Molen Netherlands No No No Cash Company ING Prena B.V. Herenmode B.V. A. van der Pol Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen Netherlands No No No Cash Company ING Prena B.V. B.V. Abaxbourse France No No No Investment Management Banque Bruxelles Lambert France S.A. Abecor S.A. Belgium No No No Miscellaneous Bank Brussel Lambert N.V. Aberlady B.V. Netherlands No No No Investment Company Embee Holding B.V. Abiform Pty Limited Australia No No No Investment Company The Mercantile Mutual Life Insurance Co. Ltd. ABO Bijlsma Assurantien Netherlands No No No Insurance broker Belhaska XI B.V. B.V. ABOYNE B.V. Netherlands No No No Holding ING Groep N.V. Abrocoma B.V. Netherlands No No No Cash Company ING Prena B.V. ABV Staete B.V. Netherlands No No No Real Estate Management BOZ B.V. ABZ Holding B.V. Netherlands No No No Holding Nationale-Nederlanden Nederland B.V. Accomplished Leasing United Kingdom No No No Lease Bishopscourt Ltd Limited Aceros B.V. Netherlands No No No Cash Company ING Prena B.V. Aconto B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. ACT Administratie Service Netherlands No No No Holding B.V. Administratie B.V. Centrum voor Tussenpersonen ACT ACT Computer Services B.V. Netherlands No No No Service Company B.V. Administratie Centrum voor Tussenpersonen ACT ACT Internet Services B.V. Netherlands No No No Holding ING Support Holding B.V. Acti Location SA France No No No Financial Services Loca-BBL S.A. Acti-Bail Lyon SA France No No No Financial Services Loca-BBL S.A. Acti-Bail SA France No No No Financial Services Loca-BBL S.A. Acti-Equipement (ex-Rivaud- France No No No Financial Services Loca-BBL S.A. Bail) SA Administradora de Fondos Chile No No No Aetna S.A. de Inversiones S.A. Administradora de Fondos Chile No No No Aetna S.A. de Pensiones Santa Maria S.A. Administratie- en Netherlands No No No Trust Company CenE Bankiers N.V. Trustkantoor van het Beleggingsfonds voor Protestants Nederland B.V. Administratiekantoor de Netherlands No No No Mngmnt. & Adm. of shares InterAdvies N.V. Leuve B.V. Advisor Asset Management Australia No No No Financial Services Advisor Investment Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ "The Seven Provinces" 98.00 Insurance Underwriters Ltd. "Transatlantica" 100.00 Herverzekering Maatschappij N.V. 1.BHF Prag-Immobilien 97.09 s.r.o. 1084703 Ontario Inc. 100.00 1118632 Ontario Inc. 100.00 1158157 Ontario Ltd. 100.00 1300 Connecticut Avenue 100.00 Joint Venture 1418583 Ontario Ltd. 100.00 1440915 Ontario Inc 49.00 3214141 Canada Inc. 100.00 3662578 Canada Inc.(7) 100.00 3W Vastgoed B.V. 29.33 52 Philip Street Pty 100.00 Limited 828799 Alberta Ltd. 100.00 828803 Alberta Ltd. 100.00 828809 Alberta Ltd. 100.00 829031 Alberta Ltd. 100.00 829037 Alberta Ltd. 100.00 A. Prins B.V. 0.10 Belhaska XI 69.93 B.V. A. Prins Makelaardij 100.00 o/g B.V. A. van der Molen 100.00 Herenmode B.V. A. van der Pol 100.00 Beleggingsmaatschappij Amsterdam B.V. A. Van Venrooy Beleggingen 100.00 B.V. Abaxbourse 100.00 Abecor S.A. 14.08 Aberlady B.V. 100.00 Abiform Pty Limited 100.00 ABO Bijlsma Assurantien 10.00 Oostermij B.V. 90.00 B.V. ABOYNE B.V. 100.00 Abrocoma B.V. 100.00 ABV Staete B.V. 100.00 ABZ Holding B.V. 6.17 Accomplished Leasing 98.00 Limited Aceros B.V. 98.28 Aconto B.V. 100.00 ACT Administratie Service 100.00 B.V. ACT Computer Services B.V. 100.00 ACT Internet Services B.V. 100.00 Acti Location SA 99.99 Acti-Bail Lyon SA 100.00 Acti-Bail SA 100.00 Acti-Equipement (ex-Rivaud- 100.00 Bail) SA Administradora de Fondos 100.00 de Inversiones S.A. Administradora de Fondos 96.60 de Pensiones Santa Maria S.A. Administratie- en 100.00 Trustkantoor van het Beleggingsfonds voor Protestants Nederland B.V. Administratiekantoor de 100.00 Leuve B.V. Advisor Asset Management 100.00 Limited
1
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Advisor Investment Ltd. 10001511 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Services Limited Advisor Research Pty Ltd. 10001514 100.00 Level 1 160 Queen Street VIC 3000 Melbourne Limited Advisory Company S.A. 20001729 99.97 Rue d'Arlon Luxembourg Luxembourg AE Five Inc. Inc. 100.00 Aeltus Capital, Inc. Inc. 50000729 100.00 10 State House Square CT 06103-3602 Hartfort, CT Aeltus Investment Inc. 50000730 100.00 10 State House Square CT 06103-3602 Hartfort, CT Management, Inc. Aeltus Trust Company 50000721 100.00 10 State House Square CT 06103-3602 Hartfort, CT Aeneas Beheer B.V. B.V. 50000528 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Aetna (HK) Services Ltd. 50001044 100.00 2818, Two Pacific Place, Hong Kong Limited 88 Queensway Aetna (Netherlands) B.V. 100.00 Hoekenrode 6 1102 BR Amsterdam Holdings B.V. Aetna Argentina S.A. S.A. 100.00 Torre Alem Plaza, L.N. CF 1001 Buenos Aires Alem 855 Aetna Capital Holdings, Inc. 100.00 Inc. Aetna Chile Seguros de S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile Vida S.A. piso 17, Torre Norte, Las Condes Aetna Chile Seguros S.A. 99.05 Av. Nueva Tajamar 481, Santiago de Chile Generales S.A. piso 17, Torre Norte, Las Condes Aetna Confirmation Service 100.00 Co. Aetna Credito Hipotecario S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile S.A. piso 17, Torre Norte, Las Condes Aetna Financial Limited Ltd. 50001047 100.00 2818, Two Pacific Place, Hong Kong 88 Queensway Aetna Financial Services, Inc. 50000463 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Inc Aetna Heart Investment Ltd. 50001020 80.00 7F, No. 176, Sec. 1, 100 Taipeh Holdings Limited Keelung Road Aetna Heart Publishing Co. Ltd. 50001035 99.40 6F, 176, Keelung Road, 110 Taipei Ltd. Sec. 1 Aetna Information Ltd. 50001025 100.00 Room 2906, Peace World 510060 Guangzhou Technology (Guangzhou) Plaza, 362-366, Huan Shi Limited Dong Lu Aetna Insurance Agency Inc. 50000462 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Holding Company, Inc. Aetna Insurance Agency of Inc. 50000879 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Alabama, Inc. Aetna Insurance Agency of Inc. 50000461 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Massachusetts, Inc. Aetna Insurance Agency of Inc. 50000459 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Ohio, Inc. Aetna Insurance Agency of Inc. 50000460 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Texas, Inc. 1) Aetna Insurance Agency, Inc. 50000458 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Inc. Aetna International 1, LLC LLC 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Aetna International 2, LLC LLC 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Aetna International 3, LLC LLC 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Aetna International 4, LLC LLC 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Aetna International Fund Inc. 100.00 Management, Inc. Aetna International Ltd. 50001046 100.00 2818, Two Pacific Place, Hong Kong Holdings I Limited 88 Queensway Aetna International Ltd. 50001043 100.00 2818, Two Pacific Place, Hong Kong Holdings II Limited 88 Queensway Aetna International Inc. Inc. 50001055 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Aetna International Peru S.A. 100.00 S.A. Aetna Investment Adviser Inc. 50000457 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Holding Company, Inc. Aetna Investment Ltd. 50000723 100.00 10th floor Cityplaza 4, 12 Hong Kong Management (Bermuda) Taikoo Wan Road, Taikoo Holdings Limited Shing Aetna Investment Ltd. 50001050 100.00 2818, Two Pacific Place, Hong Kong Management (F.E.) Limited 88 Queensway Aetna Investment Ltd. 50001026 80.00 7F, No. 176, Sec. 1, 110 Taipeh Management (Taiwan) Keelung Road Limited Aetna Investment Services, LLC 50000456 100.00 151 Farmington Avenue CT 06156 Hartfort, CT LLC Aetna Leasing Co. 45.00 Aetna Life & Casually N.V. 100.00 ABN Trustcompany (Curacao) Willemstad, Curaca International Finance N.V. N.V., Pietermaai 15 Aetna Life Insurance Inc. 100.00 20th Floor, Multinational 1226 Makati City (Philippines), Inc. Bancorporation Centre, 6805 Ayala Avenue Aetna Life Insurance 50.00 Agency Co. Aetna Life Insurance Inc. 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Company of America Holdings, Inc. Aetna MPF Limited Ltd. 100.00 2818, Two Pacific Place, Hong Kong 88 Queensway Aetna Osotspa Life Ltd. 50001030 26.94 No. 130-132, 16th & 29th 10330 Bangkok Assurance Co. Ltd. Floor, Sindhorn Building, Tower 3, Wireless Road Aetna Pensiones Peru S.A. S.A. 100.00 Aetna Philippine Ventures, Inc. 50001018 100.00 104 Herrera Street, 1226 Makati City Inc. Legaspi Village - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Advisor Investment Australia No No No Financial Services Austplanners Holdings Services Limited Pty Limited Advisor Research Pty Australia No No No Financial Services Advisor Investment Limited Services Limited Advisory Company Luxemburg No No No Management Company Middenbank Curacao N.V. Luxembourg (general) AE Five Inc. United States No No No Aetna International, of America Inc. Aeltus Capital, Inc. United States Yes No No Broker Aeltus Investment of America Management, Inc. Aeltus Investment United States No No Yes Investment Advisory Aetna Investment Adviser Management, Inc. of America Holding Company, Inc. Aeltus Trust Company United States No No No Trust Company Aeltus Investment of America Management, Inc. Aeneas Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Aetna (HK) Services Hong Kong No No No Holding Aetna International, Limited Inc. Aetna (Netherlands) Netherlands No No No Service Company Aetna Life & Casually Holdings B.V. International Finance N.V. Aetna Argentina S.A. Argentina No No No Aetna International, Inc. Aetna Capital Holdings, United States No No No Aetna International, Inc. of America Inc. Aetna Chile Seguros de Chile No No No Life Insurance Aetna S.A. Vida S.A. Aetna Chile Seguros Chile No No No Insurance: General Aetna S.A. Generales S.A. Aetna Confirmation Service Japan No No No The Aetna Heiwa Life Co. Insurance Company Limited Aetna Credito Hipotecario Chile No No No Aetna S.A. S.A. Aetna Financial Limited Hong Kong No No No Financial Services Aetna Life Insurance Company (Bermuda) Limited Aetna Financial Services, United States No No No Financial Services Aetna Retail Holding Inc of America Company, Inc. Aetna Heart Investment Taiwan No No No Holding Aetna Life Insurance Holdings Limited Company of America Aetna Heart Publishing Co. Taiwan No No No Miscellaneous Aetna Heart Investment Ltd. Holdings Limited Aetna Information China No No No Information Technology Aetna International, Technology (Guangzhou) Inc. Limited Aetna Insurance Agency United States No No No Holding Aetna Retail Holding Holding Company, Inc. of America Company, Inc. Aetna Insurance Agency of United States No No No Insurance Agency Aetna Insurance Agency Alabama, Inc. of America Holding Company, Inc. Aetna Insurance Agency of United States No No No Insurance Agency Aetna Insurance Agency Massachusetts, Inc. of America Holding Company, Inc. Aetna Insurance Agency of United States No No No Insurance Agency Aetna Insurance Agency Ohio, Inc. of America Holding Company, Inc. Aetna Insurance Agency of United States No No No Insurance Agency Aetna Insurance Agency Texas, Inc. 1) of America Holding Company, Inc. Aetna Insurance Agency, United States No No No Insurance Agency Aetna Insurance Agency Inc. of America Holding Company, Inc. Aetna International 1, LLC United States No No No Aetna International, of America Inc. Aetna International 2, LLC United States No No No Aetna International, of America Inc. Aetna International 3, LLC United States No No No Aetna International, of America Inc. Aetna International 4, LLC United States No No No Aetna International, of America Inc. Aetna International Fund United States No No No Aetna International, Management, Inc. of America Inc. Aetna International Hong Kong No No No Aetna International, Holdings I Limited Inc. Aetna International Hong Kong No No No Aetna International, Holdings II Limited Inc. Aetna International Inc. United States No No No Holding Lion Connecticut of America Holdings, Inc. Aetna International Peru Peru No No No Aetna S.A. S.A. Aetna Investment Adviser United States No No No Investment Advisory ING Life Insurance and Holding Company, Inc. of America Annuity Company Aetna Investment Hong Kong No No Yes Investment Advisory Aeltus Investment Management (Bermuda) Management, Inc. Holdings Limited Aetna Investment Hong Kong No No Yes Investment Advisory Aetna (HK) Services Management (F.E.) Limited Limited Aetna Investment Taiwan No No Yes Investment Advisory Aetna International, Management (Taiwan) Inc. Limited Aetna Investment Services, United States Yes No Yes Brokerage ING Life Insurance and LLC of America Annuity Company Aetna Leasing Co. Japan No No No Lease The Aetna Heiwa Life Insurance Company Limited Aetna Life & Casually Netherlands No No No Aetna International, International Finance N.V. Antilles Inc. Aetna Life Insurance Philippines No No No Life Insurance Aetna Philippine (Philippines), Inc. Ventures, Inc. Aetna Life Insurance Taiwan No No No Life Insurance Aetna Heart Investment Agency Co. Holdings Limited Aetna Life Insurance United States No No No Life Insurance Aetna International, Company of America of America Inc. Holdings, Inc. Aetna MPF Limited No No No Aetna International, Inc. Aetna Osotspa Life Thailand No No No Life Insurance Aetna International, Assurance Co. Ltd. Inc. Aetna Pensiones Peru S.A. Peru No No No Santa Maria Internacional S.A. Aetna Philippine Ventures, Philippines No No No Holding Aetna International, Inc. Inc. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Advisor Investment 100.00 Services Limited Advisor Research Pty 100.00 Limited Advisory Company 99.97 Luxembourg AE Five Inc. 100.00 Aeltus Capital, Inc. 100.00 Aeltus Investment 100.00 Management, Inc. Aeltus Trust Company 100.00 Aeneas Beheer B.V. 100.00 Aetna (HK) Services 100.00 Limited Aetna (Netherlands) 100.00 Holdings B.V. Aetna Argentina S.A. 100.00 Aetna Capital Holdings, 100.00 Inc. Aetna Chile Seguros de 100.00 Vida S.A. Aetna Chile Seguros 99.05 Generales S.A. Aetna Confirmation Service 100.00 Co. Aetna Credito Hipotecario 100.00 S.A. Aetna Financial Limited 100.00 Aetna Financial Services, 100.00 Inc Aetna Heart Investment 80.00 Holdings Limited Aetna Heart Publishing Co. 99.40 Ltd. Aetna Information 100.00 Technology (Guangzhou) Limited Aetna Insurance Agency 100.00 Holding Company, Inc. Aetna Insurance Agency of 100.00 Alabama, Inc. Aetna Insurance Agency of 100.00 Massachusetts, Inc. Aetna Insurance Agency of 100.00 Ohio, Inc. Aetna Insurance Agency of 100.00 Texas, Inc. 1) Aetna Insurance Agency, 100.00 Inc. Aetna International 1, LLC 100.00 Aetna International 2, LLC 100.00 Aetna International 3, LLC 100.00 Aetna International 4, LLC 100.00 Aetna International Fund 100.00 Management, Inc. Aetna International 100.00 Holdings I Limited Aetna International 100.00 Holdings II Limited Aetna International Inc. 100.00 Aetna International Peru 100.00 S.A. Aetna Investment Adviser 100.00 Holding Company, Inc. Aetna Investment 100.00 Management (Bermuda) Holdings Limited Aetna Investment 100.00 Management (F.E.) Limited Aetna Investment 80.00 Management (Taiwan) Limited Aetna Investment Services, 100.00 LLC Aetna Leasing Co. 10.00 Aetna Premium 35.00 Collection Co. Aetna Life & Casually 100.00 International Finance N.V. Aetna Life Insurance 100.00 (Philippines), Inc. Aetna Life Insurance 50.00 Agency Co. Aetna Life Insurance 80.00 ING Insurance 20.00 Company of America International Holdings, Inc. B.V. Aetna MPF Limited 100.00 Aetna Osotspa Life 26.94 Assurance Co. Ltd. Aetna Pensiones Peru S.A. 66.00 Aetna S.A. 34.00 Aetna Philippine Ventures, 100.00 Inc.
2
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Aetna Premium Collection 100.00 Co. Aetna Retail Holding Inc. 50000454 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Company, Inc. Aetna Retirement Holdings, Inc. 50000453 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Inc. Aetna Retirement Services, Inc. 50000452 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Inc. Aetna S.A. S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Aetna Salud S.A. S.A. 100.00 Torre Alem Plaza, L.N. CF 1001 Buenos Aires (Argentina) Alem 855 Aetna Salud S.A. (Chile) S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Aetna Securities Ltd. 50001027 80.00 Suite 4D, 181 Fu Hsing, 104 Taipeh Investment Management North Road (Taiwan) Limited Aetna Services Holding Inc. 50000726 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Company, Inc. Aetna South Life Insurance Ltd. 50001037 99.40 18F, No. 366, Po-Ai First Kaoshiung Agency Co. Ltd. Road Aetna Synopac Credit Card Ltd. 50001038 49.99 12/13F, No. 760, Sec. 4, 105 Taipei Company Limited Pa-Der Road Aetna Trust Limited Ltd. 100.00 2818, Two Pacific Place, Hong Kong 88 Queensway Aetna Universal Insurance Berhad 50001032 100.00 18th Floor, Menara Aetna 50927 Kuala Lumpur Berhad Universal 84, Jalan Raja Chulan Aetna Vida S.A. S.A. 100.00 Torre Alem Plaza, L.N. CF 1001 Buenos Aires Alem 855 Afamco B.V. B.V. 20002025 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Afore Bital SA de CV S.A. 10001461 100.00 Paseo De La Reforma 156, 06600 Mexico-City Piso 12, Col. Juarez AFP Financial Holdings, Inc. 100.00 20 Erb Street, suite 800 N2L 1T2 Waterloo (Ont.) Inc AFP Insurance Services Inc. 20.00 2450 Rue Girouard Ouest QC J2S 3B3 Saint-Hyacinthe (Quebec) Inc. AFP Insurance Services Ltd Ltd. 100.00 20 Erb Street, suite 800 N2L 1T2 Waterloo (Ont.) AFP Integra Peru S.A. 60.20 Avenida Miro Quesada 260, Lima Piso 8 AFP Securities Inc. Inc. 100.00 20 Erb Street, suite 800 N2L 1T2 Waterloo (Ont.) AFP Wealth Management, Inc. 100.00 20 Erb Street, suite 800 N2L 1T2 Waterloo (Ont.) Inc. Agfa Finance SA S.A. 20002164 48.39 Bruxelles Agpo B.V. 20000805 52.50 Runnenburg 30 3981 AZ Bunnik Participatiemaatschappij B.V. Aibgee Pty Limited Ltd. 10001495 100.00 Melbourne Air Finance Amsterdam B.V. B.V. 20001121 100.00 Karspeldreef 15 1101 CK Amsterdam Zuidoost Airlease Fin Group Ltd. 20002279 5.00 Dublin Airlease Finance Ltd. Ltd. 20002215 36.36 Shannon Akelius Fonder Plc. Plc. - Yes IFSC House, International 1 Dublin Financial Services Centre Alabama First Insurance Inc. 10001460 100.00 Birmingham Company Albranis B.V. B.V. 20001044 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Alegro Krediet B.V. B.V. 20001527 100.00 Hang 6 3011 GG Rotterdam Alegron Belegging B.V. B.V. 20000182 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Algemeene Hypotheekbank N.V. 20001917 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Algemeene N.V. 20001926 100.00 Mr. Treublaan 7 1097 DP Amsterdam Waarborgmaatschappij N.V. Alismafar Beheer B.V. B.V. 20001648 100.00 Herculesplein 5 3584 AA Utrecht Aliwall Limited Ltd. 20001398 100.00 8f Exchange Square, Hong Kong Connaught Place Alkmare B.V. B.V. 40000026 100.00 Schenkkade 65 2595 AS Den Haag Allgemeine Deutsche AG 20001950 49.00 Baselerstrasse 27-31 60037 Frankfurt am Main Direktbank AG Almenzor B.V. B.V. 20001116 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Alpha 2 GmbH GmbH 20000003 100.00 Willinghusener Weg 5B 22113 Oststeinbek Alpha 3 GmbH GmbH 20000004 100.00 Willinghusener Weg 5B 22113 Oststeinbek Alpha 4 GmbH GmbH 20000005 100.00 Willinghusener Weg 5B 22113 Oststeinbek Altasec N.V. N.V. 20001014 100.00 Kaya W.F.G. (Jombi) Willemstad, Mensing 14 Curacao Alte Leipziger Trust GmbH 20002527 24.27 Bockenheimer Landstrasse 60323 Frankfurt am Main Investment-Gesellschaft 10 mbh Altube B.V. B.V. 20001618 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Alyssum B.V. B.V. 50000549 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Amellus Capital Ltd. Ltd. 20002162 100.00 67 Landsdowne Road 4 Dublin Amellus Holdings Ltd. Ltd. 20002051 100.00 67 Landsdowne Road 4 Dublin Amer IV Monumenten B.V. B.V. 50000104 100.00 Mr Treublaan 7 1097 DP Amsterdam - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Aetna Premium Collection Japan No No No Aetna International, Co. Inc. Aetna Retail Holding United States No No No Holding Aetna Retirement Company, Inc. of America Holdings, Inc. Aetna Retirement Holdings, United States No No No Holding Aetna Retirement Inc. of America Services, Inc. Aetna Retirement Services, United States No No No Holding Lion Connecticut Inc. of America Holdings, Inc. Aetna S.A. Chile No No No Aetna International, Inc. Aetna Salud S.A. Argentina No No No Aetna Argentina S.A. (Argentina) Aetna Salud S.A. (Chile) Chile No No No Aetna S.A. Aetna Securities Taiwan Yes No No Broker Aetna International, Investment Management Inc. (Taiwan) Limited Aetna Services Holding United States No No No Service Company Aetna Retirement Company, Inc. of America Holdings, Inc. Aetna South Life Insurance Taiwan No No No Life Insurance Aetna Heart Investment Agency Co. Ltd. Holdings Limited Aetna Synopac Credit Card Taiwan No No No Credit Card Company Aetna Heart Investment Company Limited Holdings Limited Aetna Trust Limited Hong Kong No No No Trust Company Aetna International, Inc. Aetna Universal Insurance Malaysia No No No Insurance: General Daya Aetna (Malaysia) Berhad Sdn. Berhad Aetna Vida S.A. Argentina No No No Aetna Argentina S.A. Afamco B.V. Netherlands No No No Cash Company ING Prena B.V. Afore Bital SA de CV Mexico No No No Financial Services ING America Insurance Holdings, Inc. AFP Financial Holdings, Canada No No No Financial Services ING Canada, Inc. Inc AFP Insurance Services Canada No No No Financial Services AFP Financial Holdings, (Quebec) Inc. Inc. AFP Insurance Services Ltd Canada No No No Financial Services AFP Financial Holdings, Inc. AFP Integra Peru Peru No No No Financial Services ING Insurance International B.V. AFP Securities Inc. Canada No No No Financial Services AFP Financial Holdings, Inc. AFP Wealth Management, Canada No No No Financial Services AFP Financial Inc. Holdings, Inc. Agfa Finance SA Belgium No No No Financial Services Locabel s.a. Agpo Netherlands No No No Venture Capital NMB-Heller N.V. Participatiemaatschappij B.V. Aibgee Pty Limited Australia No No No Insurance Agency Austbrokers Holdings Ltd. Air Finance Amsterdam B.V. Netherlands No No No Lease ING Lease International Equipment Management B.V. Airlease Fin Group Ireland No No No Lease Amellus Holdings Ltd. Airlease Finance Ltd. Ireland No No No Lease BBL Aircraft Investments Ltd. Akelius Fonder Plc. Ireland No No No Investment Fund Alabama First Insurance United States No No No Insurance: General ING U.S. P&C Company of America Corporation Albranis B.V. Netherlands No No No Cash Company ING Prena B.V. Alegro Krediet B.V. Netherlands No No No Finance Company G.J. van Geet Beheer B.V. Alegron Belegging B.V. Netherlands No No No Financial Services ING Bank N.V. Algemeene Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Westlandsche N.V. Hypotheek N.V. Algemeene Netherlands No No No Hypotheek/Mortgage bank Utrechtse Waarborgmaatschappij N.V. Hypotheekbank N.V. Alismafar Beheer B.V. Netherlands No No No Management Company BV Algemene (general) Beleggingsmaatschappij CenE Bankiers N.V. Aliwall Limited Hong Kong No No No Equity Management INGB Securities Client Services Limited Alkmare B.V. The No No No Real Estate Management ING Vastgoed Netherlands Ontwikkeling B.V. Allgemeine Deutsche Germany No No No General Bank ING Verwaltung Direktbank AG (Deutschland) GmbH A.G. Almenzor B.V. Netherlands No No No Cash Company ING Prena B.V. Alpha 2 GmbH Germany No No No Lease ING Lease Deutschland GmbH Alpha 3 GmbH Germany No No No Lease ING Lease Deutschland GmbH Alpha 4 GmbH Germany No No No Lease ING Lease Deutschland GmbH Altasec N.V. Netherlands No No No Investment Company Middenbank Curacao N.V. Antilles Alte Leipziger Trust Germany No No No Trust Company BHF-BANK AG Investment-Gesellschaft mbh Altube B.V. Netherlands No No No Cash Company ING Prena B.V. Alyssum B.V. Netherlands No No No Cash Company ING Prena B.V. Amellus Capital Ltd. Ireland No No No Service Company Amellus Holdings Ltd. Amellus Holdings Ltd. Ireland No No No Finance Company Bank Brussel Lambert N.V. Amer IV Monumenten B.V. Netherlands No No No Real Estate Exploitation Muidergracht Onroerend - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Aetna Premium Collection 10.00 Co. Aetna Retail Holding 100.00 Company, Inc. Aetna Retirement Holdings, 100.00 Inc. Aetna Retirement Services, 100.00 Inc. Aetna S.A. 100.00 Aetna Salud S.A. 100.00 (Argentina) Aetna Salud S.A. (Chile) 100.00 Aetna Securities 80.00 Investment Management (Taiwan) Limited Aetna Services Holding 100.00 Company, Inc. Aetna South Life Insurance 99.40 Agency Co. Ltd. Aetna Synopac Credit Card 49.99 Company Limited Aetna Trust Limited 20.00 All 1, LLC 20.00 All 2, LLC 20.00 All 3, LLC 20.00 All 4, LLC 20.00 Aetna Universal Insurance 100.00 Berhad Aetna Vida S.A. 100.00 Afamco B.V. 100.00 Afore Bital SA de CV 100.00 AFP Financial Holdings, 100.00 Inc AFP Insurance Services 20.00 (Quebec) Inc. AFP Insurance Services Ltd 50.00 ING Canada 50.00 Inc. AFP Integra Peru 20.00 Aetna 10.70 Aetna 29.50 International, Pensiones Peru Inc S.A. AFP Securities Inc. 100.00 AFP Wealth Management, 100.00 Inc. Agfa Finance SA 48.39 Agpo 26.25 Participatiemaatschappij B.V. Aibgee Pty Limited 100.00 Air Finance Amsterdam B.V. 100.00 Airlease Fin Group 5.00 Airlease Finance Ltd. 36.36 Akelius Fonder Plc. Alabama First Insurance 100.00 Company Albranis B.V. 100.00 Alegro Krediet B.V. 100.00 Alegron Belegging B.V. 100.00 Algemeene Hypotheekbank 100.00 N.V. Algemeene 100.00 Waarborgmaatschappij N.V. Alismafar Beheer B.V. 100.00 Aliwall Limited 100.00 Alkmare B.V. 100.00 Allgemeine Deutsche 49.00 Direktbank AG Almenzor B.V. 100.00 Alpha 2 GmbH 100.00 Alpha 3 GmbH 100.00 Alpha 4 GmbH 100.00 Altasec N.V. 100.00 Alte Leipziger Trust 24.27 Investment-Gesellschaft mbh Altube B.V. 100.00 Alyssum B.V. 100.00 Amellus Capital Ltd. 100.00 Amellus Holdings Ltd. 100.00 Amer IV Monumenten B.V. 100.00
3
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Amerbank S.A. 20002090 36.44 Marszalkowska Street 115 102 Warszawa Ameribest Life Insurance 50000168 100.00 909 Locust Street IA 50309 Des Moines Company America First Insurance Inc. 10001459 100.00 Tampa Company Amersfoort Premiewoningen B.V. 10000559 50.00 Schenkkade 65 2595 AS Den Haag B.V. Amersfoort-Staete B.V. B.V. 10000527 100.00 Schenkkade 65 2595 AS Den Haag Amev Venture Associates II L.P. 20000877 16.28 333 Thornall St.Edison NJ 08837 New Jersey LP Amev Venture Associates L.P. 20000878 7.61 333 Thornall St.Edison NJ 08837 New Jersey III LP Amfas Explotatie B.V. 10000610 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Maatschappij B.V. Amfas Hypotheken N.V. N.V. 10000619 100.00 Weena 505 3013 AL Rotterdam Amfas Pty Ltd. Ltd. 10001417 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Amstel Gaasperdam B.V. B.V. 20001948 100.00 Mr. Treublaan 7 1097 DP Amsterdam Amsterdamse Poort Holding B.V. 40000105 100.00 Schenkkade 65 2595 AS Den Haag IV B.V. Amsterdamse Poort II B.V. B.V. 40000116 100.00 Schenkkade 65 2595 AS Den Haag Amsterdamse Poort IV B.V. B.V. 40000113 100.00 Schenkkade 65 2595 AS Den Haag Amstgeld Global Custody NV N.V. 50000106 100.00 Paleisstraat 1 1012 RB Amsterdam Amstgeld Management AG A.G. 20001941 100.00 Alpenstrasse 1 6304 Zug Amstgeld N.V. N.V. 20001945 100.00 Paleisstraat 1 1012 RB Amsterdam Amstgeld Trust AG A.G. 20001940 100.00 Alpenstrasse 1 6304 Zug Anardel B.V. B.V. 20002030 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Anilius N.V. N.V. 20002389 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Anodyne Nominees Ltd. 20001412 100.00 7F, 27 Diagonal Street 2001 Johannesburg (Proprietary) Limited Ansimmo S A S.A. 20002250 42.90 Tournai Antilliaanse Borg- N.V. 10001477 100.00 Kaya W.F.G. (Jombi) Willemstad, Maatschappij N.V. Mensing 14 Curacao Antof N.V. N.V. 50000002 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Anton Bassant Holding B.V. B.V. 50000005 100.00 Drentestraat 24 1083 HK Amsterdam AO Artsen-Verzekeringen N.V. 10000008 100.00 Koninginnegracht 93 2514 AK Den Haag N.V. Apollo Fund Plc. - Yes IFSC House, International 1 Dublin Financial Services Centre Apollonia N.V. 10000019 100.00 Brugwal 1 3432 NZ Nieuwegein Levensverzekering N.V. APW Industriebeteiligungs- GmbH 50000228 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main GmbH 10 Aralar B.V. B.V. 20001530 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Aralco N.V. N.V. 20000870 100.00 Kaya W.F.G. (Jombi) Willemstad, Mensing 14 Curacao Arcelia Limited Ltd. 50001052 100.00 2818, Two Pacific Place, Hong Kong 88 Queensway Arenda B.V. B.V. 20000674 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Arenda Beheer B.V. B.V. 20001522 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Argencontrol S.A. 20001905 5.93 25 De Mayo 565, 4th Floor 1002 Buenos Aires Arma Beheer B.V. B.V. 20000601 23.40 Herculesplein 5 3584 AA Utrecht Armstrong Jones (NZ) Ltd. Ltd. 10001520 100.00 135 Albert Street, Level 1 Auckland 13 Armstrong Jones Asia Ltd. 10001528 100.00 347 Kent Street, level 11 NSW 2000 Sydney Limited Armstrong Jones Cash Ltd. 50000377 100.00 347 Kent Street, level 11 NSW 2000 Sydney Management Ltd Armstrong Jones Life Ltd. 10001517 100.00 347 Kent Street, level 11 NSW 2000 Sydney Assurance Limited Armstrong Jones Management Ltd. 10001523 100.00 347 Kent Street, level 11 NSW 2000 Sydney Limited Armstrong Jones Nominees Ltd. 10001521 100.00 135 Albert Street, Level 1 Auckland (NZ) Limited 13 Armstrong Jones Portfolio Ltd. 10001522 100.00 347 Kent Street, level 11 NSW 2000 Sydney Managament Pty Ltd. Armstrong Jones Project Ltd. 10001524 100.00 347 Kent Street, level 11 NSW 2000 Sydney Management Pty Ltd. Armstrong Jones Pty Ltd. Ltd. 10001525 100.00 347 Kent Street, level 11 NSW 2000 Sydney Arnhem Staete B.V. B.V. 10000560 100.00 Schenkkade 65 2595 AS Den Haag Arnold Limited Ltd. 20001369 100.00 St. Julians Avenue GY1 3DA Guernsey Arrangementsbank voor N.V. 10000540 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Hypotheken en Financieringen NV Arrowhead Ltd. Ltd. 50000169 100.00 Cedar House, 41 Cedar Hamilton Avenue Arto S.A. 20002280 12.49 Paris - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Amerbank Poland No No No Finance Company Bank Brussel Lambert N.V. Ameribest Life Insurance United States No No No Life Insurance ING America Insurance Company of America Holdings, Inc. America First Insurance United States No No No ING U.S. P&C Company of America Corporation Amersfoort Premiewoningen Netherlands No No No Real Estate Investments ING Vastgoed B.V. Belegging B.V. Amersfoort-Staete B.V. Netherlands No No No Real Estate Exploitation BOZ B.V. Amev Venture Associates II United States No No No Venture Capital ING Bank N.V. LP of America Amev Venture Associates United States No No No Venture Capital ING Bank N.V. III LP of America Amfas Explotatie Netherlands No No No Holding Nationale-Nederlanden Maatschappij B.V. Nederland B.V. Amfas Hypotheken N.V. Netherlands No No No Hypotheek/Mortgage bank Amfas Explotatie Maatschappij B.V. Amfas Pty Ltd. Australia No No No Investment Company ING Austalia Limited Amstel Gaasperdam B.V. Netherlands No No No Financial Services Muidergracht Onroerend Goed B.V. Amsterdamse Poort Holding Netherlands No No No Holding ING Vastgoed IV B.V. Ontwikkeling B.V. Amsterdamse Poort II B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Amsterdamse Poort IV B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Amstgeld Global Custody NV Netherlands No No No Custody Amstgeld N.V. Amstgeld Management AG Switzerland No No No Investment Management Westland/Utrecht Hypotheekbank N.V. Amstgeld N.V. Netherlands Yes General Bank Westland/Utrecht Hypotheekbank N.V. Amstgeld Trust AG Switzerland No No No Financial Services ING Lease Gabetti S.p.A. Anardel B.V. Netherlands No No No Cash Company ING Prena B.V. Anilius N.V. Netherlands No No No Cash Company ING Prena B.V. Anodyne Nominees South Africa Yes Stockbrokerage ING Barings Southern (Proprietary) Limited Africa (proprietary) Limited Ansimmo S A Belgium No No No Financial Services Sogerfin s.a. Antilliaanse Borg- Netherlands No No No Insurance: General N.V. Nationale Borg- Maatschappij N.V. Antilles Maatschappij Antof N.V. Netherlands No No No Cash Company ING Prena B.V. Anton Bassant Holding B.V. Netherlands No No No Cash Company ING Prena B.V. AO Artsen-Verzekeringen Netherlands No No No Insurance: General Nationale-Nederlanden N.V. Nederland B.V. Apollo Fund Plc. Ireland No No No Investment Fund Apollonia Netherlands No No No Insurance: Life & General Nationale-Nederlanden Levensverzekering N.V. Nederland B.V. APW Industriebeteiligungs- Germany No No No Finance Company BHF-BANK AG GmbH Aralar B.V. Netherlands No No No Cash Company ING Prena B.V. Aralco N.V. Netherlands No No No Debt Conversion Middenbank Curacao N.V. Antilles Arcelia Limited Hong Kong No No No Holding Aetna International Inc. Arenda B.V. Netherlands No No No Finance Company NV Nationale Volksbank Arenda Beheer B.V. Netherlands No No No Management Company B.V. (general) Kredietmaatschappij VOLA Argencontrol Argentina Yes No No Stockbrokerage ING Bank N.V. Arma Beheer B.V. Netherlands No No No Lease CenE Bankiers N.V. Armstrong Jones (NZ) Ltd. New Zealand Yes No Yes Investment Advisory Pacific Mutual Australia Limited Armstrong Jones Asia Australia No No No Pacific Mutual Limited Australia Limited Armstrong Jones Cash Australia No No No Cash Management Armstrong Jones (NZ) Management Ltd Ltd. Armstrong Jones Life Australia No No No Life Insurance Pacific Mutual Assurance Limited Australia Limited Armstrong Jones Management Australia No No No Holding Pacific Mutual Limited Australia Limited Armstrong Jones Nominees New Zealand No No No Custody Armstrong Jones (NZ) Limited (NZ) Ltd Armstrong Jones Portfolio Australia No No No Dormant Company Pacific Mutual Managament Pty Ltd. Australia Limited Armstrong Jones Project Australia No No No Real Estate Development Armstrong Jones Management Pty Ltd. Management Limited Armstrong Jones Pty Ltd. Australia No No No Dormant Company Armstrong Jones Management Limited Arnhem Staete B.V. Netherlands No No No Investment Management BOZ B.V. Arnold Limited United Kingdom No No No Management Company Baring Trustees (Guernsey) Limited Arrangementsbank voor Netherlands No No No Mortgage Bank ING Bank N.V. Hypotheken en Financieringen NV Arrowhead Ltd. Bermuda No No No Reinsurance ReliaStar Financial Corporation Arto France No No No Financial Services Banque Bruxelles Lambert France S.A. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Amerbank Ameribest Life Insurance Company America First Insurance Company Amersfoort Premiewoningen B.V. Amersfoort-Staete B.V. 100.00 Amev Venture Associates II 16.28 LP Amev Venture Associates 7.61 III LP Amfas Explotatie 100.00 Maatschappij B.V. Amfas Hypotheken N.V. 100.00 Amfas Pty Ltd. 100.00 Amstel Gaasperdam B.V. 100.00 Amsterdamse Poort Holding 100.00 IV B.V. Amsterdamse Poort II B.V. 100.00 Amsterdamse Poort IV B.V. 100.00 Amstgeld Global Custody NV 100.00 Amstgeld Management AG 100.00 Amstgeld N.V. 100.00 Amstgeld Trust AG 100.00 Anardel B.V. 100.00 Anilius N.V. 100.00 Anodyne Nominees 100.00 (Proprietary) Limited Ansimmo S A 42.90 Antilliaanse Borg- 100.00 Maatschappij N.V. Antof N.V. 100.00 Anton Bassant Holding B.V. 100.00 AO Artsen-Verzekeringen 100.00 N.V. Apollo Fund Plc. Apollonia 100.00 Levensverzekering N.V. APW Industriebeteiligungs- 97.09 GmbH Aralar B.V. 100.00 Aralco N.V. 100.00 Arcelia Limited 100.00 Arenda B.V. 100.00 Arenda Beheer B.V. 100.00 Argencontrol 5.93 Arma Beheer B.V. 23.40 Armstrong Jones (NZ) Ltd. 100.00 Armstrong Jones Asia 100.00 Limited Armstrong Jones Cash 100.00 Management Ltd Armstrong Jones Life 100.00 Assurance Limited Armstrong Jones Management 100.00 Limited Armstrong Jones Nominees 100.00 (NZ) Limited Armstrong Jones Portfolio 100.00 Managament Pty Ltd. Armstrong Jones Project 100.00 Management Pty Ltd. Armstrong Jones Pty Ltd. 100.00 Arnhem Staete B.V. 100.00 Arnold Limited 50.00 Guernsey 50.00 International Fund Managers Limited Arrangementsbank voor 100.00 Hypotheken en Financieringen NV Arrowhead Ltd. 100.00 Arto 12.49
4
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Artolis B.V. B.V. 20001771 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Asa studenten B.V. 20002359 100.00 Herculesplein 5 3584 AA Utrecht uitzendbureau holding B.V. Asesories Previdencia S.A. 99.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Asiagest S.A. AG 50000517 47.37 4, place Vendome 75001 Paris Assistencia Medica Social S.A. 100.00 Torre Alem Plaza, L.N. CF 1001 Buenos Aires Argentina S.A. Alem 855 Assorti Beheer Amsterdam B.V. 20001949 100.00 Mr. Treublaan 7 1097 DP Amsterdam B.V. Assurantie- en B.V. 10001297 100.00 Hereweg 15 9967 PP Eenrum Adviesbureau HAVINGA B.V. Assurantiebedrijf "De B.V. 10001306 100.00 Lange Nieuwstraat 227 3111 AJ Schiedam Maaspoort" B.V. Assurantiebedrijf ING N.V. 20000218 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bank N.V. Assurantiekantoor Ant. B.V. 10001272 100.00 Looierslaan 48 2264 AB Leidschendam J. Belt B.V. Assurantiekantoor D. B.V. 10001320 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Schouten B.V. Assurantiekantoor Fred C. B.V. 10001351 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Meyster Jr. B.V. Assurantiekantoor Honig & B.V. 20000725 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Hageman B.V. Assurantiekantoor Kaandorp B.V. 10001360 100.00 Dorpsstraat 13 1920 AA Akersloot B.V. Assurantiekantoor W.J. van B.V. 10001312 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam der Put B.V. Assurantiemaatschappij "De N.V. 10000513 100.00 Weena 505 3013 AL Rotterdam Zeven Provincien" N.V. Athelas Limited Ltd. 10001437 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Atitlan B.V. B.V. 20001249 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Atlantis Asian Recovery Plc. - Yes IFSC House, International 1 Dublin Fund Plc. Financial Services Centre Atlantis KOSDAQ Fund - Yes IFSC House, International 1 Dublin Financial Services Centre Atlas Capital (Thailand) Ltd. 20002005 49.00 130-132 Wireless Road, 10330 Bangkok Limited ("Atlas") Lumpini, Pathunwan Atlas Gestion OPCVM AG 50000515 92.90 4, place Vendome 75001 Paris Atlas InvesteringsGroep B.V. 20000108 33.23 Leeuwenveldseweg 16 1382 LX Weesp N.V. Atlas Investors C.V. 20001776 21.44 Leeuwenveldseweg 16 1382 LX Weesp Partnership III C.V. Atlas Venture Fund I, L P L.P. 20000871 24.86 222 Berkeley Street 2116 Boston Massachusetts Austadvisers Equity Ltd. 50000348 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Limited Austadvisors Financial Ltd. 50000329 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Ltd. (FKA RFM Financial Planning Limited) Austbrokers Holdings Ltd. Ltd. 10001430 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Austbrokers Investments Ltd. 10001494 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd. Austbrokers Pty Ltd. Ltd. 10001431 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Austbrokers Underwriting Ltd. 50000325 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Austin Assets Limited Ltd. 20001359 100.00 19/F Edinburgh Tower Hong Kong Queens Rd Austplanners Asset Ltd. 50000324 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Management Pty Limited Australian Bus & Coach Ltd. 50000902 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Underwriting Agents Pty Ltd Australian Community Ltd. 10001421 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance Ltd. Australian General Ltd. 10001418 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance Co. Ltd. Australian Portfolio Ltd. 50000327 100.00 Level 8, 10 Barrack Street NSW 2000 Sydney Managers Limited Austservices Pty Limited Ltd. 50000330 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Autolease Oss B.V. B.V. 20000641 100.00 Pettelaarpark 80 5201 DC Den Bosch Autolease s a S.A. 20002217 100.00 Bruxelles AVR Verzekeringen B.V. B.V. 10001326 100.00 Herenstraat 108 3911 JH Rhenen B & F Properties B.V. B.V. 50000229 97.09 Haaksbergweg 27 1101 BP Amsterdam B EPSYS S.A. 50000594 100.00 24, Avenue Marnix 1000 Brussels B.B.A.H. Pty Limited Ltd. 50000403 100.00 Level 9, 7 Macquarie place NSW 2000 Sydney B.B.H.P. Pty. Limited Ltd. 50000411 50.00 7 Macquarie Place, level 9 NSW 2000 Sydney B.Cars S.A. S.A. 50000742 19.96 Avenue Marnix 24 1000 Bruxelles B.H.G. Ventures Management Ltd. 50000824 100.00 74 Brook Street WIY 1YD London Limited B.S.A.L. FAST NOMINEES Ltd. 50001014 100.00 Level 39, Gateway 1, NSW 2000 Sydney PROPRIETARY LIMITED Macquarie Place B.T.O Ticket Delivery S.A. 20002103 27.50 Avenue Marnix 28 1000 Bruxelles Office sa B.V. "De Administratie" B.V. 10000558 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij tot Explotatie van Onroerende Goederen - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Artolis B.V. Netherlands No No No Cash Company ING Prena B.V. Asa studenten Netherlands No No No Service Company CenE Bankiers NV uitzendbureau holding B.V. Asesories Previdencia Chile No No No Aetna Credito Hipotecario S.A. Asiagest S.A. France No No No Investment Management Financiere Atlas S.A. Assistencia Medica Social Argentina No No No Aetna Argentina S.A. Argentina S.A. Assorti Beheer Amsterdam Netherlands No No No Mortgage Bank Amstel Gaasperdam B.V. B.V. Assurantie- en Netherlands No No No Insurance Agency Belhaska XI B.V. Adviesbureau HAVINGA B.V. Assurantiebedrijf "De Netherlands No No No Insurance Agency Belhaska XI B.V. Maaspoort" B.V. Assurantiebedrijf ING Netherlands No No No Insurance Agency ING Bank N.V. Bank N.V. Assurantiekantoor Ant. Netherlands No No No Insurance Agency Belhaska XI B.V. J. Belt B.V. Assurantiekantoor D. Netherlands No No No Insurance Agency Belhaska XI B.V. Schouten B.V. Assurantiekantoor Fred C. Netherlands No No No Insurance Agency B.V. Algemene Meyster Jr. B.V. Beleggingsmaatschappij Reigerdaal Assurantiekantoor Honig & Netherlands No No No Insurance Agency Assurantiebedrijf Hageman B.V. ING Bank N.V. Assurantiekantoor Kaandorp Netherlands No No No Insurance Agency Belhaska XI B.V. B.V. Assurantiekantoor W.J. van Netherlands No No No Insurance Agency B.V. Algemene der Put B.V. Beleggingsmaatschappij Reigerdaal Assurantiemaatschappij "De Netherlands No No No Insurance: Non-life Nationale-Nederlanden Zeven Provincien" N.V. Nederland B.V. Athelas Limited Australia No No No ING Australia Limited Atitlan B.V. Netherlands No No No Investment Company ING Prena B.V. Atlantis Asian Recovery Ireland No No No Investment Fund Fund Plc. Atlantis KOSDAQ Fund Ireland No No No Investment Fund Atlas Capital (Thailand) Thailand Yes No No Stockbrokerage ING Baring Holding Limited ("Atlas") Nederland B.V. Atlas Gestion OPCVM France No No No Investment Management Financiere Atlas S.A. Atlas InvesteringsGroep Netherlands No No No Venture Capital ING Bank N.V. N.V. Atlas Investors Netherlands No No No Venture Capital ING Bank N.V. Partnership III C.V. Atlas Venture Fund I, L P United States No No No Investment Fund Middenbank Curacao N.V. of America Austadvisers Equity Australia No No No Holding ING Life Limited Pty Limited Austadvisors Financial Australia No No Yes Investment Advisory The Mercantile Mutual Ltd. (FKA RFM Financial Life Insurance Co. Ltd. Planning Limited) Austbrokers Holdings Ltd. Australia No No No Holding Mercantile Mutual Holdings Ltd. Austbrokers Investments Australia No No No Investment Company Austbrokers Holdings Pty Ltd. Ltd. Austbrokers Pty Ltd. Australia No No No Investment Company Austbrokers Holdings Ltd. Austbrokers Underwriting Australia No No No Insurance Broker Austbrokers Holdings Pty Ltd Ltd. Austin Assets Limited Hong Kong Yes No No Stock Brokerage Baring Asset Management (Asia) Holdings Limited Austplanners Asset Australia No No No Advisor Investment Management Pty Limited Services Limited Australian Bus & Coach Australia No No No Insurance Agency Western United Underwriting Agents Pty Insurance Brokers Ltd (Aust) Pty Ltd Australian Community Australia No No No Dormant Company The Mercantile Mutual Insurance Ltd. Life Insurance Co. Ltd. Australian General Australia No No No Dormant Company Amfas Pty Ltd. Insurance Co. Ltd. Australian Portfolio Australia No No No Trust Company RetireInvest Managers Limited Corporation Limited Austservices Pty Limited Australia No No No Financial Services ING Life Limited Autolease Oss B.V. Netherlands No No No Lease CW Lease Nederland BV Autolease s a Belgium No No No Lease Locabel s.a. AVR Verzekeringen B.V. Netherlands No No No Insurance Broker Oostermij B.V. B & F Properties B.V. Netherlands No No No Real Estate Development BHF Finance (Nederlands) B.V. B EPSYS Belgium No No No Payment Services Bank Brussel Lambert N.V. B.B.A.H. Pty Limited Australia No No No Holding Barings C.F. Holdings Limited B.B.H.P. Pty. Limited Australia No No No Trust Company B.B.A.H. Pty Limited B.Cars S.A. Belgium No No No Car rental Bank Brussel Lambert N.V. B.H.G. Ventures Management United Kingdom No No No Asset Management Baring Private Equity Limited Partners Limited B.S.A.L. FAST NOMINEES Australia No No No Clearing Institute Baring Securities PROPRIETARY LIMITED (Australia) Limited B.T.O Ticket Delivery Belgium No No No Service Company Bank Brussel Lambert Office sa N.V. B.V. "De Administratie" Netherlands No No No Holding BOZ B.V. Maatschappij tot Explotatie van Onroerende Goederen - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Artolis B.V. 100.00 Asa studenten 100.00 uitzendbureau holding B.V. Asesories Previdencia 99.00 Asiagest S.A. 47.37 Assistencia Medica Social 100.00 Argentina S.A. Assorti Beheer Amsterdam 100.00 B.V. Assurantie- en 100.00 Adviesbureau HAVINGA B.V. Assurantiebedrijf "De 100.00 Maaspoort" B.V. Assurantiebedrijf ING 100.00 Bank N.V. Assurantiekantoor Ant. 100.00 J. Belt B.V. Assurantiekantoor D. 100.00 Schouten B.V. Assurantiekantoor Fred C. 100.00 Meyster Jr. B.V. Assurantiekantoor Honig & 100.00 Hageman B.V. Assurantiekantoor Kaandorp 100.00 B.V. Assurantiekantoor W.J. van 100.00 der Put B.V. Assurantiemaatschappij "De 100.00 Zeven Provincien" N.V. Athelas Limited 100.00 Atitlan B.V. 100.00 Atlantis Asian Recovery Fund Plc. Atlantis KOSDAQ Fund Atlas Capital (Thailand) 49.00 Limited ("Atlas") Atlas Gestion OPCVM 92.90 Atlas InvesteringsGroep 33.23 N.V. Atlas Investors 21.44 Partnership III C.V. Atlas Venture Fund I, L P 24.86 Austadvisers Equity 100.00 Pty Limited Austadvisors Financial 100.00 Ltd. (FKA RFM Financial Planning Limited) Austbrokers Holdings Ltd. 100.00 Austbrokers Investments 100.00 Pty Ltd. Austbrokers Pty Ltd. 100.00 Austbrokers Underwriting 100.00 Pty Ltd Austin Assets Limited 100.00 Austplanners Asset 100.00 Management Pty Limited Australian Bus & Coach 100.00 Underwriting Agents Pty Ltd Australian Community 100.00 Insurance Ltd. Australian General 100.00 Insurance Co. Ltd. Australian Portfolio 100.00 Managers Limited Austservices Pty Limited 100.00 Autolease Oss B.V. 100.00 Autolease s a 100.00 AVR Verzekeringen B.V. 100.00 B & F Properties B.V. 97.09 B EPSYS B.B.A.H. Pty Limited 100.00 B.B.H.P. Pty. Limited 50.00 B.Cars S.A. 19.96 B.H.G. Ventures Management 100.00 Limited B.S.A.L. FAST NOMINEES 100.00 PROPRIETARY LIMITED B.T.O Ticket Delivery 27.50 Office sa B.V. "De Administratie" 100.00 Maatschappij tot Explotatie van Onroerende Goederen
5
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ B.V. Administratie Centrum B.V. 10000100 100.00 Schenkkade 65 2595 AS Den Haag voor Tussenpersonen "A.C.T." B.V. Algemene B.V. 10000503 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag Beleggingsmaatschappij "Lapeg" B.V. Algemene B.V. 20000603 100.00 Herculesplein 5 3584 AA Utrecht Beleggingsmaatschappij CenE Bankiers N.V. B.V. Algemene B.V. 10000070 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag Beleggingsmaatschappij Kievietsdaal B.V. Algemene B.V. 10000030 100.00 Schenkkade 65 2595 AS Den Haag Beleggingsmaatschappij Reigerdaal B.V. Algemene B.V. 10000069 100.00 Schenkkade 65 2595 AS Den Haag Beleggingsmaatschappij Van Markenlaan B.V. Amiloh B.V. 10000529 100.00 Schenkkade 65 2595 AS Den Haag B.V. Bedrijven Park G.P. B.V. 40000251 50.00 Schenkkade 65 2595 AS Den Haag B.V. Beheersmaatschappij B.V. 20001656 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Nuyt en Heikens B.V. B.V. 10000040 99.98 Prinses Beatrixlaan 15 2595 AK Den Haag Beleggingsmaatschappij Berendaal B.V. B.V. 20002012 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij van der Horst B.V. B.V. 10000032 100.00 Schenkkade 65 2595 AS Den Haag Beleggingsmaatschappij Vinkendaal B.V. De Oude Aa-Stroom B.V. 10000572 100.00 Schenkkade 65 2595 AS Den Haag B.V. Deelnemings- en B.V. 20001784 100.00 Herengracht 619 1017 CE Amsterdam Financieringsmaatschappij "Nova Zembla" B.V. B.V. 20001515 100.00 James Wattstraat 79 1079 DL Amsterdam Financieringsmaatschappij VOLA B.V. Gemeenschappelijk B.V. 20000232 25.00 mr D.H.L. Yong, Postbus 1000 BV Amsterdam Zuidoost Bezit Aandelen Necigef 1800 B.V. ING Mestra A B.V. 50000772 100.00 Schenkkade 65 2595 AS Den Haag B.V. ING Mestra B B.V. 50000785 100.00 Schenkkade 65 2595 AS Den Haag B.V. Kredietmaatschappij B.V. 20001516 100.00 James Wattstraat 79 1097 DL Amsterdam VOLA B.V. Maatschappij van B.V. 20000006 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Onroerende Goederen 'Het Middenstandshuis' B.V. Maatschappij van B.V. 20000619 100.00 Van Heenvlietlaan 220 1083 CN Amsterdam Onroerende Goederen 'Het Middenstandshuis A' B.V. Maatschappij van B.V. 20000620 100.00 Bijlmerplein 888 1102 MG Amsterdam Onroerende Goederen 'Het Middenstandshuis B' B.V. Maatschappij van B.V. 20000621 100.00 Van Heenvlietlaan 220 1083 CN Amsterdam Onroerende Goederen 'Het Middenstandshuis C' B.V. Nederlandse B.V. 10000570 100.00 Schenkkade 65 2595 AS Den Haag Flatbouwmaatschappij B.V. Trust en B.V. 20001787 100.00 Herengracht 619 1017 CE Amsterdam administratiekantoor van Bank Mendes Gans N.V. B.V. Vermogensplanning B.V. 20001942 50.00 Mr. Treublaan 7 1097 DP Amsterdam N.b.i. B.V. Vulca B.V. 20001655 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij B.V. Wensley-E B.V. 50000550 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Woningbeheer B.V. 50000563 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Grootebroek Bainbridge B.V. B.V. 20001534 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Baker Insurance Brokers Ltd. 100.00 302 - 15th Avenue SW AB T2P 2C7 Calgary Ltd. Bald Eagle - Yes P.O. Box 71, 30 De Castro Tortola Street, Road Town Bancory B.V. B.V. 50000003 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost BancWest Insurance Agency, Inc. 50000170 100.00 400 First Street South, MN 56301-3600 St Cloud Inc. Suite 300 BancWest Investment Inc. 50000171 100.00 400 First Street South, MN 56301-3600 St Cloud Services, Inc. Suite 300 Bank Brussel Lambert N.V. N.V. 50000668 99.05 Avenue Marnix 24 1000 Bruxelles Bank Card Company S A S.A. 20000861 14.43 Boulevard Emile Jacqmain 1000 Brussel 159 Bank Mendes Gans N.V. 20001790 100.00 Herengracht 619 1017 CE Amsterdam Effectenbewaarbedrijf N.V. Bank Mendes Gans N.V. N.V. 20001104 97.77 Herengracht 619 1017 CE Amsterdam Banksys s a S.A. 20002115 16.19 Chaussee de Haecht 1442 1130 Bruxelles Banque Baring Brothers S.A. 20001232 70.00 Rue de Rhone 112 1211 Geneve 3 (Suisse) S A Banque Bruxelles Lambert S.A. 50000596 100.00 Avenue de Frontenex 30 CH-1211 Geneve Suisse S.A. Banque Chabriere s a S.A. 20002281 9.98 Paris Banque Commerciale du S.A. 20002126 8.89 Chaussee Prince Louis PO Box 990 Bujumbura Burundi Rwagasore Banque Diamantaire S.A. 20002116 13.28 Pelikaansstraat 54 2018 Antwerpen Anversoise s a Barbatus B.V. B.V. 20001024 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Barbuda B.V. B.V. 20001241 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Barfield Nominees Limited Ltd. 50001073 100.00 Barfield House, St. GY1 3DA St. Peter Port, Julians Avenue Guernsey Baring Asia (GP) Limited LLC 50000635 100.00 Barfield House, St.Julians St. Peter Guernsey Av. Baring Asia Fund Managers Ltd. 50000877 100.00 Alexander House, 13-15 GY1 3ZD St Peter Port, II Limited Victoria Road Guernsey - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ B.V. Administratie Centrum Netherlands No No No Service Company ING Groep N.V. voor Tussenpersonen "A.C.T." B.V. Algemene Netherlands No No No Dormant Company Nationale-Nederlanden Beleggingsmaatschappij Levensverzekering "Lapeg" Maatschappij N.V. B.V. Algemene Netherlands No No No Investment Company CenE Bankiers N.V. Beleggingsmaatschappij CenE Bankiers N.V. B.V. Algemene Netherlands No No No Investment Company Nationale-Nederlanden Beleggingsmaatschappij Nederland B.V. Kievietsdaal B.V. Algemene Netherlands No No No Real Estate Investments Nationale-Nederlanden Beleggingsmaatschappij Nederland B.V. Reigerdaal B.V. Algemene Netherlands No No No Real Estate Investments Nationale Nederlanden Beleggingsmaatschappij Van Interfinance B.V. Markenlaan B.V. Amiloh Netherlands No No No Real Estate Investments BOZ B.V. B.V. Bedrijven Park G.P. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. B.V. Beheersmaatschappij Netherlands No No No Cash Company ING Prena B.V. Nuyt en Heikens B.V. Netherlands No No Yes Investment Company Nationale-Nederlanden Beleggingsmaatschappij Levensverzekering Berendaal Maatschappij N.V. B.V. Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij van der Horst B.V. Netherlands No No No Real Estate Investments ING Vastgoed Beleggingsmaatschappij Belegging B.V. Vinkendaal B.V. De Oude Aa-Stroom Netherlands No No No Dormant Company BOZ B.V. B.V. Deelnemings- en Netherlands No No No Financial Services Bank Mendes Gans N.V. Financieringsmaatschappij "Nova Zembla" B.V. Netherlands No No No Finance Company Nationale-Nederlanden Financieringsmaatschappij Financiele Diensten VOLA B.V. B.V. Gemeenschappelijk Netherlands No No No Holding ING Bank N.V. Bezit Aandelen Necigef B.V. ING Mestra A Netherlands No No No Real Estate Financing ING Mestra A Holding B.V. B.V. ING Mestra B Netherlands No No No Real Estate Financing ING Mestra B Holding B.V. B.V. Kredietmaatschappij Netherlands No No No Finance Company B.V. VOLA Financieringsmaat- schappij VOLA B.V. Maatschappij van Netherlands No No No Real Estate Management ING Bank N.V. Onroerende Goederen 'Het Middenstandshuis' B.V. Maatschappij van Netherlands No No No Real Estate Management BV Maatschappij van Onroerende Goederen 'Het Onroerende Goederen Middenstandshuis A' 'Het Middenstandshuis' B.V. Maatschappij van Netherlands No No No Real Estate Management ING Prena B.V. Onroerende Goederen 'Het Middenstandshuis B' B.V. Maatschappij van Netherlands No No No Real Estate Management BV Maatschappij van Onroerende Goederen 'Het Onroerende Goederen Middenstandshuis C' 'Het Middenstandshuis' B.V. Nederlandse Netherlands No No No Real Estate Management ING Insurance Flatbouwmaatschappij International B.V. B.V. Trust en Netherlands No No No Trust Company Bank Mendes Gans N.V. administratiekantoor van Bank Mendes Gans N.V. B.V. Vermogensplanning Netherlands No No No Investment Management Westland/Utrecht N.b.i. Hypotheekbank N.V. B.V. Vulca Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij B.V. Wensley-E Netherlands No No No Cash Company ING Prena B.V. B.V. Woningbeheer Netherlands No No No Cash Company NSI Holding 3 B.V. Grootebroek Bainbridge B.V. Netherlands No No No Cash Company ING Prena B.V. Baker Insurance Brokers Canada No No No Insurance broker Equisure Financial Ltd. Network, Inc. Bald Eagle British Virgin No No No Investment Fund Islands Bancory B.V. Netherlands No No No Cash Company ING Prena B.V. BancWest Insurance Agency, United States No No No Insurance broker PrimeVest Financial Inc. of America Services, Inc. BancWest Investment United States Yes No Yes Broker PrimeVest Financial Services, Inc. of America Services, Inc. Bank Brussel Lambert N.V. Belgium Yes General Bank ING Bank N.V. Bank Card Company S A Belgium No No No Creditcard Company Bank Brussel Lambert N.V. Bank Mendes Gans Netherlands Yes Custody Bank Mendes Gans N.V. Effectenbewaarbedrijf N.V. Bank Mendes Gans N.V. Netherlands Yes General Bank ING Bank N.V. Banksys s a Belgium No No No Service Company Bank Brussel Lambert N.V. Banque Baring Brothers Switzerland No No No General Bank ING Bank N.V. (Suisse) S A Banque Bruxelles Lambert Switzerland Yes No No Private Bank Bank Brussel Suisse S.A. Lambert N.V. Banque Chabriere s a France No No No General Bank Banque Bruxelles Lambert France S.A. Banque Commerciale du Burundi No No No Service Company Bank Brussel Burundi Lambert N.V. Banque Diamantaire Belgium No No No Finance Company Bank Brussel Anversoise s a Lambert N.V. Barbatus B.V. Netherlands No No No Cash Company ING Prena B.V. Barbuda B.V. Netherlands No No No Cash Company ING Prena B.V. Barfield Nominees Limited United Kingdom No No No Custody Barings (Guernsey) Limited Baring Asia (GP) Limited United Kingdom No No No Custody BPEP Holdings Limited Baring Asia Fund Managers United Kingdom No No No Private Equity Baring Private Equity II Limited Partners Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ B.V. Administratie Centrum 100.00 voor Tussenpersonen "A.C.T." B.V. Algemene 69.17 Nationale- 16.67 Nationale- 8.83 RVS 2.66 RVS 2.66 Beleggingsmaatschappij Nederlanden Nederlanden Levensverzekering Schadeverzekering "Lapeg" Holdinvest B.V. Schadeverzekering N.V. N.V. Maatschappij N.V. B.V. Algemene 100.00 Beleggingsmaatschappij CenE Bankiers N.V. B.V. Algemene 100.00 Beleggingsmaatschappij Kievietsdaal B.V. Algemene 100.00 Beleggingsmaatschappij Reigerdaal B.V. Algemene 100.00 Beleggingsmaatschappij Van Markenlaan B.V. Amiloh 100.00 B.V. Bedrijven Park G.P. 50.00 B.V. Beheersmaatschappij 100.00 Nuyt en Heikens B.V. 86.13 Nationale- 7.46 RVS 2.97 RVS 0.42 Postbank 3.00 Beleggingsmaatschappij Nederlanden Levensverzekering Schadeverzekering Levensverzekering Berendaal Schadeverzekering N.V. N.V. N.V. Maatschappij N.V. B.V. 100.00 Beleggingsmaatschappij van der Horst B.V. 100.00 Beleggingsmaatschappij Vinkendaal B.V. De Oude Aa-Stroom 100.00 B.V. Deelnemings- en 100.00 Financieringsmaatschappij "Nova Zembla" B.V. 100.00 Financieringsmaatschappij VOLA B.V. Gemeenschappelijk 25.00 Bezit Aandelen Necigef B.V. ING Mestra A 100.00 B.V. ING Mestra B 100.00 B.V. Kredietmaatschappij 100.00 VOLA B.V. Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis' B.V. Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis A' B.V. Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis B' B.V. Maatschappij van 100.00 Onroerende Goederen 'Het Middenstandshuis C' B.V. Nederlandse 100.00 Flatbouwmaatschappij B.V. Trust en 100.00 administratiekantoor van Bank Mendes Gans N.V. B.V. Vermogensplanning 50.00 N.b.i. B.V. Vulca 100.00 Beleggingsmaatschappij B.V. Wensley-E 100.00 B.V. Woningbeheer 100.00 Grootebroek Bainbridge B.V. 100.00 Baker Insurance Brokers 100.00 Ltd. Bald Eagle Bancory B.V. 100.00 BancWest Insurance Agency, 100.00 Inc. BancWest Investment 100.00 Services, Inc. Bank Brussel Lambert N.V. 99.05 Bank Card Company S A 13.72 ING Bank 0.71 (Belgium) N.V./S.A. Bank Mendes Gans 100.00 Effectenbewaarbedrijf N.V. Bank Mendes Gans N.V. 97.77 Banksys s a 16.19 Banque Baring Brothers 70.00 (Suisse) S A Banque Bruxelles Lambert 99.95 BBL 0.05 Suisse S.A. International (U.K.) Ltd. Banque Chabriere s a 9.98 Banque Commerciale du 8.89 Burundi Banque Diamantaire 13.28 Anversoise s a Barbatus B.V. 100.00 Barbuda B.V. 100.00 Barfield Nominees Limited 100.00 Baring Asia (GP) Limited 100.00 Baring Asia Fund Managers 50.00 Cavendish 50.00 II Limited Nominees Limited
6
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Baring Asset Management Ltd. 20001354 100.00 19th Floor, Edinburgh Hong Kong (Asia) Holdings Limited Tower, The Landmark, 15 Queens Road Central Baring Asset Management Ltd. 20001356 10.00 19th Floor, Edinburgh Hong Kong (Asia) Limited Tower, The Landmark, 15 Queens Road Central Baring Asset Management Ltd. 20001362 100.00 19-29 Martin Place, suite NSW 2000 Sydney (Australia) Limited 5303 Baring Asset Management Ltd. 20001352 100.00 St. Julians' Avenue GY1 3QL St. Peter Port, (C I ) Limited Guernsey Baring Asset Management Ltd. 20001361 100.00 1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo (Japan) Limited Baring Asset Management Inc. 20001363 100.00 High Street Tower, 125 MA 02110 Boston Holdings inc High Street, Suite 2700 Baring Asset Management Ltd. 50000978 100.00 155 Bishopsgate EC2M 3XY London Holdings Ltd. Baring Asset Management Ltd. 50000973 100.00 155 Bishopsgate EC2M 3XY London Life Limited Baring Asset Management UK Ltd. 20001347 100.00 155 Bishopsgate EC2M 3XY London Holdings Limited Baring Asset Management, Inc. 20001365 100.00 High Street Tower, 125 MA 02110 Boston Inc High Street, Suite 2700 Baring Brothers (Espana) S.A. 20001418 100.00 Montalban 7, 5th floor 28014 Madrid S.A. Baring Brothers (Italia) Srl 20001381 100.00 Via brera 3 20121 Milan Srl Baring Brothers Argentina S.A. 20001420 100.00 22nd floor, Ingeniero 1300 Buenos Aires S A Butty 220 Baring Brothers Burrows & Ltd. 20001742 50.00 7 Macquarie Place, level 9 NSW 2000 Sydney Co Limited Baring Brothers Burrows Ltd. 20001743 99.50 7 Macquarie Place, level 9 NSW 2000 Sydney Securities Limited Baring Brothers Limited Ltd. 20001258 100.00 60 London Wall EC2M 5TQ London Baring Brothers Private Ltd. 50000818 100.00 155 Bishopsgate EC2M 3XY London Asset Management Limited Baring Capital (China) Ltd. 50000645 100.00 11/F, Alexandra House, 16 Hong Kong Advisers Limited Chater Road, Central Baring Capital (China) Ltd. 50000646 100.00 11/F, Alexandra House, 16 Hong Kong Management Limited Chater Road, Central Baring Capricorn Ventures Ltd. 20001883 40.77 Barfiled House, St.Julians St. Peter Guernsey Limited Av. Baring Chrysalis Fund - Yes Cayman International Trust Grand Cayman, Building, PO Box 309, Cayman Island Ugland House, South Church Street Baring Communications Ltd. 20001882 50.00 Barfield House, St.Julians St. Peter Guernsey Equity Limited Av. Baring European Fund Ltd. 20001848 100.00 13-15 Victoria Road,PO Box GY1 3ZD St. Peter Port Managers Limited 431 Baring Fund Managers Ltd. 20001337 100.00 155 Bishopsgate EC2M 3XY London Limited Baring Futures (America) Inc. 50000822 100.00 667 Madison Avenue NY 10021 New York Inc. Baring Futures (Singapore) Inc. 50000823 100.00 20 Raffles Place #24-00 0104 Singapore Pte Ltd Ocean Towers Baring Global Fund Ltd. 20001367 100.00 155 Bishopsgate EC2M 3XY London Managers Limited Baring Houston & Saunders Ltd. 50000826 100.00 9 Devonshire Square EC2M 4YL London (Investment Management) Limited Baring Houston & Saunders Ltd. 50000827 66.67 9 Devonshire Square EC2M 4YL London Group Limited Baring Houston & Saunders Ltd. 50000820 82.12 9 Devonshire Square EC2M 4YL London Limited Baring International Fund Ltd. 20001355 100.00 6 Front Street HM DX Hamilton Managers (Bermuda) Limited Baring International Fund Ltd. 20001351 100.00 IFSC House, 1 Dublin Managers (Ireland) Ltd. Internat.Financ.Service Centre Baring International Fund Ltd. 20001357 100.00 19th Floor, Edinburgh Hong Kong Managers Limited Tower, The Landmark, 15 Queens Road Central Baring International Ltd. 20001366 100.00 150 King StreetWest M56H 1J9 Toronto Ontario Investment (Canada) Limited Baring International Ltd. 20001358 100.00 19th Floor, Edinburgh Hong Kong Investment (Far East) Tower, The Landmark, 15 Limited Queens Road Central Baring International Ltd. 20001343 100.00 155 Bishopsgate EC2M 3XY London Investment Limited Baring International Ltd. 20001345 100.00 155 Bishopsgate EC2M 3XY London Investment Management Holdings Ltd. Baring International Ltd. 20001346 100.00 1901 Edinburgh Tower, 15 Hong Kong Investment Management Queens Road Central Limited Baring Investment Ltd. 20001344 100.00 155 Bishopsgate EC2M 3XY London Management Ltd. Baring Investment Services Ltd. 50001058 100.00 155 Bishopsgate EC2M 3XY London Limited Baring Investment Inc. 20001364 100.00 High Street Tower, 125 MA 02110 Boston Services, Inc High Street, Suite 2700 Baring Latin America Fund Ltd. 50000640 100.00 Barfield House, St.Julians GY1 3ZD St. Peter Port, Managers Limited Av. Guernsey Baring Latin America GP Ltd. 20001878 100.00 Barfield House, St.Julians St. Peter Guernsey Limited Av. Baring Latin America Ltd. 20001877 100.00 Barfiled House, St.Julians St. Peter Guernsey Partners Limited Av. Baring Latin America LLC 50000643 100.00 10th floor, 230 Park NY 10169 New York Partners LLC Avenue Baring Managed Funds Ltd. 20001333 100.00 155 Bishopsgate EC2M 3 XY London Services Ltd. Baring Mauritius Limited Ltd. 50001006 100.00 10 Frere Felix de Valois Port Louis Street Baring Mexico (GP) Limited Ltd. 20001875 64.00 Barflied House, St.Julians St. Peter Guernsey Av. Baring Mexico Managers Ltd Ltd. 50000642 100.00 Alexander House, 13-15 GY1 3ZD St. Peter Port, Victoria Road Guernsey Baring Mutual Fund Ltd. 20001353 100.00 Intern. Financ. Serv. Dublin 1 Management (Ireland) Ltd. Centre - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Baring Asset Management Hong Kong No No No Holding Baring Asset Management (Asia) Holdings Limited UK Holdings Limited Baring Asset Management Hong Kong No No Yes Investment Services Baring Asset Management (Asia) Limited (Asia) Holdings Limited Baring Asset Management Australia No No No Service Company Baring Asset Management (Australia) Limited (Asia) Holdings Limited Baring Asset Management United Kingdom No No Fund Management Baring Asset Management (C I ) Limited UK Holdings Limited Baring Asset Management Japan No No No Investment Services Baring Asset Management (Japan) Limited (Asia) Holdings Limited Baring Asset Management United States No No No Investment Services Baring International Holdings inc of America Investment Management Limited Baring Asset Management United Kingdom No No No Holding ING Baring Holdings Holdings Ltd. Limited Baring Asset Management United Kingdom No No No Asset Management Baring Investment Life Limited Services Limited Baring Asset Management UK United Kingdom No No No Holding Baring International Holdings Limited Investment Management Limited Baring Asset Management, United States No No Yes Investment Services Baring International Inc of America Investment Management Holdings Ltd. Baring Brothers (Espana) Spain No No No Financial Services Barings C.F. S.A. Holdings Limited Baring Brothers (Italia) Italy No No No Investment Bank Barings C.F. Srl Holdings Limited Baring Brothers Argentina Argentina No No No Equity Management Baring Brothers Limited S A Baring Brothers Burrows & Australia No No No Financial Services B.B.A.H. Pty Limited Co Limited Baring Brothers Burrows Australia No No No Financial Services B.B.A.H. Pty Limited Securities Limited Baring Brothers Limited United Kingdom No No No Investment Bank ING Baring Holdings Limited Baring Brothers Private United Kingdom No No Yes Asset Management Baring Asset Management Asset Management Limited Holdings Limited Baring Capital (China) Hong Kong No No No Private Equity Baring Private Equity Advisers Limited Partners (China) Limited Baring Capital (China) Hong Kong No No No Private Equity Baring Private Equity Management Limited Partners (China) Limited Baring Capricorn Ventures United Kingdom No No No Holding BPEP Holdings Limited Limited Baring Chrysalis Fund British West No No No Investment Fund Indies Baring Communications United Kingdom No No No Holding BVP Holdings Limited Equity Limited Baring European Fund United Kingdom No No No Private Equity BPEP Holdings Limited Managers Limited Baring Fund Managers United Kingdom No No No Fund Management Baring Private Asset Limited Management Ltd. Baring Futures (America) United States No No No Financial Services BARING SECURITIES Inc. of America HOLDINGS Baring Futures (Singapore) Singapore No No No Financial Services Barsec (International) Pte Ltd Limited Baring Global Fund United Kingdom No No No Service Company Baring Asset Management Managers Limited Holdings Ltd. Baring Houston & Saunders United Kingdom No No No Investment Management Baring Houston & (Investment Management) Saunders Limited Limited Baring Houston & Saunders United Kingdom No No No Asset Management ING Baring Holdings Group Limited Limited Baring Houston & Saunders United Kingdom No No No Asset Management ING Real Estate Limited (BHS) B.V. Baring International Fund Bermuda No No Investment Services Baring Asset Management Managers (Bermuda) Limited (Asia) Holdings Limited Baring International Fund Ireland No No Fund Management Baring Asset Management Managers (Ireland) Ltd. UK Holdings Limited Baring International Fund Hong Kong No No No Investment Services Baring International Managers Limited Fund Managers Limited Baring International Canada No No No Investment Services Baring Asset Investment (Canada) Management Inc. Limited Baring International Hong Kong No No Yes Investment Services Baring International Investment (Far East) Fund Managers Limited Limited Baring International United Kingdom No No Yes Investment Services Baring Asset Management Investment Limited Holdings Ltd. Baring International United Kingdom No No No Holding Baring Asset Management Investment Management Holdings Ltd. Holdings Ltd. Baring International Hong Kong No No No Investment Services Baring International Investment Management Investment Management Limited Holdings Ltd. Baring Investment United Kingdom No No No Equity Management Baring Asset Management Management Ltd. Holdings Ltd. Baring Investment Services United Kingdom No No No Holding Baring International Limited Investment Management Limited Baring Investment United States Yes No No Investment Services Baring International Services, Inc of America Investment Management Limited Baring Latin America Fund United Kingdom No No No Private Equity BPEP Holdings Limited Managers Limited Baring Latin America GP United Kingdom No No No Holding BPEP Holdings Limited Limited Baring Latin America United Kingdom No No No Holding BPEP Holdings Limited Partners Limited Baring Latin America United States No No No Private Equity BPEP Holdings Limited Partners LLC of America Baring Managed Funds United Kingdom No No No Investment Services Baring Private Asset Services Ltd. Management Ltd. Baring Mauritius Limited Mauritius No No No Investment Management Barsec (International) Limited Baring Mexico (GP) Limited United Kingdom No No No Holding BPEP Management Limited Baring Mexico Managers Ltd United Kingdom No No No Private Equity BPEP Participations Limited Baring Mutual Fund Ireland No No Fund Management Baring Asset Management Management (Ireland) Ltd. UK Holdings Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Baring Asset Management 100.00 (Asia) Holdings Limited Baring Asset Management 10.00 (Asia) Limited Baring Asset Management 100.00 (Australia) Limited Baring Asset Management 100.00 (C I ) Limited Baring Asset Management 100.00 (Japan) Limited Baring Asset Management 100.00 Holdings inc Baring Asset Management 100.00 Holdings Ltd. Baring Asset Management 100.00 Life Limited Baring Asset Management UK 100.00 Holdings Limited Baring Asset Management, 100.00 Inc Baring Brothers (Espana) 100.00 S.A. Baring Brothers (Italia) 100.00 Srl Baring Brothers Argentina 100.00 S A Baring Brothers Burrows & 50.00 Co Limited Baring Brothers Burrows 99.50 Securities Limited Baring Brothers Limited 100.00 Baring Brothers Private 100.00 Asset Management Limited Baring Capital (China) 100.00 Advisers Limited Baring Capital (China) 100.00 Management Limited Baring Capricorn Ventures 40.77 Limited Baring Chrysalis Fund Baring Communications 50.00 Equity Limited Baring European Fund 100.00 Managers Limited Baring Fund Managers 100.00 Limited Baring Futures (America) 100.00 Inc. Baring Futures (Singapore) 100.00 Pte Ltd Baring Global Fund 100.00 Managers Limited Baring Houston & Saunders 100.00 (Investment Management) Limited Baring Houston & Saunders 33.33 ING Real 33.33 Group Limited Estate (BHS) B.V. Baring Houston & Saunders 46.37 Baring 35.75 Limited Houston & Saunders Group Limited Baring International Fund 100.00 Managers (Bermuda) Limited Baring International Fund 100.00 Managers (Ireland) Ltd. Baring International Fund 100.00 Managers Limited Baring International 100.00 Investment (Canada) Limited Baring International 100.00 Investment (Far East) Limited Baring International 100.00 Investment Limited Baring International 100.00 Investment Management Holdings Ltd. Baring International 100.00 Investment Management Limited Baring Investment 100.00 Management Ltd. Baring Investment Services 100.00 Limited Baring Investment 100.00 Services, Inc Baring Latin America Fund 100.00 Managers Limited Baring Latin America GP 100.00 Limited Baring Latin America 100.00 Partners Limited Baring Latin America 100.00 Partners LLC Baring Managed Funds 100.00 Services Ltd. Baring Mauritius Limited 100.00 Baring Mexico (GP) Limited 64.00 Baring Mexico Managers Ltd 100.00 Baring Mutual Fund 100.00 Management (Ireland) Ltd.
7
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Baring Mutual Fund S.A. 20001350 100.00 13 Rue Goethe L-1637 Luxemburg Management S A Baring Nominees Ltd. 20001308 100.00 Level 29, Gateway 1 Placa 20 Sydney NSW (Australia) Pty Ltd. Macquarie Baring Pacific Investments Ltd. 20001360 100.00 19th Floor, Edinburgh Hong Kong Limited Tower, The Landmark, 15 Queens Road Central Baring Private Asset Ltd. 20001329 100.00 155 Bishopsgate EC2M 3XY London Management Ltd. Baring Private Equity Ltd. 50000634 100.00 13-15 Victoria Road GY1 3ZD St. Peter Port, Partners (Asia) Limited Guernsey Baring Private Equity Ltd. 50000637 13-15 Victoria Road GY1 3ZD St. Peter Port, Partners (Central Europe) Guernsey Limited Baring Private Equity Ltd. 20001872 100.00 11/F,Alexandra House,16 Road,Centr Hong Kong Partners (China) Limited Chater Baring Private Equity Ltd. 50000636 100.00 39/F One International Hong Kong Partners (Hong Kong) Finance Centre, 1 Harbour Limited View Street Baring Private Equity Ltd. 20001870 100.00 Barfiled House, St.Julians St. Peter Guernsey Partners (India) Limited Av. Baring Private Equity Ltd. 50000641 100.00 Alexander House, 13-15 GY1 3ZD St. Peter Port, Partners (Latin Amercia) Victoria Road Guernsey Limited Baring Private Equity Ltd. 50000649 100.00 50 Raffles Place, #34-01 48623 Singapore Partners (Singapore) Pte Singapore Land Tower Limited Baring Private Equity S.A. 20001858 100.00 Darro 22 28002 Madrid Partners Espana S A Baring Private Equity GmbH 20001851 100.00 Friedrichstrasse 59D-60323 Frankfurt Partners GmbH Baring Private Equity Ltd. 20001869 100.00 Republic Plaza # 19-02, 9 48619 Singapore Partners Holding (Asia) Raffles Place Pte Limited Baring Private Equity Ltd. 20001274 100.00 33 Cavendish Square W1M 0BQ London Partners Limited Baring Private Equity S.C.A. 20001876 90.00 Paseo de la Reforma 529-7, Cuauhtemoc Mexico City Partners Mexico S C Col Baring Private Investment Ltd. 20001332 100.00 155 Bishopsgate EC2M 3XY London Management Ltd. Baring Properties Limited Ltd. 20001288 100.00 60 London Wall EC2M 5TQ London Baring Quantative Ltd. 20001342 100.00 155 Bishopsgate EC2M 3XY London Management Ltd. Baring Research S A de C V S.A. 20001309 100.00 Bosques de Alisos #45B 3rd Mexico City Flr Baring Securities Ltd. 20001313 100.00 1 Farrer Place, Phillip 2000 Sydney (Australia) Pty Limited Tower Baring Securities Ltd. 20001303 100.00 60 London Wall EC2M 5TQ London (Financial Services) Limited Baring Securities (London) Ltd. 20001746 100.00 60 London Wall EC2M 5tQ London Limited Baring Securities (OTC Ltd. 20001327 100.00 3 Exchange Square Hong Kong Options) Limited Baring Securities (Property Ltd. 20001391 100.00 60 London Wall EC2M 5TQ London Services) Ltd. BARING SECURITIES HOLDINGS Corp. 50001017 100.00 667 Madison Avenue NY 10021 New York Baring Trust Company Ltd. Ltd. 20001334 100.00 155 Bishopsgate EC2M 3XY London Baring Trustees (Guernsey) Ltd. 20001368 100.00 St Julians' Avenue GY1 3DA St. Peter Port Limited Guernsey Baring Umbrella Fixed Plc. - Yes IFSC House, 1 Dublin Income Fund Plc. Internat.Financ.Service Centre Baring Venture Partners GmbH 20001275 100.00 Friedrichstrasse2-6 D-60323 Frankfurt am Main GmbH Baring Venture Partners S.A. 20001276 100.00 Darro 22 28002 Madrid S A Baring Vostok Capital Ltd. 20001865 51.00 Barfield House, St.Julians St. Peter Guernsey Partners Limited Av. Baring Vostok Fund Ltd. 20001847 100.00 13-15 Victoria Road,PO Box St. Peter Guernsey Managers Limited 431 Baring World Opportunity - Yes 13 Rue Goethe L-1637 Luxembourg Fund Barings (Guernsey) Limited Ltd. 20001330 100.00 St. Julians' Avenue GY1 3DA St. Peter Port Guernsey Barings (Isle of Man) Ltd. 20001375 100.00 174 St. James's Chambers IN99 1DP Douglas, Isle of Limited Man Barings C.F. Holdings Ltd. 20001379 100.00 60 London Wall EC2M 5TQ London Limited Barings Investment Ltd. 20001340 100.00 155 Bishopsgate EC2M 3XY London Services Limited Barings Ireland Limited Ltd. 20001331 100.00 Intern. Financ. Service Dubln 1 Centre Barings Mauritius Limited Ltd. 20001404 100.00 Vieux Conseil Street Port Louis Barings Nominees Limited Ltd. 20001271 100.00 60 London Wall EC2M 5TQ London Barings Securities Ltd. 20001419 100.00 60 London Wall EC2M 5TQ London Nominees Limited Barnabe & Saurette Ltd. 100.00 17 Centre Avenue MB R0G 2B0 St. Jean Insurance Brokers Ltd. Barsec (International) Ltd. 20001305 100.00 60 London Wall EC2M 5TQ London Limited Battleforce Plc. Plc. 50000803 100.00 107 Cheapside EC2V 6HJ London BBL Aircraft Investments Ltd. 50000598 100.00 Landsdowne Road 67 4 Dublin Ltd. BBL Asset Management S.A. 50000670 99.79 89/91 Rue du Faubourg 75381 Paris (France) S.A. Saint-Honore BBL Asset Management Ltd. 50000599 100.00 OUB Centre # 57-02, 1 048616 Singapore (Singapore) Pte Ltd. Raffles Place BBL Assurances S.A. S.A. 50000693 99.59 89/91 Rue du Faubourg 75381 Paris Saint-Honore BBL Australia Ltd. Ltd. 50000603 100.00 347 Kent Street, level 2 2000 Sydney - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Baring Mutual Fund Luxemburg No No Investment Services Baring International Management S A Investment Management Limited Baring Nominees Australia No No No Equity Management Baring Securities (Australia) Pty Ltd. (Financial Services) Limited Baring Pacific Investments Hong Kong Yes Stockbrokerage Baring Asset Management Limited (Asia) Holdings Limited Baring Private Asset United Kingdom No No No Holding Baring Asset Management Management Ltd. Holdings Ltd. Baring Private Equity United Kingdom No No No Private Equity BPEP Holdings Limited Partners (Asia) Limited Baring Private Equity United Kingdom No No No Private Equity BPEP Holdings Limited Partners (Central Europe) Limited Baring Private Equity Hong Kong No No No Holding BPEP Holdings Limited Partners (China) Limited Baring Private Equity Hong Kong No No No Private Equity BPEP Holdings Limited Partners (Hong Kong) Limited Baring Private Equity United Kingdom No No No Management Company BPEP Holdings Limited Partners (India) Limited (general) Baring Private Equity United Kingdom No No No Private Equity BPEP Holdings Limited Partners (Latin Amercia) Limited Baring Private Equity Singapore No No No Private Equity BPEP Holdings Limited Partners (Singapore) Pte Limited Baring Private Equity Spain No No No Private Equity BPEP Management Limited Partners Espana S A Baring Private Equity Germany No No No Private Equity BPEP Holdings Limited Partners GmbH Baring Private Equity Singapore No No No Management Company BPEP Holdings Limited Partners Holding (Asia) (general) Pte Limited Baring Private Equity United Kingdom No No No Management Company BPEP Holdings Limited Partners Limited (general) Baring Private Equity Mexico No No No Management Company Baring Private Equity Partners Mexico S C (general) Partners Limited Baring Private Investment United Kingdom No No No Investment Company Baring Private Asset Management Ltd. Management Ltd. Baring Properties Limited United Kingdom No No No Holding Baring Brothers Limited Baring Quantative United Kingdom No No No Equity Management Baring Asset Management Management Ltd. Holdings Ltd. Baring Research S A de C V Mexico No No No Investment Consultant Barsec (International) Limited Baring Securities Australia No No No Investment Services Barsec (International) (Australia) Pty Limited Limited Baring Securities United Kingdom No No No Holding INGB Securities (Financial Services) (International) Limited Holdings Limited Baring Securities (London) United Kingdom No No No Equity Management INGB Dormant Holding Limited Company Limited Baring Securities (OTC Hong Kong Yes Stockbrokerage INGB Dormant Holding Options) Limited Company Limited Baring Securities (Property United Kingdom No No No Holding ING Baring Securities Services) Ltd. Services Limited BARING SECURITIES HOLDINGS United States No No No Holding Barsec (International) of America Limited Baring Trust Company Ltd. United Kingdom No No No Trust Company Baring Private Asset Management Ltd. Baring Trustees (Guernsey) United Kingdom No No No Trust Company Baring Private Asset Limited Management Ltd. Baring Umbrella Fixed Ireland No No No Investment Fund Income Fund Plc. Baring Venture Partners Germany No No No Venture Capital Baring Private Equity GmbH Partners Limited Baring Venture Partners Spain No No No Venture Capital Baring Private Equity S A Partners Limited Baring Vostok Capital United Kingdom No No No Management Company BPEP Participations Partners Limited (general) Limited Baring Vostok Fund United Kingdom No No No Private Equity Baring Vostok Capital Managers Limited Partners Limited Baring World Opportunity Luxemburg No No No Investment Fund Fund Barings (Guernsey) Limited United Kingdom No No No Offshore Banking Baring Private Asset Management Ltd. Barings (Isle of Man) United Kingdom No No No Trust Company Baring Trustees Limited (Guernsey) Limited Barings C.F. Holdings United Kingdom No No No Holding ING Baring Holdings Limited Limited Barings Investment United Kingdom Yes No No Mngmnt. & Adm. of shares Baring Asset Management Services Limited Holdings Ltd. Barings Ireland Limited Ireland No No No Custody Barings (Guernsey) Limited Barings Mauritius Limited Mauritius No No No Investment Company Barsec (International) Limited Barings Nominees Limited United Kingdom No No No Equity Management Baring Brothers Limited Barings Securities United Kingdom No No No Trust Company INGB Securities Client Nominees Limited Services Limited Barnabe & Saurette Canada No No No Insurance broker Equisure Financial Insurance Brokers Ltd. Network, Inc. Barsec (International) United Kingdom No No No Holding Baring Securities Limited (Financial Services) Limited Battleforce Plc. United Kingdom No No No Lease ING Lease (UK) Limited BBL Aircraft Investments Ireland No No No Finance Company Bank Brussel Ltd. Lambert N.V. BBL Asset Management France No No Yes Investment Advisory Banque Bruxelles (France) S.A. Lambert France S.A. BBL Asset Management Singapore No No No Asset Management Bank Brussel (Singapore) Pte Ltd. Lambert N.V. BBL Assurances S.A. France No No No Financial Services Banque Bruxelles Lambert France S.A. BBL Australia Ltd. Australia No No No Finance Company Banque Bruxelles Lambert Australia Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Baring Mutual Fund 100.00 Management S A Baring Nominees 100.00 (Australia) Pty Ltd. Baring Pacific Investments 100.00 Limited Baring Private Asset 100.00 Management Ltd. Baring Private Equity 100.00 Partners (Asia) Limited Baring Private Equity 100.00 Partners (Central Europe) Limited Baring Private Equity 100.00 Partners (China) Limited Baring Private Equity 50.00 Cavendish 50.00 Partners (Hong Kong) Nominees Limited Limited Baring Private Equity 100.00 Partners (India) Limited Baring Private Equity 100.00 Partners (Latin Amercia) Limited Baring Private Equity 100.00 Partners (Singapore) Pte Limited Baring Private Equity 100.00 Partners Espana S A Baring Private Equity 100.00 Partners GmbH Baring Private Equity 100.00 Partners Holding (Asia) Pte Limited Baring Private Equity 100.00 Partners Limited Baring Private Equity 90.00 Partners Mexico S C Baring Private Investment 100.00 Management Ltd. Baring Properties Limited 100.00 Baring Quantative 100.00 Management Ltd. Baring Research S A de C V 100.00 Baring Securities 100.00 (Australia) Pty Limited Baring Securities 100.00 (Financial Services) Limited Baring Securities (London) 100.00 Limited Baring Securities (OTC 100.00 Options) Limited Baring Securities (Property 100.00 Services) Ltd. BARING SECURITIES HOLDINGS 100.00 Baring Trust Company Ltd. 100.00 Baring Trustees (Guernsey) 100.00 Limited Baring Umbrella Fixed Income Fund Plc. Baring Venture Partners 100.00 GmbH Baring Venture Partners 100.00 S A Baring Vostok Capital 51.00 Partners Limited Baring Vostok Fund 100.00 Managers Limited Baring World Opportunity Fund Barings (Guernsey) Limited 100.00 Barings (Isle of Man) 100.00 Limited Barings C.F. Holdings 100.00 Limited Barings Investment 100.00 Services Limited Barings Ireland Limited 100.00 Barings Mauritius Limited 100.00 Barings Nominees Limited 100.00 Barings Securities 100.00 Nominees Limited Barnabe & Saurette Insurance Brokers Ltd. Barsec (International) 100.00 Limited Battleforce Plc. 100.00 BBL Aircraft Investments 100.00 Ltd. BBL Asset Management 99.79 (France) S.A. BBL Asset Management 100.00 (Singapore) Pte Ltd. BBL Assurances S.A. 99.59 BBL Australia Ltd. 100.00
8
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ BBL Capital Management S.A. 50000671 99.98 Avenue Marnix 24 1000 Bruxelles Corporation S.A. BBL Direct s a S.A. 50000604 100.00 Avenue Marnix 24 1000 Bruxelles BBL Fin s.a. S.A. 50000770 100.00 Avenue Marnix 24 1000 Brussels BBL Finance Hong Kong Ltd Ltd. 50000684 100.00 16/F Entertainment Hong Kong Building, 30 Queen's Road Central BBL Finance Ireland UnLtd. 50000682 100.00 Harcourt Centre, Harcourt Dublin Unlimited Street BBL Financial Services Ltd. 50000665 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Australia Ltd. BBL Financial Services Ltd. 50000683 100.00 Dublin Ltd. BBL Funds Management Pty Ltd. 50000667 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Ltd. BBL Gestion France s a S.A. 20002171 99.73 89/91 Rue du Faubourg 75381 Paris Saint-Honore BBL Gestion Holding s a S.A. 20002170 100.00 89/91 Rue du Faubourg 75381 Paris Saint-Honore BBL Hold S.A. S.A. 50000606 100.00 Avenue Marnix 24 1000 Bruxelles BBL Insurance Brokerage S.A. 50000607 100.00 Avenue Marnix 24 1000 Bruxelles S.A. BBL Insurance s a S.A. 50000608 100.00 Avenue Marnix 24 1000 Bruxelles BBL International S.A. 50000609 100.00 Rue des Girondins 2 1626 Luxembourg Finance s a BBL International N.V. N.V. 50000612 100.00 AJ Ernststraat 595 h 1082 Amsterdam BBL International UK Ltd. Ltd. 50000610 100.00 Broadgate 6 EC2M 2AJ London BBL Investment Ltd. Ltd. 50000662 100.00 Level 13, 347 Kent Street NSW 2000 Sydney BBL Ireland Ltd. Ltd. 50000617 100.00 Harcourt Road 2 Dublin BBL Jersey Ltd. Ltd. 50000659 100.00 Huguenot House, 28 La JE2 4SZ St. Helier, Jersey Motte Street BBL Jersey Nominees Ltd Ltd. 50000685 100.00 Huguenot House, 28 La JE2 4SZ St. Helier, Jersey Motte Street BBL Jersey Secretaries Ltd. 50000686 100.00 Huguenot House, 28 La 28JE2 4SZ St. Helier, Jersey Ltd. Motte Street, St. Helier BBL Leasing Ltd. Ltd. 50000663 100.00 Level 13, 347 Kent Street NSW 2000 Sydney BBL Life France s a S.A. 20002224 100.00 89/91 Rue du Faubourg 75381 Paris Saint-Honore BBL Life Luxembourg S.A. S.A. 50000673 100.00 Avenue Marnix 24 1000 Bruxelles BBL Life s a S.A. 50000618 99.99 Avenue Marnix 24 1000 Bruxelles BBL Mauritius Holdings Inc. 50000619 100.00 Barkly Wharf 355, Le Port Louis caudan Waterfront BBL Mauritius Inc. 50000714 100.00 Barkly Wharf 355, Le Port Louis Investments Inc caudan Waterfront BBL Nominees Ltd. Ltd. 50000664 100.00 Level 13, 347 Kent Street NSW 2000 Sydney BBL North America Corp. 50000621 100.00 New York Funding Corp BBL North America Inc. 50000620 100.00 Fifth Avenue ,630 10111 New York incorporated BBL Patrimoine S.A. 20002175 100.00 Paris BBL Singapore Ltd. Ltd. 20002069 100.00 OUB Centre, # 42-00, 1 048616 Singapore Raffles Place BBL Singapore Ltd. 50000622 100.00 OUB Centre, # 42-00, 1 048616 Singapore Nominees Ltd. Raffles Place BBL- Sucursal en Espana S.A. 50000878 100.00 Paseo de la Castellana 95 E-28046 Madrid BBL Travel American S.A. 50000623 50.00 Avenue Marnix 24 1000 Bruxelles Express s a BBL Travel Luxembourg S.A. S.A. 50000698 99.91 Route de Esch 52 2965 Luxemburg BBL Trust Company Ltd. 50000661 100.00 Huguenot House, 28 La JE2 4SZ St. Helier, Jersey (Jersey) Ltd. Motte Street BBL Trust Company S.A. 50000687 100.00 Tortola Overseas Ltd BBL Trust Services B.V. B.V. 50000697 100.00 Drentestraat 24 1083 HK Amsterdam BBL Trust Services S.A. 50000672 100.00 rue Eugene Ruppert 5 2453 Luxembourg Luxembourg s a BBL USA Capital Corp Inc. Inc. 50000715 100.00 28th floor, 590 Madison NY 10022-2540 New York Avenue BBL USA Financial Corp. 50000716 100.00 28th floor, 590 Madison NY 10022-2540 New York Markets Corp. Avenue BBL USA Holding, LLC LLC 50000624 100.00 28th floor, 590 Madison NY 10022-2540 New York Avenue BBL USA Investments LLC LLC 50000717 100.00 28th floor, 590 Madison NY 10022-2540 New York Avenue BBL Vie (ex Rabelais S.N.C 20002228 100.00 89/91 Rue du Faubourg 75381 Paris Conseil s n c ) Saint-Honore BBW Software GmbH i.L. GmbH 50000230 32.36 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 BCCM( Guernsey ) Limited Ltd. 50000647 100.00 Alexander House, 13-15 GY1 3ZD St. Peter Port, Victoria Road Guernsey BCEA Advisers Limited Ltd. 20001284 50.00 Barfield House, St.Julians GY1 3QL St. Peter Port, Av. Guernsey BCEA Management Pte Ltd. 20001873 60.00 9 Raffles Place, #19-03 048619 Singapore Limited Republic Plaza BCEE Advisers Limited Ltd. 20001852 50.00 Barfield House, St.Julians St. Peter Guernsey Av. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ BBL Capital Management Belgium No No No Service Company BBL International Corporation S.A. (U.K.) Ltd. BBL Direct s a Belgium No No No Service Company Bank Brussel Lambert N.V. BBL Fin s.a. Belgium No No No Banking Bank Brussel Lambert N.V. BBL Finance Hong Kong Ltd Hong Kong No No No Financial Services BBL Singapore Ltd. BBL Finance Ireland Ireland No No No Finance Company BBL Ireland Unlimited BBL Financial Services Australia No No No Financial Services Banque Bruxelles Australia Ltd. Lambert Nominees Ltd BBL Financial Services Ireland No No No Financial Services BBL Ireland Ltd. Ltd. BBL Funds Management Pty Australia No No No Banque Bruxelles Ltd. Lambert Australia Ltd. BBL Gestion France s a France No No No Financial Services BBL Gestion Holding s a BBL Gestion Holding s a France No No No Holding Banque Bruxelles Lambert France S.A. BBL Hold S.A. Belgium No No No Holding Bank Brussel Lambert N.V. BBL Insurance Brokerage Belgium No No No Service Company Bank Brussel S.A. Lambert N.V. BBL Insurance s a Belgium No No No Pension Fund Bank Brussel Lambert N.V. BBL International Luxemburg No No No Service Company Bank Brussel Finance s a Lambert N.V. BBL International N.V. Netherlands No No No Service Company Bank Brussel Lambert N.V. BBL International UK Ltd. United Kingdom No No No Service Company Bank Brussel Lambert N.V. BBL Investment Ltd. Australia No No No Financial Services Banque Bruxelles Lambert Australia Ltd. BBL Ireland Ltd. Ireland No No No General Bank Bank Brussel Lambert N.V. BBL Jersey Ltd. United Kingdom No No No Offshore Banking Banque Bruxelles Lambert Suisse s.a. BBL Jersey Nominees Ltd United Kingdom No No No Custody Bank Brussel Lambert N.V. BBL Jersey Secretaries United Kingdom No No No Financial Services Banque Bruxelles Ltd. Lambert Suisse s.a. BBL Leasing Ltd. Australia No No No Lease Banque Bruxelles Lambert Australia Ltd. BBL Life France s a France No No No Insurance broker Banque Bruxelles Lambert France S.A. BBL Life Luxembourg S.A. Belgium No No No Pension Fund Banque Bruxelles Lambert Life s.a. BBL Life s a Belgium No No No Pension Fund Bank Brussel Lambert N.V. BBL Mauritius Holdings Mauritius No No No Holding Bank Brussel Lambert N.V. BBL Mauritius Mauritius No No No Investment Fund BBL Mauritius Holdings Investments Inc BBL Nominees Ltd. Australia No No No Financial Services Banque Bruxelles Lambert Australia Ltd. BBL North America United States No No No Finance Company Bank Brussel Funding Corp of America Lambert N.V. BBL North America United States No No No Service Company Bank Brussel incorporated of America Lambert N.V. BBL Patrimoine France No No No Financial Services Banque Bruxelles Lambert France S.A. BBL Singapore Ltd. Singapore No No No Service Company Bank Brussel Lambert N.V. BBL Singapore Singapore No No No Service Company Bank Brussel Nominees Ltd. Lambert N.V. BBL- Sucursal en Espana Spain No No No General Bank Bank Brussel Lambert N.V. BBL Travel American Belgium No No No Creditcard Company Bank Brussel Express s a Lambert N.V. BBL Travel Luxembourg S.A. Luxemburg No No No Service Company Credit Europeen Luxembourg S.A. BBL Trust Company United Kingdom No No No Trust Company Banque Bruxelles (Jersey) Ltd. Lambert Suisse S.A. BBL Trust Company Spain No No No Trust Company Bank Brussel Overseas Ltd Lambert N.V. BBL Trust Services B.V. Netherlands No No No Trust Company Credit Europeen Luxembourg S.A. BBL Trust Services Luxemburg No No No Trust Company Credit Europeen Luxembourg s a Luxembourg s.a. BBL USA Capital Corp Inc. United States No No No Holding BBL USA Holding of America BBL USA Financial United States No No No Financial Services BBL USA Holding Markets Corp. of America BBL USA Holding, LLC United States No No No Holding Banque Bruxelles of America Lambert Suisse s.a. BBL USA Investments LLC United States No No No Investment Fund BBL USA Holding of America BBL Vie (ex Rabelais France No No No Financial Services Banque Bruxelles Conseil s n c ) Lambert France S.A. BBW Software GmbH i.L. Germany No No No BHF-BANK AG BCCM( Guernsey ) Limited United Kingdom No No No Private Equity BPEP Participations Limited BCEA Advisers Limited United Kingdom No No No Holding BPEP Holdings Limited BCEA Management Pte Singapore No No No Management Company BCEA Advisers Limited Limited (general) BCEE Advisers Limited United Kingdom No No No Private Equity BPEP Holdings Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ BBL Capital Management 99.98 Corporation S.A. BBL Direct s a 100.00 BBL Fin s.a. 100.00 BBL Finance Hong Kong Ltd 100.00 BBL Finance Ireland 100.00 Unlimited BBL Financial Services 100.00 Australia Ltd. BBL Financial Services 100.00 Ltd. BBL Funds Management Pty Ltd. BBL Gestion France s a 99.73 BBL Gestion Holding s a 100.00 BBL Hold S.A. 100.00 BBL Insurance Brokerage 100.00 S.A. BBL Insurance s a 100.00 BBL International 100.00 Finance s a BBL International N.V. 100.00 BBL International UK Ltd. 100.00 BBL Investment Ltd. 100.00 BBL Ireland Ltd. 100.00 BBL Jersey Ltd. 100.00 BBL Jersey Nominees Ltd 100.00 BBL Jersey Secretaries 100.00 Ltd. BBL Leasing Ltd. 100.00 BBL Life France s a 100.00 BBL Life Luxembourg S.A. 100.00 BBL Life s a 99.99 BBL Mauritius Holdings 100.00 BBL Mauritius 100.00 Investments Inc BBL Nominees Ltd. 100.00 BBL North America 100.00 Funding Corp BBL North America 100.00 incorporated BBL Patrimoine 100.00 BBL Singapore Ltd. 100.00 BBL Singapore 100.00 Nominees Ltd. BBL- Sucursal en Espana 100.00 BBL Travel American 50.00 Express s a BBL Travel Luxembourg S.A. 99.91 BBL Trust Company 100.00 (Jersey) Ltd. BBL Trust Company 100.00 Overseas Ltd BBL Trust Services B.V. 100.00 BBL Trust Services 100.00 Luxembourg s a BBL USA Capital Corp Inc. 100.00 BBL USA Financial 100.00 Markets Corp. BBL USA Holding, LLC 100.00 BBL USA Investments LLC 100.00 BBL Vie (ex Rabelais 100.00 Conseil s n c ) BBW Software GmbH i.L. 32.36 BCCM( Guernsey ) Limited 100.00 BCEA Advisers Limited 50.00 BCEA Management Pte 60.00 Limited BCEE Advisers Limited 50.00
9
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ BCEF (GP) Limited LLC 50000638 100.00 Barfield House, St.Julians St. Peter Guernsey Av. BCL Finance S A S.A. 20002178 100.00 Liege Bebida B.V. B.V. 20001582 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bedale B.V. B.V. 20001594 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bedrijfsgebouw Groeneveld L.P. 40000204 M.P. Schenkkade 65 2595 AS Den Haag MBO C.V. Bedrijvencentrum N.V. 20002262 14.23 Erebodegem Erembodegem N.V. Bedrijvencentrum N.V. 20002257 7.38 Leuven Leuven N.V. Bedrijvencentrum Regio N.V. 20002263 14.93 Oostende Oostende N.V. Bedrijvencentrum Sint N.V. 20002261 19.81 Sint Pietersleeuw Pietersleeuw N.V. Bedrijvencentrum Vilvoorde N.V. 20002258 5.62 Vilvoorde N.V. Bedrijvencentrum Vlaamse N.V. 20002259 7.46 Luik Ardennen N.V. BEGF (GP) Midlands Ltd. Ltd. 50000134 100.00 33 Cavendish Square W1G 0BQ London BEGF (GP) North Ltd Ltd. 50000133 100.00 33 Cavendish Square W1G 0BQ London BEGF (GP) South Ltd. Ltd. 50000134 100.00 33 Cavendish Square W1G 0BQ London Beheer Administratie en B.V. 20000611 100.00 Postbus 85100 3508 AC Utrecht Beleggingsmaatschappij Kant B.V. Beheer en B.V. 50000593 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Exploitatiemaatschappij Govers B.V. Beheermaatschappij Darius B.V. 20001639 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Beheermaatschappij Jansen B.V. 20001148 100.00 Herculesplein 5 3584 AA Utrecht Groenekan B.V. Beheermaatschappij Lelie B.V. 50000551 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Beheermaatschappij Stouwe B.V. 20001579 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Beheermaatschappij van der B.V. 20001514 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Reijnst B.V. Beheermaatschappij van het B.V. 20000053 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsfonds van de 7 B.V. Beheermaatschappij Van B.V. 20001509 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Putten B.V. Beheersmaatschappij Elma B.V. 20001824 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Schrijen B.V. Beheersmaatschappij W.F. B.V. 50000085 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Stegman B.V. Beheersmij. A.J. B.V. 20001572 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Konst B.V. Belarado Amsterdam 2000 B.V. 50000591 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Belart S.A. S.A. 10000553 100.00 Yes Kunstlaan 46 B-1000 Brussel Belart Staete B.V. B.V. 10000584 100.00 Schenkkade 65 2595 AS Den Haag Beleggingsinstelling G. B.V. 50000035 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost en K. B.V. Belfox s c S.A. 20002128 8.11 Rue Henri Maus ,2 1000 Bruxelles Belgian European Payment S.C. 20002102 20.00 Chaussee de Haecht 1442 1130 Bruxelles Systems S C Belgian Overseas Agencies Ltd. 20002179 100.00 Montreal Ltd. Belgian Overseas Issuing Corp 50000718 100.00 28th floor, 590 Madison NY 10022-2540 New York Corp Avenue Belhaska 51 B.V. B.V. 10001292 100.00 Schenkkade 65 2595 AS Den Haag Belhaska 52 B.V. B.V. 10001442 100.00 Schenkkade 65 2595 AS Den Haag Belhaska IX B.V. B.V. 10001346 100.00 Koning Davidlaan 3 6564 AC Nijmegen Belhaska Monumenten B.V. B.V. 10001307 100.00 Schenkkade 65 2595 AS Den Haag Belhaska XI B.V. B.V. 10001357 100.00 Schenkkade 65 2595 AS Den Haag Belhaska XX B.V. B.V. 50000423 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXI B.V. B.V. 50000425 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXII B.V. B.V. 50000426 100.00 Schenkkade 65 2595 AS Den Haag Belhaska XXIII B.V. B.V. 50000427 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXIV B.V. B.V. 50000429 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXIX B.V. B.V. 50000432 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXV B.V. B.V. 50000428 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXVI B.V. B.V. 50000431 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXVII B.V. B.V. 50000433 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belhaska XXVIII B.V. B.V. 50000430 100.00 Prinses Beatrixlaan 35 2595 AK Den Haag Belica B.V. B.V. 50000552 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ BCEF (GP) Limited United Kingdom No No No Private Equity BPEP Holdings Limited BCL Finance S A Belgium No No No Lease Locabel-Auto s.a. Bebida B.V. Netherlands No No No Cash Company ING Prena B.V. Bedale B.V. Netherlands No No No Cash Company ING Prena B.V. Bedrijfsgebouw Groeneveld Netherlands No No No Real Estate Exploitation MBO-Vastgoed Lease B.V. MBO C.V. Bedrijvencentrum Belgium No No No Real Estate Management Sogerfin S.A. Erembodegem N.V. Bedrijvencentrum Belgium No No No Real Estate Management Sogerfin S.A. Leuven N.V. Bedrijvencentrum Regio Belgium No No No Real Estate Management Sogerfin S.A. Oostende N.V. Bedrijvencentrum Sint Belgium No No No Real Estate Management Sogerfin S.A. Pietersleeuw N.V. Bedrijvencentrum Vilvoorde Belgium No No No Real Estate Management Sogerfin S.A. N.V. Bedrijvencentrum Vlaamse Belgium No No No Real Estate Management Sogerfin S.A. Ardennen N.V. BEGF (GP) Midlands Ltd. United Kingdom No No No Investment Management Baring Private Equity Partners Limited BEGF (GP) North Ltd United Kingdom No No No Investment Management Baring Private Equity Partners Limited BEGF (GP) South Ltd. United Kingdom No No No Investment Management Baring Private Equity Partners Limited Beheer Administratie en Netherlands No No No Investment Company CenE Bankiers N.V. Beleggingsmaatschappij Kant B.V. Beheer en Netherlands No No No Cash Company ING Prena B.V. Exploitatiemaatschappij Govers B.V. Beheermaatschappij Darius Netherlands No No No Cash Company ING Prena B.V. B.V. Beheermaatschappij Jansen Netherlands No No No Investment Company BV Algemene Groenekan B.V. Beleggingsmaatschappij CenE Bankiers N.V. Beheermaatschappij Lelie Netherlands No No No Cash Company ING Prena B.V. B.V. Beheermaatschappij Stouwe Netherlands No No No Cash Company ING Prena B.V. B.V. Beheermaatschappij van der Netherlands No No No Cash Company ING Prena B.V. Reijnst B.V. Beheermaatschappij van het Netherlands No No No Cash Company ING Prena B.V. Beleggingsfonds van de 7 B.V. Beheermaatschappij Van Netherlands No No No Cash Company ING Prena B.V. Putten B.V. Beheersmaatschappij Elma Netherlands No No No Cash Company ING Prena B.V. Schrijen B.V. Beheersmaatschappij W.F. Netherlands No No No Cash Company ING Prena B.V. Stegman B.V. Beheersmij. A.J. Netherlands No No No Cash Company ING Prena B.V. Konst B.V. Belarado Amsterdam 2000 Netherlands No No No Cash Company ING Prena B.V. B.V. Belart S.A. Belgium No No No Real Estate: General BOZ B.V. Belart Staete B.V. Netherlands No No No Real Estate: General BOZ B.V. Beleggingsinstelling G. Netherlands No No No Cash Company ING Prena B.V. en K. B.V. Belfox s c Belgium No No No Finance Company Bank Brussel Lambert N.V. Belgian European Payment Belgium No No No Service Company Bank Brussel Systems S C Lambert N.V. Belgian Overseas Agencies Canada No No No Financial Services Soges Fiducem s.a. Ltd. Belgian Overseas Issuing United States No No No Finance Company BBL USA Holding Corp of America Belhaska 51 B.V. Netherlands No No No Dormant Belhaska XI B.V. Belhaska 52 B.V. Netherlands No No No Dormant Belhaska XI B.V. Belhaska IX B.V. Netherlands No No No Dormant B.V. Algemene Beleggingsmaatschappij Reigerdaal Belhaska Monumenten B.V. Netherlands No No No Dormant Belhaska XI B.V. Belhaska XI B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XX B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXI B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXII B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXIII B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXIV B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXIX B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXV B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXVI B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXVII B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belhaska XXVIII B.V. Netherlands No No No Insurance Agency Oostermij B.V. Belica B.V. Netherlands No No No Cash Company ING Prena B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ BCEF (GP) Limited 100.00 BCL Finance S A 100.00 Bebida B.V. 100.00 Bedale B.V. 100.00 Bedrijfsgebouw Groeneveld MBO C.V. Bedrijvencentrum 14.23 Erembodegem N.V. Bedrijvencentrum 7.38 Leuven N.V. Bedrijvencentrum Regio 14.93 Oostende N.V. Bedrijvencentrum Sint 19.81 Pietersleeuw N.V. Bedrijvencentrum Vilvoorde 5.62 N.V. Bedrijvencentrum Vlaamse 7.46 Ardennen N.V. BEGF (GP) Midlands Ltd. 100.00 BEGF (GP) North Ltd 100.00 BEGF (GP) South Ltd. 100.00 Beheer Administratie en 100.00 Beleggingsmaatschappij Kant B.V. Beheer en 100.00 Exploitatiemaatschappij Govers B.V. Beheermaatschappij Darius 100.00 B.V. Beheermaatschappij Jansen 100.00 Groenekan B.V. Beheermaatschappij Lelie 100.00 B.V. Beheermaatschappij Stouwe 100.00 B.V. Beheermaatschappij van der 100.00 Reijnst B.V. Beheermaatschappij van het 100.00 Beleggingsfonds van de 7 B.V. Beheermaatschappij Van 100.00 Putten B.V. Beheersmaatschappij Elma 100.00 Schrijen B.V. Beheersmaatschappij W.F. 100.00 Stegman B.V. Beheersmij. A.J. 100.00 Konst B.V. Belarado Amsterdam 2000 100.00 B.V. Belart S.A. 20.00 Belart State 80.00 B.V. Belart Staete B.V. 100.00 Beleggingsinstelling G. 100.00 en K. B.V. Belfox s c 8.11 Belgian European Payment 20.00 Systems S C Belgian Overseas Agencies 100.00 Ltd. Belgian Overseas Issuing 100.00 Corp Belhaska 51 B.V. 100.00 Belhaska 52 B.V. 100.00 Belhaska IX B.V. 100.00 Belhaska Monumenten B.V. 100.00 Belhaska XI B.V. 100.00 Belhaska XX B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXI B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXII B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXIII B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXIV B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXIX B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXV B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXVI B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXVII B.V. 95.00 Belhaska XI 5.00 B.V. Belhaska XXVIII B.V. 95.00 Belhaska XI 5.00 B.V. Belica B.V. 100.00
10
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Bello & Klaassen B.V. 10001277 100.00 Eekwal 10 8011 LD Zwolle Assurantie Adviseurs B.V. BELSCA S.A. S.A. 50000743 19.96 Avenue Reine Astrid 47-49 5000 Namen Bempton B.V. B.V. 20001657 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Benelux Investment B.V. 20000440 16.28 Postbus 5121 1410 AC Naarden Fund B.V. Ben-Net Corporation Ltd. 100.00 101 Worthington St. E., ON P1B 1G5 North Bay suite 325 Berchem Onroerend B.V. 20001951 100.00 Amsterdam Goed B.V. Berg Assurantien B.V. B.V. 10001341 100.00 Tuindersweg 47-49 2676 BD Maasdijk Berg Bankzaken B.V. B.V. 10001342 100.00 Tuindersweg 47-49 2676 BD Maasdijk Berg Diensten Beheer B.V. B.V. 10001340 100.00 Tuindersweg 47-49 2676 BD Maasdijk Berkelse Poort B.V. B.V. 20001952 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Berkel-Staete I B.V. B.V. 10000531 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Berkel-Staete II B.V. B.V. 10000532 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Berlin Brandenburg B.V. 40000188 - Schenkkade 65 2595 AS Den Haag Grundbesitz B.V. Berliner Gesellschaft fur GmbH 50000502 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Vermogensverwaltung mbH 10 Bermillio B.V. B.V. 20001635 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Berofranc Verwaltungs GmbH GmbH 20002531 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 Besacta B.V. B.V. 50000529 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Besto Sol Beheer B.V. B.V. 20002023 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beuke Poort B.V. B.V. 20001986 100.00 Mr. Treublaan 7 1097 DP Amsterdam Bewaarbedrijf CenE B.V. 20000602 100.00 Herculesplein 5 3584 AA Utrecht Bankiers B.V. Bfl- GmbH 20002629 97.09 Beteiligungsgesellschaft fur Industriewerte mbH BH&S Property Management Ltd. 50000829 50.00 60 London Wall EC2M 5TQ London Limited BHB Management Limited Ltd. 20001278 100.00 33 Cavendish Square W1M 0BQ London BHC Management Limited Ltd. 50000966 100.00 Barfield House, St. GY1 3ZD St. Peter Port, Julians Avenue Guernsey BHF (USA) Capital AG 50000231 97.09 590 Madison Avenue NY 10022 New York Corporation BHF (USA) Holdings, Inc. Inc. 50000232 97.09 590 Madison Avenue NY 10022 New York BHF + HIH Fondsmanagement GmbH 50000233 58.25 Bockenheimer Landstrasse 60323 Frankfurt am Main GmbH 10 BHF 1. Grundbesitz GmbH GmbH 50000483 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 BHF Capital Management GmbH 50000234 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main GmbH 10 BHF Finance (Brazil) Ltda. Ltda. 50000235 97.09 Av. Brigadeiro Faria Lima, 01452-002 Sao Paulo 1.461, Torre CEP BHF Finance (Delaware) AG 50000250 97.09 Inc. BHF Finance (Nederlands) B.V. 50000251 97.09 Haaksbergweg 27 1101 BP Amsterdam B.V. BHF Grundbesitz- GmbH 50000252 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Verwaltungsgesellschaft 10 mbH BHF Grundbesitz- OHG 20002625 30.10 Verwaltungsgesellschaft mbH & Co am Kaiserlei oHG BHF Grundbesitz- OHG 50000253 66.99 Bockenheimer Landstrasse 60323 Frankfurt am Main Verwaltungsgesellschaft 10 mbH & Co. am Kaiserlei OHG BHF Immobilien-GmbH GmbH 50000254 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 BHF Private Equity GmbH 50000255 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Treuhand- und 10 Beratungsgesselschaft mbH BHF Realty Corporation AG 50000256 97.09 BHF Specialized Finance GmbH 50000257 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main GmbH 10 BHF Structured Finance AG 50000258 97.09 Corporation BHF Trust Management GmbH 50000259 97.09 Neue Mainzer Strabe 80 60311 Frankfurt am Main Gesellschaft fur Vermogensverwaltung mbH BHF Vastgoed B.V. GmbH 50000260 97.09 Haaksbergweg 27 1101 BP Amsterdam BHF Zivnostenska GmbH 50000261 80.87 Haaksbergweg 27 1101 BP Amsterdam Investment B.V. BHF-BANK (Jersey) Ltd. AG 50000262 97.09 6 West Centre St Helier (Jersey) BHF-BANK (Schweiz) AG AG 50000263 97.09 Schulhausstrabe 6 8027 Zurich BHF-BANK AG A.G. 20000444 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 BHF-BANK Finance (Jersey) Ltd. 50000264 97.09 6 West Centre St Helier (Jersey) Ltd. BHF-BANK International S.A. 50000265 97.09 283, route d'Arlon 1150 Luxemburg S.A. BHF-Betriebsservice GmbH GmbH 50000266 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 BHI Management Limited Ltd. 50000825 62.50 Barfield House, St GY 3QL Guernsey, Channel Julian's Avenue, St Peter Islands Port - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Bello & Klaassen Netherlands No No No Insurance broker Belhaska XI B.V. Assurantie Adviseurs B.V. BELSCA S.A. Belgium No No No Miscellaneous Bank Brussel Lambert N.V. Bempton B.V. Netherlands No No No Cash Company ING Prena B.V. Benelux Investment Netherlands No No No Investment Fund ING Bank N.V. Fund B.V. Ben-Net Corporation Canada No No No Distribution of Equisure Financial Insurance Products Network, Inc. Berchem Onroerend Netherlands No No No Real Estate Management Westland/Utrecht Goed B.V. Leasing B.V. Berg Assurantien B.V. Netherlands No No No Insurance broker B.V. Algemene Beleggingsmaatschappij Reigerdaal Berg Bankzaken B.V. Netherlands No No No Insurance broker B.V. Algemene Beleggingsmaatschappij Reigerdaal Berg Diensten Beheer B.V. Netherlands No No No Holding Belhaska XI B.V. Berkelse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Berkel-Staete I B.V. Netherlands No No No Real Estate Exploitation BOZ B.V. Berkel-Staete II B.V. Netherlands No No No Real Estate Exploitation Berkel-Staete I B.V. Berlin Brandenburg Netherlands No No No Grundbesitz B.V. Berliner Gesellschaft fur Germany No No No Real Estate Management BHF-BANK AG Vermogensverwaltung mbH Bermillio B.V. Netherlands No No No Cash Company ING Prena B.V. Berofranc Verwaltungs GmbH Germany No No No BHF-BANK AG Besacta B.V. Netherlands No No No Cash Company ING Prena B.V. Besto Sol Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Beuke Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Bewaarbedrijf CenE Netherlands No No No Trust Company CenE Bankiers N.V. Bankiers B.V. Bfl- Germany No No No Miscellaneous Industrie-Beteiligungs- Beteiligungsgesellschaft Gesellschaft mbH fur Industriewerte mbH BH&S Property Management United Kingdom No No No Asset Management Baring Houston & Limited Saunders Limited BHB Management Limited United Kingdom No No No Holding Baring Private Equity Partners Limited BHC Management Limited United Kingdom No No No Private Equity Baring Private Equity Partners Limited BHF (USA) Capital United States No No No Holding BHF (USA) Holdings, Corporation of America Inc. BHF (USA) Holdings, Inc. United States No No No Holding BHF-BANK AG of America BHF + HIH Fondsmanagement Germany No No No Fund Administration BHF-BANK AG GmbH BHF 1. Grundbesitz GmbH Germany No No No Real Estate Management BHF Immobilien-GmbH BHF Capital Management Germany No No No Miscellaneous BHF-BANK AG GmbH BHF Finance (Brazil) Ltda. Brazil No No No Finance Company BHF-BANK AG BHF Finance (Delaware) United States No No No Finance Company BHF (USA) Holdings, Inc. of America Inc. BHF Finance (Nederlands) Netherlands No No No Finance Company BHF-BANK AG B.V. BHF Grundbesitz- Germany No No No Real Estate: General BHF-BANK AG Verwaltungsgesellschaft mbH BHF Grundbesitz- Germany No No No Real Estate: General Industrie-Beteiligungs- Verwaltungsgesellschaft Gesellschaft mbH mbH & Co am Kaiserlei oHG BHF Grundbesitz- Germany No No No Real Estate: General BHF-BANK AG Verwaltungsgesellschaft mbH & Co. am Kaiserlei OHG BHF Immobilien-GmbH Germany No No No Real Estate: General BHF-BANK AG BHF Private Equity Germany No No No Trust Company BHF-BANK AG Treuhand- und Beratungsgesselschaft mbH BHF Realty Corporation United States No No No Real Estate: General BHF (USA) Capital of America Corporation BHF Specialized Finance Germany No No No Miscellaneous BHF-BANK AG GmbH BHF Structured Finance Cayman Islands No No No Miscellaneous BHF (USA) Holdings, Corporation Inc. BHF Trust Management Germany No No No Trust Company BHF-BANK AG Gesellschaft fur Vermogensverwaltung mbH BHF Vastgoed B.V. Netherlands No No No Real Estate: General BHF Finance (Nederlands) B.V. BHF Zivnostenska Netherlands No No No Miscellaneous BHF Finance Investment B.V. (Nederlands) B.V. BHF-BANK (Jersey) Ltd. United Kingdom No No No Branch Office BHF-BANK Finance (Jersey) Ltd. BHF-BANK (Schweiz) AG Switzerland No No No Branch Office BHF-BANK AG BHF-BANK AG Germany Yes Yes No General Bank ING Verwaltung und Beteiligung GmbH BHF-BANK Finance (Jersey) United Kingdom No No No Branch Office BHF-BANK AG Ltd. BHF-BANK International Luxemburg No No No Holding BHF-BANK AG S.A. BHF-Betriebsservice GmbH Germany No No No Service Company BHF-BANK AG BHI Management Limited United Kingdom No No No Asset Management Baring Private Equity Partners Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Bello & Klaassen 100.00 Assurantie Adviseurs B.V. BELSCA S.A. 19.96 Bempton B.V. 100.00 Benelux Investment 6.87 Bank Brussel 9.50 Fund B.V. Lambert NV Ben-Net Corporation 100.00 Berchem Onroerend 100.00 Goed B.V. Berg Assurantien B.V. 100.00 Berg Bankzaken B.V. 100.00 Berg Diensten Beheer B.V. 100.00 Berkelse Poort B.V. 100.00 Berkel-Staete I B.V. 100.00 Berkel-Staete II B.V. 100.00 Berlin Brandenburg - Grundbesitz B.V. Berliner Gesellschaft fur 97.09 Vermogensverwaltung mbH Bermillio B.V. 100.00 Berofranc Verwaltungs GmbH 97.09 Besacta B.V. 100.00 Besto Sol Beheer B.V. 100.00 Beuke Poort B.V. 100.00 Bewaarbedrijf CenE 100.00 Bankiers B.V. Bfl- 97.09 Beteiligungsgesellschaft fur Industriewerte mbH BH&S Property Management 50.00 Limited BHB Management Limited 100.00 BHC Management Limited 100.00 BHF (USA) Capital 97.09 Corporation BHF (USA) Holdings, Inc. 97.09 BHF + HIH Fondsmanagement 58.25 GmbH BHF 1. Grundbesitz GmbH 97.09 BHF Capital Management 97.09 GmbH BHF Finance (Brazil) Ltda. 97.09 BHF Finance (Delaware) 97.09 Inc. BHF Finance (Nederlands) 97.09 B.V. BHF Grundbesitz- 97.09 Verwaltungsgesellschaft mbH BHF Grundbesitz- 30.10 Verwaltungsgesellschaft mbH & Co am Kaiserlei oHG BHF Grundbesitz- 66.99 Verwaltungsgesellschaft mbH & Co. am Kaiserlei OHG BHF Immobilien-GmbH 97.09 BHF Private Equity 97.09 Treuhand- und Beratungsgesselschaft mbH BHF Realty Corporation 97.09 BHF Specialized Finance 97.09 GmbH BHF Structured Finance 97.09 Corporation BHF Trust Management 97.09 Gesellschaft fur Vermogensverwaltung mbH BHF Vastgoed B.V. 97.09 BHF Zivnostenska 80.87 Investment B.V. BHF-BANK (Jersey) Ltd. 97.09 BHF-BANK (Schweiz) AG 97.09 BHF-BANK AG 95.39 ING Bank NV 1.70 BHF-BANK Finance (Jersey) 97.09 Ltd. BHF-BANK International 97.09 S.A. BHF-Betriebsservice GmbH 97.09 BHI Management Limited 62.50
11
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ BHR Management Limited Ltd. 20001280 100.00 Barfield House,St.Julians GY1 3QL St. Peter Port, Av. Guernsey BI Advisers Limited Ltd. 20001874 60.00 Barfield House, St.Julians St. Peter Port, Av. Guernsey Bidania B.V. B.V. 50000011 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bijl Beheer B.V. B.V. 50000014 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bijlmerplein Leasing B.V. B.V. 40000117 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bimbister B.V. B.V. 20001633 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Biporus B.V. B.V. 20001078 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Birthland Limited Ltd. 50000800 100.00 107 Cheapside EC2V 6HJ London BIS Nominees Pty Limited Ltd. 10001515 100.00 Melbourne Bishop-Morrow Insurance Ltd. 100.00 101 - 1305 11th Avenue SW AB T3C 3P6 Calgary Ltd. Bishopscourt Asset Finance Ltd. 50000580 100.00 60, London Wall EC2M 5TQ London Limited Bishopscourt Equipment Ltd. 50000838 100.00 60 London Wall EC2M 5TQ London Leasing Limited Bishopscourt Industrial Ltd. 50000840 100.00 60 London Wall EC2M 5TQ London Finance Limited Bishopscourt Ltd Ltd. 50000848 100.00 60 London Wall EC2M 5TQ London Bissone B.V. B.V. 50000015 100.00 Drentestraat 24 1083 HK Amsterdam BL & P Nieuwegein B.V. B.V. 50000016 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost BLAC Corp incorperated Inc. 20001879 51.00 2665 South Bayshore Drive Suite 1101 Coconut Grove BLAC Holdings inc Inc. 20001850 100.00 Corporation Trust Center 1209 Orang Wilmington Blarina B.V. B.V. 20001223 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Blauwe M R I B.V. B.V. 20001803 100.00 Karspeldreef 14 1101 CK Amsterdam Bleakleys Limited Ltd. 10001510 100.00 10 Help Street NSW Chatswood Blijenhoek Staete B.V. B.V. 10000562 100.00 Schenkkade 65 2595 AS Den Haag Blizzard Rock B.V. B.V. 50000553 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Blue Cross Medical Ltd. 10000816 100.00 65 Chulia Street #36-01 049513 Singapore Consultancy (S'pore) Pty. Ltd. Bonfield Japan Growth - Yes P.O. Box 309, Ugland, Georgetown, Grand South Church Street Cayman Bonfield Japan Hedge Fund - Yes IFSC House, International 1 Dublin Financial Services Centre Boree s.a. S.A. 50000669 100.00 16, rue Hoche 92906 Paris Boston Crecent Inc. Inc. 40000177 - Schenkkade 65 2595 AS Den Haag Bothwell B.V. B.V. 20001824 100.00 Bijlmerplein 888 1102 MG Amsterdam Bouw en N.V. 20001933 100.00 Mr. Treublaan 7 1097 DP Amsterdam Exploitatiemaatschappij Deska XXIII B.V. Bouw-, Exploitatie en B.V. 20001947 100.00 Mr. Treublaan 7 1097 DP Amsterdam Administratie Maatschappij Amer IV B.V. Bouwbureau voor de Twents- B.V. 20002033 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gelderse Industrie B.V. Bouwfonds Anklaar- B.V. 10000633 100.00 Yes Schenkkade 65 2595 AS Den Haag Apeldoorn 1967 B.V. Bouwfonds AVG B.V. B.V. 10000616 - Yes Schenkkade 65 2595 AS Den Haag Bouwfonds Bilthoven 1969 B.V. 10000634 100.00 Yes Schenkkade 65 2595 AS Den Haag B.V. Bouwfonds Nationale- B.V. 10000034 100.00 Schenkkade 65 2595 AS Den Haag Nederlanden B.V. Bouwfonds Nemavo B.V. B.V. 10000632 100.00 Yes Schenkkade 65 2595 AS Den Haag Bouwfonds Roveso B.V. B.V. 10000635 100.00 Yes Schenkkade 65 2595 AS Den Haag Bouwfonds Utrecht B.V. 10000683 100.00 Yes Schenkkade 65 2595 AS Den Haag 1967 B.V. Bouwfonds Valken B.V. 10000547 100.00 Yes Schenkkade 65 2595 AS Den Haag Staete B.V. Bouwmaatschappij B.V. 20000617 100.00 Bijlmerplein 888 1102 MG Amsterdam Mecklenburgplein B.V. Bouwonderneming B.V. 10000234 100.00 Schenkkade 65 2595 AS Den Haag AMER LII B.V. BOWA KG 20002617 18.45 Beteiligungsgesellschaft mbH & Co. KG BOWA GmbH 20002618 18.45 Geschaffuhrungsgesellschaft mbH BOZ B.V. B.V. 10000501 100.00 Schenkkade 65 2595 AS Den Haag BPEP ( Poland) S.p.zo.o S.p.zo.o50000639 100.00 Al. Jana Pawla II 23 00-854 Warsaw BPEP General Partner I Ltd. 20001854 100.00 33 Cavendish Square W1M 0BQ London Linmited BPEP General Partner II Ltd. 20001855 100.00 33 Cavendish Square W1M 0BQ London Limited BPEP Holdings Limited Ltd. 20001682 100.00 Barfield House. St.Julians St. Peter Guernsey Av. BPEP Management (UK) Ltd. 20001857 100.00 33 Cavendish Square W1M 0BQ London Limited - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ BHR Management Limited United Kingdom No No No Holding BPEP Management Limited BI Advisers Limited United Kingdom No No No Holding BPEP Holdings Limited Bidania B.V. Netherlands No No No Cash Company ING Prena B.V. Bijl Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Bijlmerplein Leasing B.V. Netherlands No No No Real Estate Management BV Maatschappij van Onroerende Goederen 'Het Middenstandshuis' Bimbister B.V. Netherlands No No No Cash Company ING Prena B.V. Biporus B.V. Netherlands No No No Cash Company ING Prena B.V. Birthland Limited United Kingdom No No No Lease ING Lease (UK) Limited BIS Nominees Pty Limited Australia No No No Advisor Asset Management Limited Bishop-Morrow Insurance Canada No No No Insurance broker Equisure Financial Ltd. Network, Inc. Bishopscourt Asset Finance United Kingdom No No No Holding Baring Brothers Limited Limited Bishopscourt Equipment United Kingdom No No No Lease ING Barings (London) Leasing Limited Limited Bishopscourt Industrial United Kingdom No No No Lease ING Barings (London) Finance Limited Limited Bishopscourt Ltd United Kingdom No No No Lease ING Barings (London) Limited Bissone B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. BL & P Nieuwegein B.V. Netherlands No No No Cash Company ING Prena B.V. BLAC Corp incorperated United States No No No Management Company BLAC Holdings inc of America (general) BLAC Holdings inc United States No No No Holding BPEP Holdings Limited of America Blarina B.V. Netherlands No No No Cash Company ING Prena B.V. Blauwe M R I B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Bleakleys Limited Australia Yes No Yes Stock Brokerage Austplanners Holdings Pty Limited Blijenhoek Staete B.V. Netherlands No No No Real Estate Investments BOZ B.V. Blizzard Rock B.V. Netherlands No No No Cash Company ING Prena B.V. Blue Cross Medical Singapore No No No Consultancy ING Insurance Consultancy (S'pore) Pty. International B.V. Ltd. Bonfield Japan Growth Cayman Island, No No No Investment Fund British West Indies Bonfield Japan Hedge Fund Ireland No No No Investment Fund Boree s.a. France No No No Real Estate Management Bank Brussel Lambert N.V. Boston Crecent Inc. Netherlands No No No Dormant Company ? Bothwell B.V. Netherlands No No No Cash Company ING Prena B.V. Bouw en Netherlands No No No Real Estate Management Westland/Utrecht Exploitatiemaatschappij Hypotheekbank N.V. Deska XXIII B.V. Bouw-, Exploitatie en Netherlands No No No Financial Services Muidergracht Administratie Maatschappij Onroerend Goed B.V. Amer IV B.V. Bouwbureau voor de Twents- Netherlands No No No Real Estate Investments ING Prena B.V. Gelderse Industrie B.V. Bouwfonds Anklaar- Netherlands No No No Real Estate Management ING Vastgoed Apeldoorn 1967 B.V. Belegging B.V. Bouwfonds AVG B.V. Netherlands No No No Real Estate: General ? Bouwfonds Bilthoven 1969 Netherlands No No No Real Estate Management ING Vastgoed B.V. Belegging B.V. Bouwfonds Nationale- Netherlands No No No Real Estate Management ING Vastgoed Nederlanden B.V. Belegging B.V. Bouwfonds Nemavo B.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. Bouwfonds Roveso B.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. Bouwfonds Utrecht Netherlands No No No Real Estate Management ING Vastgoed 1967 B.V. Belegging B.V. Bouwfonds Valken Netherlands No No No Real Estate Management ING Vastgoed Staete B.V. Belegging B.V. Bouwmaatschappij Netherlands No No No Investment Company Oscar Smit's Bank N.V. Mecklenburgplein B.V. Bouwonderneming Netherlands No No No Real Estate Exploitation Nationale-Nederlanden AMER LII B.V. Holdinvest B.V. BOWA Germany No No No Management Company Industrie-Beteiligungs- Beteiligungsgesellschaft (general) Gesellschaft mbH mbH & Co. KG BOWA Germany No No No Management Company Industrie-Beteiligungs- Geschaffuhrungsgesellschaft (general) Gesellschaft mbH mbH BOZ B.V. Netherlands No No No Holding ING REI Investment I B.V. BPEP ( Poland) S.p.zo.o Poland No No No Private Equity BPEP Holdings Limited BPEP General Partner I United Kingdom No No No Private Equity Baring Private Equity Linmited Partners Limited BPEP General Partner II United Kingdom No No No Private Equity Baring Private Equity Limited Partners Limited BPEP Holdings Limited United Kingdom No No No Holding ING Bank N.V. BPEP Management (UK) United Kingdom No No No Private Equity Baring Private Equity Limited Partners Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ BHR Management Limited 100.00 BI Advisers Limited 60.00 Bidania B.V. 100.00 Bijl Beheer B.V. 100.00 Bijlmerplein Leasing B.V. 100.00 Bimbister B.V. 100.00 Biporus B.V. 100.00 Birthland Limited 100.00 BIS Nominees Pty Limited 100.00 Bishop-Morrow Insurance 100.00 Ltd. Bishopscourt Asset Finance 100.00 Limited Bishopscourt Equipment 100.00 Leasing Limited Bishopscourt Industrial 100.00 Finance Limited Bishopscourt Ltd 100.00 Bissone B.V. 100.00 BL & P Nieuwegein B.V. 100.00 BLAC Corp incorperated 51.00 BLAC Holdings inc 100.00 Blarina B.V. 100.00 Blauwe M R I B.V. 100.00 Bleakleys Limited 100.00 Blijenhoek Staete B.V. 100.00 Blizzard Rock B.V. 100.00 Blue Cross Medical 100.00 Consultancy (S'pore) Pty. Ltd. Bonfield Japan Growth Bonfield Japan Hedge Fund Boree s.a. 100.00 Boston Crecent Inc. - Bothwell B.V. 100.00 Bouw en 100.00 Exploitatiemaatschappij Deska XXIII B.V. Bouw-, Exploitatie en 100.00 Administratie Maatschappij Amer IV B.V. Bouwbureau voor de Twents- 100.00 Gelderse Industrie B.V. Bouwfonds Anklaar- 100.00 Apeldoorn 1967 B.V. Bouwfonds AVG B.V. Bouwfonds Bilthoven 1969 100.00 B.V. Bouwfonds Nationale- 100.00 Nederlanden B.V. Bouwfonds Nemavo B.V. 100.00 Bouwfonds Roveso B.V. 100.00 Bouwfonds Utrecht 100.00 1967 B.V. Bouwfonds Valken 100.00 Staete B.V. Bouwmaatschappij 100.00 Mecklenburgplein B.V. Bouwonderneming 100.00 AMER LII B.V. BOWA 18.45 Beteiligungsgesellschaft mbH & Co. KG BOWA 18.45 Geschaffuhrungsgesellschaft mbH BOZ B.V. 100.00 BPEP ( Poland) S.p.zo.o 100.00 BPEP General Partner I 100.00 Linmited BPEP General Partner II 100.00 Limited BPEP Holdings Limited 100.00 BPEP Management (UK) 100.00 Limited
12
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ BPEP Management Limited Ltd. 20001863 100.00 Barfield House, St.Julians St.Peter P Guernsey Av. BPEP Nominees Limited Ltd. 20001856 100.00 33 Cavendish Square W1M OBN London BPEP Participations Ltd. 20001860 100.00 Barfield House. St.Julians St. Peter Guernsey Limited Av. Branson Insurance Agency, Inc. 50000172 100.00 400 First Street South, MN 56301-3600 St Cloud Inc. Suite 300 Brasas B.V. B.V. 20001256 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Brasemer Poort B.V. B.V. 20001953 100.00 Amsterdam Bravura B.V. B.V. 20001644 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Breijer Assurantien B.V. B.V. 10001279 100.00 Raadhuisplein 132 2922 AL Krimpen a/d IJssel Bremer-Van Mierlo B.V. 20001687 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij B.V. Brenko B.V. B.V. 20001782 100.00 Herengracht 619 1017 CE Amsterdam British Land Patrium B.V. B.V. 40000008 - Yes Schenkkade 65 2595 AS Den Haag British Land Patrium I B.V. B.V. 40000020 - Yes Schenkkade 65 2595 AS Den Haag British Land Patrium II B.V. 40000006 - Yes Schenkkade 65 2595 AS Den Haag B.V. British Land Patrium III B.V. 40000007 - Yes Schenkkade 65 2595 AS Den Haag B.V. Brittany Square Limited L.P. 40000190 L.P. Yes Boston Partnership Broks Holding B.V. B.V. 50000079 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bruine Poort B.V. B.V. 20001996 100.00 Mr Treublaan 7 1097 DP Amsterdam Brunel Centre LTD Plc. 40000031 - Brunera Limited Ltd. 20001413 100.00 60 London Wall EC2M 5TQ London Brussel Staete B.V. B.V. 10000565 100.00 Schenkkade 65 2595 AS Den Haag Brussels Lambert UK Ltd. 50000700 100.00 Broadgate 6 EC2M 2AJ London Nominees Ltd. BSK Leasing S A S.A. 20001722 100.00 Ul. Powstancow 28-40-039 Katowice Buckden B.V. B.V. 50000470 100.00 Drentestraat 24 1083 HK Amsterdam Buenos Aires Equity N.V. 20001075 100.00 Kaya W.F.G. (Jombi) Curacao (N.A.) Investments N.V. Mensing 14 Business Compass Holding B.V. 20001775 100.00 Van Hasseltkade 13 6211 CC Maastricht B.V. Business Datenbanken Int. S.A. 20002118 9.98 Frankfurt am Main BVC Nominees Limited Ltd. 20001272 100.00 60 London Wall EC2M 5TQ London BVP Holdings Limited Ltd. 20001868 100.00 Barfiled House, St.Julians St. Peter Guernsey Av. BVP Management Limited Ltd. 50000976 100.00 Barfield House, St.Julians GY1 3QL St. Peter Port, Av. Guernsey BVP Mexico S.A. S.A. 20001277 90.00 Paseo de la Reforma No. 6500 Mexico City 509-7 BWH Financiele Diensten B.V. 10001293 100.00 Tuindersweg 49 2676 BD Maasdijk B.V. C.I.K. Caisse S.A. 20002119 19.14 Avenue de schiphol 6 1140 Bruxelles Interproffesionelle de depots s.a. C.J. Buyzen Beheer B.V. B.V. 20001798 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost C.J.H.- en J.J. Heimeriks B.V. 20001188 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Holding B.V. C.T.M.N. Nominees Ltd. Ltd. 50000987 100.00 1 Paternoster Row, St. EC4M 7DH London Paul's C.T.S. Nominees Ltd. Ltd. 50001103 100.00 1 Paternoster Row, St. EC4M 7DH London Paul's C.V. Bedrijven Park G.P. C.V. 40000252 50.00 Schenkkade 65 2595 AS Den Haag C.V. C.V. 20000456 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Exploitatiemaatschappij Tunnel onder de Noord Cabel B.V. B.V. 20001783 100.00 Herengracht 619 1017 CE Amsterdam Caesarean Management Ltd. Ltd. 20002229 100.00 Jersey Caisse Privee Banque N.V. N.V. 50000628 100.00 Marsveldplein 2 1050 Elsene Caldona B.V. B.V. 20002017 100.00 Bijlmerplein 888 1102 MG Amsterdam Calera Pty Ltd Ltd. 50000332 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Cambridge Enterprises Ltd. Ltd. 10001454 100.00 Toronto Cambridge Street Ltd. 100.00 London Nominees Ltd. Camed Invent '01 B.V. B.V. 50000844 100.00 Karspeldreef 14 1101 CK Amsterdam Camilo B.V. B.V. 20001230 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Capital Insurance Ltd. 50.00 715 Hewitson Street, suite ON P7B 6B5 Thunder Bay Brokers Ltd. 1000 Capricorn Venture Fund N.V. 20001884 40.80 Lei 19/1 B-3000 Leuven N.V. Capricorn Venture Partners N.V. 20001853 39.00 Lei 19/1 B-3000 Leuven N.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ BPEP Management Limited United Kingdom No No No Holding BPEP Holdings Limited BPEP Nominees Limited United Kingdom No No No Private Equity Baring Private Equity Partners Limited BPEP Participations United Kingdom No No No Holding BPEP Holdings Limited Limited Branson Insurance Agency, United States No No No Insurance Agency PrimeVest Financial Inc. of America Services, Inc. Brasas B.V. Netherlands No No No Cash Company ING Prena B.V. Brasemer Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Bravura B.V. Netherlands No No No Cash Company ING Prena B.V. Breijer Assurantien B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Bremer-Van Mierlo Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij B.V. Brenko B.V. Netherlands No No No Financial Services Bank Mendes Gans N.V. British Land Patrium B.V. Netherlands No No No Real Estate: General ? British Land Patrium I B.V. Netherlands No No No Real Estate: General ? British Land Patrium II Netherlands No No No Real Estate: General ? B.V. British Land Patrium III Netherlands No No No Real Estate: General ? B.V. Brittany Square Limited United States No No No Real Estate: General ? Partnership of America Broks Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Bruine Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Brunel Centre LTD United Kingdom No No No Real Estate: General ? Brunera Limited United Kingdom No No No Trust Company INGB Securities Client Services Limited Brussel Staete B.V. Netherlands No No No Real Estate Management BOZ B.V. Brussels Lambert UK Belgium No No No Custody BBL International Nominees Ltd. UK Ltd. BSK Leasing S A Poland Yes No No Brokerage Bank Slaski S.A. w Katowicach Buckden B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Buenos Aires Equity Netherlands No No No Investment Services ING Bank N.V. Investments N.V. Antilles Business Compass Holding Netherlands No No No Holding MKB Punt B.V. B.V. Business Datenbanken Int. Germany No No No Service Company Bank Brussel Lambert N.V. BVC Nominees Limited United Kingdom No No No Custody Baring Brothers Limited BVP Holdings Limited United Kingdom No No No Holding BPEP Holdings Limited BVP Management Limited United Kingdom No No No Holding BPEP Holdings Limited BVP Mexico S.A. Mexico No No No Venture Capital Baring Private Equity Partners Espana S.A. BWH Financiele Diensten Netherlands No No No Insurance Broker Belhaska XI B.V. B.V. C.I.K. Caisse Belgium No No No Finance Company Bank Brussel Interproffesionelle de Lambert N.V. depots s.a. C.J. Buyzen Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. C.J.H.- en J.J. Heimeriks Netherlands No No No Cash Company ING Prena B.V. Holding B.V. C.T.M.N. Nominees Ltd. United Kingdom Yes No Yes Brokerage Charterhouse Securities Ltd. C.T.S. Nominees Ltd. United Kingdom Yes No Yes Brokerage Charterhouse Securities Ltd. C.V. Bedrijven Park G.P. Netherlands No No No Real Estate Management ING Vastgoed Ontwikkeling B.V. C.V. Netherlands No No No Real Estate Management Tunnel onder de Exploitatiemaatschappij Noord B.V. Tunnel onder de Noord Cabel B.V. Netherlands No No No Financial Services Bank Mendes Gans N.V. Caesarean Management Ltd. United Kingdom No No No Financial Services Banque Bruxelles Lambert Suisse s.a. Caisse Privee Banque N.V. Belgium No No No General Bank Bank Brussel Lambert N.V. Caldona B.V. Netherlands No No No Investment Company Aceros B.V. Calera Pty Ltd Australia No No No Real Estate: General Heine Management Pty Limited Cambridge Enterprises Ltd. Canada No No No Scotus Inc. Cambridge Street United Kingdom Yes Yes Brokerage Sutherlands Nominees Ltd. (Holdings) Ltd. Camed Invent '01 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Camilo B.V. Netherlands No No No Cash Company ING Prena B.V. Capital Insurance Canada No No No Insurance broker Equisure Insurance Brokers Ltd. Services Ltd. Capricorn Venture Fund Belgium No No No Holding BVP Holdings Limited N.V. Capricorn Venture Partners Belgium No No No Private Equity BPEP Holdings Limited N.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ BPEP Management Limited 100.00 BPEP Nominees Limited 100.00 BPEP Participations 100.00 Limited Branson Insurance Agency, 100.00 Inc. Brasas B.V. 100.00 Brasemer Poort B.V. 100.00 Bravura B.V. 100.00 Breijer Assurantien B.V. 100.00 Bremer-Van Mierlo 100.00 Beleggingsmaatschappij B.V. Brenko B.V. 100.00 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 Broks Holding B.V. 100.00 Bruine Poort B.V. 100.00 Brunel Centre LTD - Brunera Limited 100.00 Brussel Staete B.V. 100.00 Brussels Lambert UK 100.00 Nominees Ltd. BSK Leasing S A 100.00 Buckden B.V. 100.00 Buenos Aires Equity 100.00 Investments N.V. Business Compass Holding 100.00 B.V. Business Datenbanken Int. 9.98 BVC Nominees Limited 100.00 BVP Holdings Limited 100.00 BVP Management Limited 100.00 BVP Mexico S.A. 90.00 BWH Financiele Diensten 100.00 B.V. C.I.K. Caisse 19.14 Interproffesionelle de depots s.a. C.J. Buyzen Beheer B.V. 100.00 C.J.H.- en J.J. Heimeriks 100.00 Holding B.V. C.T.M.N. Nominees Ltd. 100.00 C.T.S. Nominees Ltd. 100.00 C.V. Bedrijven Park G.P. 50.00 C.V. 100.00 Exploitatiemaatschappij Tunnel onder de Noord Cabel B.V. 100.00 Caesarean Management Ltd. 100.00 Caisse Privee Banque N.V. 100.00 Caldona B.V. 100.00 Calera Pty Ltd 100.00 Cambridge Enterprises Ltd. 100.00 Cambridge Street 100.00 Nominees Ltd. Camed Invent '01 B.V. 100.00 Camilo B.V. 100.00 Capital Insurance 50.00 Brokers Ltd. Capricorn Venture Fund 40.80 N.V. Capricorn Venture Partners 39.00 N.V.
13
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Cardona B.V. B.V. 20000982 100.00 Drentestraat 24 1083 HK Amsterdam Cards Management Cy S.A. S.A. 20002104 20.00 Bld. Emile Jacqmain 159 1000 Bruxelles Carnegie Financial Corp. 50000964 100.00 5780 Powers Ferry Road NW 30327 Atlanta (Ga.) Corporation Carnegie Securities Corp. 50000925 100.00 5780 Powers Ferry Road NW 30327 Atlanta (Ga.) Corporation Cash Plan B.V. B.V. 20001753 100.00 Visseringlaan 18 2288 ER Rijswijk Catoneria B.V. B.V. 20001097 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Cavendish Nominees Limited Ltd. 20001861 100.00 Barfield House, St.Julians St. Peter Guernsey Av. Cayman Islands Funds N.V. Inc. 20001439 100.00 Kaya WFG (Jombi) Mensing Curacao 14 CBL Thai Asset Management Ltd. 20002105 25.00 Singapore Cedar Square Insurance and Ltd. 100.00 132 4th Avenue SE AB T1A 7M9 Medicine Hat Financial Centre Ltd. CEL Data Services S.A. S.A. 20002071 100.00 Ch. de Louvain ,1230 1200 Bruxelles CenE Asset Management N.V. N.V. 20001650 100.00 Kaya W.F.G. (Jombi) Willemstad, Mensing 14 Curacao CenE Bankiers Holding N.V. N.V. 20000960 100.00 Kaya W.F.G. (Jombi) Willemstad, Mensing 14 Curacao CenE Bankiers Management N.V. 20000991 100.00 Kaya W.F.G. (Jombi) Willemstad, N.V. Mensing 14 Curacao CenE Bankiers B.V. 50000394 100.00 Herculesplein 5 3584 AA Utrecht Mezzaninefonds B.V. CenE Bankiers N.V. N.V. 20000043 100.00 Herculesplein 5 3508 AC Utrecht CenE Verzekeringen B.V. N.V. 20000608 100.00 Herculesplein 5 3584 AA Utrecht Centrum Banku Slaskiego Ltd. 20002351 60.00 Sokolska 34 40-086 Katowice Sp z o.o. Centrum Elektronicznych S.A. 50.00 Plac Trzech Krzyzy 10/14 00-499 Warsaw Uslug Platniczych "eService" S.A. Centrum Ontwikkeling V.O.F. 50000869 50.00 Schenkkade 65 2595 AS Den Haag Broekpolder V.O.F. Cereus PLC Ltd. 20002701 100.00 60 London Wall EC2M 5TQ London Cermanita B.V. B.V. 20001568 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Chapdelaine Assurances Inc. 100.00 220 rue Brebeuf PQ J3G 5P3 Beloeil inc. Chapineria B.V. B.V. 20001459 100.00 Bijlmerplein 888 1102 MG Amsterdam Chapman Graham & Inc. 100.00 1580 20th St. East ON N4K 5P7 Owen Sound Associates Insurance Brokers Inc. Charles de Foucauld B.V. B.V. 20002385 100.00 Bijlmerplein 888 1102 MG Amsterdam Charterhouse Securities Ltd. 100.00 1 Paternoster Row, St. EC4M 7DH London Holdings Ltd. Paul's Charterhouse Securities Ltd. 50000986 100.00 1 Paternoster Row, St. EC4M 7DH London Ltd. Paul's Chevrier Laporte & Inc. 100.00 1 rue de la Gare PQ J2G 8E4 Granby Associes inc. China Dynamic Investment Ltd. 50000722 100.00 Hong Kong Management (Hong Kong) Limited Chipper Nederland V.O.F. V.O.F. 10000053 - Hoeksteen 7478 2132 MS Hoofddorp Chipper Services B.V. B.V. 50000532 100.00 Polarisavenue 15 2132 JH Hoofddorp CI European Limited Ltd. 20001885 40.00 Aberdeen Ciabel S.A. S.A. 20002095 99.76 Avenue Marnix ,24 1000 Bruxelles Cicania B.V. B.V. 20001051 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost CISL Aruba A.E.C. AEC 20001442 100.00 L.G. Smith Blvd 162 Aruba City Aveinc Plc Plc. 50000801 100.00 107 Cheapside EC2V 6HJ London City Six Inc. Plc. 50000804 100.00 107 Cheapside EC2V 6HJ London Cityinc. Inc. 20002363 100.00 107, Cheapside EC2V 6MJ London Cityincorp. Inc. 20002364 100.00 107, Cheapside EC2V 6MJ London Clacri B.V. B.V. 20001815 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Clarion Development L.P. 100.00 335 Madison Avenue NY 10017 New York Ventures, L.P. Clarion Partners, LLC LLC 100.00 335 Madison Avenue NY 10017 New York Clarion Realty LLC 100.00 335 Madison Avenue NY 10017 New York Services LLC Clearstream International S.A. 20000139 5.52 67 bd Grande-Duchesse L-1331 Luxemburg S.A. Charlott Clerdew Limited Plc. 10001488 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Closeburg B.V. B.V. 20001553 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Coastal Insurance Ltd. 100.00 104 - 2331 Marpole Avenue BC V3C 2A1 Port Coquitlam Services Ltd. Cobram s.a. S.A. 20002044 25.00 Stevinstraat 147 1000 Bruxelles Codeland Ltd. Ltd. 50000805 100.00 107 Cheapside EC2V 6HJ London - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Cardona B.V. Netherlands No No No Investment Company ING Bank N.V. Cards Management Cy S.A. Belgium No No No Savings & Loans Bank Brussel Lambert N.V. Carnegie Financial United States No No No Insurance Agency Investors Financial Corporation of America Group, Inc. Carnegie Securities United States No No No Insurance Agency Carnegie Financial Corporation of America Corporation Cash Plan B.V. Netherlands No No No Finance Company Dealer Cash Plan B.V. Catoneria B.V. Netherlands No No No Cash Company ING Prena B.V. Cavendish Nominees Limited United Kingdom No No No Holding BPEP Management Limited Cayman Islands Funds N.V. Netherlands No No No Investment Company Middenbank Curacao N.V. Antilles CBL Thai Asset Management Singapore No No No Investment Consultant Bank Brussel Lambert N.V. Cedar Square Insurance and Canada No No No Insurance broker Equisure Financial Financial Centre Ltd. Network, Inc. CEL Data Services S.A. Belgium No No No Investment Company Bank Brussel Lambert N.V. CenE Asset Management N.V. Netherlands Yes Management Company CenE Bankiers Antilles (general) Holding N.V. CenE Bankiers Holding N.V. Netherlands No No No Holding CenE Bankiers N.V. Antilles CenE Bankiers Management Netherlands No No No Financial Services CenE Bankiers N.V. Antilles Holding N.V. CenE Bankiers Netherlands No No No Finance Company CenE Bankiers N.V. Mezzaninefonds B.V. CenE Bankiers N.V. Netherlands No No No General Bank ING Bank N.V. CenE Verzekeringen B.V. Netherlands No No No Insurance Agency CenE Bankiers N.V. Centrum Banku Slaskiego Poland No No No Financial Services Bank Slaski S.A. Sp z o.o. w Katowicach Centrum Elektronicznych Poland No No No Bank Slaski S.A. Uslug Platniczych w Katowicach "eService" S.A. Centrum Ontwikkeling Netherlands No No No Real Estate Development ING Vastgoed Broekpolder V.O.F. Broekpolder B.V. Cereus PLC United Kingdom No No No Equity Management ING Baring Holding Nederland B.V. Cermanita B.V. Netherlands No No No Cash Company ING Prena B.V. Chapdelaine Assurances Canada No No No Insurance broker 3662578 Canada Inc.(7) inc. Chapineria B.V. Netherlands No No No Investment Company ING Prena B.V. Chapman Graham & Canada No No No Insurance broker Equisure Insurance Associates Insurance Services Ltd. Brokers Inc. Charles de Foucauld B.V. Netherlands No No No Cash Company ING Prena B.V. Charterhouse Securities United Kingdom Yes No Yes Stockbrokerage ING Barings (Chantal Holdings Ltd. Two) Ltd. Charterhouse Securities United Kingdom Yes No Yes Stockbrokerage Charterhouse Securities Ltd. Holdings Ltd. Chevrier Laporte & Canada No No No Insurance broker 3662578 Canada Inc.(7) Associes inc. China Dynamic Investment Hong Kong Yes No No Broker Aeltus Investment Management (Hong Kong) Management (Bermuda) Limited Holdings Limited Chipper Nederland V.O.F. Netherlands No No No Information Technology ? Chipper Services B.V. Netherlands No No No Payment Services Postbank N.V. CI European Limited United Kingdom No No No Stock Exchange BPEP Holdings Limited Ciabel S.A. Belgium No No No Savings & Loans Bank Brussel Lambert N.V. Cicania B.V. Netherlands No No No Cash Company ING Prena B.V. CISL Aruba A.E.C. Aruba No No No Financial Services ING Compania de Inversiones y Servicios Limitada City Aveinc Plc United Kingdom No No No Lease Birthland Limited City Six Inc. United Kingdom No No No Lease Codeland Ltd. Cityinc. United Kingdom No No No Lease Sonhold Ltd. Cityincorp. United Kingdom No No No Lease Sonhold Ltd. Clacri B.V. Netherlands No No No Cash Company ING Prena B.V. Clarion Development United States No No No Real Estate Management NNI Clarion Ventures, L.P. of America Development, LLC Clarion Partners, LLC United States No No Yes Real Estate Management ING Clarion Partners of America Holdings, Inc. Clarion Realty United States No No No Real Estate Management ING Clarion Realty Services LLC of America Services Holdings, Inc Clearstream International Luxemburg No No No Service Company Bank Brussel S.A. Lambert N.V. Clerdew Limited Australia No No No Insurance: General The Mercantile Mutual Life Insurance Co. Ltd. Closeburg B.V. Netherlands No No No Cash Company ING Prena B.V. Coastal Insurance Canada No No No Insurance broker Equisure Financial Services Ltd. Network, Inc. Cobram s.a. Belgium No No No Service Company Bank Brussel Lambert N.V. Codeland Ltd. United Kingdom No No No Lease ING Lease (UK) Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Cardona B.V. 100.00 Cards Management Cy S.A. 20.00 Carnegie Financial 100.00 Corporation Carnegie Securities 100.00 Corporation Cash Plan B.V. 100.00 Catoneria B.V. 100.00 Cavendish Nominees Limited 100.00 Cayman Islands Funds N.V. 100.00 CBL Thai Asset Management 25.00 Cedar Square Insurance and 92.20 Medicine Hat 7.80 Financial Centre Ltd. Insurance Inc. CEL Data Services S.A. 100.00 CenE Asset Management N.V. 100.00 CenE Bankiers Holding N.V. 100.00 CenE Bankiers Management 100.00 N.V. CenE Bankiers 100.00 Mezzaninefonds B.V. CenE Bankiers N.V. 100.00 CenE Verzekeringen B.V. 100.00 Centrum Banku Slaskiego 60.00 Sp z o.o. Centrum Elektronicznych 50.00 Uslug Platniczych "eService" S.A. Centrum Ontwikkeling 50.00 Broekpolder V.O.F. Cereus PLC 100.00 Cermanita B.V. 100.00 Chapdelaine Assurances 100.00 inc. Chapineria B.V. 100.00 Chapman Graham & 100.00 Associates Insurance Brokers Inc. Charles de Foucauld B.V. 100.00 Charterhouse Securities 100.00 Holdings Ltd. Charterhouse Securities 100.00 Ltd. Chevrier Laporte & 100.00 Associes inc. China Dynamic Investment 100.00 Management (Hong Kong) Limited Chipper Nederland V.O.F. - Chipper Services B.V. 100.00 CI European Limited 40.00 Ciabel S.A. 99.76 Cicania B.V. 100.00 CISL Aruba A.E.C. 99.00 ING Bank N.V. 1.00 City Aveinc Plc 100.00 City Six Inc. 50.00 Battleforce 50.00 Plc. Cityinc. 99.99 Shelhold Ltd. 0.01 Cityincorp. 99.99 Shelhold Ltd. 0.01 Clacri B.V. 100.00 Clarion Development 99.00 NNI Clarion 1.00 CDV, LLC Ventures, L.P. Clarion Partners, LLC 100.00 Clarion Realty 100.00 Services LLC Clearstream International 3.53 ING Bank N.V. 1.99 S.A. Clerdew Limited 100.00 Closeburg B.V. 100.00 Coastal Insurance 100.00 Services Ltd. Cobram s.a. 25.00 Codeland Ltd. 100.00
14
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Codepec S.A. S.A. 20002181 100.00 Paris Cofiton B.V. B.V. 20000019 100.00 Schenkkade 65 (PB 90463) 2509 LL Den Haag Coldstream B.V. B.V. 20001581 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Collen Pty Ltd Ltd. 10001519 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Colocar B.V. B.V. 20001454 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Colonsay B.V. B.V. 20001546 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Comatev B.V. B.V. 50000027 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Combdring B.V. B.V. 20000986 100.00 Bijlmerplein 888 1102 MG Amsterdam Combined Financial LLC 50000948 40.00 44 School Street, Suite MA 02108 Boston Services LLC 200 Compagnie Financiere de S.A. 10001378 40.00 Parijs Banville sa Comprehensive Financial Inc. 50000926 100.00 7325 Beaufort Springs VA 23225 Richmond (Va) Services, Inc. Drive Compulife Agency, Inc. Inc. 50000921 100.00 7325 Beaufort Springs VA 23225 Richmond (Va) Drive Compulife Insurance Agency Inc. 50001082 100.00 7325 Beaufort Springs VA 23225 Richmond (Va) of Massachusetts, Inc. Drive Compulife Investor Inc. 50000735 100.00 400 First South Street, MN 56301 St. Cloud (MN) Services Suite 300 Compulife, Inc. Inc. 50000920 100.00 7325 Beaufort Springs VA 23225 Richmond (Va) Drive Computer Centrum Twente B.V. 20000223 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Consolidated Insurance Inc. 10001396 100.00 Indianapolis Company Consortium Beursplein V.O.F. 10001361 79.78 Schenkkade 65 2595 AS Den Haag V.o.f. Control Management Limited Ltd. 20001370 100.00 St. Julians Avenue GY1 3DA St. Peter Port, Guernsey Convenio B.V. B.V. 10000206 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Cooling-Grumme-Mumford Inc. 10001397 100.00 Indianapolis Company, inc Copar B.V. B.V. 20001647 100.00 Herculesplein 5 3584 AA Utrecht Corinvest Limited Ltd. 20001406 100.00 Butterfield House, Fort P.O.Box 70 George Town, Grand Street Cayman Corniston B.V. B.V. 20001620 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Corporacion Financiera ING S.A. 20001190 99.98 7-06 Calle 73 Bogota (Colombia) S.A. Corpovea B.V. B.V. 20001210 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Cotranco B.V. B.V. 20001599 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Cotton Nominees Limited Ltd. 20001273 100.00 81F Three Exchange Square, Hong Kong Ctr CRA Real Estate Securities L.P. 100.00 259 N. Radnor Chester PA 19087 Radnor L.P. Road, Suite 205 Craig Hamilton Insurance Inc. 100.00 201-1320 Carling Avenue ON K1Z 7K8 Ottawa Brokers Inc. Cramer & Cie, Gerants des KG 50000267 38.74 fortunes Crecido B.V. B.V. 20001564 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Crediet Service Bank B.V. B.V. 20000398 100.00 James Wattstraat 79 1079 DL Amsterdam Credit Europeen Luxembourg S.A. 20002072 99.98 Route de Esch 52 2965 Luxembourg S.A. Credit Lease S.A. S.A. 20002182 99.99 Luxembourg Crescentes Prins B.V. B.V. 20001631 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Croesus Management BVBA BVBA 50000519 100.00 Antwerp Cruz Blanca EPS S.A. S.A. 95.00 Cruz Blanca Isapre S.A. S.A. 81.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Cumbras B.V. B.V. 20001204 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Cupula B.V. B.V. 20000481 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost CW Finance Ltd. Ltd. 20001130 100.00 CW House, 3 Bracknell RG 12 7BW Berkshire Beeches CW Finance N.V. N.V. 20000645 100.00 Ingberthoeveweg 6 B-2630 Aartselaar CW Lease Belgium nv N.V. 20000640 100.00 Ingberthoeveweg 6 B-2630 Aartselaar CW Lease Berlin GmbH GmbH 20001136 100.00 Storkower Strasse 139b D-10407 Berlin CW Lease Deutschland GmbH GmbH 20001134 100.00 In de Tarpen 50 D-22848 Norderstedt CW Lease France S.N.C. SNC 20001127 100.00 11, Rue Bailly 92522 Neuilly sur Seine Cedex CW Lease Luxembourg S.A. S.A. 20000841 100.00 8 Boulevard Joseph II L 1840 Luxemburg CW Lease Nederland B.V. B.V. 20000626 100.00 Pettelaarpark 80 5216 PP Den Bosch CW Lease UK Ltd. Ltd. 20000651 100.00 CW House Cookham RG12 1RR Berkshire Rd.,Bracknell - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Codepec S.A. France No No No Financial Services Banque Bruxelles Lambert France S.A. Cofiton B.V. Netherlands No No No Real Estate Management ING Bank N.V. Coldstream B.V. Netherlands No No No Cash Company ING Prena B.V. Collen Pty Ltd Australia No No No Dormant Company Pacific Mutual Australia Limited Colocar B.V. Netherlands No No No Cash Company ING Prena B.V. Colonsay B.V. Netherlands No No No Cash Company ING Prena B.V. Comatev B.V. Netherlands No No No Cash Company ING Prena B.V. Combdring B.V. Netherlands No No No Management Company ING Bank N.V. (general) Combined Financial United States No No No Insurance Agency Security Life of Denver Services LLC of America Insurance Company Compagnie Financiere de France No No No Real Estate: General B.V. Amiloh Banville sa Comprehensive Financial United States Yes No No Financial Services Investors Financial Services, Inc. of America Planning, Inc. Compulife Agency, Inc. United States No No No Insurance Agency Compulife, Inc. of America Compulife Insurance Agency United States No No No Insurance Agency Compulife, Inc. of Massachusetts, Inc. of America Compulife Investor United States Yes No No Stock Brokerage Investors Financial Services of America Planning, Inc. Compulife, Inc. United States No No No Holding PrimeVest Financial of America Services, Inc. Computer Centrum Twente Netherlands No No No Investment Company ING Bank N.V. B.V. Consolidated Insurance United States No No No Insurance: General Indiana Insurance Company of America Company Consortium Beursplein Netherlands No No No Real Estate Management ING Vastgoed Belegging V.o.f. B.V. Control Management Limited United Kingdom No No No Management Company Baring Trustees (general) (Guernsey) Limited Convenio B.V. Netherlands No No No Investment Company ING Groep N.V. Cooling-Grumme-Mumford United States No No No ING U.S. P&C Company, inc of America Corporation Copar B.V. Netherlands No No No Investment Company BV Algemene Beleggingsmaatschappij CenE Bankiers N.V. Corinvest Limited Caiman Islands Yes Stockbrokerage Barsec (International) Limited Corniston B.V. Netherlands No No No Cash Company ING Prena B.V. Corporacion Financiera ING Venezuela No No No General Bank ING Inversiones, Ltda. (Colombia) S.A. Corpovea B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Cotranco B.V. Netherlands No No No Cash Company ING Prena B.V. Cotton Nominees Limited Hong Kong No No No Trust Company Baring Brothers Limited CRA Real Estate Securities United States No No Yes Investment Advisor ING CRA Real Estate L.P. of America Securities Holdings, Inc Craig Hamilton Insurance Canada No No No Insurance broker Equisure Insurance Brokers Inc. Services Ltd. Cramer & Cie, Gerants des Switzerland No No No BHF-BANK (Schweiz) AG fortunes Crecido B.V. Netherlands No No No Cash Company ING Prena B.V. Crediet Service Bank B.V. Netherlands No No No Finance Company InterAdvies N.V. Credit Europeen Luxembourg Luxemburg Yes No No Stockbrokerage Bank Brussel S.A. Lambert N.V. Credit Lease S.A. Luxemburg No No No Lease CEL Data Services S.A. Crescentes Prins B.V. Netherlands No No No Cash Company ING Prena B.V. Croesus Management BVBA Belgium No No No Holding Algemene Beleggingsmaatschappij CenE Bankiers B.V. Cruz Blanca EPS S.A. Colombia No No No Prosana S.A. Cruz Blanca Isapre S.A. Chile No No No Aetna S.A. Cumbras B.V. Netherlands No No No Cash Company ING Prena B.V. Cupula B.V. Netherlands No No No Investment Company ING Bank N.V. CW Finance Ltd. United Kingdom No No No Lease CW Lease UK Ltd CW Finance N.V. Belgium No No No Lease CW Lease Nederland BV CW Lease Belgium nv Belgium No No No Lease ING Lease Holding N.V. CW Lease Berlin GmbH Germany No No No Lease CW Lease Deutschland GmbH CW Lease Deutschland GmbH Germany No No No Lease ING Lease Holding (Deutschland) GmbH CW Lease France S.N.C. France No No No Lease CW Lease Nederland BV CW Lease Luxembourg S.A. Luxemburg No No No Lease CW Lease Nederland BV CW Lease Nederland B.V. Netherlands No No No Lease ING Lease Holding N.V. CW Lease UK Ltd. United Kingdom No No No Lease ING Lease Holdings (UK) Limited - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Codepec S.A. 100.00 Cofiton B.V. 100.00 Coldstream B.V. 100.00 Collen Pty Ltd 100.00 Colocar B.V. 100.00 Colonsay B.V. 100.00 Comatev B.V. 100.00 Combdring B.V. 100.00 Combined Financial 40.00 Services LLC Compagnie Financiere de 40.00 Banville sa Comprehensive Financial 100.00 Services, Inc. Compulife Agency, Inc. 100.00 Compulife Insurance Agency 100.00 of Massachusetts, Inc. Compulife Investor 100.00 Services Compulife, Inc. 100.00 Computer Centrum Twente 100.00 B.V. Consolidated Insurance 100.00 Company Consortium Beursplein 79.78 V.o.f. Control Management Limited 100.00 Convenio B.V. 100.00 Cooling-Grumme-Mumford 100.00 Company, inc Copar B.V. 100.00 Corinvest Limited 100.00 Corniston B.V. 100.00 Corporacion Financiera ING 99.98 (Colombia) S.A. Corpovea B.V. 100.00 Cotranco B.V. 100.00 Cotton Nominees Limited 100.00 CRA Real Estate Securities 100.00 L.P. Craig Hamilton Insurance 100.00 Brokers Inc. Cramer & Cie, Gerants des 38.74 fortunes Crecido B.V. 100.00 Crediet Service Bank B.V. 100.00 Credit Europeen Luxembourg 99.98 S.A. Credit Lease S.A. 99.99 Crescentes Prins B.V. 100.00 Croesus Management BVBA 100.00 Cruz Blanca EPS S.A. 99.00 Cruz Blanca Isapre S.A. 81.00 Cumbras B.V. 100.00 Cupula B.V. 100.00 CW Finance Ltd. 100.00 CW Finance N.V. 100.00 CW Lease Belgium nv 100.00 CW Lease Berlin GmbH 100.00 CW Lease Deutschland GmbH 100.00 CW Lease France S.N.C. 100.00 CW Lease Luxembourg S.A. 100.00 CW Lease Nederland B.V. 100.00 CW Lease UK Ltd. 100.00
15
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ CW Rent Deutschland GmbH GmbH 20002369 100.00 In de Tarpen 50 22848 Norderstedt CyberLink Development, Inc. 50000361 100.00 5780 Powers Ferry Road NW GA 30327 Atlanta Inc. Czech Venture Partners S.R.O. 20001864 50.00 Zerotinova 1 70700 Ostrava s.r.o. Dabesse B.V. B.V. 50000028 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Datasegur S.R.L. P Ltd. 20001441 25.00 Guarani 1539 Montevideo Davidson Hughes Ltd. 50000886 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Developments Pty. Ltd. Daya Aetna (Malaysia) Berhad 50001023 100.00 18th Floor, Menara ING, 50200 Kuala Lumpur Sdn. Bhd. 84, Jalan Raja Chulan De Blauwe Invent '98 B.V. B.V. 20002365 100.00 Karspeldreef 14 1101 CK Amsterdam De Bossche Poort B.V. B.V. 10000642 100.00 Weena 505 3013 AL Rotterdam De Bueger Wiertz, B.V. 10001282 100.00 Julianalaan 105 4819 AC Breda Makelaars in Assurantien,Pensioenad- viseurs B.V. De Goudse N.V. N.V. 50000653 20.00 Stationsplein 3 2801 AK Gouda De Groninger Lederwaren B.V. 20001547 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Industrie B.V. De Jong Assurantien B.V. B.V. 10001301 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam De Nederlandse N.V. 10000057 16.95 Strawinskylaan 2631 1077 ZZ Amsterdam Luchtvaartpool N.V. De Springelberg B.V. B.V. 20001686 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost De Vaderlandsche N.V. N.V. 10001462 100.00 Desguinlei 92 2018 Antwerpen De Vaderlandsche Spaarbank N.V. 10000832 100.00 Frankrijklei 1 2000 Antwerpen N.V. De Verzekeringscentrale B.V. 10001359 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam B.V. Dealer Cash Plan B.V. B.V. 20001521 100.00 Visseringlaan 18 2288 ER Rijswijk Dealer Lease Service B.V. B.V. 20000642 100.00 Pettelaarpark 80 5201 DC Den Bosch Dekora Holding B.V. B.V. 20002032 100.00 Bijlmerplein 888 1102 MG Amsterdam Delfin Global Funds Plc. Plc. - Yes IFSC House, International 1 Dublin Financial Services Centre Delta Asset Management 100.00 333 South Grand Avenue, CA 90071 Los Angeles 14th floor Delta Nederland Beheer B.V. 20001778 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Den Hamer Beheer B.V. B.V. 20001616 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Den Hartog Verzekeringen B.V. 10001296 100.00 Prinsengracht 2 4233 EW Ameide B.V. Denival S.A. S.A. 20002073 100.00 16 Rue Hoche 92906 Paris Denne Poort B.V. B.V. 20001987 100.00 Mr Treublaan 7 1097 DP Amsterdam Depositary Company ING B.V. 20000050 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bank B.V. Desario B.V. B.V. 20001667 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Desarrollos Asuranex, S.A. S.A. 20002006 99.98 Caracas Deska LII B.V. B.V. 10000210 100.00 Schenkkade 65 2595 AS Den Haag Desnivel B.V. B.V. 40000180 100.00 Drentestraat 24 1083 HK Amsterdam Destara B.V. B.V. 20000360 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Deutsche Hypo B.V. GmbH 35.82 Georgsplatz 8 30159 Hannover Deutsche Hypo Consulting GmbH 69.70 Georgsplatz 8 30159 Hannover GmbH Deutsche Hypo Immobilien GmbH 56.09 Georgsplatz 8 30159 Hannover GmbH Deutsche Hypo Limited AG 80.12 Georgsplatz 8 30159 Hannover Deutsche Hypothekenbank AG 50000513 82.53 Georgsplatz 8 30159 Hannover (Aktien-Gesellschaft) Deventer Poort B.V. B.V. 50000109 100.00 Mr Treublaan 7 1097 DP Amsterdam Dexter Elysee S.A. AG 50000518 45.06 4, place Vendome 75001 Paris Diagonac B.V. B.V. 20001096 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Diamond Lease N.V. 20001675 55.00 Industriepark E 19 B-2800 Mechelen Dianthus Limited Ltd. 20001415 100.00 60 London Wall Ec2M 5TQ London Dieverse Poort B.V. B.V. 50000110 100.00 Mr Treublaan 7 1097 DP Amsterdam Difaval s.a. S.A. 20002183 100.00 Paris Dinafore Pty Ltd. Ltd. 10001415 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Dinan Insurance Brokers Ltd. 50.00 308 Cedar Street East ON P3B 1M7 Sudbury And Financial Services Ltd. Dinkelse Poort B.V. B.V. 50000111 100.00 Mr Treublaan 7 1097 DP Amsterdam Direct Line Assistance Cy S.A. 20002231 100.00 Seraing - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ CW Rent Deutschland GmbH Germany No No No Car rental CW Lease Deutschland GmbH CyberLink Development, United States No No No ING America Insurance Inc. of America Holdings, Inc. Czech Venture Partners Czech Republic No No No Management Company BPEP Holdings Limited s.r.o. (general) Dabesse B.V. Netherlands No No No Cash Company ING Prena B.V. Datasegur S.R.L. Uruguay No No No Special Purpose Vehicle Middenbank Curacao N.V. Davidson Hughes Australia No No No Real Estate: General ING Management Limited Developments Pty. Ltd. Daya Aetna (Malaysia) Malaysia No No No Holding Aetna International Sdn. Bhd. Holdings (Hong Kong) II Limited De Blauwe Invent '98 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. De Bossche Poort B.V. Netherlands No No No Finance Company Nationale-Nederlanden Levensverzekering Maatschappij N.V. De Bueger Wiertz, Netherlands No No No Insurance broker Belhaska XI B.V. Makelaars in Assurantien,Pensioenad- viseurs B.V. De Goudse N.V. Netherlands No No No Insurance: General B.V. Algemene Beleggingsmaatschappij Kievietsdaal De Groninger Lederwaren Netherlands No No No Cash Company ING Prena B.V. Industrie B.V. De Jong Assurantien B.V. Netherlands No No No Insurance broker B.V. Algemene Beleggingsmaatschappij Reigerdaal De Nederlandse Netherlands No No No Reinsurance ING Verzekeringen N.V. Luchtvaartpool N.V. De Springelberg B.V. Netherlands No No No Venture Capital MKB Investments BV De Vaderlandsche N.V. Belgium No No No Insurance: General ING Continental Europe Holdings B.V. De Vaderlandsche Spaarbank Belgium No No No Insurance: General Nationale Omnium N.V. N.V. De Verzekeringscentrale Netherlands No No No Insurance: General Belhaska XI B.V. B.V. Dealer Cash Plan B.V. Netherlands No No No Finance Company B.V. Financieringsmaat- schappij VOLA Dealer Lease Service B.V. Netherlands No No No Lease CW Lease Nederland BV Dekora Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Delfin Global Funds Plc. Ireland No No No Investment Fund ? Delta Asset Management United States No No No Asset Management Furman Selz Capital of America Management LLC Delta Nederland Beheer Netherlands No No No Cash Company ING Prena B.V. B.V. Den Hamer Beheer B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Den Hartog Verzekeringen Netherlands No No No Insurance broker Belhaska XI B.V. B.V. Denival S.A. France No No No Real Estate Exploitation Bank Brussel Lambert N.V. Denne Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Depositary Company ING Netherlands No No No Custody ING Bank N.V. Bank B.V. Desario B.V. Netherlands No No No Cash Company ING Prena B.V. Desarrollos Asuranex, S.A. Venezuela No No No Real Estate Exploitation ING Bank N.V. Deska LII B.V. Netherlands No No No Real Estate Management Nationale-Nederlanden Holdinvest B.V. Desnivel B.V. Netherlands No No No Trust Company Nubahold B.V. Destara B.V. Netherlands No No No Financial Services ING Bank N.V. Deutsche Hypo B.V. Germany No No No Mortgage Bank Deutsche Hypothekenbank (Actien-Gesellschaft) Deutsche Hypo Consulting Germany No No No Mortgage Bank Deutsche Hypothekenbank GmbH (Actien-Gesellschaft) Deutsche Hypo Immobilien Germany No No No Mortgage Bank Deutsche Hypothekenbank GmbH (Actien-Gesellschaft) Deutsche Hypo Limited Germany No No No Mortgage Bank Deutsche Hypothekenbank (Actien-Gesellschaft) Deutsche Hypothekenbank Germany No No No Mortgage Bank BHF-BANK AG (Aktien-Gesellschaft) Deventer Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Dexter Elysee S.A. France No No No Lease Financiere Atlas S.A. Diagonac B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Diamond Lease Belgium No No No Lease Runoto Belgium N.V. Dianthus Limited United Kingdom No No No Trust Company INGB Securities Client Services Limited Dieverse Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Difaval s.a. France No No No Financial Services Banque Bruxelles Lambert France S.A. Dinafore Pty Ltd. Australia No No No Real Estate: General ING Australia Holdings Ltd. Dinan Insurance Brokers Canada No No No Insurance broker Equisure Insurance And Financial Services Services Ltd. Ltd. Dinkelse Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Direct Line Assistance Cy Belgium No No No Financial Services SEFB Banque de Epargne sc., - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ CW Rent Deutschland GmbH 100.00 CyberLink Development, 100.00 Inc. Czech Venture Partners 50.00 s.r.o. Dabesse B.V. 100.00 Datasegur S.R.L. 25.00 Davidson Hughes 100.00 Developments Pty. Ltd. Daya Aetna (Malaysia) 90.85 ING Insurance 9.15 Sdn. Bhd. International B.V. De Blauwe Invent '98 B.V. 100.00 De Bossche Poort B.V. 100.00 De Bueger Wiertz, 100.00 Makelaars in Assurantien,Pensioenad- viseurs B.V. De Goudse N.V. 20.00 De Groninger Lederwaren 100.00 Industrie B.V. De Jong Assurantien B.V. 100.00 De Nederlandse 16.95 Luchtvaartpool N.V. De Springelberg B.V. 100.00 De Vaderlandsche N.V. 100.00 De Vaderlandsche Spaarbank 100.00 N.V. De Verzekeringscentrale 100.00 B.V. Dealer Cash Plan B.V. 100.00 Dealer Lease Service B.V. 100.00 Dekora Holding B.V. 100.00 Delfin Global Funds Plc. - Delta Asset Management 100.00 Delta Nederland Beheer 100.00 B.V. Den Hamer Beheer B.V. 100.00 Den Hartog Verzekeringen 100.00 B.V. Denival S.A. 100.00 Denne Poort B.V. 100.00 Depositary Company ING 100.00 Bank B.V. Desario B.V. 100.00 Desarrollos Asuranex, S.A. 99.98 Deska LII B.V. 100.00 Desnivel B.V. 100.00 Destara B.V. 100.00 Deutsche Hypo B.V. 35.82 Deutsche Hypo Consulting 34.85 Deutsche Hypo 34.85 GmbH Immobilien GmbH Deutsche Hypo Immobilien 56.09 GmbH Deutsche Hypo Limited 80.12 Deutsche Hypothekenbank 80.12 (Aktien-Gesellschaft) Deventer Poort B.V. 100.00 Dexter Elysee S.A. 45.06 Diagonac B.V. 100.00 Diamond Lease 55.00 Dianthus Limited 100.00 Dieverse Poort B.V. 100.00 Difaval s.a. 100.00 Dinafore Pty Ltd. 100.00 Dinan Insurance Brokers 50.00 And Financial Services Ltd. Dinkelse Poort B.V. 100.00 Direct Line Assistance Cy 100.00
16
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Directed Services, Inc. Inc. 50000173 100.00 1475 Dunwoody Drive PA 19380 West Chester Diversified Settlements, Inc. 10001402 100.00 Keene inc. Doetichem Immobilia B.V. N.V. 20001931 100.00 Mr. Treublaan 7 1097 DP Amsterdam Doetinchem Immobilia B.V. B.V. 50000295 100.00 Mr. Treublaan 7 1097 DP Amsterdam D-Office Amsterdam B.V. B.V. 50000420 100.00 Arena Boulevard 83 / 95 1101 DM Amsterdam Zuidoost D-Office Baarn B.V. B.V. 50000421 100.00 Baarnsche Dijk 8 3741 RL Baarn D-Office Bodegraven B.V. B.V. 50000422 100.00 Tolnasingel 6 -16 2411 PV Bodegraven D-Office Holding B.V. B.V. 50000419 100.00 Arena Boulevard 83 / 95 1101 DM Amsterdam Zuidoost DOM Maklerski BSK S.A. S.A. 20001723 100.00 Sokolska 34 40-086 Katowice Dommelse Poort B.V. B.V. 20001954 100.00 Amsterdam Doyle Administration Ltd. 20001371 100.00 St. Julians Avenue GY1 3DA St. Peter Port, Limited Guernsey DPG Deutsche GmbH 50000269 9.71 Performancemessungs- Gesellschaft fur Wertpapierportfolios m Dr. de Grood Beheer B.V. B.V. 20001481 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Drechtse Poort B.V. B.V. 50000296 100.00 Mr. Treublaan 7 1097 DP Amsterdam Dropny B.V. B.V. 20001410 100.00 Hoekenrode 6-8 1000 BL Amsterdam Dubbeld Assurantien en B.V. 10001278 100.00 Lievevrouwestraat 5 4511 JL Bergen op Zoom Financieringen B.V. Dunedin Mortgage Company Ltd. 10000855 100.00 Edinburg Ltd. Dunedin Property Ltd. 10001385 100.00 Edinburg Development Company Ltd. Dunedin Property Ltd. 10001384 100.00 Edinburg Investments Company Ltd. Dunedin Property Ltd. 10001387 100.00 Edinburg Management Services Ltd. Dunedin Property Retail Ltd. 10001386 100.00 Edinburg Company Ltd. Eaglebridge N.V. B.V. 50000029 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost EAMC Liquidation Corp. Corp. 50000373 100.00 7337 East Doubletree Ranch AZ 58258-2034 Scottsdale Road East Europe Frontiers Plc. - Yes IFSC House, International 1 Dublin Fund Plc. Financial Services Centre Ecomm s.a. S.A. 20002184 96.75 Paris Edison Holding Sneek B.V. B.V. 50000030 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Edscha AG A.G. 69.23 Yes Hohenhagener Strasse 26-28 D-52855 Remscheid Edson Holdings Pty Ltd Ltd. 50000907 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Eems Poort B.V. B.V. 50000112 100.00 Mr Treublaan 7 1097 DP Amsterdam Effectenbewaarbedrijf N.V. 20000065 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost ING Bank N.V. efni CONNECT Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Eike Poort B.V. B.V. 20001988 100.00 Mr Treublaan 7 1097 DP Amsterdam Embee Holding B.V. B.V. 20001549 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost EMG Computer Leasing S.A. S.A. 50000675 74.99 Avenue de Cortenbergh 71 1000 Bruxelles EMG Luxemburg S.A. S.A. 50000676 74.99 Avenue Marnix 24 1000 Bruxelles EMG S.A. S.A. 20002213 74.99 Avenue de Cortenbergh 71 1000 Bruxelles Emprendimiento Recoleta S.A. 20000736 5.00 2501 Av. Pueyrredon Buenos Aires S.A. (ERSA) EMSL Management Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Services Ltd. Enkhuizer Poort B.V. B.V. 50000113 100.00 Mr Treublaan 7 1097 DP Amsterdam Entero B.V. B.V. 20000770 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Entorno B.V. B.V. 20001623 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Envios B.V. B.V. 20001490 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost EpCorp Limited Ltd. 20001408 100.00 Butterfield House, P.O.Box George Tow Grand Cayman 705 Equi-Select Series Trust 100.00 Equisure Financial Ltd. 100.00 535 Albert Street NS B0N 2T0 Windsor Management Limited Equisure Financial Inc. 100.00 590 Graham Drive ON P1B 7S1 North Bay Network, Inc. Equisure Financial Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Services Ltd. Equisure Insurance Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Services Ltd. Equisure Mortgage Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Services Ltd. Equisure Securities Ltd. Ltd. 100.00 141 Adelaide Street West, ON M5H 3L5 Toronto suite 850 - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Directed Services, Inc. United States Yes No Yes Stock Brokerage Equitable of Iowa of America Companies, Inc. Diversified Settlements, United States No No No ING U.S. P&C inc. of America Corporation Doetichem Immobilia B.V. Netherlands No No No Hypotheek/Mortgage bank Westland/Utrecht Leasing B.V. Doetinchem Immobilia B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. D-Office Amsterdam B.V. Netherlands No No No Real Estate Exploitation D-Office Holding B.V. D-Office Baarn B.V. Netherlands No No No Real Estate Exploitation D-Office Holding B.V. D-Office Bodegraven B.V. Netherlands No No No Real Estate Exploitation D-Office Holding B.V. D-Office Holding B.V. Netherlands No No No Real Estate Holding ING Vastgoed Ontwikkeling B.V. DOM Maklerski BSK S.A. Poland Yes Yes No Stockbrokerage Bank Slaski S.A. w Katowicach Dommelse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Doyle Administration United Kingdom No No No Management Company Baring Trustees Limited (general) (Guernsey) Limited DPG Deutsche Germany No No No Management Company BHF-BANK AG Performancemessungs- (general) Gesellschaft fur Wertpapierportfolios m Dr. de Grood Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Drechtse Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Dropny B.V. Netherlands No No No Finance Company Galax Limited Dubbeld Assurantien en Netherlands No No No Insurance broker Belhaska XI B.V. Financieringen B.V. Dunedin Mortgage Company United Kingdom No No No Mortgage Bank Nationale-Nederlanden Ltd. (UK) Ltd. Dunedin Property United Kingdom No No No Real Estate Development Nationale-Nederlanden Development Company Ltd. (UK) Ltd. Dunedin Property United Kingdom No No No Real Estate Development Nationale-Nederlanden Investments Company Ltd. (UK) Ltd. Dunedin Property United Kingdom No No No Real Estate Management Nationale-Nederlanden Management Services Ltd. (UK) Ltd. Dunedin Property Retail United Kingdom No No No Real Estate Management Nationale-Nederlanden Company Ltd. (UK) Ltd. Eaglebridge N.V. Netherlands No No No Cash Company ING Prena B.V. EAMC Liquidation Corp. United States No No No Management Company ING Pilgrim Financial of America (general) Corporation East Europe Frontiers Ireland No No No Investment Fund ? Fund Plc. Ecomm s.a. France No No No Financial Services Banque Bruxelles Lambert France S.A. Edison Holding Sneek B.V. Netherlands No No No Holding ING Groep N.V. Edscha AG Germany No No No Production of car Parcom Ventures materials Edson Holdings Pty Ltd Australia No No No Insurance Agency Austbrokers Holdings Ltd. Eems Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Effectenbewaarbedrijf Netherlands No No No Custody ING Bank N.V. ING Bank N.V. efni CONNECT Ltd. Canada No No No Internet Service Provider Equisure Financial Network, Inc. Eike Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Embee Holding B.V. Netherlands No No No Cash Company ING Prena B.V. EMG Computer Leasing S.A. Belgium No No No Lease EMG S.A. EMG Luxemburg S.A. Belgium No No No Holding EMG S.A. EMG S.A. Belgium No No No Financial Services Locabel s.a. Emprendimiento Recoleta Argentina No No No Real Estate Management Buenos Aires Equity S.A. (ERSA) Investments N.V. EMSL Management Canada No No No Inactive Equisure Financial Services Ltd. Network, Inc. Enkhuizer Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Entero B.V. Netherlands No No No Investment Company ING Bank Corporate Investments B.V. Entorno B.V. Netherlands No No No Cash Company ING Prena B.V. Envios B.V. Netherlands No No No Cash Company ING Prena B.V. EpCorp Limited Caiman Islands Yes F&O Brokerage Barsec (International) Limited Equi-Select Series Trust United States No No No Equitable Life of America Insurance Company of Iowa Equisure Financial Canada No No No Holding Equisure Financial Management Limited Network, Inc. Equisure Financial Canada Yes Brokerage 1440915 Ontario Inc Network, Inc. Equisure Financial Canada Financing Equisure Financial Services Ltd. Network, Inc. Equisure Insurance Canada Insurance broker Equisure Financial Services Ltd. Network, Inc. Equisure Mortgage Canada Inactive Equisure Financial Services Ltd. Network, Inc. Equisure Securities Ltd. Canada Yes No Yes Brokerage Equisure Financial Network, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Directed Services, Inc. 100.00 Diversified Settlements, 100.00 inc. Doetichem Immobilia B.V. 100.00 Doetinchem Immobilia B.V. 100.00 D-Office Amsterdam B.V. 100.00 D-Office Baarn B.V. 100.00 D-Office Bodegraven B.V. 100.00 D-Office Holding B.V. 50.00 ING Vastgoed 50.00 Fondsbelegging B.V. DOM Maklerski BSK S.A. 100.00 Dommelse Poort B.V. 100.00 Doyle Administration 50.00 Guernsey 50.00 Limited International Fund Managers Limited DPG Deutsche 9.71 Performancemessungs- Gesellschaft fur Wertpapierportfolios m Dr. de Grood Beheer B.V. 100.00 Drechtse Poort B.V. 100.00 Dropny B.V. 100.00 Dubbeld Assurantien en 100.00 Financieringen B.V. Dunedin Mortgage Company 100.00 Ltd. Dunedin Property 100.00 Development Company Ltd. Dunedin Property 100.00 Investments Company Ltd. Dunedin Property 100.00 Management Services Ltd. Dunedin Property Retail 100.00 Company Ltd. Eaglebridge N.V. 100.00 EAMC Liquidation Corp. 100.00 East Europe Frontiers Fund Plc. Ecomm s.a. 96.75 Edison Holding Sneek B.V. 100.00 Edscha AG 69.23 Edson Holdings Pty Ltd 100.00 Eems Poort B.V. 100.00 Effectenbewaarbedrijf 100.00 ING Bank N.V. efni CONNECT Ltd. 100.00 Eike Poort B.V. 100.00 Embee Holding B.V. 100.00 EMG Computer Leasing S.A. 74.99 EMG Luxemburg S.A. 74.99 EMG S.A. 74.99 Emprendimiento Recoleta 5.00 S.A. (ERSA) EMSL Management 100.00 Services Ltd. Enkhuizer Poort B.V. 100.00 Entero B.V. 100.00 Entorno B.V. 100.00 Envios B.V. 100.00 EpCorp Limited 100.00 Equi-Select Series Trust 100.00 Equisure Financial 100.00 Management Limited Equisure Financial 100.00 Network, Inc. Equisure Financial 100.00 Services Ltd. Equisure Insurance 100.00 Services Ltd. Equisure Mortgage 100.00 Services Ltd. Equisure Securities Ltd. 100.00
17
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Equisure Trust Company Inc. 100.00 535 Albert Street NS B0N 2T0 Windsor Equitable Life Insurance 50000175 100.00 909 Locust Street IO 50309 Des Moines Company of Iowa Equitable of Iowa Inc. 10000839 100.00 Locust Street 909 IO 50309 Des Moines Companies Equitable of Iowa 50000950 100.00 909 Locust Street IO 50309 Des Moines Companies Capital Trust Equitable of Iowa 50000949 100.00 909 Locust Street IO 50309 Des Moines Companies Capital Trust II Equity Finance S.A. AG 20002616 10.78 Eranthis Limited Ltd. 20001416 100.00 60 London Wall EC2M 5TQ London Erinboa Pty Limited Ltd. 10001492 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Escensum Europa B.V. B.V. 50000031 100.00 Drentestraat 24 1083 HK Amsterdam Escorca B.V. B.V. 20002010 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost ESD Managers Limited Ltd. 20001862 30.00 Barfield House, St.Julians St. Peter Guernsey Av. Esse Poort B.V. B.V. 20001989 100.00 Mr Treublaan 7 1097 DP Amsterdam Esvice B.V. B.V. 20001781 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Eula Bank S.A. 20002133 5.75 Bruxelles Euro Re s.a. S.A. 20002214 100.00 Luxembourg Euro Travellers Cheque S.A. 20002106 20.00 Chaussee de Tervueren 198 1410 Waterloo Belgium s.c. A Euromoney Institutional Plc. - Yes Nextor House Playhouse EC4V 5EX London Investor Plc. Yard Europay Belgium S.C. S.C. 20000864 17.50 148 Chaussee de Charleroi 1060 Brussel European and Asian Fund S.A. 20001349 100.00 2 Boulevard Royal L-2953 Luxemburg Management S.A. European Overseas Issuing Corp. 20002185 99.96 Luxembourg Corp. Eurosim S.P.A. SPA 50000650 43.00 Via Turati 40 20121 Milano Euroventures Benelux S.A. 20002134 9.93 Julianaplein ,10 5211 Hertogenbosch Euroventures Benelux B.V. B.V. 50000720 99.97 De Meijerij, Vestdijk 43 5611 CA Eindhoven Euroventures Benelux S.A. 20002135 8.35 Julianaplein ,10 5211 Hertogenbosch Seed Fund Evangeline Real Estate Ltd. 100.00 535 Albert Street NS B0N 2T0 Windsor Services Limited Evangeline Securities Ltd. 100.00 535 Albert Street NS B0N 2T0 Windsor Limited Ex Aquarius ? 40000032 - Schenkkade 65 2595 AS Den Haag Excelsior Insurance Inc. 10001393 100.00 Keene Company Expertise B.V. B.V. 50000481 50.00 Strawinskylaan 2631 1077 ZZ Amsterdam Exploitatie en B.V. 20001473 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij Alja Eindhoven B.V. Exploitatiemaatschappij V.O.F. 10001451 - Den Haag Hotel Kurhaus v.o.f. Exporterra GmbH GmbH 50000916 100.00 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 Express America T.C. Corp Corp. 50000176 100.00 7337 East Doubletree Ranch AZ 58258-2034 Scottsdale Road Extinto Belegging B.V. B.V. 40000086 40.00 Schenkkade 65 2595 AS Den Haag Extra Clearing B.V. B.V. 20000280 100.00 Rokin Plaza, 1012 NW Amsterdam Papenbroekssteeg 2 Extra Clearing GmbH GmbH 20000826 100.00 Dusseldorf F.R. Hoffschlag B.V. 20001598 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingen B.V. F.S.M.G. Borghans B.V. 20002024 100.00 Bijlmerplein 888 1102 MG Amsterdam Pensioen B.V. Fakkel en De Louw B.V. B.V. 10001286 100.00 Hondsruglaan 91 5602 JA Eindhoven Falcon Investment Plc. - Yes IFSC House, International 1 Dublin Company Plc. Financial Services Centre Falcon Market Fund Plc. Plc. - Yes IFSC House, International 1 Dublin Financial Services Centre Familiale investerings B.V. 20001759 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Maatschappij F.I.M. Farlita B.V. B.V. 20001477 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fatum Schadeverzekering N.V. 10000895 19.50 Paramaribo N.V. Favilan B.V. B.V. 20001574 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Felix Tigris B.V. B.V. 20002341 100.00 Runnenburg 30 3981 AZ Bunnik Fermont Assurantien B.V. B.V. 10001287 100.00 Leeuwenlaan 38 4532 AG Terneuzen Ferri Lux. s.a. S.A. 20002232 95.00 Luxembourg Ferri-Adalingue s.a. S.A. 20002186 99.96 53 Rue Vivienne 75002 Paris Fidele Management B.V. B.V. 20001038 100.00 Herculesplein 5 3584 AA Utrecht - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Equisure Trust Company Canada No No No Trust Company Equisure Financial Management Limited Equitable Life Insurance United States No No No Life Insurance Equitable of Iowa Company of Iowa of America Companies, Inc. Equitable of Iowa United States No No No Holding ING Insurance Companies of America International B.V. Equitable of Iowa United States No No No Trust Company Equitable of Iowa Companies Capital Trust of America Companies, Inc. Equitable of Iowa United States No No No Trust Company Equitable of Iowa Companies Capital Trust II of America Companies, Inc. Equity Finance S.A. France No No No Industrie-Beteiligungs- Gesellschaft mbH Eranthis Limited United Kingdom No No No Equity Management INGB Securities Client Services Limited Erinboa Pty Limited Australia No No No Dormant The Mercantile Mutual Life Insurance Co. Ltd. Escensum Europa B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Escorca B.V. Netherlands No No No Cash Company ING Prena B.V. ESD Managers Limited United Kingdom No No No Holding BPEP Participations Limited Esse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Esvice B.V. Netherlands No No No Cash Company ING Prena B.V. Eula Bank Belgium No No No Service Company Bank Brussel Lambert N.V. Euro Re s.a. Luxemburg No No No Financial Services CEL Data Services S.A. Euro Travellers Cheque Belgium No No No Creditcard Company Bank Brussel Belgium s.c. Lambert N.V. Euromoney Institutional United Kingdom No No No Investment Fund ? Investor Plc. Europay Belgium S.C. Belgium No No No Payment Services Bank Brussel Lambert N.V. European and Asian Fund Luxemburg No No Investment Services Baring International Management S.A. Investment Management Limited European Overseas Issuing Luxemburg No No No Financial Services Bank Brussel Corp. Lambert N.V. Eurosim S.P.A. Italy No No No Service Company Bank Brussel Lambert N.V. Euroventures Benelux Netherlands No No No Service Company Bank Brussel Lambert N.V. Euroventures Benelux B.V. Netherlands No No No Miscellaneous Bank Brussel Lambert N.V. Euroventures Benelux Netherlands No No No Service Company Bank Brussel Seed Fund Lambert N.V. Evangeline Real Estate Canada No No Real Estate Broker Equisure Financial Services Limited Management Limited Evangeline Securities Canada Yes Yes Mutual Funds Dealer Equisure Financial Limited Management Limited Ex Aquarius Netherlands No No No Real Estate: General ? Excelsior Insurance United States No No No Insurance: General ING U.S. P&C Company of America Corporation Expertise B.V. Netherlands No No No Service Company ING Support Holding B.V. Exploitatie en Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij Alja Eindhoven B.V. Exploitatiemaatschappij Netherlands No No No Real Estate Management Hotel Kurhaus v.o.f. Exporterra GmbH Germany No No No Financial Services BHF-BANK AG Express America T.C. Corp United States No No No Service Company ING Pilgrim Financial of America Corporation Extinto Belegging B.V. Netherlands No No No Finance Company Winkelfonds Nederland Holding Projectvennootschappen B.V. Extra Clearing B.V. Netherlands Yes Yes No Clearing Institute ING Bank N.V. Extra Clearing GmbH Germany Yes Yes No Clearing Institute Extra Clearing B.V. F.R. Hoffschlag Netherlands No No No Cash Company ING Prena B.V. Beleggingen B.V. F.S.M.G. Borghans Netherlands No No No Cash Company ING Prena B.V. Pensioen B.V. Fakkel en De Louw B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Falcon Investment Ireland No No No Investment Fund ? Company Plc. Falcon Market Fund Plc. Ireland No No No Investment Fund ? Familiale investerings Netherlands No No No Cash Company ING Prena B.V. Maatschappij F.I.M. Farlita B.V. Netherlands No No No Cash Company ING Prena B.V. Fatum Schadeverzekering Surinam No No No Insurance: General ING Insurance N.V. International B.V. Favilan B.V. Netherlands No No No Cash Company ING Prena B.V. Felix Tigris B.V. Netherlands No No No Financial Services NMB-Heller Holding N.V. Fermont Assurantien B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Ferri Lux. s.a. Luxemburg Yes No No Stockbrokerage Banque Bruxelles Lambert France S.A. Ferri-Adalingue s.a. France Yes Stockbrokerage Ferri S.A. Fidele Management B.V. Netherlands No No No Investment Company BV Algemene Beleggingsmaatschappij CenE Bankiers N.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Equisure Trust Company 100.00 Equitable Life Insurance 100.00 Company of Iowa Equitable of Iowa 100.00 Companies Equitable of Iowa 100.00 Companies Capital Trust Equitable of Iowa 100.00 Companies Capital Trust II Equity Finance S.A. 10.78 Eranthis Limited 100.00 Erinboa Pty Limited 100.00 Escensum Europa B.V. 100.00 Escorca B.V. 100.00 ESD Managers Limited 30.00 Esse Poort B.V. 100.00 Esvice B.V. 100.00 Eula Bank 5.75 Euro Re s.a. 100.00 Euro Travellers Cheque 20.00 Belgium s.c. Euromoney Institutional - Investor Plc. Europay Belgium S.C. 17.29 ING Bank 0.21 (Belgium) N.V./S.A. European and Asian Fund 100.00 Management S.A. European Overseas Issuing 99.96 Corp. Eurosim S.P.A. 43.00 Euroventures Benelux 9.93 Euroventures Benelux B.V. 99.97 Euroventures Benelux 8.35 Seed Fund Evangeline Real Estate 100.00 Services Limited Evangeline Securities 100.00 Limited Ex Aquarius - Excelsior Insurance 100.00 Company Expertise B.V. Exploitatie en 100.00 Beleggingsmaatschappij Alja Eindhoven B.V. Exploitatiemaatschappij - Hotel Kurhaus v.o.f. Exporterra GmbH 100.00 Express America T.C. Corp 100.00 Extinto Belegging B.V. 40.00 Extra Clearing B.V. 100.00 Extra Clearing GmbH 100.00 F.R. Hoffschlag 100.00 Beleggingen B.V. F.S.M.G. Borghans 100.00 Pensioen B.V. Fakkel en De Louw B.V. 100.00 Falcon Investment - Company Plc. Falcon Market Fund Plc. - Familiale investerings 100.00 Maatschappij F.I.M. Farlita B.V. 100.00 Fatum Schadeverzekering 19.50 N.V. Favilan B.V. 100.00 Felix Tigris B.V. 100.00 Fermont Assurantien B.V. 100.00 Ferri Lux. s.a. 95.00 Ferri-Adalingue s.a. 99.96 Fidele Management B.V. 100.00
18
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Fidencia B.V. B.V. 10000207 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Fiducre sa S.A. 10000834 100.00 24 Avenue Marnix 1000 Brussel Filantropiko B.V. B.V. 50000554 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fimbrios B.V. B.V. 40000066 - Schenkkade 65 2595 AS Den Haag FINAM Krediet B.V. B.V. 20001518 100.00 Marter Meesweg 107 3068 AV Rotterdam Financial Facilities B.V. 20000318 100.00 Prinses Irenestraat 61 1077 WV Amsterdam Management B.V. Financial Facts Pty. Ltd. Ltd. 50000890 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Financial Network Corp. 50000450 100.00 2780 Skypark Drive, Suite CA 90505 Torrance, Ca. Investment Corporation 300 Financial Network Corp. 50000449 100.00 2780 Skypark Drive, Suite CA 90505 Torrance, Ca. Investment Corporation of 300 Hawaii Financial Network Inc. 50000448 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Investment Corporation of 300 Hilo, Inc. Financial Network Inc. 50000447 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Investment Corporation of 300 Honolulu, Inc. Financial Network Inc. 50000446 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Investment Corporation of 300 Kauai, Inc. Financial Network Inc. 50000445 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Investment Corporation of 300 Puerto Rico, Inc. Financial Northeastern Corp. 50000178 100.00 100 Passaic Avenue, First NJ 07004 Fairfield Corp. Floor South Financial Northeastern Inc. 50000179 100.00 100 Passaic Avenue, First NJ 07004 Fairfield Securities, Inc. Floor South Financial Planning Hotline Ltd. 10001500 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Limited Financiere Atlas S.A. S.A. 50000281 92.92 4, place Vendome 75001 Paris Financierings Data B.V. 10001358 22.00 Strawinskylaan 2631 1077 ZZ Amsterdam Netwerk B.V. Finanziaria ICCRI-BBL SPA 20002089 50.00 Via Turati 40 20121 Milano s.p.a. Finatlas Gestion S.A. AG 50000516 92.76 4, place Vendome 75001 Paris Finemij B.V. B.V. 20000087 100.00 Bijlmerplein 888 1102 MG Amsterdam FINPLUS Sp.Z.o.o. Sp.Z.o.o 50.00 Plac Trzech Krzyzy 10/14 00-499 Warsawa Finport B.V. B.V. 50000713 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Finsura Financial Services Ltd. 50000893 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty. Limited Finsura Insurance Broking Ltd. 50000895 100.00 Level 13, 347 Kent Street NSW 2000 Sydney (Australia) Pty. Ltd. Finsura Insurance Ltd. 50000894 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Management Services Pty. Limited First Columbine Life Inc. 50000297 100.00 1290 Broadway CO 80203 Denver (Col.) Insurance Company First Golden American Life Inc. 50000180 100.00 230 Park Avenue, Suite 966 NY 10169 New York Insurance Company of New York First Secured Mortgage Corp. 10001391 100.00 1290 Broadway CO 80203 Denver (Col.) Deposit Corp. Fiseco N.V. N.V. 20001484 100.00 Kaya W.F.G. Mensing 14 Curacao Flevo Poort B.V. B.V. 50000114 100.00 Mr Treublaan 7 1097 DP Amsterdam Flexibel Beheer B.V. 20000916 100.00 Utrecht Utrecht B.V. Florinth Financiele B.V. 10001354 100.00 Kanaal Westzijde 2 7936 TL Tienderveen Planning Consultancy B.V. FN Insurance Agency of Inc. 50000444 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Kansas, Inc. 300 FN Insurance Agency of Inc. 50000443 100.00 3858 Carson Street, Suite CA 90503 Torrance Massachusetts, Inc. 300 FN Insurance Agency of Inc. 50000442 100.00 2780 Skypark Drive, Suite CA 90505 Torrance New Jersey, Inc. 300 FN Insurance Agency of Inc. 50000441 100.00 815 Superior Avenue NE OH 44114 Cleveland Ohio, Inc. 1) FN Insurance Services Inc. 50000440 100.00 2780 Skypark Drive, Suite CA 90505 Torrance HI, Inc. 300 FN Insurance Services of Inc. 50000439 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Alabama, Inc. 300 FN Insurance Services of Inc. 50000438 100.00 2780 Skypark Drive, Suite CA 90505 Torrance Nevada, Inc. 300 FN Insurance Services of Inc. 50000437 100.00 7557 Rambler Road, Suite TX 75231 Dallas Texas, Inc. 1) 450 FN Insurance Services, Inc Inc. 50000436 100.00 3858 Carson Street, Suite CA 90503 Torrance 300 FNC Insurance Inc. 50000177 100.00 100 Passaic Avenue, First NJ 07004 Fairfield Services, Inc. Floor South FNI International, Inc. Inc. 50000435 100.00 2780 Skypark Drive, Suite CA 90505 Torrance 300 Foch Grande Armee s.n.c. S.N.C 20002187 100.00 Paris Fokker Brasil B.V. B.V. 20000664 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost Fontioso B.V. B.V. 20001589 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Foppingadreef Leasing B.V. B.V. 20000687 100.00 Van Heemvlietlaan 220 1083 CN Amsterdam Formid Management N.V. Ltd. 20000891 100.00 Kaya Jombi Mensing 14 Curacao Fortress Woningen I B.V. B.V. 50000555 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Fidencia B.V. Netherlands No No No Investment Company ING Groep N.V. Fiducre sa Netherlands No No No Westland/Utrecht Hypotheekmaatschappij N.V. Filantropiko B.V. Netherlands No No No Cash Company ING Prena B.V. Fimbrios B.V. Netherlands No No No Trust Company ? FINAM Krediet B.V. Netherlands No No No Finance Company Arenda Beheer B.V. Financial Facilities Netherlands No No No Investment Company ING Bank N.V. Management B.V. Financial Facts Pty. Ltd. Australia No No No Holding ING Life Limited Financial Network United States Yes No Yes Brokerage FNI International, Inc. Investment Corporation of America Financial Network United States No No No Insurance Agency Financial Network Investment Corporation of of America Investment Corporation Hawaii Financial Network United States No No No Insurance Agency FNI International, Inc. Investment Corporation of of America Hilo, Inc. Financial Network United States No No No Insurance Agency FNI International, Inc. Investment Corporation of of America Honolulu, Inc. Financial Network United States No No No Insurance Agency FNI International, Inc. Investment Corporation of of America Kauai, Inc. Financial Network United States No No No Insurance Agency FNI International, Inc. Investment Corporation of of America Puerto Rico, Inc. Financial Northeastern United States No No No Broker ReliaStar Financial Corp. of America Corporation Financial Northeastern United States Yes No Yes Broker ReliaStar Financial Securities, Inc. of America Corporation Financial Planning Hotline Australia No No No Investment Company Mercantile Mutual Funds Pty Limited Management Ltd. Financiere Atlas S.A. France No No No BHF-BANK AG Financierings Data Netherlands No No No Information Technology B.V. Netwerk B.V. Financieringsmaat- schappij "Vola" Finanziaria ICCRI-BBL Italy No No No Service Company Bank Brussel s.p.a. Lambert N.V. Finatlas Gestion S.A. France No No No Fund Management Financiere Atlas S.A. Finemij B.V. Netherlands No No No Finance Company ING Bank N.V. FINPLUS Sp.Z.o.o. Poland Yes No No Broker Bank Slaski S.A. w Katowicach Finport B.V. Netherlands No No No Services Company ING Support Holding B.V. Finsura Financial Services Australia No No No Insurance Agency Finsura Insurance Pty. Limited Management Services Pty. Limited Finsura Insurance Broking Australia No No No Insurance Agency Finsura Insurance (Australia) Pty. Ltd. Management Services Pty. Limited Finsura Insurance Australia No No No Insurance Agency Austbrokers Holdings Management Services Pty. Ltd. Limited First Columbine Life United States No No No Life Insurance ING America Insurance Insurance Company of America Holdings, Inc First Golden American Life United States No No No Life Insurance Golden American life Insurance Company of New of America Insurance Company York First Secured Mortgage United States No No No Security Life of Denver Deposit Corp. of America Insurance Company Fiseco N.V. Netherlands No No No Investment Services Middenbank Curacao N.V. Antilles Flevo Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Flexibel Beheer Netherlands No No No Management Company BV Algemene Utrecht B.V. (general) Beleggingsmaatschappij CenE Bankiers N.V. Florinth Financiele Netherlands No No No Equity Management B.V. Algemene Planning Consultancy B.V. Beleggingsmaatschappij Reigerdaal FN Insurance Agency of United States No No No Insurance Agency FNI International, Inc. Kansas, Inc. of America FN Insurance Agency of United States No No No Insurance Agency FNI International, Inc. Massachusetts, Inc. of America FN Insurance Agency of United States No No No Insurance Agency FNI International, Inc. New Jersey, Inc. of America FN Insurance Agency of United States No No No Insurance Agency FNI International, Inc. Ohio, Inc. 1) of America FN Insurance Services United States No No No Insurance Agency FNI International, Inc. HI, Inc. of America FN Insurance Services of United States No No No Insurance Agency FNI International, Inc. Alabama, Inc. of America FN Insurance Services of United States No No No Insurance Agency FNI International, Inc. Nevada, Inc. of America FN Insurance Services of United States No No No Insurance Agency FNI International, Inc. Texas, Inc. 1) of America FN Insurance Services, Inc United States No No No Insurance Agency FNI International, Inc. of America FNC Insurance United States No No No Insurance broker ReliaStar Financial Services, Inc. of America Corporation FNI International, Inc. United States No No No Holding Aetna Retail Holding of America Company, Inc. Foch Grande Armee s.n.c. France No No No Financial Services Banque Bruxelles Lambert France S.A. Fokker Brasil B.V. Netherlands No No No Lease ING Aircraft Lease B.V. Fontioso B.V. Netherlands No No No Cash Company ING Prena B.V. Foppingadreef Leasing B.V. Netherlands No No No Real Estate Management BV Maatschappij van Onroerende Goederen 'Het Middenstandshuis' Formid Management N.V. Netherlands No No No Trust Company ING Trust (Antilles) NV Antilles Fortress Woningen I B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Fidencia B.V. 100.00 Fiducre sa 0.25 Nationale 99.75 Omnium N.V. Filantropiko B.V. 100.00 Fimbrios B.V. - FINAM Krediet B.V. 100.00 Financial Facilities 100.00 Management B.V. Financial Facts Pty. Ltd. 40.00 Austadvisers 60.00 Equity Pty Limited Financial Network 100.00 Investment Corporation Financial Network 100.00 Investment Corporation of Hawaii Financial Network 100.00 Investment Corporation of Hilo, Inc. Financial Network 100.00 Investment Corporation of Honolulu, Inc. Financial Network 100.00 Investment Corporation of Kauai, Inc. Financial Network 100.00 Investment Corporation of Puerto Rico, Inc. Financial Northeastern 100.00 Corp. Financial Northeastern 100.00 Securities, Inc. Financial Planning Hotline 100.00 Pty Limited Financiere Atlas S.A. 92.92 Financierings Data 22.00 Netwerk B.V. Finanziaria ICCRI-BBL 50.00 s.p.a. Finatlas Gestion S.A. 92.76 Finemij B.V. 100.00 FINPLUS Sp.Z.o.o. 50.00 Finport B.V. 100.00 Finsura Financial Services 100.00 Pty. Limited Finsura Insurance Broking 100.00 (Australia) Pty. Ltd. Finsura Insurance 100.00 Management Services Pty. Limited First Columbine Life 100.00 Insurance Company First Golden American Life 100.00 Insurance Company of New York First Secured Mortgage 100.00 Deposit Corp. Fiseco N.V. 100.00 Flevo Poort B.V. 100.00 Flexibel Beheer 100.00 Utrecht B.V. Florinth Financiele 100.00 Planning Consultancy B.V. FN Insurance Agency of 100.00 Kansas, Inc. FN Insurance Agency of 100.00 Massachusetts, Inc. FN Insurance Agency of 100.00 New Jersey, Inc. FN Insurance Agency of 100.00 Ohio, Inc. 1) FN Insurance Services 100.00 HI, Inc. FN Insurance Services of 100.00 Alabama, Inc. FN Insurance Services of 100.00 Nevada, Inc. FN Insurance Services of 100.00 Texas, Inc. 1) FN Insurance Services, Inc 100.00 FNC Insurance 100.00 Services, Inc. FNI International, Inc. 100.00 Foch Grande Armee s.n.c. 100.00 Fokker Brasil B.V. 100.00 Fontioso B.V. 100.00 Foppingadreef Leasing B.V. 100.00 Formid Management N.V. 100.00 Fortress Woningen I B.V. 100.00
19
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Fortress Woningen II B.V. B.V. 50000556 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fortress Woningen III B.V. B.V. 50000557 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fortress Woningen IV B.V. B.V. 50000558 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fortress Woningen V B.V. B.V. 50000559 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Fr. Meyer's Sohn GmbH 50000504 10.22 Bockenheimer Landstrasse 60323 Frankfurt am Main (GmbH & Co) 10 Frabel S.A. S.A. 20002188 100.00 Paris Frabu Immobilia B.V. B.V. 20001956 100.00 Amsterdam Francoa limited Ltd. 20001417 100.00 60 London Wall EC2M 5TQ London Franival S.A. S.A. 20002189 100.00 Paris Frankfurt Consult GmbH GmbH 50000272 97.09 Frankfurt Family GmbH 50000914 100.00 Bockenheimer Landstrasse 60323 Frankfurt am Main Office GmbH 10 Frankfurt Finanz- GmbH 50000273 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Software GmbH 10 Frankfurt Grundbesitz GmbH GmbH 40000485 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 Frankfurter Beteiligungs- GnmH 50000274 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Treuhand GmbH 10 Frankfurter Vermogens- GmbH 20002552 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Treuhand GmbH 10 Frankfurt-TRUST Investment- Gmbh 50000276 97.09 Gruneburgweg 102 60323 Frankfurt am Main Gesellschaft mbH Frans Verhey B.V. B.V. 50000560 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Freehold B.V. B.V. 10000043 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Freeler B.V. B.V. 10000152 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Friese Poort B.V. B.V. 20001957 100.00 Amsterdam Frischo Schoonebeek B.V. B.V. 20002018 100.00 Y Bijlmerplein 888 1102 MG Amsterdam FSIP LLC LLC 20001845 100.00 230 Park Avenue 10169 New York Funfte Office KG 50000486 80.87 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksverwaltungs- 10 gesellschaft mbH & Co. KG Funjob Investments B.V. B.V. 20001595 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Furman Selz (Ireland) LLC LLC 20001832 100.00 230 Park Avenue NY 10169 New York Furman Selz Advisors LLC LLC 20001830 100.00 230 Park Avenue NY 10169 New York Furman Selz Capital LLC LLC 20001829 100.00 230 Park Avenue NY 10169 New York Furman Selz Capital LLC 20001828 100.00 230 Park Avenue NY 10169 New York Management LLC Furman Selz Financial LLC 20001833 100.00 230 Park Avenue NY 10169 New York Services Unlimited Furman Selz Management Ltd. 100.00 230 Park Avenue NY 10169 New York Ltd. Furman Selz Merchant LLC 20001844 100.00 230 Park Avenue NY 10169 New York Capital LLC Furman Selz Proprietary, Corp. 20001835 100.00 230 Park Avenue NY 10169 New York inc. Furman Selz Resources LLC USD 20001842 100.00 230 Park Avenue NY 10169 New York Furman Selz SBIC LLC 20001839 100.00 230 Park Avenue NY 10169 New York Investments LLC Furman Selz Trust Company Corp. 20001834 100.00 230 Park Avenue NY 10169 New York G. Laterveer Beheer B.V. B.V. 20001601 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost G. R. Hutchison Insurance Ltd. 50.00 590 Graham Drive ON P1B 7S1 North Bay Brokers Ltd. G.I.E. ING Lease S.A. 20002366 100.00 Immueble Jafap,Rue ZIdeJarry Baie Hahault H.Becquerel G.J. van Geet Beheer B.V. B.V. 20001524 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Gabela Belegging B.V. B.V. 20000155 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Galax Limited Ltd. 20001409 100.00 60 London Wall EC2M 5TQ London Gallipoli Services B.V. B.V. 50000561 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Garlito B.V. B.V. 20001562 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gateway One Office Venture ? 40000265 - Gbr Citycenter Eilenburg GbR 50000487 29.13 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 GbR Graf Stolberg & GbR 50000488 29.13 Bockenheimer Landstrasse 60323 Frankfurt am Main Partner 10 GbR GmbH 20002641 72.11 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksgesellschaft 10 Potsdam, Zeppelinstr. 154-161 GBR Hamburg-Steindamm GbR 10001471 100.00 Hamburg GbR Kruppstr. 74 GbR 50000489 24.27 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 GbR Liegenschaft GbR 50000490 48.54 Bockenheimer Landstrasse 60323 Frankfurt am Main Hainstrasse 10 - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Fortress Woningen II B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. Fortress Woningen III B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. Fortress Woningen IV B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. Fortress Woningen V B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. Fr. Meyer's Sohn Germany No No No Real Estate Management BHF-BANK AG (GmbH & Co) Frabel S.A. France No No No Financial Services Banque Bruxelles Lambert France S.A. Frabu Immobilia B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Francoa limited United Kingdom No No No Equity Management INGB Securities Client Services Limited Franival S.A. France No No No Financial Services Banque Bruxelles Lambert France S.A. Frankfurt Consult GmbH Germany No No No Dormant Company Industrie-Beteiligungs- Gesellschaft mbH Frankfurt Family Germany No No No Real Estate: General BHF-BANK AG Office GmbH Frankfurt Finanz- Germany No No No Software BHF-BANK AG Software GmbH Frankfurt Grundbesitz GmbH Germany No No No Real Estate Holding BHF-BANK AG Frankfurter Beteiligungs- Germany No No No BHF-BANK AG Treuhand GmbH Frankfurter Vermogens- Germany No No No Trust Company BHF-BANK AG Treuhand GmbH Frankfurt-TRUST Investment- Germany No No No Trust Company BHF-BANK AG Gesellschaft mbH Frans Verhey B.V. Netherlands No No No Cash Company ING Prena B.V. Freehold B.V. Netherlands No No No Service Company ING Support Holding B.V. Freeler B.V. Netherlands No No No Internet Service Provider Freehold B.V. Friese Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Frischo Schoonebeek B.V. Netherlands No No No Investment Company ING Prena B.V. FSIP LLC United States No No Yes Investment Advisory Furman Selz Capital of America Management LLC Funfte Office Germany No No No Real Estate Management BHF Immobilien-GmbH Grundstucksverwaltungs- gesellschaft mbH & Co. KG Funjob Investments B.V. Netherlands No No No Cash Company ING Prena B.V. Furman Selz (Ireland) LLC United States No No No Holding ING Merger LLC of America Furman Selz Advisors LLC United States No No No F&O Brokerage ING Merger LLC of America Furman Selz Capital LLC United States No No No Futures Exchange ING Merger LLC of America Furman Selz Capital United States No No Yes Fund Management ING Furman Selz Asset Management LLC of America Management LLC Furman Selz Financial United States No No No Fund Management Furman Selz Services Unlimited of America (Ireland) LLC Furman Selz Management United States No No No Miscellaneous ING Furman Selz Asset Ltd. of America Management LLC Furman Selz Merchant United States No No No Financial Services Furman Selz Capital LLC of America Proprietary, inc. Furman Selz Proprietary, United States No No No Holding ING Merger LLC inc. of America Furman Selz Resources LLC United States No No No Financial Services Furman Selz of America Proprietary, inc. Furman Selz SBIC United States No No No Investment Services Furman Selz Investments LLC of America Investments LLC Furman Selz Trust Company United States No No No Trust Company ING Merger LLC of America G. Laterveer Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. G. R. Hutchison Insurance Canada No No No Insurance broker Equisure Insurance Brokers Ltd. Services Ltd. G.I.E. ING Lease Guadeloupe No No No Miscellaneous CW Lease France S.N.C. G.J. van Geet Beheer B.V. Netherlands No No No Holding B.V. Financieringsmaat- schappij VOLA Gabela Belegging B.V. Netherlands No No No Cash Company ING Prena B.V. Galax Limited United Kingdom No No No Equity Management Barsec (International) Limited Gallipoli Services B.V. Netherlands No No No Cash Company ING Prena B.V. Garlito B.V. Netherlands No No No Cash Company ING Prena B.V. Gateway One Office Venture United States No No No ? of America Gbr Citycenter Eilenburg Germany No No No Real Estate: General BHF Immobilien-GmbH GbR Graf Stolberg & Germany No No No Real Estate: General BHF Immobilien-GmbH Partner GbR Germany No No No Real Estate: General Deutsche Hypothekenbank Grundstucksgesellschaft (Actien-Gesellschaft) Potsdam, Zeppelinstr. 154-161 GBR Hamburg-Steindamm Germany No No No Real Estate: General Bouwonderneming AMER LII B.V. GbR Kruppstr. 74 Germany No No No Real Estate: General BHF Immobilien-GmbH GbR Liegenschaft Germany No No No Real Estate: General BHF Immobilien-GmbH Hainstrasse - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Fortress Woningen II B.V. 100.00 Fortress Woningen III B.V. 100.00 Fortress Woningen IV B.V. 100.00 Fortress Woningen V B.V. 100.00 Fr. Meyer's Sohn 10.22 (GmbH & Co) Frabel S.A. 100.00 Frabu Immobilia B.V. 100.00 Francoa limited 100.00 Franival S.A. 100.00 Frankfurt Consult GmbH 97.09 Frankfurt Family 100.00 Office GmbH Frankfurt Finanz- 97.09 Software GmbH Frankfurt Grundbesitz GmbH 97.09 Frankfurter Beteiligungs- 97.09 Treuhand GmbH Frankfurter Vermogens- 97.09 Treuhand GmbH Frankfurt-TRUST Investment- 97.09 Gesellschaft mbH Frans Verhey B.V. 100.00 Freehold B.V. 100.00 Freeler B.V. 100.00 Friese Poort B.V. 100.00 Frischo Schoonebeek B.V. 100.00 FSIP LLC 100.00 Funfte Office 80.87 Grundstucksverwaltungs- gesellschaft mbH & Co. KG Funjob Investments B.V. 100.00 Furman Selz (Ireland) LLC 100.00 Furman Selz Advisors LLC 100.00 Furman Selz Capital LLC 100.00 Furman Selz Capital 100.00 Management LLC Furman Selz Financial 100.00 Services Unlimited Furman Selz Management 100.00 Ltd. Furman Selz Merchant 100.00 Capital LLC Furman Selz Proprietary, 100.00 inc. Furman Selz Resources LLC 100.00 Furman Selz SBIC 100.00 Investments LLC Furman Selz Trust Company 100.00 G. Laterveer Beheer B.V. 100.00 G. R. Hutchison Insurance 50.00 Brokers Ltd. G.I.E. ING Lease 100.00 G.J. van Geet Beheer B.V. 100.00 Gabela Belegging B.V. 100.00 Galax Limited 100.00 Gallipoli Services B.V. 100.00 Garlito B.V. 100.00 Gateway One Office Venture - Gbr Citycenter Eilenburg 29.13 GbR Graf Stolberg & 29.13 Partner GbR 72.11 Grundstucksgesellschaft Potsdam, Zeppelinstr. 154-161 GBR Hamburg-Steindamm 100.00 GbR Kruppstr. 74 24.27 GbR Liegenschaft 48.54 Hainstrasse
20
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ GbR Michaelkirchstr. 16 GbR 20002595 48.54 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 GbR Objekt-und Gbr 20002596 48.54 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksgesellschaft 10 Jagerstr. 67/69 GbR Poststr. 12 GbR 20002597 48.54 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 GbR Rahmhofstrasse GbR 50000278 92.23 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 GEB Gesellschaft fur GmbH 50000491 19.42 Bockenheimer Landstrasse 60323 Frankfurt am Main Gewerbebauten mbH 10 Gebler Agencies Ltd. Ltd. 100.00 274 Stephen Street MB R6M 1T4 Morden Gebrema Beheer B.V. B.V. 20001571 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gecla B.V. B.V. 50000039 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Geco Holding B.V. B.V. 20002026 100.00 Bijlmerplein 888 1102 MG Amsterdam Gefinac sa S.A. 10001380 100.00 Brussel Gehespitz-Burohaus GmbH 50000492 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Verwaltungs-GmbH 10 Gelderse Discount B.V. 20001528 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Maatschappij B.V. Gelderse Poort B.V. B.V. 20001958 100.00 Amsterdam Gele Poort B.V. B.V. 20001997 100.00 Mr Treublaan 7 1097 DP Amsterdam Gelida B.V. B.V. 50000037 100.00 Drentestraat 24 1083 HK Amsterdam GENERAL AGENCY & TRUST Ltd. 50000994 98.00 Bourne House, 34 Beckenham BR3 4TU Beckenham LIMITED Road Genesis Healthcare Sdn. Berhad 50001033 100.00 601, Block D, Phileo 46350 Petaling Jaya Bhd. Damansara 1, No. 9, Jalan 16/11, Off Jalan Damansara Georgia US Capital inc. Inc. 10001399 100.00 Wilmington (Del.) Gerac s.c. S.A. 20002140 5.00 Graanmarkt 7 2000 Anvers German Equity GmbH 20002579 30.29 Haaksbergweg 27 1101 BP Amsterdam Partners B.V. German Equity KG 20002619 18.53 Partners II LP Germs Beleggingen B.V. B.V. 20001826 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gestion Mobiliere S.A. 20002233 80.06 Luxembourg Internationale S.A. GfA-Gesellschaft fur GmbH 20002644 26.71 Bockenheimer Landstrasse 60323 Frankfurt am Main Anwendungssoftware mbH 10 GIL 1997 (Windkracht) B.V. B.V. 20001804 100.00 Karspeldreef 14 1101 CK Amsterdam Gil Bravo '01 B.V. B.V. 50000845 100.00 Karspeldreef 14 1101 CK Amsterdam GIL Bravo '96 B.V. B.V. 20001805 100.00 Karspeldreef 14 1000 BZ Amsterdam Glenelg B.V. B.V. 50000004 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost GLO Investments Ltd. Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton Global Distribution B.V. 50000592 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Services The Netherlands B.V. GNI Global Financials Plc. - Yes IFSC House, International 1 Dublin Fund Ireland Plc. Financial Services Centre Godfrey & Jolin Ltd. Ltd. 100.00 203 - 1005 11th Ave. SW AB T2R 0G1 Calgary Golden American Life 50000181 100.00 1475 Dunwoody Drive PA 19380 West Chester Insurance Company Goldmaster B.V. B.V. 50000562 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gornoslaski Towarzystwo S.A. 20002353 10.36 Katowice Lotnicze S.A. Gothia Estate II B.V. B.V. 20001128 100.00 Den Bosch Grabenstrasse Staete B.V. B.V. 10000536 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Graf Stolberg Zingst GbR 50000493 38.83 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksgesellschaft 10 GbR Grand Bonus B.V. B.V. 50000564 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Granite Investment Inc. 50000182 100.00 400 First Street South, MN 56301 St Cloud Services Suite 300 Granity Shipping N.V. N.V. 20000947 100.00 Kaya W.F.G. Mensing 14 Willemstad Curacao Graphic Lease B.V. B.V. 20000654 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost Grassmere Limited Ltd. 20001400 100.00 8, Connaught Place, Hong Kong Central Greenlease s.a. S.A. 20002234 100.00 Luxembourg Gregoire Begin Brunet Inc. 100.00 1020 Thibeau PQ G8T 7W6 Cap-de-la- et Associes inc. Madeleine Grejama B.V. B.V. 20001806 100.00 Karspeldreef 14 1101 CK Amsterdam Greuters Onroerend Goed B.V. 20002339 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Maatschappij B.V. Grijze Poort B.V. B.V. 20001994 100.00 Mr Treublaan 7 1097 DP Amsterdam Grisaldo B.V. B.V. 50000565 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Groen Lease B.V. B.V. 20001486 100.00 Postb. 1971 1000 BZ Amsterdam - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ GbR Michaelkirchstr. 16 Germany No No No Real Estate: General BHF Immobilien-GmbH GbR Objekt-und Germany No No No Real Estate: General BHF Immobilien-GmbH Grundstucksgesellschaft Jagerstr. 67/69 GbR Poststr. 12 Germany No No No Real Estate: General BHF Immobilien-GmbH GbR Rahmhofstrasse Germany No No No Real Estate: General BHF-BANK AG GEB Gesellschaft fur Germany No No No Real Estate: General BHF Immobilien-GmbH Gewerbebauten mbH Gebler Agencies Ltd. Canada No No No Insurance broker Barnabe & Saurette Insurance Brokers Ltd. Gebrema Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Gecla B.V. Netherlands No No No Cash Company ING Prena B.V. Geco Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Gefinac sa Belgium No No No Insurance: General RVS verzekeringen N.V. Gehespitz-Burohaus Germany No No No Real Estate: General Frankfurt Grundbesitz Verwaltungs-GmbH GmbH Gelderse Discount Netherlands No No No Insurance Agency B.V. Maatschappij B.V. Financieringsmaat- schappij VOLA Gelderse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Gele Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Gelida B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. GENERAL AGENCY & TRUST United Kingdom No No No Service Company Ravensbourne LIMITED Registration Services Limited Genesis Healthcare Sdn. Malaysia No No No Insurance: Health Daya Aetna (Malaysia) Bhd. Sdn. Bhd. Georgia US Capital inc. United States No No No Holding ING America Life of America Corporation Gerac s.c. Belgium No No No Service Company Bank Brussel Lambert N.V. German Equity Netherlands No No No Miscellaneous BHF Finance Partners B.V. (Nederlands) B.V. German Equity United Kingdom No No No Miscellaneous Industrie-Beteiligungs- Partners II LP Gesellschaft mbH Germs Beleggingen B.V. Netherlands No No No Cash Company ING Prena B.V. Gestion Mobiliere Luxemburg No No No Management Company Credit Europeen Internationale S.A. (general) Luxembourg S.A. GfA-Gesellschaft fur Germany No No No Management Company Deutsche Hypothekenbank Anwendungssoftware mbH (general) (Actien-Gesellschaft) GIL 1997 (Windkracht) B.V. Netherlands No No No Lease Groen Lease B.V. Gil Bravo '01 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. GIL Bravo '96 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Glenelg B.V. Netherlands No No No Cash Company ING Prena B.V. GLO Investments Ltd. Canada No No No Holding Equisure Financial Network, Inc. Global Distribution Netherlands No No No Cash Company ING Prena B.V. Services The Netherlands B.V. GNI Global Financials Ireland No No No Investment Fund ? Fund Ireland Plc. Godfrey & Jolin Ltd. Canada No No No Insurance broker Equisure Financial Network, Inc. Golden American Life United States No No No Life Insurance Equitable of Iowa Insurance Company of America Companies, Inc. Goldmaster B.V. Netherlands No No No Cash Company ING Prena B.V. Gornoslaski Towarzystwo Poland No No No Management Company Bank Slaski S.A. w Lotnicze S.A. (general) Katowicach Gothia Estate II B.V. Netherlands No No No Real Estate Management CW Lease Nederland BV Grabenstrasse Staete B.V. Netherlands No No No Holding ING Verzekeringen N.V. Graf Stolberg Zingst Germany No No No Real Estate: General BHF Immobilien-GmbH Grundstucksgesellschaft GbR Grand Bonus B.V. Netherlands No No No Cash Company ING Prena B.V. Granite Investment United States Yes No No Broker PrimeVest Financial Services of America Services, Inc. Granity Shipping N.V. Netherlands No No No Investment Services Middenbank Curacao N.V. Antilles Graphic Lease B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Grassmere Limited Hong Kong No No No Investment Company INGB Securities Client Services Limited Greenlease s.a. Luxemburg No No No Lease CEL Data Services s.a. Gregoire Begin Brunet Canada No No No Insurance broker Page Matteau et et Associes inc. associes inc. Grejama B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Greuters Onroerend Goed Netherlands No No No Cash Company ING Prena B.V. Maatschappij B.V. Grijze Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Grisaldo B.V. Netherlands No No No Cash Company ING Prena B.V. Groen Lease B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ GbR Michaelkirchstr. 16 48.54 GbR Objekt-und 48.54 Grundstucksgesellschaft Jagerstr. 67/69 GbR Poststr. 12 48.54 GbR Rahmhofstrasse 92.23 GEB Gesellschaft fur 19.42 Gewerbebauten mbH Gebler Agencies Ltd. 100.00 Gebrema Beheer B.V. 100.00 Gecla B.V. 100.00 Geco Holding B.V. 100.00 Gefinac sa 100.00 Gehespitz-Burohaus 97.09 Verwaltungs-GmbH Gelderse Discount 100.00 Maatschappij B.V. Gelderse Poort B.V. 100.00 Gele Poort B.V. 100.00 Gelida B.V. 100.00 GENERAL AGENCY & TRUST 98.00 LIMITED Genesis Healthcare Sdn. 100.00 Bhd. Georgia US Capital inc. 100.00 Gerac s.c. 5.00 German Equity 30.29 Partners B.V. German Equity 18.53 Partners II LP Germs Beleggingen B.V. 100.00 Gestion Mobiliere 80.06 Internationale S.A. GfA-Gesellschaft fur 26.71 Anwendungssoftware mbH GIL 1997 (Windkracht) B.V. 100.00 Gil Bravo '01 B.V. 100.00 GIL Bravo '96 B.V. 100.00 Glenelg B.V. 100.00 GLO Investments Ltd. 100.00 Global Distribution 100.00 Services The Netherlands B.V. GNI Global Financials - Fund Ireland Plc. Godfrey & Jolin Ltd. 100.00 Golden American Life 100.00 Insurance Company Goldmaster B.V. 100.00 Gornoslaski Towarzystwo 10.36 Lotnicze S.A. Gothia Estate II B.V. 100.00 Grabenstrasse Staete B.V. 100.00 Graf Stolberg Zingst 38.83 Grundstucksgesellschaft GbR Grand Bonus B.V. 100.00 Granite Investment 100.00 Services Granity Shipping N.V. 100.00 Graphic Lease B.V. 100.00 Grassmere Limited 100.00 Greenlease s.a. 100.00 Gregoire Begin Brunet 100.00 et Associes inc. Grejama B.V. 100.00 Greuters Onroerend Goed 100.00 Maatschappij B.V. Grijze Poort B.V. 100.00 Grisaldo B.V. 100.00 Groen Lease B.V. 100.00
21
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Grondpoort I B.V. B.V. 40000114 100.00 Schenkkade 65 2595 AS Den Haag Grondpoort II B.V. B.V. 40000119 100.00 Schenkkade 65 2595 AS Den Haag Grondpoort IV B.V. B.V. 40000111 100.00 Schenkkade 65 2595 AS Den Haag Groninger Poort B.V. B.V. 20001959 100.00 Amsterdam Groningsche Hypotheekbank N.V. 20001920 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Grote Markt Staete B.V. B.V. 10000566 54.69 Strawinskylaan 2631 1077 ZZ Amsterdam Grundstuckgesellschaft GbR 50000494 24.27 Bockenheimer Landstrasse 60323 Frankfurt am Main Wittenberger Strasse GbR 10 Guaranty Brokerage Inc. 50000215 100.00 400 First Street South, MN 56301 St Cloud Services, Inc. Suite 300 Guernsey International Ltd. 20001335 100.00 St. Julians Avenue GY1 3QL St. PeterPort, Fund Managers Limited Guernsey H. van Duinen Beheer B.V. B.V. 20001910 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost H. van Veeren B.V. B.V. 10000009 100.00 Beatrixlaan 35 2595 AK Den Haag H.G. van der Most B.V. 20001192 67.62 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beheer B.V. H.I. Rent B.V. B.V. 50000130 100.00 Karspeldreef 14 1101 CK Amsterdam H.J.M. Insurance Brokers Inc. 50.00 86 Woodlawn Road West ON N1H 1B2 Guelph (Ontario) Inc. H.Q.E. Trust B.V. B.V. 50000048 100.00 Prinses Irenestraat 61 1077 WV Amsterdam Hadezil B.V. B.V. 50000846 100.00 Karspeldreef 14 1101 CK Amsterdam Hagendoorn Assurantien B.V. 10001294 100.00 Vasteland 62 3011 BN Rotterdam B.V. Hamgia Beheer B.V. B.V. 20000215 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Handamar Corporation Corp. 20001786 100.00 Panama Handamar N.V. N.V. 20001785 100.00 Willemstad Handelsonderneming E. B.V. 20001552 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Spee B.V. Handex B.V. B.V. 50000566 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Handlowy - Heller sa S.A. 20001479 50.00 Ul. Kasprzaka 18-20 01-211 Warschau Hanel B.V. B.V. 40000064 - Schenkkade 65 2595 AS Den Haag Harding Hall & Graburne Inc. 100.00 1414 - 8th Street SW, AB T2P 1J6 Calgary Insurance Inc. Suite 500 Harrison & Associes Inc. 100.00 3536 Main Street NB E1X 1C9 Tracadie-Sheila Assurance Inc. Harvidio B.V. B.V. 10000208 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Hazo Immobilia B.V. B.V. 20001961 100.00 Amsterdam Healey Insurance Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton Consultants Ltd. Heine Administration Ltd. 50000335 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Services Pty Ltd Heine Asset Management Pty Ltd. 50000334 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Heine Computer Services Ltd. 50000336 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Heine Funds Management Ltd. 50000337 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Heine Management Pty Ltd. 50000340 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Heine Mortgage Ltd. 50000339 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Administration Pty Ltd Heine Mortgage Management Ltd. 50000341 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Heine Property Management Ltd. 50000342 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Heine Securities Pty Ltd Ltd. 50000343 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Heitkamp & Spit B.V. 10001298 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Assurantien B.V. Heller Bank A.G. A.G. 20000814 100.00 Mainz Heller Finanz GmbH GmbH 20000815 100.00 Mainz Heller GmbH GmbH 20000803 100.00 Mainz Helo Immobilia B.V. B.V. 20001962 100.00 Amsterdam Henry F. Holding B.V. B.V. 20001646 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Heracles - Entr.Empl. s.c. 20002284 5.19 Gisac Ens.-s.c Hercules Beheer B.V. B.V. 20000614 100.00 Utrecht Het Dijkhuis B.V. B.V. 20001685 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuid-Oost Het Klaverblad B.V. B.V. 40000065 - Schenkkade 65 2595 AS Den Haag HI Funding B.V. B.V. 50000129 100.00 Karspeldreef 14 1101 CK Amsterdam HIL 2000 B.V. B.V. 50000799 100.00 Karspeldreef 14 1101 CK Amsterdam - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Grondpoort I B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Grondpoort II B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Grondpoort IV B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Groninger Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Groningsche Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Hypotheekbank N.V. Maatschappij voor Hypothecaire Crediet N.V. Grote Markt Staete B.V. Netherlands No No No Dormant Company BOZ B.V. Grundstuckgesellschaft Germany No No No Real Estate Management BHF Immobilien-GmbH Wittenberger Strasse GbR Guaranty Brokerage United States Yes No No Broker PrimeVest Financial Services, Inc. of America Services, Inc. Guernsey International United Kingdom No No No Offshore Banking Baring Private Asset Fund Managers Limited Management Ltd. H. van Duinen Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. H. van Veeren B.V. Netherlands No No No Insurance Agency Nationale-Nederlanden Schadeverzekering Maatschappij N.V. H.G. van der Most Netherlands No No No Cash Company ING Prena B.V. Beheer B.V. H.I. Rent B.V. Netherlands No No No Lease HI Funding B.V. H.J.M. Insurance Brokers Canada No No No Insurance broker Equisure Insurance (Ontario) Inc. Services Ltd. H.Q.E. Trust B.V. Netherlands No No No Cash Company Management Services ING Bank B.V. Hadezil B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Hagendoorn Assurantien Netherlands No No No Insurance Agency Belhaska XI B.V. B.V. Hamgia Beheer B.V. Netherlands No No No Financial Services ING Bank N.V. Handamar Corporation Panama No No No Financial Services Handamar N.V. Handamar N.V. Netherlands No No No Financial Services Bank Mendes Gans N.V. Antilles Handelsonderneming E. Netherlands No No No Cash Company ING Prena B.V. Spee B.V. Handex B.V. Netherlands No No No Cash Company ING Prena B.V. Handlowy - Heller sa Poland No No No Finance Company NMB-Heller Holding N.V. Hanel B.V. Netherlands No No No Real Estate: General ? Harding Hall & Graburne Canada No No No Insurance broker Equisure Financial Insurance Inc. Network, Inc. Harrison & Associes Canada No No No Insurance broker Equisure Financial Assurance Inc. Network, Inc. Harvidio B.V. Netherlands No No No Real Estate Financing ING Groep N.V. Hazo Immobilia B.V. Netherlands No No No Real Estate Management JUZA Onroerend Goed B.V. Healey Insurance Canada No No No Holding Equisure Financial Consultants Ltd. Network, Inc. Heine Administration Australia No No No Service Company Heine Management Services Pty Ltd Pty Limited Heine Asset Management Pty Australia No No No Dormant Company Heine Management Limited Pty Limited Heine Computer Services Australia No No No Service Company Heine Management Pty Ltd Pty Limited Heine Funds Management Australia No No No Service Company Heine Management Pty Ltd Pty Limited Heine Management Pty Australia No No No Dormant Company ING Australia Limited Limited Heine Mortgage Australia No No No Real Estate: General Heine Mortgage Administration Pty Ltd Management Pty Ltd Heine Mortgage Management Australia No No No Real Estate: General Heine Management Pty Ltd Pty Limited Heine Property Management Australia No No No Real Estate: General Heine Management Pty Ltd Pty Limited Heine Securities Pty Ltd Australia Yes No No Broker Heine Management Pty Limited Heitkamp & Spit Netherlands No No No Equity Management B.V. Algemene Assurantien B.V. Beleggingsmaatschappij Reigerdaal Heller Bank A.G. Germany No No No Factoring Heller GmbH Heller Finanz GmbH Germany No No No Factoring Heller GmbH Heller GmbH Germany No No No Factoring NMB-Heller Holding N.V. Helo Immobilia B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Henry F. Holding B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Heracles - Entr.Empl. Belgium No No No Financial Services Sogerfin s.a. Ens.-s.c Hercules Beheer B.V. Netherlands No No No Management Company BV Algemene (general) Beleggingsmaatschappij CenE Bankiers N.V. Het Dijkhuis B.V. Netherlands No No No Venture Capital De Springelberg B.V. Het Klaverblad B.V. Netherlands No No No Real Estate ? HI Funding B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. HIL 2000 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Grondpoort I B.V. 100.00 Grondpoort II B.V. 100.00 Grondpoort IV B.V. 100.00 Groninger Poort B.V. 100.00 Groningsche Hypotheekbank 100.00 N.V. Grote Markt Staete B.V. 54.69 Grundstuckgesellschaft 24.27 Wittenberger Strasse GbR Guaranty Brokerage 100.00 Services, Inc. Guernsey International 100.00 Fund Managers Limited H. van Duinen Beheer B.V. 100.00 H. van Veeren B.V. 100.00 H.G. van der Most 67.62 Beheer B.V. H.I. Rent B.V. 100.00 H.J.M. Insurance Brokers 50.00 (Ontario) Inc. H.Q.E. Trust B.V. 100.00 Hadezil B.V. 100.00 Hagendoorn Assurantien 100.00 B.V. Hamgia Beheer B.V. 100.00 Handamar Corporation 100.00 Handamar N.V. 100.00 Handelsonderneming E. 100.00 Spee B.V. Handex B.V. 100.00 Handlowy - Heller sa 50.00 Hanel B.V. - Harding Hall & Graburne 100.00 Insurance Inc. Harrison & Associes 100.00 Assurance Inc. Harvidio B.V. 100.00 Hazo Immobilia B.V. 100.00 Healey Insurance 100.00 Consultants Ltd. Heine Administration 100.00 Services Pty Ltd Heine Asset Management Pty 100.00 Limited Heine Computer Services 100.00 Pty Ltd Heine Funds Management 100.00 Pty Ltd Heine Management Pty 100.00 Limited Heine Mortgage 100.00 Administration Pty Ltd Heine Mortgage Management 100.00 Pty Ltd Heine Property Management 100.00 Pty Ltd Heine Securities Pty Ltd 100.00 Heitkamp & Spit 100.00 Assurantien B.V. Heller Bank A.G. 100.00 Heller Finanz GmbH 100.00 Heller GmbH 100.00 Helo Immobilia B.V. 100.00 Henry F. Holding B.V. 100.00 Heracles - Entr.Empl. 5.19 Ens.-s.c Hercules Beheer B.V. 100.00 Het Dijkhuis B.V. 100.00 Het Klaverblad B.V. - HI Funding B.V. 100.00 HIL 2000 B.V. 100.00
22
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Hilschip B.V. B.V. 20001760 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Hoftoren Vastgoed B.V. B.V. 40000221 100.00 Schenkkade 65 2595 AS Den Haag Hoftoren Vastgoed B.V. 40000219 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. Hoftoren Vastgoed B.V. 40000218 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. Hoge Erasmus V.O.F. V.O.F. 50000706 50.00 Oostmaaslaan 71 3063 AN Rotterdam Hogebo B.V. B.V. 50000567 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Holding J.W.G. B.V. 20001763 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Huijbregts B.V. Holding Schildersbedrijf B.V. 20001573 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost West-Friesland B.V. Holding Schuiling B.V. B.V. 20001541 94.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Holendrecht B.V. 20001963 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Gemeenschappelijk Beheer B.V. Holendrecht Parking B.V. B.V. 20001964 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Hollandsche Hypotheekbank N.V. 20001924 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Hollandse Poort B.V. B.V. 20001965 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Hondero B.V. B.V. 50000041 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Honesto B.V. B.V. 40000181 - Schenkkade 65 2595 AS Den Haag Hoogoorddreef I B.V. B.V. 10000557 100.00 Schenkkade 65 2595 AS Den Haag Hope B.V. B.V. 10001355 100.00 Havendijk 6 4201 XA Gorichem Hospitalet ? 40000068 49.90 Avinguda Diagonal 523, Barcelona Planta 21 Houdstermaatschappij B.V. 50000066 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pfennings-Noten B.V. Huei-Hong Securities Ltd. 20.00 5F, 109, Keelung Road, Taipeh Co. Ltd. Sec. 2 Humada B.V. B.V. 20001576 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Hypothecair Belang N.V. 20001944 100.00 Mr. Treublaan 7 1097 DP Amsterdam Gaasperdam I N.V. Hypotheekbank Maatschappij N.V. 20001919 100.00 Mr. Treublaan 7 1097 DP Amsterdam voor Hypothecaire Crediet N.V. Hypotheekbank voor N.V. 20001928 100.00 Mr. Treublaan 7 1097DP Amsterdam Nederland II N.V. Hypotheekbank voor N.V. 20001927 100.00 Mr. Treublaan 7 1097 DP Amsterdam Nederland N.V. I.R.G. S.A. S.A. 20002107 24.49 Bruxelles IB Holdings LLC LLC 50000183 100.00 4601 Farfax Drive VA 22203 Arlington Ibing C.V. C.V. 50000589 100.00 Schenkkade 65 2595 AS Den Haag ICC Heller Ltd. Ltd. 20002396 50.00 Idaval s.a. S.A. 20002191 100.00 Paris Idrax Holding Ltd. Ltd. 50000688 100.00 Huguenot House, 28 La 28JE2 4SZ St. Helier, Jersey Motte Street, St. Helier Iena Vastgoed B.V. B.V. 10000543 100.00 Schenkkade 65 2595 AS Den Haag Iepe Poort B.V. B.V. 20001990 100.00 Mr Treublaan 7 1097 DP Amsterdam IFG Advisory Services, Inc. 50000736 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Inc. suite 1900 IFG Advisory, Inc. Inc. 50000927 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFG Agency of Ohio, Inc. Inc. 50000928 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFG Agency, Inc. Inc. 50000929 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFG Brokerage Corp. Corp. 50000930 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFG Insurance Agency of Inc. 50000931 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Massachusetts, Inc. suite 1900 IFG Insurance Agency of Inc. 50000932 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Oklahoma, Inc. suite 1900 IFG Insurance Agency of Inc. 50000933 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Texas, Inc. suite 1900 IFG Insurance Services of Inc. 50000934 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Alabama, Inc. suite 1900 IFG Insurance Services, Inc. 50000935 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Inc. suite 1900 IFG Network Securities, Inc. 50000740 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Inc. suite 1900 IFG Network, Inc. Inc. 50000936 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFG Services, LLC Inc. 50000911 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 IFSC GmbH 20001132 100.00 Willinghuseneweg 5B D-22113 Oststeinbek Beteiligungsgesellschaft GmbH IJburg Tjalk B.V. B.V. 50000548 100.00 Schenkkade 65 2595 AS Den Haag Imbricata B.V. B.V. 20000989 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Immo "De Hertoghe" N.V. N.V. 10000815 100.00 Brussel - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Hilschip B.V. Netherlands No No No Cash Company ING Prena B.V. Hoftoren Vastgoed B.V. Netherlands No No No Real Estate Buildings Hoftoren Vastgoed Holding B.V. Hoftoren Vastgoed Netherlands No No No Real Estate Soil Hoftoren Vastgoed Grond B.V. Holding B.V. Hoftoren Vastgoed Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. Hoge Erasmus V.O.F. Netherlands No No No Real Estate Development Maas Erasmus B.V. Hogebo B.V. Netherlands No No No Cash Company ING Prena B.V. Holding J.W.G. Netherlands No No No Cash Company ING Prena B.V. Huijbregts B.V. Holding Schildersbedrijf Netherlands No No No Cash Company ING Prena B.V. West-Friesland B.V. Holding Schuiling B.V. Netherlands No No No Cash Company ING Prena B.V. Holendrecht Netherlands No No No Real Estate Management Westland/Utrecht Gemeenschappelijk Beheer Leasing B.V. B.V. Holendrecht Parking B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Hollandsche Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Nationale Hypotheekbank N.V. N.V. Hollandse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Hondero B.V. Netherlands No No No Cash Company ING Prena B.V. Honesto B.V. Netherlands No No No Real Estate: General ? Hoogoorddreef I B.V. Netherlands No No No Real Estate Management BOZ B.V. Hope B.V. Netherlands No No No Insurance Broker Oostermij B.V. Hospitalet Spain No No No Real Estate: General MBO LaFarga S.A. Houdstermaatschappij Netherlands No No No Cash Company ING Prena B.V. Pfennings-Noten B.V. Huei-Hong Securities Taiwan No No No Aetna Heart Investment Co. Ltd. Holdings Limited Humada B.V. Netherlands No No No Cash Company ING Prena B.V. Hypothecair Belang Netherlands No No No Hypotheek/Mortgage bank Westland/Utrecht Gaasperdam I N.V. Hypotheekbank N.V. Hypotheekbank Maatschappij Netherlands No No No Hypotheek/Mortgage bank Westlandsche voor Hypothecaire Crediet Hypotheek N.V. N.V. Hypotheekbank voor Netherlands No No No Hypotheek/Mortgage bank Algeeene Nederland II N.V. Waarborgmaatschappij N.V. Hypotheekbank voor Netherlands No No No Hypotheek/Mortgage bank Algemeene Nederland N.V. Waarborgmaatschappij N.V. I.R.G. S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. IB Holdings LLC United States No No No Holding ReliaStar Financial of America Coporation Ibing C.V. Netherlands No No No Real Estate Exploitation MBO Vastgoed Lease B.V. ICC Heller Ltd. Ireland No No No Factoring NMB-Heller Holding N.V. Idaval s.a. France No No No Financial Services Banque Bruxelles Lambert France s.a. Idrax Holding Ltd. United Kingdom No No No Financial Services Bank Brussel Lambert N.V. Iena Vastgoed B.V. Netherlands No No No Real Estate Management BOZ B.V. Iepe Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. IFG Advisory Services, United States No No Yes Investment advisory Investors Financial Inc. of America Group, Inc. IFG Advisory, Inc. United States No No No Insurance Agency Investors Financial of America Group, Inc. IFG Agency of Ohio, Inc. United States No No No Insurance Agency IFG Insurance of America Services, Inc. IFG Agency, Inc. United States No No No Insurance Agency Investors Financial of America Group, Inc. IFG Brokerage Corp. United States No No No Insurance Agency Investors Financial of America Group, Inc. IFG Insurance Agency of United States No No No Insurance Agency IFG Agency, Inc. Massachusetts, Inc. of America IFG Insurance Agency of United States No No No Insurance Agency IFG Agency, Inc. Oklahoma, Inc. of America IFG Insurance Agency of United States No No No Insurance Agency IFG Agency, Inc. Texas, Inc. of America IFG Insurance Services of United States No No No Insurance Agency IFG Agency, Inc. Alabama, Inc. of America IFG Insurance Services, United States No No No Insurance Agency Investors Financial Inc. of America Group, Inc. IFG Network Securities, United States Yes No No Stock Brokerage Investors Financial Inc. of America Planning, Inc. IFG Network, Inc. United States No No No Insurance Agency Investors Financial of America Group, Inc. IFG Services, LLC United States No No No Insurance Broker Investors Financial of America Group, Inc. IFSC Germany No No No Lease ING Lease Beteiligungsgesellschaft Deutschland GmbH GmbH IJburg Tjalk B.V. Netherlands No No No Real Estate: General ING Vastgoed Ontwikkeling B.V. Imbricata B.V. Netherlands No No No Cash Company ING Prena B.V. Immo "De Hertoghe" N.V. Belgium No No No Real Estate: General Fiducre SA - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Hilschip B.V. 100.00 Hoftoren Vastgoed B.V. 100.00 Hoftoren Vastgoed 100.00 Grond B.V. Hoftoren Vastgoed 100.00 Holding B.V. Hoge Erasmus V.O.F. 50.00 Hogebo B.V. 100.00 Holding J.W.G. 100.00 Huijbregts B.V. Holding Schildersbedrijf 100.00 West-Friesland B.V. Holding Schuiling B.V. 94.00 Holendrecht 100.00 Gemeenschappelijk Beheer B.V. Holendrecht Parking B.V. 100.00 Hollandsche Hypotheekbank 100.00 N.V. Hollandse Poort B.V. 100.00 Hondero B.V. 100.00 Honesto B.V. - Hoogoorddreef I B.V. 100.00 Hope B.V. 100.00 Hospitalet 49.90 Houdstermaatschappij 100.00 Pfennings-Noten B.V. Huei-Hong Securities 20.00 Co. Ltd. Humada B.V. 100.00 Hypothecair Belang 100.00 Gaasperdam I N.V. Hypotheekbank Maatschappij 100.00 voor Hypothecaire Crediet N.V. Hypotheekbank voor 100.00 Nederland II N.V. Hypotheekbank voor 100.00 Nederland N.V. I.R.G. S.A. 24.49 IB Holdings LLC 100.00 Ibing C.V. 100.00 ICC Heller Ltd. 50.00 Idaval s.a. 100.00 Idrax Holding Ltd. 100.00 Iena Vastgoed B.V. 100.00 Iepe Poort B.V. 100.00 IFG Advisory Services, 100.00 Inc. IFG Advisory, Inc. 100.00 IFG Agency of Ohio, Inc. 100.00 IFG Agency, Inc. 100.00 IFG Brokerage Corp. 100.00 IFG Insurance Agency of 100.00 Massachusetts, Inc. IFG Insurance Agency of 100.00 Oklahoma, Inc. IFG Insurance Agency of 100.00 Texas, Inc. IFG Insurance Services of 100.00 Alabama, Inc. IFG Insurance Services, 100.00 Inc. IFG Network Securities, 100.00 Inc. IFG Network, Inc. 100.00 IFG Services, LLC 100.00 IFSC 100.00 Beteiligungsgesellschaft GmbH IJburg Tjalk B.V. 50.00 ING Vastgoed 50.00 B B.V. Imbricata B.V. 100.00 Immo "De Hertoghe" N.V. 20.00 De 80.00 Vaderlandsche N.V.
23
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Immo Globe s.a. S.A. 50000655 100.00 Avenue Marnix 24 1000 Brussels Immo Management S.A. 10000580 100.00 Brussel Services s.a. Immo Property Den B.V. 40000169 - Schenkkade 65 2595 AS Den Haag Bosch B.V. Immo Property B.V. 40000168 - Schenkkade 65 2595 AS Den Haag International B.V. Immo Property B.V. 40000167 - Schenkkade 65 2595 AS Den Haag Nederland B.V. Immo Property B.V. 40000172 100.00 Schenkkade 65 2595 AS Den Haag Tripolis B B.V. Immo Property Zwolle B.V. B.V. 40000170 - Schenkkade 65 2595 AS Den Haag Immobililere du Carre S.A. S.A. 50000699 100.00 Rue des Carmes 28/32 4000 Liege Immocarmes s.a. S.A. 20002074 100.00 Rue des Carmes 28/32 4000 Liege Immogerance S.A.R.L. S.A. 10000554 100.00 153, Rue de Courcelles 75817 Paris Immoklaar S.A. N.V. 50000694 84.56 Avenue Marnix 24 1000 Brussels Immomanda s.a. S.A. 20002097 100.00 Avenue Marnix 24 1000 Bruxelles Imocumpre ? 40000060 - Lugar do Espido, Via Norte 4471 Maia Codex Apartado 197 Impercia B.V. B.V. 20001621 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Incassobureau Fiditon B.V. B.V. 20000671 100.00 Orlyplein 143 1043 DV Amsterdam Indiana Insurance Company Inc. 10001395 100.00 Indianapolis Indonea B.V. B.V. 20001246 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Industrie-Beteiligungs- GmbH 50000775 97.09 Gesellschaft mbH Industry Retirement Ltd. 10001518 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Info- und GmbH 20000816 100.00 Mainz Beratungsunternehmen GmbH ING (Antilles) portfolio Ltd. 20001710 100.00 Kaya Jombi Mensing 14 Curacao management N.V. ING (U.S.) Capital Corp 20001705 100.00 135 East 57th Street NY 10022 New York Financial Holdings LLC ING (U.S.) Capital LLC LLC 20001707 100.00 135 East 57th Street NY 10022 New York ING (U.S.) Financial Corp. 20001500 100.00 135 East 57th Street NY 10022 New York Holdings Corporation ING (U.S.) Financial Corp. 20000984 100.00 135 East 57th Street NY 10022 New York Services Corporation ING (U.S.) Funding Corp. 20001065 100.00 135 East 57th Street NY 10022 New York Corporation ING (U.S.) Investment Corp. 20002039 100.00 135 East 57th Street NY 10022 New York Corporation ING (U.S.) Real Estate Inc. 20001762 100.00 11100 Santa Monica BLVD S 90025 Los Angeles Investors, inc 500 ING Administration Pty Ltd Ltd. 50000349 100.00 Level 13, 347 Kent Street NSW 2000 Sydney ING Agaathbank I B.V. B.V. 20002375 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Agaathbank II B.V. B.V. 20002376 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Agaathbank III B.V. B.V. 20002377 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Agaathbank IV B.V. B.V. 20002378 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Agaathbank V B.V. B.V. 20002379 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Agenzia Assicurativa S.p.A 50000958 100.00 Via Tortona, 33 20144 Milano S.p.A ING Aircraft Lease B.V. B.V. 20000653 100.00 Karspeldreef 14 1000 BZ Amsterdam Zuidoost ING AM Insurance Companies B.V. 10000002 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag B.V. ING AM Interfinance B.V. 1000829 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag Services B.V. ING America Equities, Inc. Inc. 10001457 100.00 1290 Broadway CO 80203 Denver (Co.) ING America Insurance Inc. 10000879 100.00 100 N. Market Street, DE 19801 Wilmington (Del.) Holdings, Inc. Suite 780 ING America Life Inc. 10000876 100.00 5780 Powers Ferry Road, GA 30327-4390 Atlanta (Ga.) Corporation N.W. ING Asia Holdings B.V. B.V. 20001046 100.00 Drentestraat 24 1083 HK Amsterdam ING Asia/Pacific Limited Ltd. 50000397 100.00 39/F One International Central Hong Kong Finance Centre, 1 Harbour View Street ING Asset Management Ltd. 20000909 100.00 50 Raffles Place, Shell 104 048 616 Singapore (Singapore) Ltd. Tower ING Asset Management B.V. B.V. 10000021 100.00 Beatrixlaan 35 2595 AK Den Haag ING Asset Management B.V. 10000297 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holdings B.V. ING Australia Ltd. 10000891 100.00 347 Kent Street NSW 2000 Sydney Holdings Ltd. ING Australia Limited Ltd. 10000860 100.00 Level 13, 347 Kent Street NSW 2000 Sydney ING Bank (Australia) Ltd. 50000480 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited ING Bank (Belgium) N.V. 20000327 100.00 De Lignestraat 1 B-1000 Brussel N.V./S.A. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Immo Globe s.a. Belgium No No No Real Estate Exploitation Bank Brussel Lambert N.V. Immo Management Belgium No No No Real Estate: General ING Real Estate Asset Services s.a. Management Europe B.V. Immo Property Den Netherlands No No No Real Estate: General ? Bosch B.V. Immo Property Netherlands No No No Real Estate: General ? International B.V. Immo Property Netherlands No No No Real Estate: General ? Nederland B.V. Immo Property Netherlands No No No Real Estate: General ING Vastgoed Tripolis B B.V. Belegging B.V. Immo Property Zwolle B.V. Netherlands No No No Real Estate: General ? Immobililere du Carre S.A. Belgium No No No Real Estate Exploitation Immocarmes s.a. Immocarmes s.a. Belgium No No No Real Estate Exploitation Bank Brussel Lambert N.V. Immogerance S.A.R.L. France No No No Real Estate: General ING Real Estate Asset Management Europe B.V. Immoklaar S.A. Belgium No No No Caisse Privee Banque N.V. Immomanda s.a. Belgium No No No Service Company Bank Brussel Lambert N.V. Imocumpre Portugal No No No Real Estate: General ? Impercia B.V. Netherlands No No No Cash Company ING Prena B.V. Incassobureau Fiditon B.V. Netherlands No No No Debt Collecting InterAdvies N.V. Indiana Insurance Company United States No No No Insurance: General ING U.S. P&C of America Corporation Indonea B.V. Netherlands No No No Cash Company ING Prena B.V. Industrie-Beteiligungs- Germany No No No Holding BHF-BANK AG Gesellschaft mbH Industry Retirement Australia No No No Trust-Nominee Company Armstrong Jones Life Limited Assurance Limited Info- und Germany No No No Trade-information Heller GmbH Beratungsunternehmen GmbH Services ING (Antilles) portfolio Netherlands No No No Trust-Nominee Company Ingress N.V. management N.V. Antilles ING (U.S.) Capital United States No No No Holding ING (U.S.) Financial Financial Holdings LLC of America Holdings Corporation ING (U.S.) Capital LLC United States No No No Investment Bank ING (U.S.) Capital of America Financial Holdings LLC ING (U.S.) Financial United States No No No Holding ING Bank N.V. Holdings Corporation of America ING (U.S.) Financial United States No No No Financial Services ING (U.S.) Financial Services Corporation of America Holdings Corporation ING (U.S.) Funding United States No No No Funding ING Bank N.V. Corporation of America ING (U.S.) Investment United States No No No Investment Fund ING (U.S.) Capital LLC Corporation of America ING (U.S.) Real Estate United States No No No Real Estate Management ING Baring (U.S.) Investors, inc of America Capital LLC ING Administration Pty Ltd Australia No No No Dormant Company Armstrong Jones Management Pty Limited ING Agaathbank I B.V. Netherlands No No No Financial Services Westland/Utrecht Hypotheekbank N.V. ING Agaathbank II B.V. Netherlands No No No Financial Services Westland/Utrecht Hypotheekbank N.V. ING Agaathbank III B.V. Netherlands No No No Financial Services Westland/Utrecht Hypotheekbank N.V. ING Agaathbank IV B.V. Netherlands No No No Financial Services Westland/Utrecht Hypotheekbank N.V. ING Agaathbank V B.V. Netherlands No No No Financial Services Westland/Utrecht Hypotheekbank N.V. ING Agenzia Assicurativa Italy No No No Service Company ING Sviluppo S.p.A Finanziaria S.p.A. ING Aircraft Lease B.V. Netherlands No No No Holding ING Lease Holding N.V. ING AM Insurance Companies Netherlands No No No Asset Management ING Investment B.V. Management (Europe) B.V. ING AM Interfinance Netherlands No No No Asset Management ING Investment Services B.V. Management (Europe) B.V. ING America Equities, Inc. United States Yes No No Stockbrokerage Security Life of of America Denver Insurance Company ING America Insurance United States No No No Holding ING Insurance Holdings, Inc. of America International B.V. ING America Life United States No No No Holding ING America Insurance Corporation of America Holdings, Inc. ING Asia Holdings B.V. Netherlands No No No Holding ING Insurance International B.V. ING Asia/Pacific Limited Hong Kong No No No Holding ING Insurance International B.V. ING Asset Management Singapore No No Yes Financial Services ING Merchant Bank (Singapore) Ltd. (Singapore) Limited ING Asset Management B.V. Netherlands No No Yes Asset Management ING Investment Management (Europe) B.V. ING Asset Management Netherlands No No No Holding ING Groep N.V. Holdings B.V. ING Australia Australia No No No Holding ING Insurance Holdings Ltd. International B.V. ING Australia Limited Australia No No No Holding ING Australia Holdings Ltd. ING Bank (Australia) Australia No No No General Bank ING Bank N.V. Limited ING Bank (Belgium) Belgium Yes General Bank Bank Brussel N.V./S.A. Lambert N.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Immo Globe s.a. 100.00 Immo Management 99.00 Arnhem 1.00 Services s.a. Staete B.V. Immo Property Den - Bosch B.V. Immo Property - International B.V. Immo Property - Nederland B.V. Immo Property 100.00 Tripolis B B.V. Immo Property Zwolle B.V. - Immobililere du Carre S.A. 100.00 Immocarmes s.a. 100.00 Immogerance S.A.R.L. 98.00 ING Vastgoed 2.00 B.V. Immoklaar S.A. 84.65 Immomanda s.a. 100.00 Imocumpre Impercia B.V. 100.00 Incassobureau Fiditon B.V. 100.00 Indiana Insurance Company 100.00 Indonea B.V. 100.00 Industrie-Beteiligungs- 97.09 Gesellschaft mbH Industry Retirement 100.00 Limited Info- und 100.00 Beratungsunternehmen GmbH ING (Antilles) portfolio 100.00 management N.V. ING (U.S.) Capital 100.00 Financial Holdings LLC ING (U.S.) Capital LLC 100.00 ING (U.S.) Financial 100.00 Holdings Corporation ING (U.S.) Financial 100.00 Services Corporation ING (U.S.) Funding 100.00 Corporation ING (U.S.) Investment 100.00 Corporation ING (U.S.) Real Estate 100.00 Investors, inc ING Administration Pty Ltd 100.00 ING Agaathbank I B.V. 100.00 ING Agaathbank II B.V. 100.00 ING Agaathbank III B.V. 100.00 ING Agaathbank IV B.V. 100.00 ING Agaathbank V B.V. 100.00 ING Agenzia Assicurativa 100.00 S.p.A ING Aircraft Lease B.V. 100.00 ING AM Insurance Companies 100.00 B.V. ING AM Interfinance 100.00 Services B.V. ING America Equities, Inc. 100.00 ING America Insurance 100.00 Holdings, Inc. ING America Life 100.00 Corporation ING Asia Holdings B.V. 100.00 ING Asia/Pacific Limited 99.00 Nationale- 1.00 Nederlanden Intertrust B.V. ING Asset Management 100.00 (Singapore) Ltd. ING Asset Management B.V. 100.00 ING Asset Management 100.00 Holdings B.V. ING Australia 100.00 Holdings Ltd. ING Australia Limited 100.00 ING Bank (Australia) 100.00 Limited ING Bank (Belgium) 100.00 N.V./S.A.
24
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Bank (Eurasia) N.V. 20000973 100.00 80 Leningradskyi Prospekt 125178 Moscow ING Bank (Eurasia) USD N.V. 70.00 80 Leningradskyi Prospekt 125178 Moscow gedeelte ING Bank (France) S.A. S.A. 50000597 100.00 Rue du Faubourg Saint 75008 Paris Honore 89/91 ING Bank (Hungary) Rt. Ltd. 20000421 100.00 Vaci ut. 35 H-1134 Budapest ING Bank (Luxembourg) S.A. S.A. 20000271 100.00 224, Route d'Arlon L-8010 Str Luxemburg ING Bank (Mexico), S.A. S.A. 50000871 100.00 Bosque de Alisos 45-B 4th 05120 Mexico City Floor, Colonia Bosques de las Lomas ING Bank (Schweiz) A.G. A.G. 20000117 100.00 P.O. Box 4623 CH-8022 Zurich ING Bank (Uruguay) S.A. S.A. 20000144 100.00 Misiones 1352/1360 11000 Montevideo ING Bank Australia Limited Ltd. 20001071 100.00 347 Kent Street (P.O.Box NSW 2001 Sydney 4094) ING Bank Biotechnologie N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Bank N.V. 50000583 - Y Prinses Beatrixlaan 15 2595 AS Den Haag CommunicatieTechnologie Fonds N.V. ING Bank Corporate B.V. 20000768 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Investments B.V. ING Bank Dutch Fund N.V. N.V. 50000534 - Y Prinses Beatrixlaan 15 2595 AS Den Haag ING Bank Dutch Services N.V. 50000584 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fund N.V. ING Bank Duurzaam N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Rendement Fonds N.V. ING Bank Emerging N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Eastern Fund N.V. ING Bank Euro Obligatie N.V. 50000535 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Bank Europe Fund N.V. N.V. 50000590 - Y Prinses Beatrixlaan 15 2595 AS Den Haag ING Bank European Small N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Caps Fund N.V. ING Bank Farmacie N.V. 50000602 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Bank Financials N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fund N.V. ING Bank Fondsen B.V. 20000339 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beheer B.V. ING Bank Geldmarkt N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Bank Global Custody Ltd. 50000582 100.00 60 London Wall EC2M 5TQ London UK Nominees Limited ING Bank Global Fund N.V. N.V. 50000536 - Y Prinses Beatrixlaan 15 2595 AS Den Haag ING Bank Hoog Dividend N.V. - Y Prinses Beatrixlaan 15 2595 AS Den Haag Aandelen Fonds N.V. ING Bank Hypotheken N.V. N.V. 20001925 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Bank I.T. Fund N.V. N.V. 50000537 - Y Prinses Beatrixlaan 15 2595 AS Den Haag ING Bank Internet N.V. 50000538 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fund N.V. ING Bank Japan Fund N.V. N.V. 50000539 - Y Prinses Beatrixlaan 15 2595 AS Den Haag ING Bank Mezzaninefonds N.V. 20001749 100.00 Bijlmerplein 888 1102 MG Amsterdam B.V. ING Bank N.V. N.V. 20000001 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING Bank North America N.V. 50000540 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fund N.V. ING Bank Obligatie N.V. 50000541 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Bank of Australia Ltd. Ltd. 20001071 100.00 347 Kent Street NSW 2000 Sydney ING Bank of Canada Ltd. 20001512 100.00 20 queen Street West 0 Suite 2102 Toronto ING Bank Onroerend Goed N.V. 50000542 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Aandelen Fonds N.V. ING Bank Participatie B.V. 20000774 100.00 Bijlmerplein 888 1102 MG Amsterdam PPM B.V. Zuid-Oost ING Bank Rentegroei Fonds N.V. 50000605 - Y Prinses Beatrixlaan 15 2595 AS Den Haag N.V. ING Bank Slaski S.A. S.A. 20001000 69.70 Ul. Sokolska 34 40-086 Katowice ING Bank Spaardividend B.V. 20000731 100.00 Haaksbergeweg 4 1101 BX Amsterdam Fonds Beheer B.V. ING Bank Ukraine ? 20001774 100.00 28 Kominterna, 5th Floor 252032 Kiev ING Bank Vastgoed N.V. 40000130 100.00 Schenkkade 65 2595 AS Den Haag Fonds B.V. ING Bank Vastgoed B.V. 20000748 100.00 Bijlmerplein 888 1102 MG Amsterdam Management B.V. ING Bank Verre Oosten B.V. 50000544 - Y Prinses Beatrixlaan 15 2595 AS Den Haag Fonds N.V. ING Baring (Malaysia) Berhad 50000399 100.00 No.8 Jalan Sultan Ismail, 50250 Kuala Lumpur Sdn Bhd Letter Box No. 39 ING Baring (Mexico), S.A. 50000872 100.00 Bosque de Alisos 45-B 4th 05120 Mexico City S.A. de C.V. Floor, Colonia Bosques de las Lomas ING Baring (U.S.) Corp. 20001735 100.00 135 East 57th Street NY 10022 New york Capital LLC ING Baring (U.S.) Capital LLC 20001734 100.00 1325 Avenue of the NY 10019 New York Markets LLC Americas ING Baring (U.S.) Corp 20001732 100.00 135 East 57th Street NY 10022 New York Financial Holdings LLC - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Bank (Eurasia) Russia Yes Yes Stockbrokerage ING Bank N.V. ING Bank (Eurasia) USD Russia No No No General Bank ING Bank N.V. gedeelte ING Bank (France) S.A. France Yes No No General Bank Bank Brussel Lambert N.V. ING Bank (Hungary) Rt. Hungary No No No General Bank ING Bank N.V. ING Bank (Luxembourg) S.A. Luxemburg No No No General Bank ING Verwaltung (Deutschland) Gmbh A.G. ING Bank (Mexico), S.A. Mexico No No No General Bank ING Baring Grupo Financiero (Mexico) S.A. de C.V. ING Bank (Schweiz) A.G. Switzerland No No No General Bank ING Bank N.V. ING Bank (Uruguay) S.A. Uruguay No No No General Bank ING Bank N.V. ING Bank Australia Limited Australia Yes General Bank ING Bank N.V. ING Bank Biotechnologie Netherlands No No No Investment Fund ? Fonds N.V. ING Bank Netherlands No No No Investment Fund ? CommunicatieTechnologie Fonds N.V. ING Bank Corporate Netherlands No No No Investment Banking ING Bank N.V. Investments B.V. ING Bank Dutch Fund N.V. Netherlands No No No Investment Fund ? ING Bank Dutch Services Netherlands No No No Investment Fund ? Fund N.V. ING Bank Duurzaam Netherlands No No No Investment Fund ? Rendement Fonds N.V. ING Bank Emerging Netherlands No No No Investment Fund ? Eastern Fund N.V. ING Bank Euro Obligatie Netherlands No No No Investment Fund ? Fonds N.V. ING Bank Europe Fund N.V. Netherlands No No No Investment Fund ? ING Bank European Small Netherlands No No No Investment Fund ? Caps Fund N.V. ING Bank Farmacie Netherlands No No No Investment Fund ? Fonds N.V. ING Bank Financials Netherlands No No No Investment Fund ? Fund N.V. ING Bank Fondsen Netherlands No No No Management Company ING Bank N.V. Beheer B.V. (general) ING Bank Geldmarkt Netherlands No No No Investment Fund ? Fonds N.V. ING Bank Global Custody United Kingdom No No No Custody ING Bank N.V. UK Nominees Limited ING Bank Global Fund N.V. Netherlands No No No Investment Fund ? ING Bank Hoog Dividend Netherlands No No No Investment Fund ? Aandelen Fonds N.V. ING Bank Hypotheken N.V. Netherlands No No No Hypotheek/Mortgage bank Utrechtse Hypotheekbank N.V. ING Bank I.T. Fund N.V. Netherlands No No No Investment Fund ? ING Bank Internet Netherlands No No No Investment Fund ? Fund N.V. ING Bank Japan Fund N.V. Netherlands No No No Investment Fund ? ING Bank Mezzaninefonds Netherlands No No No Venture Capital ING Bank Corporate B.V. Investments B.V. ING Bank N.V. Netherlands Yes No Yes General Bank ING Groep N.V. ING Bank North America Netherlands No No No Investment Fund ? Fund N.V. ING Bank Obligatie Netherlands No No No Investment Fund ? Fonds N.V. ING Bank of Australia Ltd. Australia No No No General Bank ING Bank N.V. ING Bank of Canada Canada No No No General Bank ING Bank N.V. ING Bank Onroerend Goed Netherlands No No No Investment Fund ? Aandelen Fonds N.V. ING Bank Participatie Netherlands No No No Venture Capital ING Bank Corporate PPM B.V. Investments B.V. ING Bank Rentegroei Fonds Netherlands No No No Investment Fund ? N.V. ING Bank Slaski S.A. Poland Yes Yes No General Bank ING Bank N.V. ING Bank Spaardividend Netherlands No No No Investment Company ING Bank N.V. Fonds Beheer B.V. ING Bank Ukraine Ukraine Yes No No General Bank ING Bank N.V. ING Bank Vastgoed Netherlands No No No Investment Company ING Bank N.V. Fonds B.V. ING Bank Vastgoed Netherlands No No No Management Company ING Bank N.V. Management B.V. (general) ING Bank Verre Oosten Netherlands No No No Investment Fund ? Fonds N.V. ING Baring (Malaysia) Malaysia Yes No Yes Brokerage ING Baring Securities Sdn Bhd (Singapore) Pte Ltd ING Baring (Mexico), Mexico No No No General Bank ING Baring Grupo S.A. de C.V. Financiero (Mexico) S.A. de C.V. ING Baring (U.S.) United States No No No Custody ING Baring (U.S.) Capital LLC of America Financial Holdings LLC ING Baring (U.S.) Capital United States No No No Brokerage ING Baring (U.S.) Markets LLC of America Financial Holdings LLC ING Baring (U.S.) United States No No No Holding ING (U.S.) Financial Financial Holdings LLC of America Holdings Corporation - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Bank (Eurasia) 100.00 ING Bank (Eurasia) USD 70.00 gedeelte ING Bank (France) S.A. 100.00 ING Bank (Hungary) Rt. 100.00 ING Bank (Luxembourg) S.A. 100.00 ING Bank (Mexico), S.A. 100.00 ING Bank (Schweiz) A.G. 100.00 ING Bank (Uruguay) S.A. 100.00 ING Bank Australia Limited 100.00 ING Bank Biotechnologie - Fonds N.V. ING Bank - CommunicatieTechnologie Fonds N.V. ING Bank Corporate 100.00 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. - ING Bank European Small - Caps Fund N.V. ING Bank Farmacie - Fonds N.V. ING Bank Financials - Fund N.V. ING Bank Fondsen 100.00 Beheer B.V. ING Bank Geldmarkt - Fonds N.V. ING Bank Global Custody 100.00 UK Nominees Limited ING Bank Global Fund N.V. - ING Bank Hoog Dividend - Aandelen Fonds N.V. ING Bank Hypotheken N.V. 100.00 ING Bank I.T. Fund N.V. - ING Bank Internet - Fund N.V. ING Bank Japan Fund N.V. - ING Bank Mezzaninefonds 100.00 B.V. ING Bank N.V. 100.00 ING Bank North America - Fund N.V. ING Bank Obligatie - Fonds N.V. ING Bank of Australia Ltd. 100.00 ING Bank of Canada 100.00 ING Bank Onroerend Goed - Aandelen Fonds N.V. ING Bank Participatie 100.00 PPM B.V. ING Bank Rentegroei Fonds - N.V. ING Bank Slaski S.A. 54.98 ING Bank Spaardividend 100.00 Fonds Beheer B.V. ING Bank Ukraine 100.00 ING Bank Vastgoed 100.00 Fonds B.V. ING Bank Vastgoed 100.00 Management B.V. ING Bank Verre Oosten - Fonds N.V. ING Baring (Malaysia) 100.00 Sdn Bhd ING Baring (Mexico), 100.00 S.A. de C.V. ING Baring (U.S.) 100.00 Capital LLC ING Baring (U.S.) Capital 100.00 Markets LLC ING Baring (U.S.) 100.00 Financial Holdings LLC
25
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Baring Capital A.S. 20001070 100.00 Pobrezni 3 186 00 Praha 8 Markets (C.R.), a.s. ING Baring Chile Limitada Ltd.a 20001310 100.00 Av Nueva Tajamar 481 Las Condes Santiago de Chile ING Baring Far East Ltd. 20001397 100.00 8F Three Exchange Square Hong Kong Nominees Limited ING Baring Financial unLtd. 20001208 100.00 60 London Wall EC2M 5TQ London Products ING Baring Futures & Ltd. 50001002 100.00 75, King William Street EC4N 7EE London Options (U.K.) Limited ING Baring Futures & Ltd. 50001003 100.00 75, King William Street EC4N 7EE London Options (U.K.) Trustee Limited ING Baring Grupo S.A. 20001731 100.00 Bosque de Alisos no 45-B 5120 Bosques de las Financiero (Mexico) Lomas S.A. de C.V. ING Baring Holding B.V. 20001159 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Nederland B.V. ING Baring Holding Ltd. 50000578 100.00 60, London Wall EC2M 5TQ London Services Limited ING Baring Holdings Ltd. 20001257 100.00 60 London Wall EC2M 5TQ London Limited ING Baring Institutional & B.V. 20001039 100.00 Bijlmerplein 888 1102 MG Amsterdam Government Advisory Services B.V. ING Baring International Ltd. 20001306 48.60 130-132 Wireless Road 10330 Bangkok Advisers Limited ING Baring International Ltd. 20001307 100.00 9 Raffles Place #19-01, 48619 Singapore Pte Ltd. Rep.Pl ING Baring Investment ZAO 20001456 100.00 80A, Leningradsky prospect 125178 Moscow (Eurasia) ZAO ING Baring Japan Ltd. 50000616 100.00 Services Limited ING Baring Management Ltd. 20001301 100.00 9 Raffles Place, #19-01 48619 Singapore Services Pte Ltd. Rep.Pl ING Baring Nominees Ltd. 20001320 100.00 9 Raffles Place, #19-01 48619 Singapore (Singapore) Pte Ltd. Rep.Pl ING Baring Operational Ltd. 20001385 100.00 8, Connaught Place, Hong Kong Services (Taiwan) Limited Central ING Baring Pension Ltd. 50000579 100.00 60, London Wall EC2M 5TQ London Trustee Limited ING Baring Research Bhd. 20001321 100.00 Menara 1MC, Letter Box no 50250 Kuala Lumpur (Malaysia) Sdn. Bhd. 39 ING Baring Research Ltd. 20001399 100.00 8f Three Exchange Square, Hing Kong Limited & Co ING Baring Securities Ltd.a 20001311 100.00 Carrera 7, No. 71-52, Santa Fe de Bogota (Andean Pact) Ltda. Torre A ING Baring Securities ZAO 50000316 100.00 80A, Leningradsky prospect 125178 Moscow (Eurasia) ZAO ING Baring Securities S.A. 20001395 100.00 21 Boulevard de la 75001 Paris (France ) S.A. Madeleine ING Baring Securities Ltd. 20001315 100.00 Three Exchange Square 8/F Hong Kong (Hong Kong) Ltd. ING Baring Securities Rt 20001031 100.00 Andrassy ut 9 1061 Budapest (Hungary) Rt. ING Baring Securities Ltd. 20001323 56.25 15 Flr. Bhavan Nariman 400 021 Mumbai (India) Pvt. Ltd. Point ING Baring Securities Ltd. 20001316 100.00 New Otani Garden Court 4-1 102 Kioi-Cho Chiyoda- (Japan) Limited ku Tokyo ING Baring Securities Ltd. 20001386 100.00 8, Connaught Place, Hong kong (Overseas) Ltd. Central ING Baring Securities Inc. 20001318 100.00 Ayala Tower 20F Paseo de 1226 Makati City (Philippines) inc. Roxas ING Baring Securities B.V. 20000387 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost (Poland) Holding B.V. ING Baring Securities S.A. 20001770 100.00 11-13, Kiseleff Sos, Bucharest (Romania) S.A. Sector 1 ING Baring Securities Ltd. 20001319 100.00 9 Raffles Place, #19-01 48619 Singapore (Singapore) Pte Ltd Rep.Pl ING Baring Securities ocpas 20001054 100.00 Palisady 36 Bratislava (Slovakia), o.c.p.a.s. ING Baring Securities Ltd. 20001387 100.00 115 Min Sheng East Rd., ICE Taipei (Taiwan) Limited (SICE) Sec 3 ING Baring Securities Ltd. 20002004 70.00 130-132 Wireless Road, 10330 Bangkok (Thailand) Limited Lumpini, Pathunwan ING Baring Securities S.A. 20001312 100.00 Ingeniero Butty, 220 Piso 1006 Buenos Aires Argentina S.A. 21 ING Baring Securities Ltd. 20001411 100.00 8th Floor Three Exchange Central Hong Kong Management Services Square, 8 Connaught Place (Hong Kong) Ltd ING Baring Securities Ltd. 50001063 51.00 MT Khan Road, PNSC 74000 Karachi Pakistan (Private) Limited Building ING Baring Securities Ltd. 20001738 100.00 60 London Wall EC 2M 5tQ London Services Limited ING Baring Services Ltd. 20001295 100.00 60 London Wall EC2M 5TQ London (Eastern Europe) Limited ING Baring Services Ltd. 20001262 100.00 60 London Wall EC2M 5TQ London Limited ING Baring Sociedad de S.A. 20000422 100.00 25 de Mayo 140, 18th Floor 1002 Buenos Aires Bolsa (Argentina), S.A. ING Baring South Africa Ltd. 20001421 100.00 60 London Wall EC2M 5TQ London Limited ING Baring U.K. Holdings Ltd. 50001068 100.00 60 London Wall EC2M 5TQ London Limited ING Barings (Chantal One) Ltd. 50000613 100.00 60 London Wall EC2M 5TQ London Ltd. ING Barings (Chantal Two) Ltd. 50000614 100.00 60 London Wall EC2M 5TQ London Ltd. ING Barings (Espana) S.A. S.A. 50000998 100.00 Montalban 7, 5th floor 28014 Madrid ING Barings (London) Ltd. 20001263 100.00 60 London Wall EC2M 5TQ London Limited ING Barings Corp. Inc. 20001736 100.00 1325 Avenue of the NY10019 New York - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Baring Capital Czech Republic Yes No Stockbrokerage ING Bank N.V. Markets (C.R.), a.s. ING Baring Chile Limitada Chile No No No Miscellaneous Barsec (International) Limited ING Baring Far East Hong Kong No No No Trust Company ING Baring Securities Nominees Limited (Hong Kong) Ltd ING Baring Financial United Kingdom Yes Brokerage ING Bank N.V. Products ING Baring Futures & United Kingdom Yes Yes No Stockbrokerage ING Bank N.V. Options (U.K.) Limited ING Baring Futures & United Kingdom No No No Custody ING BARING FUTURES & Options (U.K.) Trustee OPTIONS (U.K.) LIMITED Limited ING Baring Grupo Mexico Yes Yes No Brokerage ING (U.S.) Financial Financiero (Mexico) Services Corporation S.A. de C.V. ING Baring Holding Netherlands Yes No Brokerage ING Bank N.V. Nederland B.V. ING Baring Holding United Kingdom No No No Holding ING Baring Services Limited Holdings Limited ING Baring Holdings United Kingdom Yes No No Brokerage ING Baring Holding Limited Nederland B.V. ING Baring Institutional & Netherlands No No No Consultancy ING Bank N.V. Government Advisory Services B.V. ING Baring International Thailand No No No Investment Consultant Barsec (International) Advisers Limited Limited ING Baring International Singapore No No No Service Company Barsec (International) Pte Ltd. Limited ING Baring Investment Russia Yes No No Stockbrokerage ING Bank N.V. (Eurasia) ZAO ING Baring Japan Cayman Islands No No No Service Company ING Baring Holding Services Limited Nederland B.V. ING Baring Management Singapore No No No Service Company INGB Dormant Holding Services Pte Ltd. Company Limited ING Baring Nominees Singapore No No No Trust Company ING Baring Securities (Singapore) Pte Ltd. (Singapore) Pte Ltd ING Baring Operational Hong Kong Yes No No Stockbrokerage Barsec (International) Services (Taiwan) Limited Limited ING Baring Pension United Kingdom No No No Holding ING Baring Holdings Trustee Limited Limited ING Baring Research Malaysia No No No Investment Consultant ING Baring Securities (Malaysia) Sdn. Bhd. (Singapore) Pte Ltd ING Baring Research Hong Kong No No No Investment Consultant INGB Dormant Holding Limited Company Limited ING Baring Securities Colombia No No No Investment Consultant ING Barings Limited (Andean Pact) Ltda. ING Baring Securities Russia Yes Yes No brokerage ING Bank N.V. (Eurasia) ZAO ING Baring Securities France Yes Stockbrokerage Barsec (International) (France ) S.A. Limited ING Baring Securities Hong Kong Yes Yes Stockbrokerage Barsec (International) (Hong Kong) Ltd. Limited ING Baring Securities Hungary Yes No Stockbrokerage ING Bank N.V. (Hungary) Rt. ING Baring Securities India Yes No Stockbrokerage ING Barings India (India) Pvt. Ltd. Private Limited ING Baring Securities Japan Yes Yes No Stockbrokerage ING Baring Holding (Japan) Limited Nederland B.V. ING Baring Securities Hong Kong Yes No No Stockbrokerage INGB Dormant Holding (Overseas) Ltd. Company Limited ING Baring Securities Philippines Yes Stockbrokerage Barsec (International) (Philippines) inc. Limited ING Baring Securities Netherlands Yes No Holding ING Bank N.V. (Poland) Holding B.V. ING Baring Securities Rumania Yes No No Stockbrokerage ING Bank N.V. (Romania) S.A. ING Baring Securities Singapore Yes No No Stockbrokerage Barsec (International) (Singapore) Pte Ltd Limited ING Baring Securities Slovakia Yes Yes Stockbrokerage ING Bank N.V. (Slovakia), o.c.p.a.s. ING Baring Securities Taiwan Yes No No Investment Consultant ING Baring Holding (Taiwan) Limited (SICE) Nederland B.V. ING Baring Securities Thailand Yes No No Stockbrokerage ING Baring Holding (Thailand) Limited Nederland B.V. ING Baring Securities Argentina Yes Stockbrokerage Barsec (International) Argentina S.A. Limited ING Baring Securities Hong Kong Yes Stockbrokerage INGB Dormant Holding Management Services Company Limited (Hong Kong) Ltd ING Baring Securities Pakistan No No No Private Banking INGB Securities Pakistan (Private) Limited (International) Holdings Limited ING Baring Securities United Kingdom Yes No No Brokerage ING Baring Holdings Services Limited Limited ING Baring Services United Kingdom No No No Service Company Baring Brothers Limited (Eastern Europe) Limited ING Baring Services United Kingdom No No No Service Company Baring Brothers Limited Limited ING Baring Sociedad de Argentina Yes Stockbrokerage ING Bank N.V. Bolsa (Argentina), S.A. ING Baring South Africa United Kingdom Yes Stockbrokerage Barsec (International) Limited Limited ING Baring U.K. Holdings United Kingdom No No No Holding ING Baring Holding Limited Nederland B.V. ING Barings (Chantal One) United Kingdom No No No Holding ING Baring Holdings Ltd. Limited ING Barings (Chantal Two) United Kingdom No No No Holding ING Barings (Chantal Ltd. One) Ltd. ING Barings (Espana) S.A. Spain No No No Financial Services Barings C.F. Holdings Limited ING Barings (London) United Kingdom No No No Holding Baring Brothers Limited Limited ING Barings Corp. United States Yes No No Brokerage ING (U.S.) Financial of America Holdings Corporation - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Baring Capital 100.00 Markets (C.R.), a.s. ING Baring Chile Limitada 100.00 ING Baring Far East 100.00 Nominees Limited ING Baring Financial 100.00 Products ING Baring Futures & 100.00 Options (U.K.) Limited ING Baring Futures & 100.00 Options (U.K.) Trustee Limited ING Baring Grupo 100.00 Financiero (Mexico) S.A. de C.V. ING Baring Holding 100.00 Nederland B.V. ING Baring Holding 100.00 Services Limited ING Baring Holdings 100.00 Limited ING Baring Institutional & 100.00 Government Advisory Services B.V. ING Baring International 48.60 Advisers Limited ING Baring International 100.00 Pte Ltd. ING Baring Investment 100.00 (Eurasia) ZAO ING Baring Japan 100.00 Services Limited ING Baring Management 100.00 Services Pte Ltd. ING Baring Nominees 100.00 (Singapore) Pte Ltd. ING Baring Operational 100.00 Services (Taiwan) Limited ING Baring Pension 100.00 Trustee Limited ING Baring Research 100.00 (Malaysia) Sdn. Bhd. ING Baring Research 100.00 Limited ING Baring Securities 100.00 (Andean Pact) Ltda. ING Baring Securities 95.00 Management 5.00 (Eurasia) ZAO Services ING Bank B.V. ING Baring Securities 100.00 (France ) S.A. ING Baring Securities 100.00 (Hong Kong) Ltd. ING Baring Securities 100.00 (Hungary) Rt. ING Baring Securities 56.25 (India) Pvt. Ltd. ING Baring Securities 100.00 (Japan) Limited ING Baring Securities 100.00 (Overseas) Ltd. ING Baring Securities 100.00 (Philippines) inc. ING Baring Securities 100.00 (Poland) Holding B.V. ING Baring Securities 100.00 (Romania) S.A. ING Baring Securities 100.00 (Singapore) Pte Ltd ING Baring Securities 100.00 (Slovakia), o.c.p.a.s. ING Baring Securities 100.00 (Taiwan) Limited (SICE) ING Baring Securities 70.00 (Thailand) Limited ING Baring Securities 100.00 Argentina S.A. ING Baring Securities 100.00 Management Services (Hong Kong) Ltd ING Baring Securities 51.00 Pakistan (Private) Limited ING Baring Securities 100.00 Services Limited ING Baring Services 100.00 (Eastern Europe) Limited ING Baring Services 100.00 Limited ING Baring Sociedad de 100.00 Bolsa (Argentina), S.A. ING Baring South Africa 100.00 Limited ING Baring U.K. Holdings 100.00 Limited ING Barings (Chantal One) 100.00 Ltd. ING Barings (Chantal Two) 100.00 Ltd. ING Barings (Espana) S.A. 100.00 ING Barings (London) 100.00 Limited ING Barings Corp. 100.00
26
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Barings Deutschland GmbH 20001380 100.00 Friedrichstrasse 2-6 60323 Frankfurt (GmbH) ING Barings Ecuador S.A. 20001758 100.00 Av. Amazonas 4545 y Quito Casa de Valores S.A. Pereira, Edificio 'Centro Financiero' 6th floor ING Barings France S.A. S.A. 20001260 100.00 49 Avenue d'Iena 75116 Parijs ING Barings India Plc. 20001405 75.00 Nariman Bhavan Nariman 400021 Mumbai Private Limited Point ING Barings Italia SRL S.R.L. 50001049 95.00 Via Brera 3 20121 Milano ING Barings Limited Plc. 20002380 100.00 60 London Wall EC2M 5TQ London ING Barings Peru S.A. S.A. 20001324 100.00 Avenida Camino Real 456 San Isidro Lima ING Barings Private Plc. 20001446 100.00 9th Floor Alexandra House, Central Hong Kong Equity (China) Limited 16 Chater Road ING Barings Southern Plc. 20001322 100.00 West Crescent 2,Merchant 2196 Sandton Africa (proprietary) Place Limited ING Beleggingen B.V. B.V. 10001373 100.00 Schenkkade 65 2595 AS Den Haag ING Bewaar Maatschappij B.V. 10000686 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam I B.V. ING Bewaar Maatschappij B.V. 10000530 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam II B.V. ING Bewaar Maatschappij B.V. 10000537 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam III B.V. ING Bewaar Maatschappij B.V. 10000656 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam IV B.V. ING Bewaar Maatschappij B.V. 10000533 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam V B.V. ING Bewaar Management B.V. B.V. 40000160 100.00 Schenkkade 65 2595 AS den Haag ING BPE (China) Ltd. 20001871 100.00 9th Floor Alexandra House, Central Hong Kong Advisors Limited 16 Chater Road ING Brokers Network LLC LLC 50000900 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 ING BSK Asset S.A. 50000310 100.00 Plac Trzech Krzyzy 10/14 00-499 Warsaw Management S.A. ING BSK Investment S.A. 50000311 100.00 Plac Trzech Krzyzy 10/14 00-499 Warsaw Funds Corporations S.A. ING Canada Holdings, inc. Inc. 10001406 100.00 1300, 321-6 Avenue SW T2P 4W7 Calgary ING Canada inc. Inc. 10000737 100.00 181 University Avenue M5H 3M2 Toronto ING Canada P&C inc. Inc. 10001443 100.00 2450 Rue Girouard Ouest QC J2S 3B3 Saint-Hyacinthe ING Capital Advisors LLC LLC 20001709 100.00 230 Park Avenue, 14th NY 10169 New York floor ING Capital Advisors Corp. 20002042 13.33 135 East 57th Street 10022 New York Portfolio Management Corp. ING Capital Funding I LLC LLC 50000166 100.00 ING Capital Funding II LLC LLC 50000167 100.00 ING Capital Markets (Hong Ltd. 20000161 100.00 16 Chater Road, Central Hong Kong Kong) Limited ING Capital Senior Secured Corp. 20002043 100.00 333 South Grand Avenue, 4250, 9007 Los Angeles High income Fund L.P. Suite ING CHB Security Ltd. 50001039 54.00 16F, no. 460, Hsin Yi 110 Taipei Investments & Trust Road, sec. 4 Company Ltd. ING Clarion Partners Inc. 100.00 335 Madison Avenue NY 10017 New York Holdings, Inc. ING Clarion Realty Inc. 100.00 335 Madison Avenue NY 10017 New York Services Holdings, Inc ING Companhia S.A. 20002338 100.00 8th Floor, Av. Brigadeiro 01451-000 Sao Paulo Securitizadora de Creditos Faria Lima 3064 Financeiros ING Compania de Ltd.a 20000330 100.00 Moneda 970, 13th Floor Santiago de Chile Inversiones y Servicios Limitada ING Consultants Co., Ltd. Ltd. 20000905 65.00 Beijing ING Continental Europe B.V. 10000604 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holdings B.V. ING Core Point LLC 50.00 100 North Tryon Street - NC 28202 Charlotte Associates LLC 47th floor ING Core Point LLC 100.00 100 North Tryon Street - NC 28202 Charlotte Holdings LLC 47th floor ING Corporate Real B.V. 40000022 100.00 Schenkkade 65 2595 AS Den Haag Estate B.V. ING CRA Real Estate Inc. 100.00 335 Madison Avenue NY 10017 New York Securities Holdings, Inc ING CRE Zuiderhof B.V. B.V. 10000506 100.00 Schenkkade 65 2595 AS Den Haag ING Deelnemingen B.V. B.V. 10000013 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING Derivatives Ltd. 20000460 100.00 King William Street 75 EC4N 7EE London (London) Limited ING Direct Funds Limited Ltd. 111 Gordon Baker Road, M2H3R1 Toronto suite 900 ING Direct N.V. N.V. 50000151 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING Direct Securities, Inc. 1 South Orange Street DE 19801 Wilmington, Inc. Delaware ING DUNA Kft 20001447 100.00 Andrassy Ut 9 1061 Budapest INGatlanhasznositc Kft ING Dutch Office Fund for B.V. 50000783 100.00 Schenkkade 65 2595 AS Den Haag Developments Beheer Mij. B.V. ING Dutch Office Fund for B.V. 50000413 100.00 Schenkkade 65 2595 AS Den Haag Developments Bewaar Mij. B.V. ING Dutch Office Fund B.V. 40000156 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Barings Deutschland Germany Yes No No Investment Bank Barings C.F. Holdings (GmbH) Limited ING Barings Ecuador Ecuador Yes Yes No Stockbrokerage ING Bank N.V. Casa de Valores S.A. ING Barings France S.A. France No No No Investment Bank Barings C.F. Holdings Limited ING Barings India India No No No General Bank Barings Mauritius Private Limited Limited ING Barings Italia SRL Italy Yes No No Brokerage Barings C.F. Holdings Limited ING Barings Limited United Kingdom Yes Yes Stockbrokerage ING Baring Holdings Limited ING Barings Peru S.A. Peru No No No Investment Consultant ING Barings Limited ING Barings Private Hong Kong No No No Holding Baring Private Equity Equity (China) Limited Partners (China) Limited ING Barings Southern South Africa Yes Stockbrokerage ING Baring South Africa (proprietary) Africa Limited Limited ING Beleggingen B.V. Netherlands No No No Fund Management ING Groep N.V. ING Bewaar Maatschappij Netherlands No No No Custody ING Investment I B.V. Management Holdings N.V. ING Bewaar Maatschappij Netherlands No No No Custody ING Investment II B.V. Management Holdings N.V. ING Bewaar Maatschappij Netherlands No No No Custody Nationale Nederlanden III B.V. Interfinance B.V. ING Bewaar Maatschappij Netherlands No No No Custody ING Investment IV B.V. Management Holdings N.V. ING Bewaar Maatschappij Netherlands No No No Custody ING Investment V B.V. Management Holdings N.V. ING Bewaar Management B.V. Netherlands No No No Custody ING Vastgoed B.V. ING BPE (China) Hong Kong No No No Holding Baring Private Equity Advisors Limited Partners (China) Limited ING Brokers Network LLC United States No No No Holding ING America Insurance of America Holdings, Inc. ING BSK Asset Poland No Yes Yes Asset Management Bank Slaski S.A. w Management S.A. Katowicach ING BSK Investment Poland No No No Asset Management ING BSK Asset Funds Corporations S.A. Management S.A. ING Canada Holdings, inc. Canada No No No Holding ING Insurance International B.V. ING Canada inc. Canada No No No Holding ING Canada Holdings, Inc. ING Canada P&C inc. Canada No No No Holding ING Canada Inc. ING Capital Advisors LLC United States No No Yes Investment Services ING Furman Selz Asset of America Management LLC ING Capital Advisors United States No No No Financial Services ING Capital Portfolio Management Corp. of America Advisors LLC ING Capital Funding I LLC United States No No No Funding ING Groep N.V. of America ING Capital Funding II LLC United States No No No Funding ING Groep N.V. of America ING Capital Markets (Hong Hong Kong No No No Investment Company ING Bank N.V. Kong) Limited ING Capital Senior Secured United States No No No Investment Fund ING Capital Advisors High income Fund L.P. of America Portfolio Management Corp. ING CHB Security Taiwan No No No Mutual Fund Operator ING Bank N.V. Investments & Trust Company Ltd. ING Clarion Partners United States No No No Holding ING REI Clarion Holdings, Inc. of America Holding, Inc. ING Clarion Realty United States No No No Holding ING REI Clarion Services Holdings, Inc of America Holding, Inc. ING Companhia Brazil No No No Credit Insurance ING Empreendimentos e Securitizadora de Creditos Participacaos Ltda. Financeiros ING Compania de Chile No No No Financial Services Middenbank Curacao N.V. Inversiones y Servicios Limitada ING Consultants Co., Ltd. China No No No In Liquidation ING Bank N.V. ING Continental Europe Netherlands No No No Holding ING Insurance Holdings B.V. International B.V. ING Core Point United States Asset Management ING Core Point Associates LLC of America Holdings LLC ING Core Point United States Asset Management ING Furman Selz Asset Holdings LLC of America Management LLC ING Corporate Real Netherlands No No No Management Company ING Vastgoed B.V. Estate B.V. (general) ING CRA Real Estate United States No No Yes Investment Advisor ING REI Clarion Securities Holdings, Inc of America Holding, Inc. ING CRE Zuiderhof B.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. ING Deelnemingen B.V. Netherlands No No No Holding ING Groep N.V. ING Derivatives United Kingdom Yes F&O Brokerage ING Bank N.V. (London) Limited ING Direct Funds Limited Canada Yes No No Investment Advisory ING Direct N.V. Netherlands No No No E-business ING Bank N.V. ING Direct Securities, United States Yes No No Stockbrokerage Inc. of America ING DUNA Hungary No No No Real Estate Management ING Bank N.V. INGatlanhasznositc Kft ING Dutch Office Fund for Netherlands No No No Real Estate Development ING Vastgoed Asset Developments Beheer Mij. Management B.V. B.V. ING Dutch Office Fund for Netherlands No No No Real Estate Management ING Vastgoed B.V. Developments Bewaar Mij. B.V. ING Dutch Office Fund Netherlands No No No Management Company ING Vastgoed Asset Management B.V. (general) Management B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Barings Deutschland 100.00 (GmbH) ING Barings Ecuador 100.00 Casa de Valores S.A. ING Barings France S.A. 100.00 ING Barings India 75.00 Private Limited ING Barings Italia SRL 95.00 ING Barings Limited 100.00 ING Barings Peru S.A. 100.00 ING Barings Private 100.00 Equity (China) Limited ING Barings Southern 100.00 Africa (proprietary) Limited ING Beleggingen B.V. 100.00 ING Bewaar Maatschappij 100.00 I B.V. ING Bewaar Maatschappij 100.00 II B.V. ING Bewaar Maatschappij 100.00 III B.V. ING Bewaar Maatschappij 100.00 IV B.V. ING Bewaar Maatschappij 100.00 V B.V. ING Bewaar Management B.V. 100.00 ING BPE (China) 100.00 Advisors Limited ING Brokers Network LLC 100.00 ING BSK Asset 50.00 ING Bank N.V. 50.00 Management S.A. ING BSK Investment 100.00 Funds Corporations S.A. ING Canada Holdings, inc. 100.00 ING Canada inc. 100.00 ING Canada P&C inc. 100.00 ING Capital Advisors LLC 100.00 ING Capital Advisors 13.33 Portfolio Management Corp. ING Capital Funding I LLC 100.00 ING Capital Funding II LLC 100.00 ING Capital Markets (Hong 100.00 Kong) Limited ING Capital Senior Secured 100.00 High income Fund L.P. ING CHB Security 54.00 Investments & Trust Company Ltd. ING Clarion Partners 100.00 Holdings, Inc. ING Clarion Realty 100.00 Services Holdings, Inc ING Companhia 100.00 Securitizadora de Creditos Financeiros ING Compania de 100.00 Inversiones y Servicios Limitada ING Consultants Co., Ltd. 65.00 ING Continental Europe 100.00 Holdings B.V. ING Core Point 50.00 Associates LLC ING Core Point 100.00 Holdings LLC ING Corporate Real 100.00 Estate B.V. ING CRA Real Estate 99.00 ING Clarion 1.00 Securities Holdings, Inc Realty Services Holdings, Inc ING CRE Zuiderhof B.V. 98.63 Corpovea B.V. 1.37 ING Deelnemingen B.V. 100.00 ING Derivatives 100.00 (London) Limited ING Direct Funds Limited ING Direct N.V. 99.98 Cupula B.V. 0.02 ING Direct Securities, Inc. ING DUNA 100.00 INGatlanhasznositc Kft ING Dutch Office Fund for 100.00 Developments Beheer Mij. B.V. ING Dutch Office Fund for 100.00 Developments Bewaar Mij. B.V. ING Dutch Office Fund 100.00 Management B.V.
27
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Dutch Office Fund N.V. N.V. 40000153 100.00 Schenkkade 65 2595 AS Den Haag ING Dutch Residential Fund B.V. 50000784 100.00 Schenkkade 65 2595 AS Den Haag for Developments Beheer Mij. B.V. ING Dutch Residential Fund B.V. 50000782 100.00 Schenkkade 65 2595 AS Den Haag for Developments Bewaar Mij. B.V. ING Dutch Residential Fund B.V. 40000154 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. ING Dutch Residential N.V. 40000152 100.00 Schenkkade 65 2595 AS Den Haag Fund N.V. ING Dutch Retail Fund for B.V. 50000781 100.00 Schenkkade 65 2595 AS Den Haag Developments Beheer Mij. B.V. ING Dutch Retail Fund for B.V. 50000780 100.00 Schenkkade 65 2595 AS Den Haag Developments Bewaar Mij. B.V. ING Dutch Retail Fund B.V. 20001007 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. ING Dutch Retail Fund N.V. N.V. 40000127 80.41 Schenkkade 65 2595 AS Den Haag ING Emerging Markets Inc. 20001725 100.00 135 East 57th Street New NY 10022 New York Investors LLC York ING Employee Benefits S.p.A. 50000957 100.00 Via Tortona, 33 20144 Milano S.p.A ING Empreendimentos e Ltd.a 20000172 100.00 Avenida Almirante, 20031-000 Rio de Janeiro Participacaos Ltda. Barosso, 52 Guipo 3302 ING Equity Holdings, Inc. Inc. 100.00 135 East 57th Street NY 10022 New York ING Equity Partners I, Ltd. 20001698 99.25 135 East 57th Street NY 10022 New York L.P. ING Farm Finance (June) Ltd. 20001689 100.00 Apex Court, Camphill Road KT 14 6SQ West Byfleet Limited ING Farm Finance (March) Ltd. 20001688 100.00 Apex Court, Camphill Road KT 14 6SQ West Byfleet Limited ING Farm Finance Ltd. 20001690 100.00 Apex Court, Camphill Road KT 14 6SQ West Byfleet (September) Limited ING Farm Finance Limited Ltd. 20000659 100.00 Apex Court, Camphill Road KT 14 6SQ West Byfleet ING Ferri S.A. S.A. 20002161 99.47 53 Rue Vivienne 75002 Paris ING Finance (Ireland) Ltd. Ltd. 20001679 100.00 1 Fl,Fitzwilton 2 Dublin House,Wilton P ING Financial Services Ltd. 10000095 100.00 39th floor, 1 Harbour View Central Hong Kong International (Asia) Ltd. Street ING Finanzberatungs- und GmbH 20000869 100.00 Neuermarkt 2 A-1011 Wenen Leasing GmbH ING Forex Corporation Corp 20001726 100.00 Manila ING Fund Management B.V. B.V. 10000611 100.00 Schenkkade 65 2595 AS Den Haag ING Funds Management Ltd. Ltd. 10001435 100.00 347 Kent Street NSW 2000 Sydney ING Funds Service Co., LLC Inc. 50000299 100.00 1475 Dunwoody Drive PA 19380 West Chester ING Furman Selz Asset LLC 20001708 100.00 230 Park Avenue, 13th NY 10169 New York Management LLC floor ING Furman Selz Financial LLC 20001843 100.00 230 Park Avenue NY 10169 New York Services LLC ING Furman Selz LLC 20001838 100.00 55 East 52nd Street - 37th NY 10055 New York Investments LLC floor ING Futures & Options Ltd. 20001403 100.00 8th Floor, Three Exchange Hong Kong (Hong Kong) Limited Square, 8 Connaught Place ING Futures & Options Ltd. 20001191 100.00 20 Raffles place #14-08 48620 Singapore (Singapore) Pte Ltd. ocean ING Ghent Asset Inc. 20002096 100.00 230 Park Avenue NY 10169 New York Management inc. ING Global Infrastructure B.V. 50000712 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Company B.V. ING Groep N.V. N.V. 10100000 - Strawinskylaan 2631 1077 ZZ Amsterdam ING Guilder Corretora de S.A. 20000899 100.00 8th Floor Av. Brigadeiro 01451-000 Sao Paulo Cambio E Titulis S.A. Faria Lima 3064 ING Guilder Distribuidora S.A. 20000900 100.00 Rua Jorge Coelho 16-8 01451-020 Sao Paulo de Titulos E Valores Andar Mobiliarios S/A ING Holdings Ltd.a 20000220 50.00 8th Floor Av. Brigadeiro 01451-000 Sao Paulo Empreendimentos Faria Lima 3064 Participacao Ltda. ING Immobilier Development S.A.R.L.50000466 100.00 153, Rue de Courcelles 75017 Paris France S.A.R.L. ING Immobilier S.A.R.L.50000465 100.00 153, Rue de Courcelles 75017 Paris Participations France S.A.R.L. ING Immobilier S.A.R.L. S.A. 10000582 100.00 153, Rue de Courcelles 75817 Paris ING Inmuebles S.A. S.A. 10000581 100.00 Barcelona ING Insurance Agency, Inc. Inc. 50000739 100.00 370 17th Street, suite CO 80202 Denver (Colorado) 5050 ING Insurance Agency, Inc. Inc. 50000738 100.00 370 17th Street, suite CO 80202 Denver (Colorado) (Massachusetts) 5050 ING Insurance Agency, Inc. Inc. 50000737 100.00 370 17th Street, suite CO 80202 Denver (Colorado) (Texas) 5050 ING Insurance Company of 50000727 100.00 5100 W. Lemon Street, FA 33609 Tampa America Suite 213 ING Insurance Consultants Ltd. 10000169 100.00 39th floor, 1 Harbour View Hong Kong (HongKong) Ltd. Street, Central ING Insurance B.V. 10000003 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam International B.V. ING Insurance Services Ltd. 20001061 100.00 Alexandra House 16 Chater Hong Kong (Hong Kong) Limited Road ING Interinvest s.r.o. S.R.O. 50000952 100.00 Nadrazni 344/25 150 00 Pague ING International B.V. 10000004 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Financial Holdings B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Dutch Office Fund N.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. ING Dutch Residential Fund Netherlands No No No Real Estate Development ING Vastgoed Asset for Developments Beheer Management B.V. Mij. B.V. ING Dutch Residential Fund Netherlands No No No Real Estate Development ING Vastgoed B.V. for Developments Bewaar Mij. B.V. ING Dutch Residential Fund Netherlands No No No Management Company ING Vastgoed B.V. Management B.V. (general) ING Dutch Residential Netherlands No No No Real Estate Management ING Vastgoed Asset Fund N.V. Management B.V. ING Dutch Retail Fund for Netherlands No No No Real Estate Development ING Vastgoed Asset Developments Beheer Mij. Management B.V. B.V. ING Dutch Retail Fund for Netherlands No No No Real Estate Development ING Vastgoed B.V. Developments Bewaar Mij. B.V. ING Dutch Retail Fund Netherlands No No No Management Company ING Vastgoed B.V. Management B.V. (general) ING Dutch Retail Fund N.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Ontwikkeling B.V. ING Emerging Markets United States No No No Investment Services ING (U.S.) Capital Investors LLC of America Investors Holdings, Inc. ING Employee Benefits Italy No No No Employee Benefits ING Sviluppo S.p.A Finanziaria S.p.A. ING Empreendimentos e Brazil No No No Holding ING Bank N.V. Participacaos Ltda. ING Equity Holdings, Inc. United States Investment Services ING Furman Selz Asset of America Management LLC ING Equity Partners I, United States No No No Investment Fund ING Equity L.P. of America Holdings, Inc. ING Farm Finance (June) United Kingdom No No No Finance Company ING Farm Limited Finance Limited ING Farm Finance (March) United Kingdom No No No Finance Company ING Farm Limited Finance Limited ING Farm Finance United Kingdom No No No Finance Company ING Farm (September) Limited Finance Limited ING Farm Finance Limited United Kingdom No No No Lease ING Lease (UK) Limited ING Ferri S.A. France Yes No No Stockbrokerage Banque Bruxelles Lambert France S.A. ING Finance (Ireland) Ltd. Ireland No No No General Bank ING Bank N.V. ING Financial Services Hong Kong No No No Financial Services Nationale-Nederlanden International (Asia) Ltd. Intertrust B.V. ING Finanzberatungs- und Austria No No No Finance Company ING Bank N.V. Leasing GmbH ING Forex Corporation Philippines No No No General Bank ING Bank N.V. ING Fund Management B.V. Netherlands Yes No Yes Fund Management ING Investment Management (Europe) B.V. ING Funds Management Ltd. Australia No No No Fund Management ING Australia Limited ING Funds Service Co., LLC United States No No No Services Company ING America Insurance of America Holdings, Inc. ING Furman Selz Asset United States No No Yes Investment Advisory ING (US) Financial Management LLC of America Holdings Corp. ING Furman Selz Financial United States Yes Yes No Stockbrokerage ING Furman Selz Asset Services LLC of America Management LLC ING Furman Selz United States No Yes Investment Advisory ING Merger LLC Investments LLC of America ING Futures & Options Hong Kong Yes No No Stockbrokerage Barsec (International) (Hong Kong) Limited Limited ING Futures & Options Singapore Yes No No Brokerage ING Bank N.V. (Singapore) Pte Ltd. ING Ghent Asset United States No No Yes Investment Advisory ING Furman Selz Asset Management inc. of America Management LLC ING Global Infrastructure Netherlands No No No Services Company ING Support Company B.V. Holding B.V. ING Groep N.V. Netherlands No No No Holding - ING Guilder Corretora de Brazil Yes Stockbrokerage ING Empreendimentos e Cambio E Titulis S.A. Participacaos Ltda. ING Guilder Distribuidora Brazil Yes Stockbrokerage ING Empreendimentos e de Titulos E Valores Participacaos Ltda. Mobiliarios S/A ING Holdings Brazil No No No Financial Services ING Trust Empreendimentos (Nederland) B.V. Participacao Ltda. ING Immobilier Development France No No No Real Estate Development ING Real Estate France S.A.R.L. Development International B.V. ING Immobilier France No No No Real Estate Holding ING Real Estate Participations France Development S.A.R.L. International B.V. ING Immobilier S.A.R.L. France No No No Real Estate Exploitation ING Real Estate Asset Management Europe B.V. ING Inmuebles S.A. Spain No No No Real Estate: General Belart Staete B.V. ING Insurance Agency, Inc. United States No No No Insurance Agency ING Advisors of America Network, Inc. ING Insurance Agency, Inc. United States No No No Insurance Agency ING Advisors (Massachusetts) of America Network, Inc. ING Insurance Agency, Inc. United States No No No Insurance Agency ING Advisors (Texas) of America Network, Inc. ING Insurance Company of United States No No No Life Insurance ING Life Insurance and America of America Annuity Company ING Insurance Consultants Hong Kong No No No Insurance Agency ING Insurance (HongKong) Ltd. International B.V. ING Insurance Netherlands No No No Holding ING Verzekeringen N.V. International B.V. ING Insurance Services Hong Kong No No No Insurance Agency ING Bank N.V. (Hong Kong) Limited ING Interinvest s.r.o. Czech Republic No No No Financial Services ING Continental Europe Holdings B.V. ING International Netherlands No No No Holding ING Groep N.V. Financial Holdings B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Dutch Office Fund N.V. 100.00 ING Dutch Residential Fund 100.00 for Developments Beheer Mij. B.V. ING Dutch Residential Fund 100.00 for Developments Bewaar Mij. B.V. ING Dutch Residential Fund 100.00 Management B.V. ING Dutch Residential 100.00 Fund N.V. ING Dutch Retail Fund for 100.00 Developments Beheer Mij. B.V. ING Dutch Retail Fund for 100.00 Developments Bewaar Mij. B.V. ING Dutch Retail Fund 100.00 Management B.V. ING Dutch Retail Fund N.V. 80.41 ING Emerging Markets 100.00 Investors LLC ING Employee Benefits 90.00 ING Agenzia 10.00 S.p.A Assicurativa S.p.A. ING Empreendimentos e 100.00 Participacaos Ltda. ING Equity Holdings, Inc. 100.00 ING Equity Partners I, 99.25 L.P. ING Farm Finance (June) 100.00 Limited ING Farm Finance (March) 100.00 Limited ING Farm Finance 100.00 (September) Limited ING Farm Finance Limited 100.00 ING Ferri S.A. 99.47 ING Finance (Ireland) Ltd. 100.00 ING Financial Services 0.10 ING Insurance 99.90 International (Asia) Ltd. International BV ING Finanzberatungs- und 100.00 Leasing GmbH ING Forex Corporation 100.00 ING Fund Management B.V. 100.00 ING Funds Management Ltd. 100.00 ING Funds Service Co., LLC 100.00 ING Furman Selz Asset 100.00 Management LLC ING Furman Selz Financial 100.00 Services LLC ING Furman Selz 100.00 Investments LLC ING Futures & Options 100.00 (Hong Kong) Limited ING Futures & Options 100.00 (Singapore) Pte Ltd. ING Ghent Asset 100.00 Management inc. ING Global Infrastructure 100.00 Company B.V. ING Groep N.V. - ING Guilder Corretora de 100.00 Cambio E Titulis S.A. ING Guilder Distribuidora 100.00 de Titulos E Valores Mobiliarios S/A ING Holdings 50.00 Empreendimentos Participacao Ltda. ING Immobilier Development 100.00 France S.A.R.L. ING Immobilier 100.00 Participations France S.A.R.L. ING Immobilier S.A.R.L. 100.00 ING Inmuebles S.A. 10.00 ING REI 90.00 Investment Spain B.V. ING Insurance Agency, Inc. 100.00 ING Insurance Agency, Inc. 100.00 (Massachusetts) ING Insurance Agency, Inc. 100.00 (Texas) ING Insurance Company of 100.00 America ING Insurance Consultants 100.00 (HongKong) Ltd. ING Insurance 100.00 International B.V. ING Insurance Services 100.00 (Hong Kong) Limited ING Interinvest s.r.o. 100.00 ING International 100.00 Financial Holdings B.V.
28
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING International B.V. 10000011 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Financial Holdings Craft B.V. ING Inversiones, Ltda. Ltd.a 20000419 100.00 Calle 73 no. 7-06 Santa Fe de Bogota ING Investment Management B.V. 10000052 100.00 Beatrixlaan 35 2595 AK Den Haag (Americas) B.V. ING Investment Management B.V. 10001531 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag (Asia Pacific) B.V. ING Investment Management Ltd. 50000748 100.00 33/F, One International Hong Kong (Asia Pacific) Limited Finance Centre, 1 Harbour View Street, Central ING Investment Management A.S. 50000951 100.00 Bozdechova 2/344 150 00 Pague (CR) A.S. ING Investment Management B.V. 10000518 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag (Europe) B.V. ING Investment Management Rt 10001473 100.00 Andrassy ut 9 1061 Budapest (Hungary) Rt ING Investment Management Ltd. 50000750 100.00 17 Lincoln Road 400 036 Mumbai (India) Pvt. Ltd. ING Investment Management S.A. 50000873 100.00 Bosque de Alisos 45-B 5th 05120 Mexico City (Mexico), S.A. de C.V. Floor, Colonia Bosques de las Lomas ING Investment Management B.V. 10000114 100.00 Prinses Beatrixlaan 15 2595 AS Den Haag Advisors B.V. ING Investment Management Ltd. 50000749 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Asia Pacific (Australia) Pty Limited ING Investment Management Ltd. 50000752 100.00 1 Raffles Place #40-02 048616 Singapore Asia Pacific (Singapore) Pte Limited ING Investment B.V. 10000541 100.00 Beatrixlaan 35 2595 AK Den Haag Management B.V. ING Investment Management S.A. 50000874 100.00 89/91 Rue du Faubourg 75381 Paris France S.A. Saint-Honore ING Investment Management N.V. 20001911 100.00 Kaya W.F.G. (Jombi) Willemstad Holdings (Antilles) N.V. Mensing 14 ING Investment Management N.V. 10001480 100.00 Beatrixlaan 35 2595 AK Den Haag Holdings N.V. ING Investment Management S.p.A. 50000959 100.00 Via Tortona, 33 20144 Milano Italia Sgr Spa ING Investment Management S.P.A. 10000115 100.00 Via Tortona, 33 20144 Milano Italy ING Investment LLC 50000300 100.00 5780 Powers Ferry Road GA 30327 Atlanta (Ga.) Management LLC ING Investment Ltd.a. 20001904 100.00 Av. Brigadeiro Faria Lima 01451-000 Sao Paulo Management Ltda. 3064, 10 Andar ING Investment Management RT 50000293 100.00 Andrassy ut 9. H-1061 Budapest Magyarorszagi Vagyonkezelo Reszvenytarsasag ING Kantoren Beheer B.V. 40000151 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Kantoren Bewaar B.V. 40000157 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Kantoren Management B.V. 40000162 100.00 Schenkkade 65 2595 AS Den Haag B.V. ING Latin American B.V. 10000194 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holdings B.V. ING Lease (Berlin) GmbH GmbH 20000657 100.00 Storkowerstrasse 139b 10407 Berlijn ING Lease (C.R.) s.r.o. s.r.o 20002362 100.00 Pobrezni 3 18600 Prague 8 ING Lease (Espana) EFC, sa S.A. 20001143 100.00 Avda. Diagonal 605 -9a 8028 Spanje planta ING Lease (France) S.A. S.A. 20000628 100.00 Boulevard de la Madeleine 75001 Parijs 21 ING Lease (France) S.N.C. SNC 20000663 100.00 Boulevard de la Madeleine 75001 Parijs 21 ING Lease (Italia) Spa Spa 20001166 100.00 Via Rodi 17/19 25124 Brescia ING Lease (Japan) B.V. B.V. 20002361 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost ING Lease (Nederland) B.V. B.V. 20000633 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost ING Lease (Polska) Sp.Zoo 20001695 100.00 Plac Trzech Krzyzy 10/14 00-499 Warsaw ING Lease (UK) Limited Ltd. 20000629 100.00 107 Cheapside EC2V 6HJ Londen ING Lease (UK) Nine Ltd. 20000660 100.00 107 Cheapside EC2V 6HJ Londen Limited ING Lease (UK) Six Ltd. 20000661 100.00 107 Cheapside EC2V 6HJ Londen Limited ING Lease (UK) Three Ltd. 20000662 100.00 107 Cheapside EC2V 6HJ Londen Limited ING Lease Belgium N.V. N.V. 50000677 100.00 Avenue de Corthenbergh 71 1000 Brussels ING Lease Deutschland GmbH GmbH 20000652 100.00 Neuer Wall 50 D-20354 Hamburg ING Lease Gabetti S.p.A. S.p.A 20001810 100.00 Via Rodi 17/19 25124 Brescia ING Lease Holding GmbH 20001135 55.00 Neuer Wall 50 D-20354 Hamburg (Deutschland) GmbH ING Lease Holding N.V. N.V. 20000401 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost ING Lease Holdings (UK) Ltd. 20000623 100.00 CW House, Cookham Road RG 12 1RR Bracknell Limited ING Lease Interfinance B.V. 20000637 100.00 Karspeldreef 14 1000 BZ Amsterdam B.V. ING Lease Kran und GmbH 20001692 100.00 Storkower Strasse 139b 10407 Berlin Schwertransport GmbH ING Lease Vastgoed B.V. B.V. 20000414 100.00 Karspeldreef 14 1101 CK Amsterdam Zuidoost ING Leasing GmbH 20001137 100.00 Willinghusenerweg 5B D-22113 Oststeinbek Besitzgesellschaft mbH ING Leasing Financial GmbH 20002367 100.00 Neuer Wall 50 20345 Hamburg Services GmbH - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING International Netherlands No No No Holding ING International Financial Holdings Craft Financial Holdings B.V. B.V. ING Inversiones, Ltda. Colombia No No No Financial Services ING Bank N.V. ING Investment Management Netherlands No No Yes Asset Management ING Investment (Americas) B.V. Management B.V. ING Investment Management Netherlands No No Yes Fund Management ING Investment (Asia Pacific) B.V. Management B.V. ING Investment Management Hong Kong No No No Investment Management Nationale-Nederlanden (Asia Pacific) Limited Interfinance B.V. ING Investment Management Czech Republic No No No Asset Management Nationale-Nederlanden (CR) A.S. Interfinance B.V. ING Investment Management Netherlands Yes No Yes Investment Advisory ING Investment (Europe) B.V. Management B.V. ING Investment Management Hungary No No Yes Investment Advisory Nationale Nederlanden (Hungary) Rt Interfinance B.V. ING Investment Management India No No No Investment Management Nationale-Nederlanden (India) Pvt. Ltd. Interfinance B.V. ING Investment Management Mexico No No No Asset Management ING Baring Grupo (Mexico), S.A. de C.V. Financiero (Mexico) S.A. de C.V. ING Investment Management Netherlands No No Yes Investment Advisory ING Investment Advisors B.V. Management (Europe) B.V. ING Investment Management Australia No No No Investment Management Nationale-Nederlanden Asia Pacific (Australia) Interfinance B.V. Pty Limited ING Investment Management Singapore No No No Investment Management Bank Brussel Asia Pacific (Singapore) Lambert N.V. Pte Limited ING Investment Netherlands Yes No Yes Investment Advisory ING Investment Management B.V. Management Holdings N.V. ING Investment Management France No No Yes Investment Advisory Banque Bruxelles France S.A. Lambert France S.A. ING Investment Management Netherlands No Yes Investment Advisory ING Bank N.V. Holdings (Antilles) N.V. Antilles ING Investment Management Netherlands No No No Investment Advisory ING Verzekeringen N.V. Holdings N.V. ING Investment Management Italy No No No Asset Management ING Sviluppo Italia Sgr Spa Finanziaria S.p.A. ING Investment Management Italy No No Yes Investment Advisory ING Sviluppo Italy Finanziaria S.p.A. ING Investment United States No No Yes Investment Advisory Equitable of Iowa Management LLC of America Companies, Inc. ING Investment Brazil No Yes Investment Advisory ING Investment Management Ltda. Management Holdings (Antilles) N.V. ING Investment Management Hungary No No No Asset Management Nationale-Nederlanden Magyarorszagi Vagyonkezelo Interfinance B.V. Reszvenytarsasag ING Kantoren Beheer Netherlands No No No Real Estate ING Vastgoed Asset Maatschappij B.V. Management B.V. ING Kantoren Bewaar Netherlands No No No Real Estate ING Vastgoed B.V. Maatschappij B.V. ING Kantoren Management Netherlands No No No Real Estate ING Vastgoed Asset B.V. Management B.V. ING Latin American Netherlands No No No Holding ING Insurance Holdings B.V. International B.V. ING Lease (Berlin) GmbH Germany No No No Lease ING Lease Deutschland GmbH ING Lease (C.R.) s.r.o. Czech Republic No No No Lease ING Lease Holding N.V. ING Lease (Espana) EFC, sa Spain No No No Lease ING Lease Holding N.V. ING Lease (France) S.A. France No No No Lease ING Lease Holding N.V. ING Lease (France) S.N.C. France No No No Lease ING Lease Holding N.V. ING Lease (Italia) Spa Italy No No No Lease ING Lease Interfinance B.V. ING Lease (Japan) B.V. Netherlands No No No Lease ING Lease International Equipment Finance BV ING Lease (Nederland) B.V. Netherlands No No No Lease ING Lease Holding N.V. ING Lease (Polska) Poland No No No Lease ING Lease Holding N.V. ING Lease (UK) Limited United Kingdom No No No Lease ING Lease Holdings (UK) Limited ING Lease (UK) Nine United Kingdom No No No Lease ING Lease (UK) Limited Limited ING Lease (UK) Six United Kingdom No No No Lease ING Lease (UK) Limited Limited ING Lease (UK) Three United Kingdom No No No Lease ING Lease (UK) Limited Limited ING Lease Belgium N.V. Belgium No No No Lease Locabel S.A. ING Lease Deutschland GmbH Germany No No No Lease ING Lease Holding (Deutschland) GmbH ING Lease Gabetti S.p.A. Italy No No No Lease ING Lease (Italia) Spa ING Lease Holding Germany No No No Investment Company ING Lease Holding N.V. (Deutschland) GmbH ING Lease Holding N.V. Netherlands No No No Investment Company ING Bank N.V. ING Lease Holdings (UK) United Kingdom No No No Investment Company ING Lease Holding N.V. Limited ING Lease Interfinance Netherlands No No No Lease ING Lease Holding N.V. B.V. ING Lease Kran und Germany No No No Lease ING Lease (Berlin) GmbH Schwertransport GmbH ING Lease Vastgoed B.V. Netherlands No No No Real Estate Management ING Lease (Nederland) B.V. ING Leasing Germany No No No Lease ING Lease Besitzgesellschaft mbH Deutschland GmbH ING Leasing Financial Germany No No No Financial Services ING Lease Services GmbH Deutschland GmbH - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING International 100.00 Financial Holdings Craft B.V. ING Inversiones, Ltda. 100.00 ING Investment Management 100.00 (Americas) B.V. ING Investment Management 100.00 (Asia Pacific) B.V. ING Investment Management 100.00 (Asia Pacific) Limited ING Investment Management 100.00 (CR) A.S. ING Investment Management 100.00 (Europe) B.V. ING Investment Management 100.00 (Hungary) Rt ING Investment Management 100.00 (India) Pvt. Ltd. ING Investment Management 100.00 (Mexico), S.A. de C.V. ING Investment Management 100.00 Advisors B.V. ING Investment Management 100.00 Asia Pacific (Australia) Pty Limited ING Investment Management 100.00 Asia Pacific (Singapore) Pte Limited ING Investment 100.00 Management B.V. ING Investment Management 100.00 France S.A. ING Investment Management 100.00 Holdings (Antilles) N.V. ING Investment Management 100.00 Holdings N.V. ING Investment Management 100.00 Italia Sgr Spa ING Investment Management 100.00 Italy ING Investment 50.00 Lion 50.00 Management LLC Connecticut Holdings, Inc. ING Investment 100.00 Management Ltda. ING Investment Management 100.00 Magyarorszagi Vagyonkezelo Reszvenytarsasag ING Kantoren Beheer 100.00 Maatschappij B.V. ING Kantoren Bewaar 100.00 Maatschappij B.V. ING Kantoren Management 100.00 B.V. ING Latin American 100.00 Holdings B.V. ING Lease (Berlin) GmbH 100.00 ING Lease (C.R.) s.r.o. 100.00 ING Lease (Espana) EFC, sa 100.00 ING Lease (France) S.A. 100.00 ING Lease (France) S.N.C. 100.00 ING Lease (Italia) Spa 100.00 ING Lease (Japan) B.V. 100.00 ING Lease (Nederland) B.V. 100.00 ING Lease (Polska) 100.00 ING Lease (UK) Limited 100.00 ING Lease (UK) Nine 100.00 Limited ING Lease (UK) Six 100.00 Limited ING Lease (UK) Three 100.00 Limited ING Lease Belgium N.V. 100.00 ING Lease Deutschland GmbH 100.00 ING 45.00 Verwaltung (Deutschland) GmbH A.G. ING Lease Gabetti S.p.A. 100.00 ING Lease Holding 55.00 (Deutschland) GmbH ING Lease Holding N.V. 100.00 ING Lease Holdings (UK) 100.00 Limited ING Lease Interfinance 100.00 B.V. ING Lease Kran und 100.00 Schwertransport GmbH ING Lease Vastgoed B.V. 100.00 ING Leasing 100.00 Besitzgesellschaft mbH ING Leasing Financial 100.00 Services GmbH
29
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Leasing GmbH 20001138 100.00 Willinghusenerweg 5B D-22113 Oststeinbek Geschaeftsfuhrungsgesell- schaft mbH ING Leasing Gesellschaft GmbH 20001139 100.00 Neuer Wall 50 D-20354 Hamburg fur Beteiligungen mbH ING Leasing Gmbh & Co GmbH 50000866 80.00 Willingenhusenerweg 5b 22113 Osteinbek Bravo Charlie KG ING Leasing Gmbh & Co GmbH 50000865 80.00 Willingenhusenerweg 5b 22113 Osteinbek Bravo Delta KG ING Leasing GmbH & Co. GmbH 20001696 100.00 Willinghusenerweg 56 22113 Oststeinbek Golf KG ING Leasing GmbH & Co. GmbH 20001697 100.00 Storkower strasse 139B 10407 Berlin Juliett KG ING Leasing GmbH 20001693 100.00 Neuer Wall 50 20354 Hamburg Treuhandsgeselschaft GmbH ING Leasing GmbH 20001141 100.00 Storkower Strasse 139b D-10407 Berlin Verwaltungsgesellschaft mbH ING Life Insurance and Inc. 50000455 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Annuity Company ING Life Insurance Company Ltd. 50001045 100.00 10th floor Cityplaza 4, 12 Hong Kong (Bermuda) Ltd. Taikoo Wan Road, Taikoo Shing ING Life Insurance Company Inc. 10001484 100.00 25/F Salcedo Towers, 169 1227 Makati City (Philippines) H.V. dela Costa Street, Salcedo Village ING Life Insurance Company Ltd. 10000818 100.00 New Otani Garden Court,4-1 102-0094 Tokyo Ltd. (Japan) Kiocho, Chiyoda-ku ING Life Insurance Company Ltd. 10000165 100.00 18th Floor, 116 Shinmunro- 110-700 Seoul Ltd. Korea, Ltd. 1-ga, Chongro-gu ING Life Insurance N.V. 10000200 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam International N.V. ING Life Limited Ltd. 10000861 100.00 Level 13, 347 Kent Street NSW 2000 Sydney ING Life Luxembourg S.A. S.A. 50000946 100.00 Route D'Esch 52 L-1470 Luxemburg ING Management (Hong Kong) Ltd. 20000906 100.00 16 Chater Road Central Hong Kong Ltd. ING Management Limited Ltd. 50000338 100.00 Level 13, 347 Kent Street NSW 2000 Sydney (FKA Heine Investment Management) ING Management Services s.r.o 50000755 100.00 Nadrazni 344/25 150 00 Prague s.r.o. ING Management Services s.r.o 10001465 100.00 Jesenskeho 4/C 81102 Bratislava Slovensko spol s.r.o. ING Merchant Bank Ltd. 20000162 100.00 9 Raffles Place, #19-02 048619 Singapore (Singapore) Limited ING Merger LLC Corp. 20001827 100.00 230 Park Avenue 10169 New York ING Mestra A Holding B.V. B.V. 50000149 100.00 Schenkkade 65 2595 AS Den Haag ING Mestra B Holding B.V. B.V. 50000152 100.00 Schenkkade 65 2595 AS Den Haag ING Mobilien-Leasing GmbH 20001811 100.00 Willinghusener Weg 5b 22113 Oststeinbek Nord GmbH ING Mutual Funds Ltd. 50000753 55.00 2 Ploenchit Centre 10110 Bangkok Management (Thailand) Building, 17th Floor, Co. Limited Sukhurmvit Road ING Mutual Funds Ltd. 50000398 100.00 New Otani Garden Court 19F 102-0094 Tokyo Management Company 4-1 Kioi-cho, Chiyoda-ku (Japan), Ltd. ING National Trust Trust 50000385 100.00 100 Washington Square, MN 55401 Mineapolis Suite 700 ING Nationale-Nederlanden S.A. 50000312 100.00 Ul. Ludna 2 00-406 Warsaw Life Insurance Company Poland ING Nationale-Nederlanden Rt 10000715 100.00 Andrassy ut.9 H-1061 Budapest Magyarorszagi Biztosito Rt ING Nationale-Nederlanden RT 50000292 100.00 Paulay Ede u. 12. H-1061 Budapest Penztarszolgltato es Tanacsado Reszvenytarsasag ING Nederlanden Asigurari S.A. 10001478 100.00 6A Barbu Delavrancea 71304 Bucharest de Viati S.A. Street, sector 1, B ING Nominees (Hong Kong) Ltd. 20000907 100.00 16 Chater Road Central 0 Hong Kong Ltd. ING Nominees (Singapore) Ltd. 20000910 100.00 50 Raffles Place, Shell 104 048 62 Singapore Pte Ltd. Tower ING Nominees Limited Ltd. 50000615 100.00 75, King William Street EC4N 7EE London ING North America Corp. 10001388 100.00 5780 Powers Ferry Road GA 30327 Atlanta (Ga.) Insurance Corporation N.W. ING Novex Insurance Inc. 100.00 2450 Rue Girouard Ouest QC J2S 3B3 Saint-Hyacinthe Company of Canada ING Participaties N.V. 20002014 - de Lignestraat 1 1000 Brussel (Belgie) N.V. ING Payroll Inc. 50000912 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Management, Inc. suite 1900 ING Pension Fund A.S. A.S. 50000945 100.00 Nadrazni 344/25 150 00 Pague ING Pension Services B.V. B.V. 10000661 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING Pension Services Ltd. Ltd. 50001051 50.00 2818, Two Pacific Place, Hong Kong 88 Queensway ING Pensionno-Osigoritelno A.D. 50000942 89.10 Dr. G. M. 1797 Sofia Druzestvo AD Dimitrovboulevard 16 ING Personal Finance B.V. B.V. 20001523 100.00 James Wattstraat 79 1097 DL Amsterdam ING Pilgrim Advisors, Inc. Inc. 50000725 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Road ING Pilgrim Capital LLC 50000185 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Corporation LLC Road ING Pilgrim Funding, Inc. Inc. 50000186 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Road ING Pilgrim Group LLC LLC 50000187 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Road ING Pilgrim LLC 50000188 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Investments LLC Road ING Pilgrim Quantative Inc. 50000884 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Management, Inc. Road - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Leasing Germany No No No Lease ING Lease Geschaeftsfuhrungsgesell- Deutschland GmbH schaft mbH ING Leasing Gesellschaft Germany No No No Lease ING Lease fur Beteiligungen mbH Deutschland GmbH ING Leasing Gmbh & Co Germany No No No Lease ING Leasing Bravo Charlie KG Gesellschaft fur Beteiligungen mbH ING Leasing Gmbh & Co Germany No No No Lease ING Leasing Bravo Delta KG Gesellschaft fur Beteiligungen mbH ING Leasing GmbH & Co. Germany No No No Lease ING Leasing Golf KG Gesellschaft fur Beteiligungen mbH ING Leasing GmbH & Co. Germany No No No Lease ING Leasing Juliett KG Gesellschaft fur Beteiligungen mbH ING Leasing Germany No No No Lease ING Lease Treuhandsgeselschaft GmbH Deutschland GmbH ING Leasing Germany No No No Lease ING Lease Verwaltungsgesellschaft Deutschland GmbH mbH ING Life Insurance and United States No No Yes Life Insurance Aetna Retirement Annuity Company of America Holdings, Inc. ING Life Insurance Company Hong Kong No No No Life Insurance Aetna International, (Bermuda) Ltd. Inc. ING Life Insurance Company Philippines No No No Insurance: Life & General ING Insurance (Philippines) International B.V. ING Life Insurance Company Japan No No No Life Insurance ING Insurance Ltd. (Japan) International B.V. ING Life Insurance Company South Korea No No No Life Insurance ING Insurance Ltd. Korea, Ltd. International B.V. ING Life Insurance Netherlands No No No Insurance: Life & General Grabenstrasse International N.V. Staete B.V. ING Life Limited Australia No No No Life Insurance ING Australia Limited ING Life Luxembourg S.A. Luxemburg No No No Life Insurance Bank Brussel Lambert S.A. ING Management (Hong Kong) Hong Kong No No Yes Financial Services ING Trust B.V. Ltd. ING Management Limited Australia Yes No Yes Fund Management Heine Management (FKA Heine Investment Pty Limited Management) ING Management Services Czech Republic No No No Services Company ING Continental Europe s.r.o. Holdings B.V. ING Management Services Slovakia No No No Services Company ING Continental Europe Slovensko spol s.r.o. Holdings B.V. ING Merchant Bank Singapore No No No General Bank ING Bank N.V. (Singapore) Limited ING Merger LLC United States No No No Holding ING Baring (U.S.) of America Financial Holdings LLC ING Mestra A Holding B.V. Netherlands No No No Real Estate Holding MBO-Vastgoed Lease B.V. ING Mestra B Holding B.V. Netherlands No No No Real Estate Holding MBO-Vastgoed Lease B.V. ING Mobilien-Leasing Germany No No No Lease ING Lease Deutschland Nord GmbH GmbH ING Mutual Funds Thailand No No No Investment Management ING Bank N.V. Management (Thailand) Co. Limited ING Mutual Funds Japan No No Yes Investment Advisory ING Life Insurance Management Company Company Ltd. (Japan) (Japan), Ltd. ING National Trust United States No No No Trust-Nominee Company ReliaStar Financial of America Corp. ING Nationale-Nederlanden Poland No No No Insurance: General ING Continental Europe Life Insurance Company Holdings B.V. Poland ING Nationale-Nederlanden Hungary No No No Insurance: Life & General ING Continental Europe Magyarorszagi Biztosito Rt Holdings B.V. ING Nationale-Nederlanden Hungary No No No Pension Fund ING Continental Europe Penztarszolgltato es Holdings B.V. Tanacsado Reszvenytarsasag ING Nederlanden Asigurari Rumania No No No General Bank ING Continental Europe de Viati S.A. Holdings B.V. ING Nominees (Hong Kong) Hong Kong No No No Trust-Nominee Company ING Management Ltd. (Hong Kong) Ltd. ING Nominees (Singapore) Singapore No No No Trust-Nominee Company ING Merchant Bank Pte Ltd. (Singapore) Limited ING Nominees Limited United Kingdom No No No Custody ING BARING FUTURES & OPTIONS (U.K.) LIMITED ING North America United States No No No Insurance: Life & General ING America Insurance Insurance Corporation of America Holdings, Inc. ING Novex Insurance Canada No No No Insurance: Life & General ING Canada P&C, Inc. Company of Canada ING Participaties Belgium No No No Holding ING Bank N.V. (Belgie) N.V. ING Payroll United States No No No Services Company ING America Insurance Management, Inc. of America Holdings, Inc. ING Pension Fund A.S. Czech Republic No No No Pension Fund ING Continental Europe Holdings B.V. ING Pension Services B.V. Netherlands No No No Pension Services ING Support Holding B.V. ING Pension Services Ltd. Hong Kong No No No Pension Services Aetna International Inc. ING Pensionno-Osigoritelno Bulgaria No No No Pension Fund ING Continental Europe Druzestvo AD Holdings B.V. ING Personal Finance B.V. Netherlands No No No Finance Company B.V. Financieringsmaat- schappij VOLA ING Pilgrim Advisors, Inc. United States No No Yes Investment Advisory ING Pilgrim Capital of America Corporation, LLC ING Pilgrim Capital United States No No No Holding ReliaStar Financial Corporation LLC of America Corp. ING Pilgrim Funding, Inc. United States No No No Financing ING Pilgrim of America Securities, Inc ING Pilgrim Group LLC United States No No No Financial Services ING Pilgrim of America Capital Corporation ING Pilgrim United States No No Yes Investment Advisory ING Pilgrim Group Inc. Investments LLC of America ING Pilgrim Quantative United States No No Yes Investment Advisory ING Pilgrim Group, Inc. Management, Inc. of America - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Leasing 100.00 Geschaeftsfuhrungsgesell- schaft mbH ING Leasing Gesellschaft 100.00 fur Beteiligungen mbH ING Leasing Gmbh & Co 40.00 ING Leasing 40.00 Bravo Charlie KG Geschaft fuhrungsgesell- schaft mbH ING Leasing Gmbh & Co 40.00 ING Leasing 40.00 Bravo Delta KG Geschaft fuhrungsgesell- schaft mbH ING Leasing GmbH & Co. 100.00 Golf KG ING Leasing GmbH & Co. 100.00 Juliett KG ING Leasing 100.00 Treuhandsgeselschaft GmbH ING Leasing 100.00 Verwaltungsgesellschaft mbH ING Life Insurance and 100.00 Annuity Company ING Life Insurance Company 61.00 Strategic 39.00 (Bermuda) Ltd. Investors Asia Limted ING Life Insurance Company 100.00 (Philippines) ING Life Insurance Company 100.00 Ltd. (Japan) ING Life Insurance Company 100.00 Ltd. Korea, Ltd. ING Life Insurance 100.00 International N.V. ING Life Limited 100.00 ING Life Luxembourg S.A. 100.00 ING Management (Hong Kong) 100.00 Ltd. ING Management Limited 100.00 (FKA Heine Investment Management) ING Management Services 100.00 s.r.o. ING Management Services 100.00 Slovensko spol s.r.o. ING Merchant Bank 100.00 (Singapore) Limited ING Merger LLC 100.00 ING Mestra A Holding B.V. 100.00 ING Mestra B Holding B.V. 100.00 ING Mobilien-Leasing 100.00 Nord GmbH ING Mutual Funds 49.00 ING Baring 6.00 Management (Thailand) Securities Co. Limited (Thailand) Limited ING Mutual Funds 50.05 ING Insurance 49.95 Management Company International (Japan), Ltd. B.V. ING National Trust 100.00 ING Nationale-Nederlanden 100.00 Life Insurance Company Poland ING Nationale-Nederlanden 100.00 Magyarorszagi Biztosito Rt ING Nationale-Nederlanden 25.00 ING 75.00 Penztarszolgltato es Nationale- Tanacsado Reszvenytarsasag Nederlanden Magyarorszagi Biztosito Rt ING Nederlanden Asigurari 100.00 de Viati S.A. ING Nominees (Hong Kong) 100.00 Ltd. ING Nominees (Singapore) 100.00 Pte Ltd. ING Nominees Limited 100.00 ING North America 100.00 Insurance Corporation ING Novex Insurance 100.00 Company of Canada ING Participaties - (Belgie) N.V. ING Payroll 100.00 Management, Inc. ING Pension Fund A.S. 100.00 ING Pension Services B.V. 100.00 ING Pension Services Ltd. 50.00 ING Pensionno-Osigoritelno 89.10 Druzestvo AD ING Personal Finance B.V. 100.00 ING Pilgrim Advisors, Inc. 100.00 ING Pilgrim Capital 100.00 Corporation LLC ING Pilgrim Funding, Inc. 100.00 ING Pilgrim Group LLC 100.00 ING Pilgrim 100.00 Investments LLC ING Pilgrim Quantative 100.00 Management, Inc.
30
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Pilgrim Inc. 50000189 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Securities, Inc. Road ING Pilgrim Senior - Income Fund ING Prena B.V. N.V. 20000599 100.00 Bijlmerplein 888 1012 MG Amsterdam Zuidoost ING Principal Pensions Ltd. 50000286 50.00 New Otani Garden Court 19F 102-0094 Tokyo Kabushiki Kaisha 4-1 Kioi-cho, Chiyoda-ku ING Private Banking B.V. 20000383 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beheer B.V. ING Private Capital S.A. 50000600 30.00 Luxemburg Management (Luxembourg) S.A. ING Private Capital Pty Ltd. 50000328 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited ING Property Holdings, Inc. 100.00 230 Park Avenue NY 10169 New York Inc. ING PROPERTY SERVICES Ltd. 50001069 100.00 60 London Wall EC2M 5TQ London (UK) LIMITED ING Re (Netherlands) N.V. N.V. 10000007 100.00 Schenkkade 65 2595 AS Den Haag ING Real Estate (BHS) B.V. B.V. 40000074 100.00 Schenkkade 65 2595 AS Den Haag ING Real Estate (MQE) N.V. N.V. 40000136 100.00 Schenkkade 65 2595 AS Den Haag ING Real Estate Argentina B.V. 40000144 100.00 Schenkkade 65 2595 AS Den Haag Investments B.V. ING Real Estate Asset B.V. 50000773 100.00 Schenkkade 65 2595 AS Den Haag Management Asia/Pacific B.V. ING Real Estate Asset Ltd. 50000787 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Management Australia Pty Ltd ING Real Estate Asset B.V. 40000227 100.00 Schenkkade 65 2595 AS Den Haag Management Europe B.V. ING Real Estate Asset B.V. 40000155 100.00 Schenkkade 65 2595 AS Den Haag Management Holding B.V. ING Real Estate B.V. 40000217 100.00 Schenkkade 65 2595 AS Den Haag Chester B.V. ING Real Estate B.V. 10000245 100.00 Schenkkade 65 2595 AS Den Haag Colombo B.V. ING Real Estate Ltd. 50000786 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Development Australia Pty Ltd ING Real Estate N.V. 40000267 100.00 Kunstlaan 46 1000 Brussel Development Belgium ING Real Estate GmbH 50000142 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Development Holding Germany GmbH ING Real Estate B.V. 40000237 100.00 Schenkkade 65 2595 AS Den Haag Development International B.V. ING Real Estate B.V. 10000726 100.00 Schenkkade 65 2595 AS Den Haag Espace Daumesnil B.V. ING Real Estate Germany GmbH 50000147 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Bonn GmbH ING Real Estate Germany GmbH 50000141 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main GmbH ING Real Estate Germany B.V. 50000143 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Niederrad I GmbH ING Real Estate Germany GmbH 50000144 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Niederrad II GmbH ING Real Estate Germany GmbH 50000145 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Niederrad III GmbH ING Real Estate Germany GmbH 50000146 100.00 Neue Mainzerstrasse 74-76 60311 Frankfurt am Main Niederrad IV GmbH ING Real Estate Iberica PLC 40000033 100.00 Schenkkade 65 2595 AS Den Haag S.L. ING Real Estate B.V. 40000088 100.00 Schenkkade 65 2595 AS Den Haag International Development (P.R.C.) B.V. ING Real Estate B.V. 40000240 100.00 Schenkkade 65 2595 AS Den Haag International Investment III B.V. ING Real Estate Joondalup B.V. 10000083 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam B.V. ING Real Estate La Pastora S.A. 40000268 - Schenkkade 65 2595 AS Den Haag S.A. ING Real Estate LPF B.V. 50000414 100.00 Schenkkade 65 2595 AS Den Haag (Netherlands) B.V. ING Real Estate LPF B.V. 50000774 100.00 Schenkkade 65 2595 AS Den Haag Management (Netherlands) B.V ING Real Estate Ltd. Ltd. 50000526 100.00 72, New Bond Street W1Y 9DD London ING Real Estate North Corp. 10000585 100.00 America Corporation ING Real Estate Parking B.V. 10000727 100.00 Schenkkade 65 2595 AS Den Haag Daumesnil Viaduc B.V. ING Real Estate Support B.V. 40000131 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. ING Real Estate Vasco da B.V. 40000194 100.00 Schenkkade 65 2595 AS Den Haag Gama B.V. ING Realty Services, Inc Inc. 100.00 676 North Michigan Avenue, IL 60611 Chicago suite 3350 ING REAM I B.V. B.V. 50000468 100.00 Schenkkade 65 2595 AS Den Haag ING REDH Belgium N.V. 40000266 100.00 Kunstlaan 46 1000 Brussel ING REI Clarion B.V. 40000235 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. ING REI Clarion Inc. 100.00 335 Madison Avenue NY 10017 New York Holding, Inc. ING REI Development B.V. 40000137 100.00 Schenkkade 65 2595 AS Den Haag (Liege) B.V. ING REI Investment B.V. 40000225 100.00 Schenkkade 65 2595 AS Den Haag (Asia) B.V. ING REI Investment B.V. 50000379 100.00 Schenkkade 65 2595 AS Den Haag (Belgium) B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Pilgrim United States Yes No No Broker ING Pilgrim Group Inc. Securities, Inc. of America ING Pilgrim Senior Investment Fund Income Fund ING Prena B.V. Netherlands No No No Investment Company ING Bank N.V. ING Principal Pensions Japan No No No Pension Fund ING Insurance Kabushiki Kaisha International B.V. ING Private Banking Netherlands No No No Management Company ING Bank N.V. Beheer B.V. (general) ING Private Capital Luxemburg No No No Capital Management ING Bank N.V. Management (Luxembourg) S.A. ING Private Capital Pty Australia No No No Trust-Nominee Company Pacific Mutual Limited Australia Pty Ltd. ING Property Holdings, United States Real Estate: General ING Furman Selz Asset Inc. of America Management LLC ING PROPERTY SERVICES United Kingdom No No No Real Estate: General ING Barings (London) (UK) LIMITED Limited ING Re (Netherlands) N.V. Netherlands No No No Reinsurance Grabenstrasse Staete B.V. ING Real Estate (BHS) B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed B B.V. ING Real Estate (MQE) N.V. Netherlands No No No Real Estate Exploitation ING Real Estate Support Holding B.V. ING Real Estate Argentina Netherlands No No No Real Estate Exploitation ING REI Investment II Investments B.V. B.V. ING Real Estate Asset Netherlands No No No Holding ING Real Estate Asset Management Asia/Pacific Management Holding B.V. B.V. ING Real Estate Asset Australia No No No Real Estate Management ING Real Estate Asset Management Australia Pty Management Asia/Pacific Ltd B.V. ING Real Estate Asset Netherlands No No No Real Estate Management ING Real Estate Asset Management Europe B.V. Management Holding B.V. ING Real Estate Asset Netherlands No No No Real Estate Management ING Vastgoed B.V. Management Holding B.V. ING Real Estate Netherlands No No No Real Estate Buildings ING Real Estate Chester B.V. Development International B.V. ING Real Estate Netherlands No No No Real Estate Management Nationale-Nederlanden Colombo B.V. Holdinvest B.V. ING Real Estate Australia No No No Real Estate Development ING Real Estate Development Australia Development Pty Ltd International B.V. ING Real Estate Belgium No No No Real Estate Development ING Vastgoed B B.V. Development Belgium ING Real Estate Germany No No No Real Estate Development ING Real Estate Development Holding Development Germany GmbH International B.V. ING Real Estate Netherlands No No No Real Estate Development ING Vastgoed Development International Ontwikkeling B.V. B.V. ING Real Estate Netherlands No No No Real Estate Investments BOZ B.V. Espace Daumesnil B.V. ING Real Estate Germany Germany No No No Real Estate Development ING Real Estate Bonn GmbH Development Holding Germany GmbH ING Real Estate Germany Germany No No No Real Estate: General ING Real Estate GmbH Development International B.V. ING Real Estate Germany Germany No No No Real Estate Exploitation ING Real Estate Niederrad I GmbH Development Holding Germany GmbH ING Real Estate Germany Germany No No No Real Estate Development ING Real Estate Niederrad II GmbH Development Holding Germany GmbH ING Real Estate Germany Germany No No No Real Estate Development ING Real Estate Niederrad III GmbH Development Holding Germany GmbH ING Real Estate Germany Germany No No No Real Estate Development ING Real Estate Niederrad IV GmbH Development Holding Germany GmbH ING Real Estate Iberica Netherlands No No No Management Company ING Real Estate S.L. (general) International Development B.V. ING Real Estate Netherlands No No No Real Estate Development ING Real Estate International Development International (P.R.C.) B.V. Development B.V. ING Real Estate Netherlands No No No Holding ING Vastgoed B B.V. International Investment III B.V. ING Real Estate Joondalup Netherlands No No No RE: Asset Management ING REI Investment B.V. II B.V. ING Real Estate La Pastora Netherlands No No No Real Estate Management ? S.A. ING Real Estate LPF Netherlands No No No Real Estate Development ING REI Investment (Netherlands) B.V. I B.V. ING Real Estate LPF Netherlands No No No Real Estate Management ING REI Investment Management (Netherlands) I B.V. B.V ING Real Estate Ltd. United Kingdom No No No Real Estate: General ING Real Estate Asset Management Europe B.V. ING Real Estate North United States No No No Real Estate: General ING Verzekeringen N.V. America Corporation of America ING Real Estate Parking Netherlands No No No Real Estate Management BOZ B.V. Daumesnil Viaduc B.V. ING Real Estate Support Netherlands No No No Real Estate: General ING Bank N.V. Holding B.V. ING Real Estate Vasco da Netherlands No No No Real Estate: General ING Real Estate Gama B.V. (MQE) N.V. ING Realty Services, Inc United States ING Furman Selz Asset of America Management LLC ING REAM I B.V. Netherlands No No No Real Estate Holding ING Vastgoed B.V. ING REDH Belgium Belgium No No No Real Estate: General ING Vastgoed B B.V. ING REI Clarion Netherlands No No No Real Estate Development ING Real Estate Asset Holding B.V. Management Holding B.V. ING REI Clarion United States No No No Holding ING REI Clarion Holding, Inc. of America Holding B.V. ING REI Development Netherlands No No No Real Estate Development ING Real Estate (Liege) B.V. (MQE) N.V. ING REI Investment Netherlands No No No Real Estate Management Nationale Nederlanden (Asia) B.V. Interfinance B.V. ING REI Investment Netherlands No No No Real Estate Investments BOZ B.V. (Belgium) B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Pilgrim 100.00 Securities, Inc. ING Pilgrim Senior - Income Fund ING Prena B.V. 100.00 ING Principal Pensions 50.00 Kabushiki Kaisha ING Private Banking 100.00 Beheer B.V. ING Private Capital 30.00 Management (Luxembourg) S.A. ING Private Capital Pty 100.00 Limited ING Property Holdings, 100.00 Inc. ING PROPERTY SERVICES 100.00 (UK) LIMITED ING Re (Netherlands) N.V. 100.00 ING Real Estate (BHS) B.V. 100.00 ING Real Estate (MQE) N.V. 100.00 ING Real Estate Argentina 100.00 Investments B.V. ING Real Estate Asset 100.00 Management Asia/Pacific B.V. ING Real Estate Asset 100.00 Management Australia Pty Ltd ING Real Estate Asset 100.00 Management Europe B.V. ING Real Estate Asset 100.00 Management Holding B.V. ING Real Estate 100.00 Chester B.V. ING Real Estate 100.00 Colombo B.V. ING Real Estate 100.00 Development Australia Pty Ltd ING Real Estate 100.00 Development Belgium ING Real Estate 100.00 Development Holding Germany GmbH ING Real Estate 100.00 Development International B.V. ING Real Estate 100.00 Espace Daumesnil B.V. ING Real Estate Germany 100.00 Bonn GmbH ING Real Estate Germany 100.00 GmbH ING Real Estate Germany 100.00 Niederrad I GmbH ING Real Estate Germany 100.00 Niederrad II GmbH ING Real Estate Germany 100.00 Niederrad III GmbH ING Real Estate Germany 100.00 Niederrad IV GmbH ING Real Estate Iberica 100.00 S.L. ING Real Estate 100.00 International Development (P.R.C.) B.V. ING Real Estate 100.00 International Investment III B.V. ING Real Estate Joondalup 100.00 B.V. ING Real Estate La Pastora - S.A. ING Real Estate LPF 100.00 (Netherlands) B.V. ING Real Estate LPF 100.00 Management (Netherlands) B.V ING Real Estate Ltd. 100.00 ING Real Estate North 100.00 America Corporation ING Real Estate Parking 100.00 Daumesnil Viaduc B.V. ING Real Estate Support 100.00 Holding B.V. ING Real Estate Vasco da 100.00 Gama B.V. ING Realty Services, Inc 100.00 ING REAM I B.V. 100.00 ING REDH Belgium 100.00 ING REI Clarion 100.00 Holding B.V. ING REI Clarion 100.00 Holding, Inc. ING REI Development 100.00 (Liege) B.V. ING REI Investment 100.00 (Asia) B.V. ING REI Investment 100.00 (Belgium) B.V.
31
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING REI Investment B.V. 10000692 100.00 Schenkkade 65 2595 AS Den Haag (China) B.V. ING REI Investment B.V. 10000243 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holdings B.V. ING REI Investment I B.V. B.V. 40000226 100.00 Schenkkade 65 2595 AS Den Haag ING REI Investment II B.V. B.V. 10000164 100.00 Schenkkade 65 2595 AS Den Haag ING REI Investment B.V. 10000550 100.00 Schenkkade 65 2595 AS Den Haag Spain B.V. ING REI Investment UK B.V. B.V. 10000031 100.00 Schenkkade 65 2595 AS Den Haag ING Rel Alfa Sp.z o.o. Sp.z 20002370 100.00 Plac Trzech Krzyzy 10/14 00-499 Warsaw ING Retail Finance Pty Ltd Ltd. 50000788 100.00 Level 13, 347 Kent Street NSW 2000 Sydney ING Risk Management Ltd. 50000362 100.00 2 Church Street HM 11 Hamilton (Bermuda) Limited ING RPFI Spain B.V. B.V. 30000004 100.00 Schenkkade 65 2595 AS Den Haag ING Sector Kantoren B.V. 40000148 100.00 Schenkkade 65 2595 AS den Haag Management B.V. ING Sector Logistics B.V. 50000415 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. ING Sector Winkels B.V. 40000146 100.00 Schenkkade 65 2595 AS den Haag Management B.V. ING Sector Woningen B.V. 40000147 100.00 Schenkkade 65 2595 AS den Haag Management B.V. ING Seguros S.A. de C.V. S.A. 10001414 100.00 Bosque de Alisos 45B, Piso 11000 Mexico City 2, Bosques de Las Lomas ING Services LLC LLC 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 ING Services Romania SRL SRL 50000314 100.00 1-5, Costache Negri str., 762041 Bucharest Sector 5 ING Servicios, C.A. C.A. 20000738 100.00 Caracas ING Servicos Ltda Ltd.a 20000898 100.00 8th Floor, Av. Brigadeiro 01451-000 Sao Paulo Faria Lima 3064 ING Shipping (Asia Ltd. 20002392 100.00 Singapore Land Tower # 34- 048623 Singapore Pacific) PTE Ltd. 03, 50 Raffles Place ING Startersbank B.V. B.V. 20002513 100.00 Mr. Treublaan 7 1097 DP Amsterdam ING Support Holding B.V. B.V. 10008000 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING Sviluppo Fiduciaria S.p.A. 50000956 100.00 Via Tortona 33 20144 Milano SIM S.p.A ING Sviluppo S.p.A. 10001485 100.00 Via Tortona 33 20144 Milano Finanziaria S.p.A. ING Sviluppo S.p.A. 50000955 100.00 Via Tortona 33 20144 Milano Investimenti SIM S.P.A. ING Taurus Holdings LLC LLC 80.00 230 Park Avenue NY 10169 New York ING Trading Company Ltd. Ltd. 50001036 16.67 7F, No. 176, Sec. 1, 110 Taipei (Aetna Heart Co. Ltd.) Keelung Road ING Trust (Antilles) N.V. N.V. 20000895 100.00 Kaya W.F.G. (Jombi) Willemstad Curacao Mensing 14 ING Trust (Aruba) N.V. N.V. 20000890 100.00 L.G. Smith Boulevard 162 Oranjestad NO ING Trust (BVI) Ltd. Ltd. 20001170 100.00 Lion's Chambers P.O. Box Tortola 3459 ING Trust (Jersey) Ltd. Ltd. 20000859 100.00 46-50 Kensington Place St. Helier Jersey ING Trust S.A. 20000860 100.00 8, Boulevard Joseph II L-1840 Luxemburg (Luxembourg) S.A. ING Trust B.V. 20000179 100.00 Prinses Irenestraat 61 1077 WV Amsterdam (Nederland) B.V. ING Trust (Suisse) AG AG 20001645 100.00 Alpenstrasse 1 CH 6304 Zug ING Trust B.V. B.V. 20000800 100.00 Prinses Irenestraat 61 1077 WV Amsterdam ING TT&S (U.S.) Corp. 20002040 100.00 233 S.Wacker Drive,suite 60606 Chicago Capital Corp. 5200 ING TT&S (U.S.) Corp. 20002038 100.00 223 S. Wacker Drive,suite 60606 Chicago Holdings Corp. 5200 ING TT&S (U.S.) Corp. 20002041 100.00 440 S.LaSalle Street, 60605 Chicago Securities Inc. suite 2900 ING U.S. P&C Corporation Corp. 10000865 100.00 Wilmington (Del.) ING Valores C.A. 20001117 100.00 Av. Eugenio Mendoza, Piso 1062 Caracas (Venezuela) C.A. 16, Urb. La Castellana, Chacao, Altamira ING Vastgoed Arena B.V. B.V. 40000110 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Asset B.V. 40000019 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. ING Vastgoed B B.V. B.V. 40000236 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed B.V. B.V. 40000023 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Beheer B.V. 10000691 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij I B.V. ING Vastgoed B.V. 40000009 100.00 Schenkkade 65 2595 AS Den Haag Belegging B.V. ING Vastgoed B.V. 40000202 100.00 Schenkkade 65 2595 AS Den Haag Broekpolder B.V. ING Vastgoed CiBoGa B.V. B.V. 40000143 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Como I B.V. B.V. 40000126 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed N.V. 40000238 100.00 Schenkkade 65 2595 AS Den Haag Financiering N.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING REI Investment Netherlands No No No Real Estate Investments ING REI Investment (China) B.V. II B.V. ING REI Investment Netherlands No No No Holding Nationale Nederlanden Holdings B.V. Interfinance B.V. ING REI Investment I B.V. Netherlands No No No Holding ING REI Investment Holdings B.V. ING REI Investment II B.V. Netherlands No No No Real Estate Exploitation ING REI Investment Holdings B.V. ING REI Investment Netherlands No No No Real Estate Management ING REI Investment Spain B.V. II B.V. ING REI Investment UK B.V. Netherlands No No No Real Estate Investments ING Vastgoed Belegging B.V. ING Rel Alfa Sp.z o.o. Poland No No No Real Estate Management ING Lease (Polska) ING Retail Finance Pty Ltd Australia No No No Real Estate Financing ING Real Estate Asset Management Australia Pty Ltd ING Risk Management Bermuda No No No Management Company ING America Insurance (Bermuda) Limited (general) Holdings, Inc. ING RPFI Spain B.V. Netherlands No No No Real Estate: General ING Real Estate International Investment I B.V. ING Sector Kantoren Netherlands No No No Real Estate Management ING Vastgoed Asset Management B.V. Management B.V. ING Sector Logistics Netherlands No No No Real Estate Management ING Vastgoed Asset Management B.V. Management B.V. ING Sector Winkels Netherlands No No No Real Estate Management ING Vastgoed Asset Management B.V. Management B.V. ING Sector Woningen Netherlands No No No Real Estate Management ING Vastgoed Asset Management B.V. Management B.V. ING Seguros S.A. de C.V. Mexico No No No Life Insurance ING America Life Corporation ING Services LLC United States No No No Insurance Broker Investors Financial of America Group, Inc. ING Services Romania SRL Rumania No No No General Bank ING Bank N.V. ING Servicios, C.A. Venezuela No No No Service Company ING Bank N.V. ING Servicos Ltda Brazil No No No Representative Office ING Empreendimentos e Participacaos Ltda. ING Shipping (Asia Singapore No No No Service Company ING Bank N.V. Pacific) PTE Ltd. ING Startersbank B.V. Netherlands No No No Venture Capital Westland Utrecht Hypotheekbank N.V. ING Support Holding B.V. Netherlands No No No Holding ING Groep N.V. ING Sviluppo Fiduciaria Italy No No No Life Insurance ING Sviluppo SIM S.p.A Finanziaria S.p.A. ING Sviluppo Italy No No No Life Insurance ING Insurance Finanziaria S.p.A. International B.V. ING Sviluppo Italy No No No Financial Services ING Sviluppo Investimenti SIM S.P.A. Finanziaria S.p.A. ING Taurus Holdings LLC United States No No Yes Stockbrokerage ING Furman Selz Asset of America Management LLC ING Trading Company Ltd. Taiwan No No No Holding Aetna Heart Investment (Aetna Heart Co. Ltd.) Holdings Limited ING Trust (Antilles) N.V. Netherlands No No No Trust Company ING Trust B.V. Antilles ING Trust (Aruba) N.V. Aruba No No No Trust Company ING Trust B.V. ING Trust (BVI) Ltd. British No No No Trust Company ING Trust B.V. Overseas Colonies ING Trust (Jersey) Ltd. United Kingdom No No No Trust Company Baring Trustees (Guernsey) Limited ING Trust Luxemburg No No No Trust Company ING Trust B.V. (Luxembourg) S.A. ING Trust Netherlands No No No Trust Company ING Trust B.V. (Nederland) B.V. ING Trust (Suisse) AG Switzerland No No No Trust Company ING Trust B.V. ING Trust B.V. Netherlands No No No Holding ING Bank N.V. ING TT&S (U.S.) United States No No No Funding ING TT&S (U.S.) Capital Corp. of America Holdings Corp. ING TT&S (U.S.) United States No No No Holding ING (U.S.) Financial Holdings Corp. of America Holdings Corporation ING TT&S (U.S.) United States Yes No No Stockbrokerage ING TT&S (U.S.) Securities Inc. of America Capital Corp. ING U.S. P&C Corporation United States No No No Holding ING America Insurance of America Holdings, Inc. ING Valores Venezuela Yes No No Stockbrokerage ING Bank N.V. (Venezuela) C.A. ING Vastgoed Arena B.V. Netherlands No No No Real Estate Management ING Vastgoed Ontwikkeling B.V. ING Vastgoed Asset Netherlands No No No Real Estate Management ING Sector Kantoren Management B.V. Management B.V. ING Vastgoed B B.V. Netherlands No No No Holding ING Vastgoed Financiering N.V. ING Vastgoed B.V. Netherlands No No No Management Company ING Vastgoed Management (general) Holding B.V. ING Vastgoed Beheer Netherlands No No No Real Estate Management ING Vastgoed Maatschappij I B.V. Belegging B.V. ING Vastgoed Netherlands No No No Real Estate Exploitation ING Vastgoed V B.V. Belegging B.V. ING Vastgoed Netherlands No No No Real Estate Management Vastgoed De Appelaar Broekpolder B.V. Holding B.V. ING Vastgoed CiBoGa B.V. Netherlands No No No Real Estate Management ING Real Estate (MQE) N.V. ING Vastgoed Como I B.V. Netherlands No No No Holding ING Vastgoed B B.V. ING Vastgoed Netherlands No No No Finance Company ING Vastgoed B B.V. Financiering N.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING REI Investment 100.00 (China) B.V. ING REI Investment 100.00 Holdings B.V. ING REI Investment I B.V. 100.00 ING REI Investment II B.V. 100.00 ING REI Investment 100.00 Spain B.V. ING REI Investment UK B.V. 100.00 ING Rel Alfa Sp.z o.o. 100.00 ING Retail Finance Pty Ltd 100.00 ING Risk Management 100.00 (Bermuda) Limited ING RPFI Spain B.V. 100.00 ING Sector Kantoren 100.00 Management B.V. ING Sector Logistics 100.00 Management B.V. ING Sector Winkels 100.00 Management B.V. ING Sector Woningen 100.00 Management B.V. ING Seguros S.A. de C.V. 100.00 ING Services LLC 100.00 ING Services Romania SRL 100.00 ING Servicios, C.A. 100.00 ING Servicos Ltda 100.00 ING Shipping (Asia 100.00 Pacific) PTE Ltd. ING Startersbank B.V. 100.00 ING Support Holding B.V. 100.00 ING Sviluppo Fiduciaria 100.00 SIM S.p.A ING Sviluppo 25.00 ING 75.00 Finanziaria S.p.A. Continental Europe Holdings B.V. ING Sviluppo 100.00 Investimenti SIM S.P.A. ING Taurus Holdings LLC 80.00 ING Trading Company Ltd. 16.67 (Aetna Heart Co. Ltd.) ING Trust (Antilles) N.V. 100.00 ING Trust (Aruba) N.V. 100.00 ING Trust (BVI) Ltd. 100.00 ING Trust (Jersey) Ltd. 100.00 ING Trust 100.00 (Luxembourg) S.A. ING Trust 100.00 (Nederland) B.V. ING Trust (Suisse) AG 100.00 ING Trust B.V. 100.00 ING TT&S (U.S.) 100.00 Capital Corp. ING TT&S (U.S.) 100.00 Holdings Corp. ING TT&S (U.S.) 100.00 Securities Inc. ING U.S. P&C Corporation 100.00 ING Valores 100.00 (Venezuela) C.A. ING Vastgoed Arena B.V. 100.00 ING Vastgoed Asset 100.00 Management B.V. ING Vastgoed B B.V. 100.00 ING Vastgoed B.V. 100.00 ING Vastgoed Beheer 100.00 Maatschappij I B.V. ING Vastgoed 100.00 Belegging B.V. ING Vastgoed 100.00 Broekpolder B.V. ING Vastgoed CiBoGa B.V. 100.00 ING Vastgoed Como I B.V. 100.00 ING Vastgoed 100.00 Financiering N.V.
32
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ ING Vastgoed B.V. 40000129 100.00 Schenkkade 65 2595 AS Den Haag Fondsbelegging B.V. ING Vastgoed Fondsen B.V. B.V. 40000239 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Gateway Inc. 40000175 - Schenkkade 65 2595 AS Den Haag Mall Inc. ING Vastgoed Holdings Inc. Inc. 40000173 - Schenkkade 65 2595 AS Den Haag ING Vastgoed Mahler 4 B.V. B.V. 40000215 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Management B.V. 10000664 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holding B.V. ING Vastgoed New Inc. 40000176 - Schenkkade 65 2595 AS Den Haag Brittain Inc. ING Vastgoed One B.V. B.V. 40000185 - Schenkkade 65 2595 AS Den Haag ING Vastgoed One Promocao S.A. 40000186 - Schenkkade 65 2595 AS Den Haag Imobiliaria SA ING Vastgoed B.V. 40000256 100.00 Schenkkade 65 2595 AS Den Haag Ontwikkeling B.V. ING Vastgoed Paris B.V. B.V. 40000187 - Schenkkade 65 2595 AS Den Haag ING Vastgoed Project I B.V. 40000179 - Schenkkade 65 2595 AS Den Haag B.V. ING Vastgoed Project II Inc. 40000174 - Schenkkade 65 2595 AS Den Haag Inc. ING Vastgoed S.A. S.A. 50000811 100.00 Avenue des Arts 46, boite B-1000 Brussel 3 ING Vastgoed B.V. 40000083 100.00 Schenkkade 65 2595 AS Den Haag Spuimarkt B.V. ING Vastgoed St. B.V. 40000223 100.00 Schenkkade 65 2595 AS Den Haag Hubertus B.V. ING Vastgoed Sun B.V. B.V. 40000183 - Schenkkade 65 2595 AS Den Haag ING Vastgoed Sun Promocao S.A. 40000184 - Schenkkade 65 2595 AS Den Haag Imobiliaria SA ING Vastgoed Supholland B.V. 40000132 100.00 Schenkkade 65 2595 AS Den Haag B.V. ING Vastgoed V B.V. B.V. 40000002 100.00 Schenkkade 65 2595 AS Den Haag ING Vastgoed Watertorens B.V. 40000222 100.00 Schenkkade 65 2595 AS Den Haag II B.V. ING Vastgoed York B.V. B.V. 40000178 - Schenkkade 65 2595 AS Den Haag ING Verwaltung A.G. 50000326 100.00 Friedrichstrasse 2-6 60323 Frankfurt (Deutschland) GmbH A.G. ING Verzekeringen N.V. N.V. 10000900 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam ING VGB Growing B.V. B.V. 40000133 100.00 Schenkkade 65 2595 AS Den Haag ING VGB Nederland B.V. B.V. 40000134 100.00 Schenkkade 65 2595 AS Den Haag ING VGB NOVAPROJECTA B.V. B.V. 40000135 100.00 Schenkkade 65 2595 AS Den Haag ING Vysya Life Insurance Ltd. 50001040 26.00 No. 14, Sankey Road 560003 Bangalore Company Pty. Ltd. ING Winkels Beheer B.V. 40000149 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Winkels Bewaar B.V. 40000158 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Winkels Management B.V. 40000161 100.00 Schenkkade 65 2595 AS Den Haag B.V. ING Woningen Beheer B.V. 40000150 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Woningen Bewaar B.V. 40000159 100.00 Schenkkade 65 2595 AS Den Haag Maatschappij B.V. ING Woningen B.V. 40000163 100.00 Schenkkade 65 2595 AS Den Haag Management B.V. INGB Dormant Holding Ltd. 20001394 100.00 60 London Wall EC2M 5TQ London Company Limited INGB Securities Ltd. 20001302 100.00 60 London Wall EC2M 5TQ London (International) Holdings Limited INGB Securities Client Ltd. 20001390 100.00 60 London Wall EC2M 52Q London Services Limited Ingelton B.V. N.V. 20002388 100.00 Bijlmerplein 888 1102 MG Amsterdam ING-North East Asia Bank ? 20001165 70.00 Pyongyang Ingress N.V. N.V. 20000952 100.00 Kaya W.F.G. (Jombi) Willemstad Curacao Mensing 14 INIB N.V. N.V. 20000241 100.00 Burgemeester Rijnderslaan 1185 MC Amstelveen 20 Inmobiliaria Inmarangatu S.A. 15.00 Av. Nueva Tajamar 481, Santiago de Chile S.A. piso 17, Torre Norte, Las Condes Inmobiliaria Padre S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile Mariano S.A. piso 17, Torre Norte, Las Condes Inmolor S.A. S.A. 40000056 50.00 Schenkkade 65 2595 AS Den Haag Innovation & Developpement SPRL 20002144 5.19 Avenue Leon Champagne ,3 1480 Tubize en Brabant Wallon INSTEC Gesellschaft fur GmbH 24.08 Instandhaltung von Gebauden und Industrieanlag Institucion Financiera N.V. 20000402 100.00 Montevideo Externa Middenbank Curacao N.V. (Uruguay) Insurance Brokers Hotline Ltd. 10001502 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Limited Insurance Network Services Ltd. 10001530 - Level 13, 347 Kent Street NSW 2000 Sydney Pty Limited Insurancesmart Services Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ ING Vastgoed Netherlands No No No Real Estate Management ING Vastgoed V B.V. Fondsbelegging B.V. ING Vastgoed Fondsen B.V. Netherlands No No No Management Company ING Vastgoed B B.V. (general) ING Vastgoed Gateway Netherlands No No No Real Estate Management ING Vastgoed Mall Inc. Holdings Inc. ING Vastgoed Holdings Inc. Netherlands No No No Real Estate Management ? ING Vastgoed Mahler 4 B.V. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. ING Vastgoed Management Netherlands No No No Finance Company ING Verzekeringen N.V. Holding B.V. ING Vastgoed New Netherlands No No No Real Estate Management ING Vastgoed Brittain Inc. Holdings Inc. ING Vastgoed One B.V. Netherlands No No No Real Estate Management ? ING Vastgoed One Promocao Netherlands No No No Real Estate Management ING Vastgoed One B.V. Imobiliaria SA ING Vastgoed Netherlands No No No Real Estate Development ING Bank N.V. Ontwikkeling B.V. ING Vastgoed Paris B.V. Netherlands No No No Real Estate Management ? ING Vastgoed Project I Netherlands No No No Real Estate Management ? B.V. ING Vastgoed Project II Netherlands No No No Real Estate Management ING Vastgoed Inc. Holdings Inc. ING Vastgoed S.A. Belgium No No No Real Estate Exploitation ING Real Estate Asset Management Europe B.V. ING Vastgoed Netherlands No No No Real Estate Soil ING Vastgoed Spuimarkt B.V. Ontwikkeling B.V. ING Vastgoed St. Netherlands No No No Real Estate Soil ING Vastgoed Hubertus B.V. Watertorens II B.V. ING Vastgoed Sun B.V. Netherlands No No No Real Estate Management ? ING Vastgoed Sun Promocao Netherlands No No No Real Estate Management ING Vastgoed Sun B.V. Imobiliaria SA ING Vastgoed Supholland Netherlands No No No Holding ING Real Estate B.V. (MQE) N.V. ING Vastgoed V B.V. Netherlands No No No Holding N.V. Nationale Borg-Maatschappij ING Vastgoed Watertorens Netherlands No No No Holding ING Vastgoed II B.V. Ontwikkeling B.V. ING Vastgoed York B.V. Netherlands No No No Real Estate: General ? ING Verwaltung Germany No No No General Bank ING Bank N.V. (Deutschland) GmbH A.G. ING Verzekeringen N.V. Netherlands No No No Holding ING Groep N.V. ING VGB Growing B.V. Netherlands No No No Dormant ING Vastgoed Supholland B.V. ING VGB Nederland B.V. Netherlands No No No Real Estate Management ING Vastgoed Supholland B.V. ING VGB NOVAPROJECTA B.V. Netherlands No No No Real Estate Management ING Vastgoed Supholland B.V. ING Vysya Life Insurance India No No No Life Insurance ING Insurance Company Pty. Ltd. International B.V. ING Winkels Beheer Netherlands No No No Real Estate Management ING Vastgoed Asset Maatschappij B.V. Management B.V. ING Winkels Bewaar Netherlands No No No Real Estate Management ING Vastgoed B.V. Maatschappij B.V. ING Winkels Management Netherlands No No No Real Estate Management ING Vastgoed Asset B.V. Management B.V. ING Woningen Beheer Netherlands No No No Real Estate Management ING Vastgoed Asset Maatschappij B.V. Management B.V. ING Woningen Bewaar Netherlands No No No Real Estate Management ING Vastgoed B.V. Maatschappij B.V. ING Woningen Netherlands No No No Real Estate Management ING Vastgoed Asset Management B.V. Management B.V. INGB Dormant Holding United Kingdom No No No Holding ING Baring Securities Company Limited Services Limited INGB Securities United Kingdom No No No Holding ING Baring Securities (International) Holdings Holdings Limited Limited INGB Securities Client Caiman Islands No No No Holding ING Baring Holdings Services Limited Limited Ingelton B.V. Netherlands No No No Investment Company ING Bank N.V. ING-North East Asia Bank North Korea No No No General Bank ING Bank N.V. Ingress N.V. Netherlands No No No Financial Services ING Trust B.V. Antilles INIB N.V. Netherlands No No No Merchant Bank ING Bank N.V. Inmobiliaria Inmarangatu Chile Real Estate: General Inmobiliaria Padre S.A. Mariano S.A. Inmobiliaria Padre Chile Real Estate: General Aetna Credito Mariano S.A. Hipotecario S.A. Inmolor S.A. Spain No No No Real Estate: General MBO Camargo SA Innovation & Developpement Belgium No No No Service Company Bank Brussel en Brabant Wallon Lambert N.V. INSTEC Gesellschaft fur Germany Real Estate: General Industrie-Beteiligungs- Instandhaltung von Gesellschaft mbH Gebauden und Industrieanlag Institucion Financiera Uruguay No No No Offshore Banking ING Bank N.V. Externa Middenbank Curacao N.V. (Uruguay) Insurance Brokers Hotline Australia No No No Insurance: General Mercantile Mutual Pty Limited Insurance (Australia) Ltd. Insurance Network Services Australia No No No Insurance: General Mercantile Equities Pty Limited Ltd. Insurancesmart Services Canada Inactive Equisure Insurance Ltd. Services Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ ING Vastgoed 100.00 Fondsbelegging B.V. ING Vastgoed Fondsen B.V. 100.00 ING Vastgoed Gateway - Mall Inc. ING Vastgoed Holdings Inc. - ING Vastgoed Mahler 4 B.V. 100.00 ING Vastgoed Management 100.00 Holding B.V. ING Vastgoed New - Brittain Inc. ING Vastgoed One B.V. - ING Vastgoed One Promocao - Imobiliaria SA ING Vastgoed 100.00 Ontwikkeling B.V. ING Vastgoed Paris B.V. - ING Vastgoed Project I - B.V. ING Vastgoed Project II - Inc. ING Vastgoed S.A. 100.00 ING Vastgoed 100.00 Spuimarkt B.V. ING Vastgoed St. 100.00 Hubertus B.V. ING Vastgoed Sun B.V. - ING Vastgoed Sun Promocao - Imobiliaria SA ING Vastgoed Supholland 100.00 B.V. ING Vastgoed V B.V. 100.00 ING Vastgoed Watertorens 100.00 II B.V. ING Vastgoed York B.V. - ING Verwaltung 100.00 (Deutschland) GmbH A.G. ING Verzekeringen N.V. 100.00 ING VGB Growing B.V. 100.00 ING VGB Nederland B.V. 100.00 ING VGB NOVAPROJECTA B.V. 100.00 ING Vysya Life Insurance 26.00 Company Pty. Ltd. ING Winkels Beheer 100.00 Maatschappij B.V. ING Winkels Bewaar 100.00 Maatschappij B.V. ING Winkels Management 100.00 B.V. ING Woningen Beheer 100.00 Maatschappij B.V. ING Woningen Bewaar 100.00 Maatschappij B.V. ING Woningen 100.00 Management B.V. INGB Dormant Holding 100.00 Company Limited INGB Securities 100.00 (International) Holdings Limited INGB Securities Client 100.00 Services Limited Ingelton B.V. 100.00 ING-North East Asia Bank 70.00 Ingress N.V. 100.00 INIB N.V. 100.00 Inmobiliaria Inmarangatu 15.00 S.A. Inmobiliaria Padre 99.00 Aetna S.A. 1.00 Mariano S.A. Inmolor S.A. 50.00 Innovation & Developpement 5.19 en Brabant Wallon INSTEC Gesellschaft fur 24.08 Instandhaltung von Gebauden und Industrieanlag Institucion Financiera 100.00 Externa Middenbank Curacao N.V. (Uruguay) Insurance Brokers Hotline 100.00 Pty Limited Insurance Network Services - Pty Limited Insurancesmart Services 100.00 Ltd.
33
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Integrated Trade Services GmbH 50000236 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main GmbH 10 Inter Credit B.V. B.V. 20000807 100.00 Runnenburg 30 3981 AZ Bunnik InterAdvies N.V. N.V. 20000021 100.00 James Wattstraat 79 1097 DL Amsterdam Interbank On-line System Ltd. 20002003 12.50 39 Victoria street SWIH OEE Londen Limited Interessengemeinschaft GmbH 50000237 10.30 Alte Rothofstrasse 2-4 60313 Frankfurt am Main Frankfurter Kreditinstitute GmbH Interfinances de l'Quest S.A. 20002286 5.00 Nantes 15, rue de Belleville Intermediair Services N.V. N.V. 10000814 100.00 Antwerpen International Aviation S.A. 50000856 99.99 Route D'Esch 52 1470 Luxembourg S.A. International Credit S.A.S 20000808 100.00 3/5 Boulevard de 92523 Neuilly sur Seine Service S.A.S. Courbevoie International Driver B.V. 20000643 65.00 Weesperzijde 144 1091 ET Amsterdam Service B.V. International Factors S.A. S.A. 20002046 50.00 Av. de la Couronne 358 1050 Bruxelles International Factors S.A. 20002236 49.90 Bruxelles Services S.A. International Fund Ltd. 20001336 100.00 IFSC House, International Dublin 1 Managers (Ireland) Ltd. Financial Services Centre International Fund Ltd. 20001338 100.00 155 Bishopsgate EC2M 3XY London Managers UK Ltd. International Metal Ltd. 20001745 100.00 St Julian's Avenue St Peter Port, Trading Limited Guernsey International Private Ltd. 20001849 70.00 PO Bos 431,13-15 Victoria GY1 3ZD St. Peter Port Equity Services Limited Road International Ltd. 20001377 100.00 IFSC House, International Dublin 1 Securitisation Managers Financial Services Centre (Ireland) Ltd. Interned Holding B.V. B.V. 50000378 100.00 Nassaulaan 23 2514 JT Den Haag Interpartes incasso B.V. B.V. 20000928 100.00 Haarlemmerweg 506 1014 BL Amsterdam Interpay Nederland B.V. B.V. 20000459 29.85 Interunion Bank N.V. 20000278 51.00 Kaya Flamboyan 9 Willemstad Curacao (Antilles) N.V. Intervest B.V. B.V. 20001788 9.46 Den Bosch Intervest PPM B.V. B.V. 20001789 7.00 Den Bosch Inverberg B.V. B.V. 50000150 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Inversiones Cali Limitada Ltda. 99.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Inversiones Medellin Ltda. 99.00 Av. Nueva Tajamar 481, Santiago de Chile Limitada piso 17, Torre Norte, Las Condes Invertcom Ltd. Ltd. 50000803 100.00 107 Cheapside EC2V 6HJ London Invesco Asianet Fund Plc. Plc. - Yes IFSC House, International 1 Dublin 1 Financial Services Centre Investec Global Investment Plc. - Yes IFSC House, International 1 Dublin 1 portfolio Plc. Financial Services Centre Investors Financial LLC 50000910 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Group, LLC suite 1900 Investors Financial Inc. 50000917 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Planning, Inc. suite 1900 IsaNet S.A. S.A. 20002047 18.00 Bld de le Imperatrice 1000 Bruxelles 13/15 IsaServer S.A. S.A. 20002048 18.00 Bld de le Imperatrice 1000 Bruxelles 13/15 IsaSoftware S.A. S.A. 20002049 18.00 Bld de le Imperatrice 1000 Bruxelles 13/15 ITEM Club Limited Ltd. 50001071 20.00 8 Bishopsgate EC2N 4AE London IT-Partners S.A. 20002287 10.62 Zaventem J & A Holding B.V. B.V. 20001607 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost J. VLASBLOM ASSURANTIEN B.V. 10001353 37.50 Van Byemontsingel 1 3195 TA Rotterdam Pernis B.V. J.B. van den Brink B.V. 20001513 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij B.V. J.H. Moes Holding B.V. B.V. 20001498 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost J.W.Th.M. Kohlen Beheer B.V. 20001617 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Jansen en Zoon B.V. 10001300 100.00 Krullelaan 25 3701 TB Zeist Assuradeuren B.V. Jansen Groenendijk B.V. 10001299 100.00 Krullelaan 25 3701TB Zeist Assurantiemakelaars B.V. Jarandilla B.V. B.V. 20001591 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Jean-Paul de Waal B.V. 50000078 100.00 Drentestraat 24 1083 HK Amsterdam Holding B.V. Jemaas Beheer B.V. B.V. 20001464 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Jet N.V. N.V. 20000896 100.00 Kaya W.F.G. (Jombi) Willemstad Curacao Mensing 14 Jetta Vastgoed B.V. B.V. 10000720 100.00 Yes Schenkkade 65 2595 AS Den Haag Jomicapa B.V. B.V. 20002028 100.00 Bijlmerplein 888 1102 MG Amsterdam Jongert Beheer B.V. B.V. 20001590 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Integrated Trade Services Germany No No No BHF-BANK AG GmbH Inter Credit B.V. Netherlands No No No Financial Services NMB-Heller N.V. InterAdvies N.V. Netherlands No No No Finance Company ING Bank N.V. Interbank On-line System United Kingdom No No No Payment Services ING Bank N.V. Limited Interessengemeinschaft Germany No No No BHF-BANK AG Frankfurter Kreditinstitute GmbH Interfinances de l'Quest France No No No Financial Services Banque Bruxelles 15, rue de Belleville Lambert France S.A. Intermediair Services N.V. Belgium No No No Service Company Nationale Omnium N.V. International Aviation Luxemburg No No No Miscellaneous Bank Brussel S.A. Lambert N.V. International Credit France No No No Factoring NMB-Heller Holding N.V. Service S.A.S. International Driver Netherlands No No No Equity Management CW Lease Nederland BV Service B.V. International Factors S.A. Belgium No No No Financial Services Bank Brussel Lambert N.V. International Factors Belgium No No No Factoring International Services S.A. Factors S.A. International Fund Ireland No No No Fund Management Guernsey International Managers (Ireland) Ltd. Fund Managers Limited International Fund United Kingdom No No No Investment Services Baring Private Asset Managers UK Ltd. Management Ltd. International Metal United Kingdom No No No Equity Management Arnold Limited Trading Limited International Private United Kingdom No No No Private Equity BPEP Participations Equity Services Limited Limited International Ireland No No No Mngmnt. & Adm. of shares International Fund Securitisation Managers Managers (Ireland) Ltd. (Ireland) Ltd. Interned Holding B.V. Netherlands No No No Real Estate Management Westland/Utrecht Hypotheekbank N.V. Interpartes incasso B.V. Netherlands No No No Debt Collecting Postbank N.V. Interpay Nederland B.V. Netherlands No No No Payment Services ING Bank N.V. Interunion Bank Netherlands No No No General Bank ING Bank N.V. (Antilles) N.V. Antilles Intervest B.V. Netherlands No No No Financial Services Bank Mendes Gans N.V. Intervest PPM B.V. Netherlands No No No Financial Services Bank Mendes Gans N.V. Inverberg B.V. Netherlands No No No Cash Company ING Prena B.V. Inversiones Cali Limitada Chile Insurance: General Prosana S.A. Inversiones Medellin Chile Insurance: General Prosana S.A. Limitada Invertcom Ltd. United Kingdom No No No Lease ING Lease (UK) Limited Invesco Asianet Fund Plc. Ireland Investment Fund Investec Global Investment Ireland Investment Fund portfolio Plc. Investors Financial United States No No No Financial Services ING Brokers Group, LLC of America Network, LLC Investors Financial United States No No No Financial Services Investors Financial Planning, Inc. of America Group, LLC IsaNet S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. IsaServer S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. IsaSoftware S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. ITEM Club Limited United Kingdom No No No Non Group Company Bishopscourt Ltd IT-Partners Belgium No No No Service Company Bank Brussel Lambert N.V. J & A Holding B.V. Netherlands No No No Cash Company ING Prena B.V. J. VLASBLOM ASSURANTIEN Netherlands No No No Insurance broker B.V. Algemene B.V. Beleggingsmaatschappij Reigerdaal J.B. van den Brink Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij B.V. J.H. Moes Holding B.V. Netherlands No No No Cash Company ING Prena B.V. J.W.Th.M. Kohlen Beheer Netherlands No No No Cash Company ING Prena B.V. B.V. Jansen en Zoon Netherlands No No No Insurance broker Belhaska XI B.V. Assuradeuren B.V. Jansen Groenendijk Netherlands No No No Insurance broker Belhaska XI B.V. Assurantiemakelaars B.V. Jarandilla B.V. Netherlands No No No Cash Company ING Prena B.V. Jean-Paul de Waal Netherlands No No No Cash Company Trust Maatschappij Holding B.V. ING Bank B.V. Jemaas Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Jet N.V. Netherlands No No No Trust Company ING Trust B.V. Antilles Jetta Vastgoed B.V. Netherlands No No No Real Estate Management ING Vastgoed Fondsbelegging B.V. Jomicapa B.V. Netherlands No No No Investment Company Sutherland Beheer B.V. Jongert Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Integrated Trade Services 97.09 GmbH Inter Credit B.V. 100.00 InterAdvies N.V. 100.00 Interbank On-line System 12.50 Limited Interessengemeinschaft 10.30 Frankfurter Kreditinstitute GmbH Interfinances de l'Quest 5.00 15, rue de Belleville Intermediair Services N.V. 1.00 De 98.00 Westland/ 1.00 Vaderlandsche Utrecht N.V. Hypotheekmaat- schappij N.V. International Aviation 99.99 S.A. International Credit 100.00 Service S.A.S. International Driver 65.00 Service B.V. International Factors S.A. 50.00 International Factors 49.90 Services S.A. International Fund 100.00 Managers (Ireland) Ltd. International Fund 100.00 Managers UK Ltd. International Metal 100.00 Trading Limited International Private 70.00 Equity Services Limited International 100.00 Securitisation Managers (Ireland) Ltd. Interned Holding B.V. 100.00 Interpartes incasso B.V. 100.00 Interpay Nederland B.V. 29.85 Interunion Bank 51.00 (Antilles) N.V. Intervest B.V. 9.46 Intervest PPM B.V. 7.00 Inverberg B.V. 100.00 Inversiones Cali Limitada 99.00 Inversiones Medellin 99.00 Limitada Invertcom Ltd. 100.00 Invesco Asianet Fund Plc. Investec Global Investment portfolio Plc. Investors Financial 100.00 Group, LLC Investors Financial 100.00 Planning, Inc. IsaNet S.A. 18.00 IsaServer S.A. 18.00 IsaSoftware S.A. 18.00 ITEM Club Limited 20.00 IT-Partners 10.62 J & A Holding B.V. 100.00 J. VLASBLOM ASSURANTIEN 37.50 B.V. J.B. van den Brink 100.00 Beleggingsmaatschappij B.V. J.H. Moes Holding B.V. 100.00 J.W.Th.M. Kohlen Beheer 100.00 B.V. Jansen en Zoon 100.00 Assuradeuren B.V. Jansen Groenendijk 100.00 Assurantiemakelaars B.V. Jarandilla B.V. 100.00 Jean-Paul de Waal 100.00 Holding B.V. Jemaas Beheer B.V. 100.00 Jet N.V. 100.00 Jetta Vastgoed B.V. 100.00 Jomicapa B.V. 100.00 Jongert Beheer B.V. 100.00
34
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Jooeun Investment Trust Ltd. 50000380 20.00 8Fl Daeshin Securities 150-758 Seoul Management Company Limited Bldg., 34-8,Yoido- dong,Youngdeungpo-ku JTB Group B.V. B.V. 50000568 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost JUZA Onroerend Goed B.V. B.V. 20001938 100.00 Mr. Treublaan 7 1097 DP Amsterdam K & M Beheer B.V. B.V. 20001756 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Kager Poort B.V. B.V. 20001966 100.00 Mr Treublaan 7 1097 DP Amsterdam Kalival S.A. S.A. 20002075 100.00 89/91 rue du Faubourg 75008 Paris Saint-H Kalliope B.V. B.V. 20001624 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Kamadora Investments N.V. N.V. 20001012 100.00 Kaya W.F.G. (Jombi) Curacao Mensing 14 Kantoor Velperpoort B.V. B.V. 50000153 100.00 Schenkkade 65 2595 AS Den Haag Kantoorgebouw Johan de B.V. 10000029 100.00 Weena 505 3013 AL Rotterdam Wittlaan B.V. Kapelaansdijk I B.V. B.V. 50000117 100.00 Mr Treublaan 7 1097 DP Amsterdam Kazarian Insurance Ltd. 100.00 1580 20th St. East ON N4K 5P7 Owen Sound Brokers Limited Kema Financieel B.V. 10001302 100.00 Hereplein 4 9711 GA Groningen Adviseurs B.V. Kempens Bedrijvencentrum N.V. 20002288 5.82 Kempen N.V. Kenau B.V. B.V. 20000618 100.00 Bijlmerplein 888 1102 MG Amsterdam Kervezee Schotte B.V. 10001303 100.00 Thomsonplein 22-24 2565 KV Den Haag Adviesgroep B.V. Kijkgroep B.V. B.V. 20001545 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Kilduff Investments Ltd. Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton Kilse Poort B.V. B.V. 20001967 100.00 Mr Treublaan 7 1097 DP Amsterdam Kleber Vastgoed B.V. B.V. 10000574 100.00 Schenkkade 65 2595 AS Den Haag Koolhaas Verzekeringen N.V. 10000055 100.00 Weena 505 3013 AL Rotterdam N.V. Korea Special Plc. - Yes IFSC House, International 1 Dublin 1 Opportunities Fund Plc. Financial Services Centre Kort Ambacht Maatschappij B.V. 20001934 100.00 Mr. Treublaan 7 1097 DP Amsterdam tot exploitatie van onroerende goederen B.V. Koster Hodes Verzekeringen B.V. 10001363 100.00 Gorinchem B.V. Kouwenberg Holding B.V. B.V. 50000049 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Kubler & Niethammer AG 20.97 Papierfabrik Kriebstein AG Kubler & Niethammer GmnH 18.93 Papierfabrik Kriebstein Energieversorgung GmbH L. Beaton Insurance Inc. 100.00 1232 Kingsway ON P3B 2E8 Sudbury Brokers Inc. L. Herrebout Beleggingen B.V. 20002031 100.00 Bijlmerplein 888 1102 MG Amsterdam B.V. L.Martens Beheer B.V. B.V. 20001796 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost La Compagnie d'Assurances S.A. 10001409 97.00 7101 Jean-Talon Street H1M 3T6 Anjou Belair East, Suite 300 La Gro's Assurantiekantoor B.V. 10001304 100.00 Stationsweg 2 8901 DH Leeuwarden B.V. La Societe Civile S.A. 1 12.00 Rue Garnier 14 92200 Neuilly-sur-Seine Immobiliere PB 10 Laboratorio Bio Imagen Ltda. 99.00 Limitada Lagare (ING VastGoed) ? 40000195 - Schenkkade 65 2595 AS Den Haag Lagotis B.V. B.V. 20001247 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Langosta B.V. B.V. 20000354 100.00 Herculesplein 5 3584 AA Utrecht Larino B.V. B.V. 20000431 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Latourette B.V. B.V. 20001672 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lauwers Poort B.V. B.V. 50000118 100.00 Mr Treublaan 7 1097 DP Amsterdam Le Fort Life Limited Ltd. 100.00 Sydney Le Groupe 3PCS inc. Inc. 100.00 4545 avenue Pierre-de- PQ H1V 3R2 Montreal Coubertin Le Groupe Commerce S.A. 10001408 100.00 2450 Rue Girouard Ouest QC J2S 3B3 Saint-Hyacinth Compagnie d'Assurances Leacroft Limited Ltd. 20001401 100.00 8, Connaught Place, Hong Kong Central Leasing Principals Limited Ltd. 20001144 100.00 CW House,Cookham RG 12 7BW Berkshire Rd.,Bracknell Leaver B.V. B.V. 20001780 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Ledanca B.V. B.V. 20001155 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Leidse Rijn Poort B.V. B.V. 50000119 100.00 Mr Treublaan 7 1097 DP Amsterdam Lekse Poort B.V. B.V. 20001968 100.00 Mr Treublaan 7 1097 DP Amsterdam Leleque Pty Limited Ltd. 10001503 100.00 Level 13, 347 Kent Street NSW 2000 Sydney - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Jooeun Investment Trust South Korea No No Yes Investment Management ING Insurance Management Company Limited International B.V. JTB Group B.V. Netherlands No No No Cash Company ING Prena B.V. JUZA Onroerend Goed B.V. Netherlands No No No Real Estate Management Westland/Utrecht Hypotheekbank N.V. K & M Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Kager Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Kalival S.A. France No No No Investment Management Bank Brussel Lambert N.V. Kalliope B.V. Netherlands No No No Cash Company ING Prena B.V. Kamadora Investments N.V. Netherlands No No No Holding Middenbank Curacao N.V. Antilles Kantoor Velperpoort B.V. Netherlands No No No Real Estate Financing MBO-Vastgoed Lease B.V. Kantoorgebouw Johan de Netherlands No No No Real Estate Investments Nationale Nederlanden Wittlaan B.V. Interfinance B.V. Kapelaansdijk I B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Kazarian Insurance Canada Inactive Equisure Insurance Brokers Limited Services Ltd. Kema Financieel Netherlands No No No Insurance broker Belhaska XI B.V. Adviseurs B.V. Kempens Bedrijvencentrum Belgium No No No Real Estate Management Sogerfin s.a. N.V. Kenau B.V. Netherlands No No No Investment Company ING Bank N.V. Kervezee Schotte Netherlands No No No Insurance broker Belhaska XI B.V. Adviesgroep B.V. Kijkgroep B.V. Netherlands No No No Cash Company ING Prena B.V. Kilduff Investments Ltd. Canada Holding Equisure Financial Network, Inc. Kilse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Kleber Vastgoed B.V. Netherlands No No No Real Estate Exploitation BOZ B.V. Koolhaas Verzekeringen Netherlands No No No Insurance broker Nationale-Nederlanden N.V. Schadeverzekering Maatschappij N.V. Korea Special Ireland No Investment Fund Opportunities Fund Plc. Kort Ambacht Maatschappij Netherlands No No No Real Estate Management Westland/Utrecht tot exploitatie van Hypotheekbank N.V. onroerende goederen B.V. Koster Hodes Verzekeringen Netherlands No No No Insurance broker T. Koster Beheer B.V. B.V. Kouwenberg Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Kubler & Niethammer Germany Industrie-Beteiligungs- Papierfabrik Kriebstein AG Gesellschaft mbH Kubler & Niethammer Germany Industrie-Beteiligungs- Papierfabrik Kriebstein Gesellschaft mbH Energieversorgung GmbH L. Beaton Insurance Canada Insurance broker Equisure Insurance Brokers Inc. Services Ltd. L. Herrebout Beleggingen Netherlands No No No Cash Company ING Prena B.V. B.V. L.Martens Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. La Compagnie d'Assurances Canada No No No Insurance Company ING Canada Inc. Belair La Gro's Assurantiekantoor Netherlands No No No Insurance broker Belhaska XI B.V. B.V. La Societe Civile France No No No Real Estate: General Nationale-Nederlanden Immobiliere PB 10 Intervest IV B.V. Laboratorio Bio Imagen Colombia Cruz Blanca EPS S.A. Limitada Lagare (ING VastGoed) Netherlands No No No Real Estate: General ? Lagotis B.V. Netherlands No No No Cash Company ING Prena B.V. Langosta B.V. Netherlands No No No Investment Company BV Algemene Beleggingsmaatschappij CenE Bankiers N.V. Larino B.V. Netherlands No No No Cash Company ING Prena B.V. Latourette B.V. Netherlands No No No Cash Company ING Prena B.V. Lauwers Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Le Fort Life Limited Australia RetireInvest Corporation Limited Le Groupe 3PCS inc. Canada Insurance Agency 3662578 Canada Inc.(7) Le Groupe Commerce Canada No No No Insurance: General ING Canada P&C Inc. Compagnie d'Assurances Leacroft Limited Hong Kong No No No Investment Company INGB Securities Client Services Limited Leasing Principals Limited United Kingdom No No No Lease CW Lease UK Ltd Leaver B.V. Netherlands No No No Cash Company ING Prena B.V. Ledanca B.V. Netherlands No No No Cash Company ING Prena B.V. Leidse Rijn Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Lekse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Leleque Pty Limited Australia No No No Investment Company Mercantile Mutual Insurance (Australia) Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Jooeun Investment Trust 20.00 Management Company Limited JTB Group B.V. 100.00 JUZA Onroerend Goed B.V. 100.00 K & M Beheer B.V. 100.00 Kager Poort B.V. 100.00 Kalival S.A. 100.00 Kalliope B.V. 100.00 Kamadora Investments N.V. 100.00 Kantoor Velperpoort B.V. 100.00 Kantoorgebouw Johan de 100.00 Wittlaan B.V. Kapelaansdijk I B.V. 100.00 Kazarian Insurance 100.00 Brokers Limited Kema Financieel 100.00 Adviseurs B.V. Kempens Bedrijvencentrum 5.82 N.V. Kenau B.V. 100.00 Kervezee Schotte 100.00 Adviesgroep B.V. Kijkgroep B.V. 100.00 Kilduff Investments Ltd. 100.00 Kilse Poort B.V. 100.00 Kleber Vastgoed B.V. 100.00 Koolhaas Verzekeringen 100.00 N.V. Korea Special - Opportunities Fund Plc. Kort Ambacht Maatschappij 100.00 tot exploitatie van onroerende goederen B.V. Koster Hodes Verzekeringen 100.00 B.V. Kouwenberg Holding B.V. 100.00 Kubler & Niethammer 20.97 Papierfabrik Kriebstein AG Kubler & Niethammer 18.93 Papierfabrik Kriebstein Energieversorgung GmbH L. Beaton Insurance 100.00 Brokers Inc. L. Herrebout Beleggingen 100.00 B.V. L.Martens Beheer B.V. 100.00 La Compagnie d'Assurances 97.00 Belair La Gro's Assurantiekantoor 100.00 B.V. La Societe Civile 12.00 Immobiliere PB 10 Laboratorio Bio Imagen 99.00 Limitada Lagare (ING VastGoed) - Lagotis B.V. 100.00 Langosta B.V. 100.00 Larino B.V. 100.00 Latourette B.V. 100.00 Lauwers Poort B.V. 100.00 Le Fort Life Limited 100.00 Le Groupe 3PCS inc. 100.00 Le Groupe Commerce 100.00 Compagnie d'Assurances Leacroft Limited 100.00 Leasing Principals Limited 100.00 Leaver B.V. 100.00 Ledanca B.V. 100.00 Leidse Rijn Poort B.V. 100.00 Lekse Poort B.V. 100.00 Leleque Pty Limited 100.00
35
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Leocadia B.V. B.V. 50000527 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Leontina B.V. B.V. 10000209 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Lerac Investment S.A. S.A. 20000946 100.00 Kaya Flamboyan 9 Willemstad Curacao Lewing Developments Ltd. 50000789 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd Lexington Funds Inc. 50000190 100.00 7337 East Doubletree Ranch AZ 85258-2034 Scottsdale Distributor Road Lexington Global Asset LLC 50000191 100.00 Park 80 West Plaza Two NJ 07663 Saddle Brook Managers LLC Licorera B.V. B.V. 20001069 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Liecene B.V. B.V. 20001561 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lies C.V. C.V. 50000148 100.00 Schenkkade 65 2595 AS Den Haag Life Insurance Company Inc. 10000877 100.00 5780 Powers Ferry Road, GA 30327-4390 Atlanta (Ga.) of Georgia N.W. Life of Georgia Inc. 50000302 100.00 5780 Powers Ferry Road NW GA 30327-4390 Atlanta (Ga.) Agency, Inc. Limburgse Waterpoort B.V. B.V. 20001969 100.00 Mr Treublaan 7 1097 DP Amsterdam Lindenburgh C.V. C.V. 40000263 Schenkkade 65 2595 AS Den Haag Lingese Poort B.V. B.V. 20001970 100.00 Mr Treublaan 7 1097 DP Amsterdam Lion Connecticut Inc. 50000731 100.00 151 Farmington Avenue CT 06156 Hartfort, CT Holdings, Inc. Lion Custom LLC 50000303 100.00 5780 Powers Ferry Road NW GA 30327-4390 Atlanta (Ga.) Investments LLC Lion II Custom LLC 50000304 100.00 5780 Powers Ferry Road NW GA 30327-4390 Atlanta (Ga.) Investments LLC Liquidity Services Ltd. Ltd. 100.00 London lmmo Property B.V. 40000171 - Schenkkade 65 2595 AS Den Haag Tripolis A B.V. Loca-BBL S.A. S.A. 20002200 100.00 Paris Locabel Immo S.A. S.A. 20002192 100.00 Bruxelles Locabel S.A. S.A. 20002076 100.00 Avenue de Cortenbergh 71 1000 Bruxelles Locabel-Auto S.A. S.A. 20002193 100.00 Bruxelles Locabel-Invest S.A. S.A. 20002194 100.00 Bruxelles Location 3 Ltd. Ltd. 40000089 100.00 1200-65 Queenstreet West ON M5H 2M5 Toronto Locura Belegging B.V. B.V. 20000219 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Locust Street Inc. 50000193 100.00 909 Locust Street IA 50309 Des Moines Securities, inc Lokmaipattana Co. Limited Ltd. 20001747 10.00 Ramrhanghaeeng Rd.,Khwaeng Khet Bangk Bangkok Metropolis Hua Lomajoma Holdings B.V. B.V. 20001506 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Londam B.V. B.V. 20002022 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost London & Amsterdam Ltd. 40000164 50.00 Schenkkade 65 2595 AS Den Haag Development Ltd. London & Amsterdam Ltd. 40000025 100.00 Schenkkade 65 2595 AS Den Haag Properties Ltd. London and Leeds B.V. 50000059 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Investments (Holland) B.V. London and Leeds B.V. 50000473 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Investments 1 B.V. London and Leeds B.V. 50000471 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Investments 2 B.V. Longbow Fund Limited Ltd. - Yes P.O. Box 961, 30 De Castro Tortola Street, Road Town Longwood Offshore Fund - Yes Huntlaw Corporate Svcs, PO George Town, Gand Box 1350 GT, The Huntlaw Cayman Building, Fort Street Loodsschipper B.V. B.V. 50000058 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lorkendreef Beheer N.V. N.V. 20001678 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lotalota B.V. B.V. 20001525 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Louvreffel S.A. 20002077 100.00 16,rue Hoche 92906 Paris Lovento B.V. B.V. 20001532 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost LSSI Nevada, Inc. Inc. 50000368 100.00 One East First Street NV 89501 Reno LSSI North Carolina, Inc. Inc. 50000899 100.00 705 Washington Blvd., PA 17701 Williamsport Suite 100 LSSI Ohio Agency, Inc. Inc. 50000369 100.00 3822 Washington OH 44118 University Heights LSSI Texas, Inc. Inc. 50000370 100.00 1415 N. Loop West, Suite TX 77008 Houston 740 LSSI, Inc. Inc. 50000367 100.00 705 Washington Blvd., PA 17701 Williamsport Suite 100 Lucena Onroerend Goed B.V. B.V. 50000651 100.00 Schenkkade 65 2595 AS Den Haag Lugtenburg Assurantien B.V. 10001305 100.00 Stadhuisplein 10 4205 AX Gorinchem B.V. Lunamar N.V. N.V. 50000531 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Leocadia B.V. Netherlands No No No Cash Company ING Prena B.V. Leontina B.V. Netherlands No No No Real Estate Financing ING Groep N.V. Lerac Investment S.A. Netherlands No No No Investment Company Middenbank Curacao N.V. Antilles Lewing Developments Australia No No No Real Estate Development ING Real Estate Asset Pty Ltd Management Australia Pty Ltd Lexington Funds United States Yes No No Mutual Fund Operator ING Pilgrim Group, Inc. Distributor of America Lexington Global Asset United States No No No Mutual Fund Operator ING Pilgrim Group, Inc. Managers LLC of America Licorera B.V. Netherlands No No No Cash Company ING Prena B.V. Liecene B.V. Netherlands No No No Cash Company ING Prena B.V. Lies C.V. Netherlands No No No Real Estate Exploitation Marqes 11 B.V. Life Insurance Company United States No No No Life Insurance ING America Life of Georgia of America Corporation Life of Georgia United States No No No Insurance broker ING America Life Agency, Inc. of America Corporation Limburgse Waterpoort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Lindenburgh C.V. Netherlands No No No Real Estate: General ? Lingese Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Lion Connecticut United States No No No Holding ING America Insurance Holdings, Inc. of America Holdings, Inc. Lion Custom United States No No No Holding ING America Insurance Investments LLC of America Holdings, Inc. Lion II Custom United States No No No Real Estate Financing ING America Insurance Investments LLC of America Holdings, Inc. Liquidity Services Ltd. United Kingdom Yes No Yes Broker Sutherlands (Holdings) Ltd. lmmo Property Netherlands No No No Real Estate ? Tripolis A B.V. Loca-BBL S.A. France No No No Financial Services BBL International (U.K.) Ltd. Locabel Immo S.A. Belgium No No No Financial Services Locabel-Invest s.a. Locabel S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. Locabel-Auto S.A. Belgium No No No Financial Services Locabel S.A. Locabel-Invest S.A. Belgium No No No Financial Services Locabel S.A. Location 3 Ltd. Canada No No No Real Estate Development Sterling Developments B.V. Locura Belegging B.V. Netherlands No No No Investment Company ING Bank N.V. Locust Street United States Yes No No Stockbrokerage ING Advisors Securities, inc of America Network, Inc. Lokmaipattana Co. Limited Thailand No No No Trust Company Barsec (International) Limited Lomajoma Holdings B.V. Netherlands No No No Cash Company ING Prena B.V. Londam B.V. Netherlands No No No Cash Company ING Prena B.V. London & Amsterdam Netherlands No No No Real Estate Development ING Real Estate Development Ltd. Development International B.V. London & Amsterdam Netherlands No No No Real Estate Development ING Real Estate Properties Ltd. Development International B.V. London and Leeds Netherlands No No No Investment Company Trust Maatschappij Investments (Holland) B.V. ING Bank B.V. London and Leeds Netherlands No No No Investment Company Trust Maatschappij Investments 1 B.V. ING Bank B.V. London and Leeds Netherlands No No No Investment Company Trust Maatschappij Investments 2 B.V. ING Bank B.V. Longbow Fund Limited British Virgin No Investment Fund ? Islands Longwood Offshore Fund Caymand No Investment Fund ? Islands British West Indies Loodsschipper B.V. Netherlands No No No Cash Company ING Prena B.V. Lorkendreef Beheer N.V. Netherlands No No No Cash Company ING Prena B.V. Lotalota B.V. Netherlands No No No Cash Company ING Prena B.V. Louvreffel France No No No Real Estate Exploitation Bank Brussel Lambert N.V. Lovento B.V. Netherlands No No No Cash Company ING Prena B.V. LSSI Nevada, Inc. United States No No No Insurance Agency LSSI, Inc. of America LSSI North Carolina, Inc. United States No No No Insurance Agency LSSI, Inc. of America LSSI Ohio Agency, Inc. United States No No No Insurance Agency LSSI, Inc. of America LSSI Texas, Inc. United States No No No Insurance Agency LSSI, Inc. of America LSSI, Inc. United States No No No Insurance Agency Locust Street of America Securities, Inc. Lucena Onroerend Goed B.V. Netherlands No No No Real Estate Investments ING Real Estate Development International B.V. Lugtenburg Assurantien Netherlands No No No Insurance broker Belhaska XI B.V. B.V. Lunamar N.V. Netherlands No No No Cash Company ING Prena B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Leocadia B.V. 100.00 Leontina B.V. 100.00 Lerac Investment S.A. 100.00 Lewing Developments 100.00 Pty Ltd Lexington Funds 100.00 Distributor Lexington Global Asset 100.00 Managers LLC Licorera B.V. 100.00 Liecene B.V. 100.00 Lies C.V. 100.00 Life Insurance Company 100.00 of Georgia Life of Georgia 100.00 Agency, Inc. Limburgse Waterpoort B.V. 100.00 Lindenburgh C.V. 1.00 Lingese Poort B.V. 100.00 Lion Connecticut 100.00 Holdings, Inc. Lion Custom 100.00 Investments LLC Lion II Custom 100.00 Investments LLC Liquidity Services Ltd. 100.00 lmmo Property - Tripolis A B.V. Loca-BBL S.A. 100.00 Locabel Immo S.A. 100.00 Locabel S.A. 100.00 Locabel-Auto S.A. 100.00 Locabel-Invest S.A. 100.00 Location 3 Ltd. 100.00 Locura Belegging B.V. 100.00 Locust Street 100.00 Securities, inc Lokmaipattana Co. Limited 10.00 Lomajoma Holdings B.V. 100.00 Londam B.V. 100.00 London & Amsterdam 50.00 Development Ltd. London & Amsterdam 100.00 Properties Ltd. London and Leeds 100.00 Investments (Holland) B.V. London and Leeds 100.00 Investments 1 B.V. London and Leeds 100.00 Investments 2 B.V. Longbow Fund Limited - Longwood Offshore Fund - Loodsschipper B.V. 100.00 Lorkendreef Beheer N.V. 100.00 Lotalota B.V. 100.00 Louvreffel 100.00 Lovento B.V. 100.00 LSSI Nevada, Inc. 100.00 LSSI North Carolina, Inc. 100.00 LSSI Ohio Agency, Inc. 100.00 LSSI Texas, Inc. 100.00 LSSI, Inc. 100.00 Lucena Onroerend Goed B.V. 100.00 Lugtenburg Assurantien 100.00 B.V. Lunamar N.V. 100.00
36
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Lupulo B.V. B.V. 20001529 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lustroso B.V. B.V. 20001052 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Luteola B.V. B.V. 20001072 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Lynx Financial Services Ltd. 50000345 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd M.A.F.G. Ltd. Ltd. 10001429 100.00 Level 13, 347 Kent Street NSW 2000 Sydney M.B. van der Vlerk B.V. B.V. 20001580 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost M.D.W. LLC. LLC 20002078 99.00 Orange Street Wilmington 19801 Wilmington ,120 Delaware Maas Erasmus B.V. B.V. 40000211 100.00 Schenkkade 65 2595 AS Den Haag Maastrichter Poort B.V. B.V. 50000120 100.00 Mr Treublaan 7 1097 DP Amsterdam Maatschappij B.V. 10000204 100.00 Schenkkade 65 2595 AS Den Haag Stadhouderslaan B.V. Maatschappij tot B.V. 10000198 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Exploitatie van Onroerende Goederen "GrandHotel" B.V. Maatschappij tot B.V. 10000197 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Exploitatie van Onroerende Goederen"Kurhaus" B.V. Maatschappij tot B.V. 10000195 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Exploitatie van Onroerende Goederen"Palace" B.V. Macdonald Chisholm Ltd. 100.00 60 Aberdeen Street NS B4N 4H8 Kentville Holdings Limited Macdonald Chisholm Inc. 100.00 60 Aberdeen Street NS B4N 4H8 Kentville Incorporated MacLeod Fepco Insurance Ltd. 100.00 168 Main Avenue ON P0L 2B0 Smooth Rock Falls Brokers Ltd. Maculata B.V. B.V. 20001664 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Madival S.A. S.A. 20002237 100.00 Paris Madrigal B.V. B.V. 20001202 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Maison de la Radio Flagey S.A. 20002290 5.00 Bruxelles Maketravel Limited Ltd. 20001296 100.00 60 London Wall EC2M 5TQ London Management Services B.V. 20000749 100.00 Prinses Irenestraat 61 1077 WV Amsterdam ING Bank B.V. Mariahove C.V. C.V. 40000262 - Bergen Op Zoom Marienburg V.O.F. V.O.F. 20001816 50.00 Stationsplein 13 6512 AB Nijmegen Mark Twin Associates ? 40000189 - Schenkkade 65 2595 AS Den Haag Market Systems Inc. 50000195 100.00 Park 80, West Plaza Two NJ 07663 Saddle Brook Research, Inc. Markse Poort B.V. B.V. 20001971 100.00 Mr Treublaan 7 1097 DP Amsterdam Marktpassage Helmstedt GmbH 50000239 67.96 GmbH & Co.KG Marqes 11 B.V. B.V. 40000145 100.00 Schenkkade 65 2595 AS Den Haag Marqes 5 B.V. B.V. 40000139 100.00 Schenkkade 65 2595 AS Den Haag Marqes 6 B.V. B.V. 40000140 100.00 Schenkkade 65 2595 AS Den Haag Marqes 7 B.V. B.V. 40000141 100.00 Schenkkade 65 2595 AS Den Haag Marqes 8 B.V. B.V. 40000142 100.00 Fokkerweg 300 Buiding 84 1438 AN Oude Meer Marres B.V. B.V. 20001960 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Marvest C.V. C.V. 40000118 - Schenkkade 65 2595 AS Den Haag Matecom B.V. B.V. 50000043 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Math. Holding B.V. B.V. 20002020 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Matricula B.V. B.V. 50000044 100.00 Drentestraat 24 1083 HK Amsterdam Matthew Holding B.V. B.V. 20001563 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MAWOG GmbH 50000495 19.42 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstuckgesellschaft mbH 10 Mazairac Belegging B.V. B.V. 20002002 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MBO Brinkstraat B.V. B.V. 40000250 100.00 Schenkkade 65 2595 AS Den Haag MBO Brinkstraat Grond B.V. B.V. 40000249 100.00 Schenkkade 65 2595 AS Den Haag MBO Brinkstraat B.V. 40000248 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Brova C.V. C.V. 40000115 1.00 Schenkkade 65 2595 AS Den Haag MBO Camargo SA S.A. 40000055 100.00 Hermosilla nr.29 Madrid MBO Catharijnesingel B.V. B.V. 40000198 100.00 Schenkkade 65 2595 AS Den Haag MBO Catharijnesingel B.V. 40000197 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. MBO Catharijnesingel B.V. 40000196 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO De Hamershof II B.V. B.V. 40000123 100.00 Schenkkade 65 2595 AS Den Haag - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Lupulo B.V. Netherlands No No No Cash Company ING Prena B.V. Lustroso B.V. Netherlands No No No Cash Company ING Prena B.V. Luteola B.V. Netherlands No No No Investment Company ING Bank N.V. Lynx Financial Services Australia No No Yes Financial Services The Mercantile Mutual Pty Ltd Life Insurance Co. Ltd. M.A.F.G. Ltd. Australia No No No Investment Company Mercantile Mutual Insurance (Australia) Ltd. M.B. van der Vlerk B.V. Netherlands No No No Cash Company ING Prena B.V. M.D.W. LLC. United States No No No Service Company Bank Brussel of America Lambert N.V. Maas Erasmus B.V. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. Maastrichter Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Maatschappij Netherlands No No No Real Estate Management Nationale-Nederlanden Stadhouderslaan B.V. Holdinvest B.V. Maatschappij tot Netherlands No No No Real Estate Management Nationale Nederlanden Exploitatie van Onroerende Interfinance B.V. Goederen "GrandHotel" B.V. Maatschappij tot Netherlands No No No Real Estate Management Nationale Nederlanden Exploitatie van Onroerende Interfinance B.V. Goederen"Kurhaus" B.V. Maatschappij tot Netherlands No No No Real Estate Management Nationale Nederlanden Exploitatie van Onroerende Interfinance B.V. Goederen"Palace" B.V. Macdonald Chisholm Canada Holding Macdonald Chisholm Holdings Limited Incorporated Macdonald Chisholm Canada Insurance Agency Equisure Financial Incorporated Network, Inc. MacLeod Fepco Insurance Canada Insurance Agency Equisure Insurance Brokers Ltd. Services Ltd. Maculata B.V. Netherlands No No No Investment Company ING Groep N.V. Madival S.A. France No No No Financial Services Kalival S.A. Madrigal B.V. Netherlands No No No Cash Company ING Prena B.V. Maison de la Radio Flagey Belgium No No No Service Company Bank Brussel Lambert N.V. Maketravel Limited United Kingdom No No No Equity Management ING Baring Securities Services Limited Management Services Netherlands No No No Management Company ING Trust ING Bank B.V. (general) (Nederland) B.V. Mariahove C.V. Netherlands No No No Real Estate: General ? Marienburg V.O.F. Netherlands No No No Real Estate Development MBO Marienburg B.V. Mark Twin Associates Netherlands No No No Dormant ? Market Systems United States No No Yes Mutual Fund Operator Market Systems Research Research, Inc. of America Adviser, Inc. Markse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Marktpassage Helmstedt Germany No No No BHF-BANK AG GmbH & Co.KG Marqes 11 B.V. Netherlands No No No Real Estate Exploitation MBO-Vastgoed Lease B.V. Marqes 5 B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed B.V. Marqes 6 B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Asset Management B.V. Marqes 7 B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Asset Management B.V. Marqes 8 B.V. Netherlands No No No ING Support Holding B.V. Marres B.V. Netherlands No No No Investment Company Nationale-Nederlanden Nederland B.V. Marvest C.V. Netherlands No No No Holding ? Matecom B.V. Netherlands No No No Cash Company ING Prena B.V. Math. Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Matricula B.V. Netherlands No No No Cash Company ING Trust (BVI) Ltd. Matthew Holding B.V. Netherlands No No No Cash Company ING Prena B.V. MAWOG Germany No No No Real Estate: General BHF Immobilien-GmbH Grundstuckgesellschaft mbH Mazairac Belegging B.V. Netherlands No No No Cash Company ING Prena B.V. MBO Brinkstraat B.V. Netherlands No No No Real Estate Buildings MBO Brinkstraat Holding B.V. MBO Brinkstraat Grond B.V. Netherlands No No No Real Estate Soil MBO Brinkstraat Holding B.V. MBO Brinkstraat Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Brova C.V. Netherlands No No No Holding ? MBO Camargo SA Spain No No No Management Company ING Real Estate (general) Development International B.V. MBO Catharijnesingel B.V. Netherlands No No No Real Estate Buildings MBO Catharijnesingel Holding B.V. MBO Catharijnesingel Netherlands No No No Real Estate Soil MBO Catharijnesingel Grond B.V. Holding B.V. MBO Catharijnesingel Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO De Hamershof II B.V. Netherlands No No No Real Estate Buildings Technisch Bureau Nijhof B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Lupulo B.V. 100.00 Lustroso B.V. 100.00 Luteola B.V. 100.00 Lynx Financial Services 100.00 Pty Ltd M.A.F.G. Ltd. 100.00 M.B. van der Vlerk B.V. 100.00 M.D.W. LLC. 99.00 Maas Erasmus B.V. 100.00 Maastrichter Poort B.V. 100.00 Maatschappij 100.00 Stadhouderslaan B.V. Maatschappij tot 100.00 Exploitatie van Onroerende Goederen "GrandHotel" B.V. Maatschappij tot 100.00 Exploitatie van Onroerende Goederen"Kurhaus" B.V. Maatschappij tot 100.00 Exploitatie van Onroerende Goederen"Palace" B.V. Macdonald Chisholm 100.00 Holdings Limited Macdonald Chisholm 100.00 Incorporated MacLeod Fepco Insurance 100.00 Brokers Ltd. Maculata B.V. 100.00 Madival S.A. 100.00 Madrigal B.V. 100.00 Maison de la Radio Flagey 5.00 Maketravel Limited 100.00 Management Services 100.00 ING Bank B.V. Mariahove C.V. 1.00 Marienburg V.O.F. 50.00 Mark Twin Associates - Market Systems 100.00 Research, Inc. Markse Poort B.V. 100.00 Marktpassage Helmstedt 67.96 GmbH & Co.KG Marqes 11 B.V. 100.00 Marqes 5 B.V. 100.00 Marqes 6 B.V. 100.00 Marqes 7 B.V. 100.00 Marqes 8 B.V. 100.00 Marres B.V. 100.00 Marvest C.V. - Matecom B.V. 100.00 Math. Holding B.V. 100.00 Matricula B.V. 100.00 Matthew Holding B.V. 100.00 MAWOG 19.42 Grundstuckgesellschaft mbH Mazairac Belegging B.V. 100.00 MBO Brinkstraat B.V. 100.00 MBO Brinkstraat Grond B.V. 100.00 MBO Brinkstraat 100.00 Holding B.V. MBO Brova C.V. 1.00 MBO Camargo SA 100.00 MBO Catharijnesingel B.V. 100.00 MBO Catharijnesingel 100.00 Grond B.V. MBO Catharijnesingel 100.00 Holding B.V. MBO De Hamershof II B.V. 100.00
37
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ MBO De Hamershof II B.V. 40000122 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. MBO De Hamershof II B.V. 40000091 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Dommelstaete B.V. 40000094 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Emmasingel B.V. B.V. 40000214 100.00 Schenkkade 65 2595 AS Den Haag MBO Emmasingel Grond B.V. B.V. 40000213 100.00 Schenkkade 65 2595 AS Den Haag MBO Emmasingel B.V. 40000212 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Guyotplein B.V. B.V. 40000080 100.00 Schenkkade 65 2595 AS Den Haag MBO Guyotplein Grond B.V. B.V. 40000079 100.00 Schenkkade 65 2595 AS Den Haag MBO Guyotplein B.V. 40000264 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Kousteensedijk B.V. B.V. 40000245 100.00 Schenkkade 65 2595 AS Den Haag MBO Kousteensedijk B.V. 40000095 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. MBO Kousteensedijk B.V. 40000103 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Kruseman Van B.V. 40000254 100.00 Schenkkade 65 2595 AS Den Haag Eltenweg B.V. MBO Kruseman Van B.V. 40000255 100.00 Schenkkade 65 2595 AS Den Haag Eltenweg Grond B.V. MBO Kruseman Van B.V. 40000253 100.00 Schenkkade 65 2595 AS Den Haag Eltenweg Holding B.V. MBO LaFarga S.A. S.A. 40000067 100.00 Hermosilla nr.29 Madrid MBO Marienburg B.V. B.V. 40000073 100.00 Schenkkade 65 2595 AS Den Haag MBO Morisson Ltd. Ltd. 40000028 50.00 51 Melville Street, Atholl Edinburgh House MBO North America B.V. 40000081 100.00 Schenkkade 65 2595 AS Den Haag Finance B.V. MBO Oranjerie B.V. B.V. 40000193 100.00 Schenkkade 65 2595 AS Den Haag MBO Oranjerie Grond B.V. B.V. 40000192 100.00 Schenkkade 65 2595 AS Den Haag MBO Oranjerie Holding B.V. B.V. 40000191 100.00 Schenkkade 65 2595 AS Den Haag MBO Pleintoren B.V. B.V. 40000261 100.00 Schenkkade 65 2595 AS Den Haag MBO Pleintoren B.V. 40000259 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Riho C.V. C.V. 40000112 - Schenkkade 65 2595 AS Den Haag MBO Stadspoort B.V. B.V. 40000210 100.00 Schenkkade 65 2595 AS Den Haag MBO Stadspoort Grond B.V. B.V. 40000209 100.00 Schenkkade 65 2595 AS Den Haag MBO Stadspoort B.V. 40000208 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Vastgoed Lease B.V. B.V. 40000104 100.00 Schenkkade 65 2595 AS Den Haag MBO Via Catarina B.V. B.V. 40000076 100.00 Schenkkade 65 2595 AS Den Haag MBO Walburg Grond B.V. B.V. 20001026 100.00 Schenkkade 65 2595 AS Den Haag MBO Willem II Singel B.V. B.V. 40000207 100.00 Schenkkade 65 2595 AS Den Haag MBO Willem II Singel B.V. 40000206 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. MBO Willem II Singel B.V. 40000205 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MBO Zuidplein II B.V. B.V. 40000121 100.00 Schenkkade 65 2595 AS Den Haag MBO Zuidplein II B.V. 40000084 100.00 Schenkkade 65 2595 AS Den Haag Grond B.V. MBO Zuidplein II B.V. 40000082 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. MC-BBL Eastern Ltd. 20002079 50.66 Route de Esch 52 2965 Luxembourg European (Holdings) MC-BBL Securities Ltd. Ltd. 20002080 100.00 Undershaft ,1 EC3A 8LH London Medallion Insurance Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton (Edmonton) Ltd. Medicine Hat Inc. 100.00 3094 Dunmore Road SE AB T1B 2X2 Medicine Hat Insurance Inc. Melifluo B.V. B.V. 20000453 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Mercantile Equities Ltd. Ltd. 10001428 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Mercantile Mutual Ltd. 10001490 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Administration Services Pty Limited Mercantile Mutual Ltd. 10001423 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Custodians Pty Ltd. Mercantile Mutual Employee Ltd. 10001425 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Benefits Ltd. Mercantile Mutual Ltd. 10001438 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Financial Services Ltd. Mercantile Mutual Ltd. 10001416 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Health Ltd. Mercantile Mutual Ltd. 10001427 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance (Australia) Ltd. Mercantile Mutual Ltd. 10001434 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance (N.S.W. Workers Compensation) Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ MBO De Hamershof II Netherlands No No No Real Estate Soil MBO De Hamershof II Grond B.V. Holding B.V. MBO De Hamershof II Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Dommelstaete Netherlands No No No Holding Vastgoed Visarenddreef Holding B.V. Holding B.V. MBO Emmasingel B.V. Netherlands No No No Real Estate Buildings MBO Emmasingel Holding B.V. MBO Emmasingel Grond B.V. Netherlands No No No Real Estate Soil MBO Emmasingel Holding B.V. MBO Emmasingel Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Guyotplein B.V. Netherlands No No No Real Estate Buildings MBO Guyotplein Holding B.V. MBO Guyotplein Grond B.V. Netherlands No No No Real Estate Soil MBO Guyotplein Holding B.V. MBO Guyotplein Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Kousteensedijk B.V. Netherlands No No No Real Estate Buildings MBO Kousteensedijk Holding B.V. MBO Kousteensedijk Netherlands No No No Real Estate Soil MBO Kousteensedijk Grond B.V. Holding B.V. MBO Kousteensedijk Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Kruseman Van Netherlands No No No Real Estate Buildings MBO Kruseman van Eltenweg B.V. Eltenweg Holding B.V. MBO Kruseman Van Netherlands No No No Real Estate Soil MBO Kruseman van Eltenweg Grond B.V. Eltenweg Holding B.V. MBO Kruseman Van Netherlands No No No Holding ING Vastgoed Eltenweg Holding B.V. Ontwikkeling B.V. MBO LaFarga S.A. Spain No No No Real Estate Exploitation ING Real Estate International Development B.V. MBO Marienburg B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Ontwikkeling B.V. MBO Morisson Ltd. United Kingdom No No No Real Estate Exploitation ING Real Estate International Development B.V. MBO North America Netherlands No No No Finance Company ING Vastgoed Finance B.V. Financiering N.V. MBO Oranjerie B.V. Netherlands No No No Real Estate Buildings MBO Oranjerie Holding B.V. MBO Oranjerie Grond B.V. Netherlands No No No Real Estate Soil MBO Oranjerie Holding B.V. MBO Oranjerie Holding B.V. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. MBO Pleintoren B.V. Netherlands No No No Real Estate Buildings MBO Pleintoren Holding B.V. MBO Pleintoren Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Riho C.V. Netherlands No No No Holding ? MBO Stadspoort B.V. Netherlands No No No Real Estate Buildings MBO Stadspoort Holding B.V. MBO Stadspoort Grond B.V. Netherlands No No No Real Estate Soil MBO Stadspoort Holding B.V. MBO Stadspoort Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Vastgoed Lease B.V. Netherlands No No No Lease ING Vastgoed Financiering N.V. MBO Via Catarina B.V. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. MBO Walburg Grond B.V. Netherlands No No No Real Estate Soil MBO Walburg Holding B.V. MBO Willem II Singel B.V. Netherlands No No No Real Estate Buildings MBO Willem II Singel Holding B.V. MBO Willem II Singel Netherlands No No No Real Estate Soil MBO Willem II Grond B.V. Singel Holding B.V. MBO Willem II Singel Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MBO Zuidplein II B.V. Netherlands No No No Real Estate Buildings MBO Zuidplein II Holding B.V. MBO Zuidplein II Netherlands No No No Real Estate Soil MBO Zuidplein II Grond B.V. Holding B.V. MBO Zuidplein II Netherlands No No No Holding ING Vastgoed Holding B.V. Ontwikkeling B.V. MC-BBL Eastern Luxemburg No No No Holding Bank Brussel European (Holdings) Lambert N.V. MC-BBL Securities Ltd. United Kingdom Yes No No Stockbrokerage Bank Brussel Lambert N.V. Medallion Insurance Canada Inactive Equisure Financial (Edmonton) Ltd. Network, Inc. Medicine Hat Canada Insurance Agency Equisure Financial Insurance Inc. Network, Inc. Melifluo B.V. Netherlands No No No Investment Company ING Bank N.V. Mercantile Equities Ltd. Australia No No No Financial Services Mercantile Mutual Insurance (Australia) Ltd. Mercantile Mutual Australia No No No Administration Services The Mercantile Mutual Administration Services Pty Life Insurance Co. Ltd. Limited Mercantile Mutual Australia No No No Custody The Mercantile Mutual Custodians Pty Ltd. Life Insurance Co. Ltd. Mercantile Mutual Employee Australia No No No Empoyee Benefits The Mercantile Mutual Benefits Ltd. Life Insurance Co. Ltd. Mercantile Mutual Australia No No No Financial Services Mercantile Mutual Financial Services Ltd. Holdings Ltd. Mercantile Mutual Australia No No No Insurance: Health Mercantile Mutual Health Ltd. Holdings Ltd. Mercantile Mutual Australia No No No Insurance: General Mercantile Mutual Insurance (Australia) Ltd. Holdings Ltd. Mercantile Mutual Australia No No No Insurance: General Mercantile Mutual Insurance (N.S.W. Workers Insurance (Workers Compensation) Ltd. Compensation) Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ MBO De Hamershof II 100.00 Grond B.V. MBO De Hamershof II 100.00 Holding B.V. MBO Dommelstaete 100.00 Holding B.V. MBO Emmasingel B.V. 100.00 MBO Emmasingel Grond B.V. 100.00 MBO Emmasingel 100.00 Holding B.V. MBO Guyotplein B.V. 100.00 MBO Guyotplein Grond B.V. 100.00 MBO Guyotplein 100.00 Holding B.V. MBO Kousteensedijk B.V. 100.00 MBO Kousteensedijk 100.00 Grond B.V. MBO Kousteensedijk 100.00 Holding B.V. MBO Kruseman Van 100.00 Eltenweg B.V. MBO Kruseman Van 100.00 Eltenweg Grond B.V. MBO Kruseman Van 100.00 Eltenweg Holding B.V. MBO LaFarga S.A. 100.00 MBO Marienburg B.V. 100.00 MBO Morisson Ltd. 50.00 MBO North America 100.00 Finance B.V. MBO Oranjerie B.V. 100.00 MBO Oranjerie Grond B.V. 100.00 MBO Oranjerie Holding B.V. 100.00 MBO Pleintoren B.V. 100.00 MBO Pleintoren 100.00 Holding B.V. MBO Riho C.V. - MBO Stadspoort B.V. 100.00 MBO Stadspoort Grond B.V. 100.00 MBO Stadspoort 100.00 Holding B.V. MBO Vastgoed Lease B.V. 100.00 MBO Via Catarina B.V. 100.00 MBO Walburg Grond B.V. 100.00 MBO Willem II Singel B.V. 100.00 MBO Willem II Singel 100.00 Grond B.V. MBO Willem II Singel 100.00 Holding B.V. MBO Zuidplein II B.V. 100.00 MBO Zuidplein II 100.00 Grond B.V. MBO Zuidplein II 100.00 Holding B.V. MC-BBL Eastern 50.66 European (Holdings) MC-BBL Securities Ltd. 100.00 Medallion Insurance 100.00 (Edmonton) Ltd. Medicine Hat 100.00 Insurance Inc. Melifluo B.V. 100.00 Mercantile Equities Ltd. 100.00 Mercantile Mutual 100.00 Administration Services Pty Limited Mercantile Mutual 100.00 Custodians Pty Ltd. Mercantile Mutual Employee 100.00 Benefits Ltd. Mercantile Mutual 100.00 Financial Services Ltd. Mercantile Mutual 100.00 Health Ltd. Mercantile Mutual 100.00 Insurance (Australia) Ltd. Mercantile Mutual 100.00 Insurance (N.S.W. Workers Compensation) Ltd.
38
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Mercantile Mutual Ltd. 10001497 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance (SA Workers Compensation) Ltd. Mercantile Mutual Ltd. 10001433 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance (Workers Compensation) Ltd. Mercantile Mutual Ltd. 10001432 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance Equities Mercantile Mutual Ltd. 10001419 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Investment Management Ltd. Mercantile Mutual Ltd. 50000346 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Leasing Pty Limited Mercantile Mutual Staff Ltd. 10001504 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Retirement Fund Pty Limited Mercantile Mutual Worksure Ltd. 10001496 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Mercurius Beheer B.V. B.V. 20000612 100.00 Utrecht METRO Capital B.V. BV 50000240 12.91 MFSC Insurance Agency of Inc. 50000389 100.00 46 Accord Park Drive MA 02061 Norwell (MA) Massachusetts, Inc. MFSC Insurance Agency of Inc. 50000390 100.00 7555 Hobby Horse Lane OH 44060 Concord (OH) Ohio, Inc. MFSC Insurance Agency of Inc. 50000388 100.00 730 McKay Lane TX 76571 Salado (TX) Texas, Inc. Mia Ofice Americas, inc. Inc. 10001455 100.00 5780 Powers Ferry Road NW GA 30327-4390 Atlanta Middelburger Poort B.V. B.V. 50000121 100.00 Mr Treublaan 7 1097 DP Amsterdam Middenbank Curacao N.V. N.V. 20000213 100.00 Kaya Flamboyan 9 Willemstad Curacao Midwestern United Life Inc. 10000885 100.00 Fort Wayne (Ind.) Insurance Company Mijcene B.V. B.V. 20001560 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Minewell Limited Ltd. 50001083 100.00 8/F Three Exchange Square, Hong Kong 8 Connaught Place, Central Minnaar Holding B.V. B.V. 20001654 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Miopia B.V. B.V. 20002008 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Advies Deelnemingen N.V. 20000051 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. MKB Adviseurs B.V. B.V. 20000355 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Beleggingen B.V. B.V. 20000239 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Card B.V. B.V. 20001025 50.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Investments B.V. B.V. 20001194 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Punt B.V. B.V. 20000415 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKB Vliehors II B.V. B.V. 20000772 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost MKL Rentals Limited Ltd. 20001145 100.00 107 Cheapside EC2V 6HJ Londen MM Broker Services Limited Ltd. 50000347 100.00 Level 13, 347 Kent Street NSW 2000 Sydney MML Properties Pty. Ltd. Ltd. 10001426 100.00 Melbourne Molenweide B.V. B.V. 20001158 71.02 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Moneyramp.com Ltd. Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Monna N.V. Ltd. 20000892 100.00 Kaya W.F.G. (Jombi) Willemstad Curacao Mensing 14 Morche B.V. B.V. 20001550 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Morgex Insurance Ltd. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton Group Ltd. Mountbatten Limited Ltd. 20001402 100.00 8f Three Exchange Square, Central Hong Kong 5 Co Movir Financele B.V. 50000896 100.00 Brugwal 1 3432 NZ Nieuwegein Diensten B.V. Movir N.V. N.V. 10000018 100.00 Brugwal 1 3432 NZ Nieuwegein Mucc N.V. N.V. 20002195 33.33 Antwerpen Muggelpark GmbH & Co Erste KG 50000496 24.27 Bockenheimer Landstrasse 60323 Frankfurt am Main Gewerbeansiedlungs KG 10 Muguet B.V. B.V. 20001156 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Muidergracht Onroerend B.V. 20001946 100.00 Mr. Treublaan 7 1097 DP Amsterdam Goed B.V. Mularis N.V. N.V. 20002387 100.00 Bijlmerplein 888 1102 MG Amsterdam Mullens Nominees Pty Ltd. 50000666 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Ltd. (MNPL) Muller Bouwparticipatie B.V. 40000093 100.00 Schenkkade 65 2595 AS Den Haag B.V. MultiAccess B.V. B.V. 20000975 100.00 Ketelmeerstraat 192 8226 JX Lelystad Multicover B.V. B.V. 20001240 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Multi-Financial Group, Inc Inc. 50000391 100.00 370 17th Street, Suite CO 80202 Denver (Colorado) 5000 Multi-Financial Securities Inc. 50000734 100.00 370 17th Street, Suite CO 80202 Denver (Colorado) Corporation 5000 Multi-Financial Securities Inc. 100.00 370 17th Street, Suite CO 80202 Denver (Colorado) Corporation of Arizona, 5000 Inc. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Mercantile Mutual Australia No No No Insurance: General Mercantile Mutual Insurance (SA Workers Insurance (Workers Compensation) Ltd. Compensation) Ltd. Mercantile Mutual Australia No No No Insurance: General Mercantile Mutual Insurance (Workers Holdings Ltd. Compensation) Ltd. Mercantile Mutual Australia No No No Investment Management Mercantile Mutual Insurance Equities Insurance (Australia) Ltd. Mercantile Mutual Australia No No No Investment Management Mercantile Mutual Investment Management Ltd. Holdings Ltd. Mercantile Mutual Australia No No No Lease Mercantile Mutual Funds Leasing Pty Limited Management Ltd. Mercantile Mutual Staff Australia No No No Trust Company Mercantile Mutual Retirement Fund Pty Holdings Ltd. Limited Mercantile Mutual Worksure Australia No No No Insurance: General Mercantile Mutual Limited Insurance (Workers Compensation) Ltd. Mercurius Beheer B.V. Netherlands No No No Management Company BV Algemene (general) Beleggingsmaatschappij CenE Bankiers N.V. METRO Capital B.V. Netherlands No No No Management Company BHF-BANK AG (general) MFSC Insurance Agency of United States No No No Insurance Agency Multi-Financial Massachusetts, Inc. of America Securities Corporation MFSC Insurance Agency of United States No No No Insurance Agency Multi-Financial Ohio, Inc. of America Securities Corporation MFSC Insurance Agency of United States No No No Insurance Agency Multi-Financial Texas, Inc. of America Securities Corporation Mia Ofice Americas, inc. United States No No No Management Company ING America Insurance of America (general) Holdings, Inc. Middelburger Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Middenbank Curacao N.V. Netherlands No No No General Bank ING Bank N.V. Antilles Midwestern United Life United States No No No Life Insurance Security Life of Denver Insurance Company of America Insurance Company Mijcene B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Minewell Limited Hong Kong No No No Management Company ING Baring Far East (General) Nominees Limited Minnaar Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Miopia B.V. Netherlands No No No Cash Company ING Prena B.V. MKB Advies Deelnemingen Netherlands No No No Equity Management ING Bank N.V. B.V. MKB Adviseurs B.V. Netherlands No No No Consultancy MKB Advies Deelnemingen B.V. MKB Beleggingen B.V. Netherlands No No No Investment Company ING Bank Corporate Investments B.V. MKB Card B.V. Netherlands No No No Creditcard Company ING Bank N.V. MKB Investments B.V. Netherlands No No No Investment Company ING Bank N.V. MKB Punt B.V. Netherlands No No No Consultancy ING Bank N.V. MKB Vliehors II B.V. Netherlands No No No Venture Capital ING Bank Corporate Investments B.V. MKL Rentals Limited United Kingdom No No No Special Purpose Vehicle ING Lease (UK) Limited MM Broker Services Limited Australia No No No Life Insurance ING Life Limited MML Properties Pty. Ltd. Australia No No No Real Estate: General The Mercantile Mutual Life Insurance Co. Ltd. Molenweide B.V. Netherlands No No No Cash Company ING Prena B.V. Moneyramp.com Ltd. Canada No No No Internet Service Provider Equisure Financial Network, Inc. Monna N.V. Netherlands No No No Financial Services ING Trust (Antilles) NV Antilles Morche B.V. Netherlands No No No Cash Company ING Prena B.V. Morgex Insurance Canada No No No Insurance Agency Medallion Insurance Group Ltd. (Edmonton) Ltd. Mountbatten Limited Hong Kong No No No Equity Management INGB Securities Client Services Limited Movir Financele Netherlands No No No Financial Services Nationale-Nederlanden Diensten B.V. Nederland B.V. Movir N.V. Netherlands No No No Insurance: Health Nationale-Nederlanden Nederland B.V. Mucc N.V. Belgium No No No Financial Services BBL Hold S.A. Muggelpark GmbH & Co Erste Germany No No No Management Company BHF Immobilien-GmbH Gewerbeansiedlungs KG (general) Muguet B.V. Netherlands No No No Cash Company ING Prena B.V. Muidergracht Onroerend Netherlands No No No Real Estate: General Hypothecair Belang Goed B.V. Gaasperdam I N.V. Mularis N.V. Netherlands No No No Cash Company ING Prena B.V. Mullens Nominees Pty Australia No No No Financial Services BBL Nominees Ltd Ltd. (MNPL) Muller Bouwparticipatie Netherlands No No No Real Estate: General ING Vastgoed B.V. Ontwikkeling B.V. MultiAccess B.V. Netherlands No No No Management Company ING Bank N.V. (general) Multicover B.V. Netherlands No No No Cash Company ING Prena B.V. Multi-Financial Group, Inc United States No No No Holding ING Advisors of America Network, Inc. Multi-Financial Securities United States Yes No Yes Brokerage Multi-Financial Corporation of America Group Inc. Multi-Financial Securities United States No No No Insurance Agency Multi-Financial Corporation of Arizona, of America Securities Corporation Inc. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Mercantile Mutual 100.00 Insurance (SA Workers Compensation) Ltd. Mercantile Mutual 100.00 Insurance (Workers Compensation) Ltd. Mercantile Mutual 100.00 Insurance Equities Mercantile Mutual 100.00 Investment Management Ltd. Mercantile Mutual 100.00 Leasing Pty Limited Mercantile Mutual Staff 100.00 Retirement Fund Pty Limited Mercantile Mutual Worksure 100.00 Limited Mercurius Beheer B.V. 100.00 METRO Capital B.V. 12.91 MFSC Insurance Agency of 100.00 Massachusetts, Inc. MFSC Insurance Agency of 100.00 Ohio, Inc. MFSC Insurance Agency of 100.00 Texas, Inc. Mia Ofice Americas, inc. 100.00 Middelburger Poort B.V. 100.00 Middenbank Curacao N.V. 100.00 Midwestern United Life 100.00 Insurance Company Mijcene B.V. 100.00 Minewell Limited 50.00 INGB Dormant 50.00 Holding Company Limited Minnaar Holding B.V. 100.00 Miopia B.V. 100.00 MKB Advies Deelnemingen 100.00 B.V. MKB Adviseurs B.V. 100.00 MKB Beleggingen B.V. 100.00 MKB Card B.V. 50.00 MKB Investments B.V. 100.00 MKB Punt B.V. 100.00 MKB Vliehors II B.V. 100.00 MKL Rentals Limited 100.00 MM Broker Services Limited 100.00 MML Properties Pty. Ltd. 100.00 Molenweide B.V. 71.02 Moneyramp.com Ltd. 100.00 Monna N.V. 100.00 Morche B.V. 100.00 Morgex Insurance 99.00 Equisure 0.33 Healey 0.33 T.L.C. 0.33 Group Ltd. Financial Insurance Investments Network, Inc. Consultants Inc. Ltd. Mountbatten Limited 100.00 Movir Financele 100.00 Diensten B.V. Movir N.V. 100.00 Mucc N.V. 33.33 Muggelpark GmbH & Co Erste 24.27 Gewerbeansiedlungs KG Muguet B.V. 100.00 Muidergracht Onroerend 100.00 Goed B.V. Mularis N.V. 100.00 Mullens Nominees Pty 100.00 Ltd. (MNPL) Muller Bouwparticipatie 100.00 B.V. MultiAccess B.V. 100.00 Multicover B.V. 100.00 Multi-Financial Group, Inc 100.00 Multi-Financial Securities 100.00 Corporation Multi-Financial Securities 100.00 Corporation of Arizona, Inc.
39
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Multi-Financial Securities Inc. 50000908 100.00 370 17th Street, Suite CO 80202 Denver (Colorado) Corporation of California, 5000 Inc. Multi-Financial Securities Inc. 50000909 100.00 370 17th Street, Suite 5000 CO 80202 Denver (Colorado) Corporation of Nevada, Inc. Mundaka B.V. B.V. 50000060 100.00 Drentestraat 24 1083 HK Amsterdam Mustang B.V. B.V. 20001912 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Muteka B.V. B.V. 20001495 100.00 Prinses Irenestraat 61 1077 WV Amsterdam N&M Holding N.V. N.V. 20001684 100.00 Kaya Flamboyan 9 Curacao N.N. US Realty Corp. Corp. 10000826 100.00 Wilmington (Del.) N.V. Arnhemsche N.V. 10000072 100.00 Weena 505 3013 AL Rotterdam Hypotheekbank voor Nederland N.V. Arubaanse N.V. 10000841 100.00 Lloyd G. Smith Boulevard Oranjestad Verzekeringsagenturen 162, Punto Brabo N.V. Balmore N.V. 50000524 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam N.V. Belegging- en N.V. 10001449 100.00 Keizersgracht 165 1016 DP Amsterdam beheermaatschappij "Keizersgracht" N.V. Haagsche N.V. 10000026 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Herverzekering- Maatschappij van 1836 N.V. Instituut voor N.V. 20000469 100.00 3508 AC Utrecht Ziekenhuisfinanciering N.V. Nationale Borg- N.V. 10001450 100.00 Keizersgracht 165 1016 DP Amsterdam Maatschappij N.V. Nationale Volksbank N.V. 20000672 100.00 James Wattstraat 79 1079 DL Amsterdam N.V. Square Montgomery N.V. 10000710 100.00 Marcel Thirylaan 204 1200 Brussel N.V. Surinaamse N.V. 10000852 100.00 Paramaribo Verzekeringsagenturen N.V. Zeker Vast Gaasperdam N.V. 20001984 100.00 Mr. Treublaan 7 1097 DP Amsterdam Nagata Pty Limited Ltd. 10001498 100.00 Sydney NASDAQ Europe S.A. S.A. 20001469 10.32 Minervastraat 6, Box 2, B-1930 Zaventem National Alliance for Inc. 50000940 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Independent Portfolio suite 1900 Managers, Inc. Nationale Hypotheekbank N.V. 20001923 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Nationale Nederlanden JSC 50000754 100.00 Nadrazni 344/25 150 00 Prague Pojistovna a.s. Nationale Omnium N.V. N.V. 10000845 100.00 Frankrijklei 1 2000 Antwerpen Nationale-Nederland Life S.A. 50000290 100.00 198, Syngrou Avenue, Athens Insurance Company S.A. Kallithea Nationale-Nederlanden Ltd. 10000851 100.00 Folkestone (UK) Ltd. Nationale-Nederlanden S.A. 10001476 100.00 Madrid Agencia de Valores S.A. Nationale-Nederlanden N.V. 10000685 100.00 Schenkkade 65 2595 AS Den Haag Beleggingsrekening N.V. Nationale-Nederlanden B.V. 10000067 100.00 Schenkkade 65 2595 AS Den Haag Bouwfonds 1975 B.V. Nationale-Nederlanden B.V. 10000068 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Bouwfonds 1976 B.V. Nationale-Nederlanden CSFR S.R.O. 10000717 100.00 Nadrazni 344/25 150 00 Praag Intervest s.r.o. Nationale-Nederlanden CSFR V.O.S. 10000718 100.00 Nadrazni 344/25 150 00 Praag Real Estate v.o.s. Nationale-Nederlanden B.V. 20001212 100.00 James Wattstraat 79 1097 DL Amsterdam Financiele Diensten B.V. (Europahuis) Nationale-Nederlanden B.V. 10000050 100.00 Weena 505 3013 AL Rotterdam Financiering Maatschappij B.V. Nationale-Nederlanden S.A. 50000287 100.00 198, Syngrou Avenue, Athens Greek General Insurance Kallithea Company S.A. Nationale-Nederlanden B.V. 10000056 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Holdinvest B.V. Nationale-Nederlanden Kft. 10000716 100.00 Andrassy ut 9 H-1061 Budapest Hungary Real Estate Kft. Nationale-Nederlanden B.V. 10000058 100.00 Weena 505 3013 AL Rotterdam Hypotheekbedrijf N.V. Nationale-Nederlanden B.V. 10000085 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Interfinance B.V. Nationale-Nederlanden N.V. 10000017 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Internationale Schadeverzekering N.V. Nationale-Nederlanden B.V. 10000005 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Intertrust B.V. Nationale-Nederlanden B.V. 10000693 100.00 Yes Schenkkade 65 2595 AS Den Haag Intervest 52 B.V. Nationale-Nederlanden B.V. 10000020 100.00 Schenkkade 65 2595 AS Den Haag Intervest II B.V. Nationale-Nederlanden B.V. 10000044 100.00 Schenkkade 65 2595 AS Den Haag Intervest IV B.V. Nationale-Nederlanden B.V. 10000049 100.00 Schenkkade 65 2595 AS Den Haag Intervest IX B.V. Nationale-Nederlanden B.V. 10000045 100.00 Schenkkade 65 2595 AS Den Haag Intervest V B.V. Nationale-Nederlanden B.V. 10000081 100.00 Schenkkade 65 2595 AS Den Haag Intervest XI B.V. Nationale-Nederlanden B.V. 10000082 100.00 Schenkkade 65 2595 AS Den Haag Intervest XII B.V. Nationale-Nederlanden N.V. 10000015 100.00 Weena 505 1313 AL Rotterdam Levensverzekering Maatschappij N.V. Nationale-Nederlanden Ltd. 10001472 100.00 Tatabanya Mutual Funds Servicing & Consulting Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Multi-Financial Securities United States No No No Insurance Agency Multi-Financial Corporation of California, of America Securities Corporation Inc. Multi-Financial Securities United States No No No Insurance Agency Multi-Financial Corporation of Nevada, of America Securities Corporation Inc. Mundaka B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Mustang B.V. Netherlands No No No Cash Company ING Prena B.V. Muteka B.V. Netherlands No No No Management Company NMB-Heller Holding N.V. (general) N&M Holding N.V. Netherlands No No No Venture Capital ING Bank Corporate Antilles Investments B.V. N.N. US Realty Corp. United States No No No Real Estate: General Nationale-Nederlanden of America Intertrust B.V. N.V. Arnhemsche Netherlands No No No Mortgage bank Nationale-Nederlanden Hypotheekbank voor Hypotheekbank N.V. Nederland N.V. Arubaanse Aruba No No No Insurance broker Nationale-Nederlanden Verzekeringsagenturen Schadeverzekering Maatschappij N.V. N.V. Balmore Netherlands No No No Miscellaneous ING Verzekeringen N.V. N.V. Belegging- en Netherlands No No No Investment Company N.V. Nationale Borg- beheermaatschappij Maatschappij "Keizersgracht" N.V. Haagsche Netherlands No No No Dormant Company Nationale Nederlanden Herverzekering- Interfinance B.V. Maatschappij van 1836 N.V. Instituut voor Netherlands No No No Finance Company CenE Bankiers N.V. Ziekenhuisfinanciering N.V. Nationale Borg- Netherlands No No No Insurance: General Nationale-Nederlanden Maatschappij Nederland B.V. N.V. Nationale Volksbank Netherlands No No No Finance Company InterAdvies N.V. N.V. Square Montgomery Belgium No No No Real Estate Exploitation Belart S.A. N.V. Surinaamse Surinam No No No Insurance broker Nationale-Nederlanden Verzekeringsagenturen Schadeverzekering Maatschappij N.V. N.V. Zeker Vast Gaasperdam Netherlands No No No Real Estate Management Hypothecair Belang Gaasperdam I N.V. Nagata Pty Limited Australia No No No Dormant Mercantile Mutual Funds Management Ltd. NASDAQ Europe S.A. Belgium No No No Stock Exchange Bank Brussel Lambert N.V. National Alliance for United States No No No Insurance Agency IFG Advisory, Inc. Independent Portfolio of America Managers, Inc. Nationale Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Utrechtse Hypotheekbank N.V. N.V. Nationale Nederlanden Czech Republic No No No Life Insurance ING Continental Pojistovna a.s. Europe Holdings B.V. Nationale Omnium N.V. Belgium No No No Insurance: General De Vaderlandsche N.V. Nationale-Nederland Life Greece No No No Insurance: Life ING Continental Insurance Company S.A. Europe Holdings B.V. Nationale-Nederlanden United Kingdom No No No Insurance: General Nationale-Nederlanden (UK) Ltd. Overseas Finance and Investment Company Nationale-Nederlanden Spain No No No ING Continental Europe Agencia de Valores S.A. Holdings B.V. Nationale-Nederlanden Netherlands No No No Custody Nationale Nederlanden Beleggingsrekening N.V. Interfinance B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management ING Vastgoed N.V. Bouwfonds 1975 B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management ING Vastgoed N.V. Bouwfonds 1976 B.V. Nationale-Nederlanden CSFR Czech Republic No No No Real Estate: General Nationale-Nederlanden Intervest s.r.o. Intervest IX B.V. Nationale-Nederlanden CSFR Czech Republic No No No Real Estate: General Nationale Nederlanden Real Estate v.o.s. Interfinance B.V. Nationale-Nederlanden Netherlands No No No Financial Services ING Bank N.V. Financiele Diensten B.V. Nationale-Nederlanden Netherlands No No No Finance Company Nationale-Nederlanden Financiering Maatschappij Holdinvest B.V. B.V. Nationale-Nederlanden Greece No No No Insurance: General ING Continental Europe Greek General Insurance Holdings B.V. Company S.A. Nationale-Nederlanden Netherlands No No No RE: Asset Management Nationale Nederlanden Holdinvest B.V. Interfinance B.V. Nationale-Nederlanden Hungary No No No Real Estate: General Nationale-Nederlanden Hungary Real Estate Kft. Intervest XI B.V. Nationale-Nederlanden Netherlands No No No Mortgage Bank Nationale-Nederlanden Hypotheekbedrijf N.V. Nederland B.V. Nationale-Nederlanden Netherlands No No No Finance Company ING Verzekeringen N.V. Interfinance B.V. Nationale-Nederlanden Netherlands No No No Insurance: Accident Grabenstrasse Staete Internationale B.V. Schadeverzekering N.V. Nationale-Nederlanden Netherlands No No No Asset Management ING Insurance Intertrust B.V. International B.V. Nationale-Nederlanden Netherlands No No No Asset Management ING Vastgoed N.V. Intervest 52 B.V. Nationale-Nederlanden Netherlands No No No Asset Management ING REI Investment Intervest II B.V. II B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management BOZ B.V. Intervest IV B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management Nationale Nederlanden Intervest IX B.V. Interfinance B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management BOZ B.V. Intervest V B.V. Nationale-Nederlanden Netherlands No No No Real Estate Investments ING REI Investment Intervest XI B.V. II B.V. Nationale-Nederlanden Netherlands No No No RE: Asset Management ING REI Investment Intervest XII B.V. UK B.V. Nationale-Nederlanden Netherlands No No No Insurance: Life & General Nationale-Nederlanden Levensverzekering Nederland B.V. Maatschappij N.V. Nationale-Nederlanden Hungary No No No Fund Management Grabenstrasse Mutual Funds Servicing & Staete B.V. Consulting Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Multi-Financial Securities 100.00 Corporation of California, Inc. Multi-Financial Securities 100.00 Corporation of Nevada, Inc. Mundaka B.V. 100.00 Mustang B.V. 100.00 Muteka B.V. 100.00 N&M Holding N.V. 100.00 N.N. US Realty Corp. 100.00 N.V. Arnhemsche 100.00 Hypotheekbank voor Nederland N.V. Arubaanse 100.00 Verzekeringsagenturen N.V. Balmore 100.00 N.V. Belegging- en 100.00 beheermaatschappij "Keizersgracht" N.V. Haagsche 100.00 Herverzekering- Maatschappij van 1836 N.V. Instituut voor 100.00 Ziekenhuisfinanciering N.V. Nationale Borg- 100.00 Maatschappij N.V. Nationale Volksbank 100.00 N.V. Square Montgomery 95.00 BOZ B.V. 5.00 N.V. Surinaamse 100.00 Verzekeringsagenturen N.V. Zeker Vast Gaasperdam 100.00 Nagata Pty Limited 100.00 NASDAQ Europe S.A. 1.81 ESD Managers 0.58 ING Bank N.V. 7.56 ING Baring 0.37 Limited Furman Selz LLC National Alliance for 100.00 Independent Portfolio Managers, Inc. Nationale Hypotheekbank 100.00 N.V. Nationale Nederlanden 100.00 Pojistovna a.s. Nationale Omnium N.V. 100.00 Nationale-Nederland Life 100.00 Insurance Company S.A. Nationale-Nederlanden 100.00 (UK) Ltd. Nationale-Nederlanden 100.00 Agencia de Valores S.A. Nationale-Nederlanden 100.00 Beleggingsrekening N.V. Nationale-Nederlanden 100.00 Bouwfonds 1975 B.V. Nationale-Nederlanden 100.00 Bouwfonds 1976 B.V. Nationale-Nederlanden CSFR 100.00 Intervest s.r.o. Nationale-Nederlanden CSFR 100.00 Real Estate v.o.s. Nationale-Nederlanden 100.00 Financiele Diensten B.V. Nationale-Nederlanden 100.00 Financiering Maatschappij B.V. Nationale-Nederlanden 100.00 Greek General Insurance Company S.A. Nationale-Nederlanden 100.00 Holdinvest B.V. Nationale-Nederlanden 100.00 Hungary Real Estate Kft. Nationale-Nederlanden 100.00 Hypotheekbedrijf N.V. Nationale-Nederlanden 100.00 Interfinance B.V. Nationale-Nederlanden 100.00 Internationale Schadeverzekering N.V. Nationale-Nederlanden 100.00 Intertrust B.V. Nationale-Nederlanden 100.00 Intervest 52 B.V. Nationale-Nederlanden 100.00 Intervest II B.V. Nationale-Nederlanden 100.00 Intervest IV B.V. Nationale-Nederlanden 100.00 Intervest IX B.V. Nationale-Nederlanden 100.00 Intervest V B.V. Nationale-Nederlanden 100.00 Intervest XI B.V. Nationale-Nederlanden 100.00 Intervest XII B.V. Nationale-Nederlanden 100.00 Levensverzekering Maatschappij N.V. Nationale-Nederlanden 100.00 Mutual Funds Servicing & Consulting Ltd.
40
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Nationale-Nederlanden B.V. 10000084 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Nederland B.V. Nationale-Nederlanden Ltd. 10000850 100.00 Londen Overseas Finance and Investment Company Nationale-Nederlanden B.V. 10000538 100.00 Weena 505 3013 AL Rotterdam Pensioen Diensten B.V. Nationale-Nederlanden A.S. 10001474 100.00 Bratislava Poist'ovna A.S. Nationale-Nederlanden S.A. 10000051 100.00 Ul. Ludna 2 00-406 Warsaw Polska S.A. Nationale-Nederlanden Real Ltd. 10000679 - Londen Estate Limited Nationale-Nederlanden N.V. 10000016 100.00 Beatrixlaan 35 2595 AK Den Haag Schadeverzekering Maatschappij N.V. Nationale-Nederlanden B.V. 10000010 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag Vermogensbeheer B.V. Nationale-Nederlanden N.V. 10000528 100.00 Beatrixlaan 35 2595 AK Den Haag Zorgverzekering N.V. Nederlandse N.V. 20000091 9.02 Bezuidenhoutseweg 62 2509 AB Den Haag Financieringsmaatschappij voor Ontwikkelingslanden N.V. Nedermex Limited N.V. N.V. 20001727 100.00 Kaya W.F.G. Mensing 14 Curacao Need-Based Holding B.V. B.V. 50000061 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Netherlands Caribbean N.V. 20001704 51.00 Kaya W.F.G. Mensing 14 Curacao Bank N.V. Netherlands Life Ltd. 10001540 100.00 Soosong-dong 1461-1, 110-140 Seoul Insurance Company Ltd Leema-Bldg, Chongro-ku New Flag Euro High Plc. - Yes IFSC House, International 1 Dublin Yield Plc. Financial Services Centre New Immo-Schuman s.a. S.A. 20002081 100.00 Avenue Marnix 24 1000 Bruxelles Newco Mexico (SCA) S.C.A. 49.00 Batallon de San Patricio 66269 Monterrey 111-20, Col. Valle Oriente C.P. Newco-One Corporation Corp. 20001691 5.00 1013 Centre Road Wilmington, Delaware Nexuslore Limited Ltd. 50000139 100.00 107 Cheapside EC2V GHJ London Neyrad B.V. B.V. 50000790 100.00 Karspeldreef 14 1101 CK Amsterdam NG Vastgoed Silver B.V. 40000216 100.00 Schenkkade 65 2595 AS Den Haag Forum B.V. NIDDA Grundstucks-und GmbH 50000241 97.09 Bockenheimer Landstrasse 60323 Frankfurt am Main Beteiligungs-GmbH 10 Nieuwenhuis en Soer B.V. 10001309 100.00 Stationsweg 2 7941 HD Meppel Assurantien B.V. Nigra Verwaltung GmbH & GmbH 20002642 26.44 Bockenheimer Landstrasse 60323 Frankfurt am Main Co., 11. Vermietungs KG 10 Nigra Verwaltung GmbH & GmbH 20002643 26.44 Bockenheimer Landstrasse 60323 Frankfurt am Main Co., Objekt Dresden 10 Heidenau KG Nivo Investments B.V. B.V. 20000917 100.00 Utrecht NMB Equity N.V. 20000385 100.00 Kaya W.F.G.(Jombi) Mensing Willemstad Curacao Participations N.V. 14 NMB-Heller Holding N.V. N.V. 20000040 50.00 Runnenburg 30 3981 AZ Bunnik NMB-Heller Ltd. Ltd. 20001496 100.00 Park House 22 Park Street CK9 1RD Croydon NMB-Heller N.V. N.V. 20000804 100.00 Runnenburg 30 3981 AZ Bunnik NMB-Heller GmbH 20000954 100.00 Dusseldorf Zweigniederlassung Neuss NN (UK General) Ltd. Ltd. 10001381 100.00 Folkestone NN Capital Management ? 10001405 100.00 1 Concorde Gate, Don Mills M3C 3N6 Toronto (Ontario) NN Funds Limited Ltd. 10001404 100.00 1 Concorde Gate, Don Mills M3C 3N6 Toronto (Ontario) NN Lease SRL S.R.L. 50000943 100.00 6A Barbu Delavrancea 71304 Bucharest Street, sector 1, B NN Life Insurance ? 10000825 100.00 1 Concorde Gate, Don Mills M3C 3N6 Toronto (Ontario) Company of Canada NN Maple Leaf Ltd. Ltd. 10000733 100.00 1 Concorde Gate, Don Mills M3C 3N6 Toronto (Ontario) NN Mutual Fund Corp. 10000711 95.00 198 Sygrou Avenue 17671 Athens Management Co. NNA Limited Ltd. 10001486 100.00 Level 13, 347 Kent Street NSW 2000 Sydney NNI Clarion CDV, LLC LLC 100.00 335 Madison Avenue NY 10017 New York NNI Clarion LLC 100.00 335 Madison Avenue NY 10017 New York Development, LLC NOBIS Societe des S.A. 20002562 26.21 Luxembourg Banques Privees Nofegol Beheer B.V. B.V. 20000200 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Noord Lease B.V. B.V. 20000638 100.00 Lavendelweg 7 9703 LM Groningen Noordster v.o.f. V.O.F. 20000732 50.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Noordwester Hypotheken N.V. 10000625 100.00 Weena 505 3013 AL Rotterdam N.V. Norlic, Inc. Inc. 50000197 100.00 Century Square, Suite WA 98101 Seattle 1000, 1504 4th Avenue North Bay Mortgages.ca Ltd. 100.00 590 Graham Drive ON P1B 7S1 North Bay Services Ltd. North Star Insurance Ltd. 100.00 300 Lakeshore Drive ON P1A 3V2 North Bay Services Ltd. Northeastern Corporation Inc. 50000374 100.00 4601 Fairfax Drive VA 22203 Arlington - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Nationale-Nederlanden Netherlands No No No Management Company ING Verzekeringen N.V. Nederland B.V. (general) Nationale-Nederlanden United Kingdom No No No Finance Company ING Insurance Overseas Finance and International B.V. Investment Company Nationale-Nederlanden Netherlands No No No Pension Services Nationale-Nederlanden Pensioen Diensten B.V. Nederland B.V. Nationale-Nederlanden Slovakia No No No Insurance: General ING Continental Europe Poist'ovna A.S. Holdings B.V. Nationale-Nederlanden Poland No No No Life Insurance ING Continental Europe Polska S.A. Holdings B.V. Nationale-Nederlanden Real United Kingdom No No No Real Estate: General ? Estate Limited Nationale-Nederlanden Netherlands No No No Insurance: Accident Nationale-Nederlanden Schadeverzekering Nederland B.V. Maatschappij N.V. Nationale-Nederlanden Netherlands No No No Asset Management Nationale-Nederlanden Vermogensbeheer B.V. Holdinvest B.V. Nationale-Nederlanden Netherlands No No No Insurance: Health Nationale-Nederlanden Zorgverzekering N.V. Nederland B.V. Nederlandse Netherlands No No No Finance Company ING Bank N.V. Financieringsmaatschappij voor Ontwikkelingslanden N.V. Nedermex Limited N.V. Netherlands No No No Equity Management ING Bank N.V. Antilles Need-Based Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Netherlands Caribbean Cuba No No No General Bank Okalia N.V. Bank N.V. Netherlands Life South Korea No No No Insurance: General ING Insurance Insurance Company Ltd International B.V. New Flag Euro High Ireland Investment Fund Yield Plc. New Immo-Schuman s.a. Belgium No No No Real Estate Management Bank Brussel Lambert N.V. Newco Mexico (SCA) Mexico ING Insurance International B.V. Newco-One Corporation United States No No No Holding ING Lease of America (Nederland) B.V. Nexuslore Limited United Kingdom No No No Lease ING Lease (UK) Limited Neyrad B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. NG Vastgoed Silver Netherlands No No No Real Estate: General ING Vastgoed Forum B.V. Ontwikkeling B.V. NIDDA Grundstucks-und Germany No No No Real Estate: General BHF-BANK AG Beteiligungs-GmbH Nieuwenhuis en Soer Netherlands No No No Insurance broker Belhaska XI B.V. Assurantien B.V. Nigra Verwaltung GmbH & Germany No No No Real Estate: General Deutsche Hypothekenbank Co., 11. Vermietungs KG (Actien-Gesellschaft) Nigra Verwaltung GmbH & Germany No No No Real Estate: General Deutsche Hypothekenbank Co., Objekt Dresden (Actien-Gesellschaft) Heidenau KG Nivo Investments B.V. Netherlands No No No Management Company B.V. Algemene (general) Beleggingsmaatschappij CenE Bankiers N.V. NMB Equity Netherlands No No No Investment Company ING Bank N.V. Participations N.V. Antilles NMB-Heller Holding N.V. Netherlands No No No Holding ING Bank N.V. NMB-Heller Ltd. United Kingdom No No No Factoring NMB-Heller Holding N.V. NMB-Heller N.V. Netherlands No No No Factoring NMB-Heller Holding N.V. NMB-Heller Germany No No No Factoring NMB-Heller N.V. Zweigniederlassung Neuss NN (UK General) Ltd. United Kingdom No No No Insurance: General Nationale-Nederlanden (UK) Ltd. NN Capital Management Canada No No No Insurance: General NN Life Insurance Company of Canada NN Funds Limited Canada No No No Fund Management NN Life Insurance Company of Canada NN Lease SRL Romania No No No Lease ING Continental Europe Holdings B.V. NN Life Insurance Canada No No No Life Insurance ING Canada Inc. Company of Canada NN Maple Leaf Ltd. Canada No No No Insurance: General ING Insurance International B.V. NN Mutual Fund Greece No No Yes Fund Management The Netherlands Management Co. Insurance Company NNA Limited Australia No No No Dormant ING Australia Holdings Ltd. NNI Clarion CDV, LLC United States No No No Real Estate Management ING REI Clarion of America Holding, Inc. NNI Clarion United States No No No Real Estate Management ING REI Clarion Development, LLC of America Holding, Inc. NOBIS Societe des Luxemburg No No No BHF-BANK AG Banques Privees Nofegol Beheer B.V. Netherlands No No No Investment Company ING Bank N.V. Noord Lease B.V. Netherlands No No No Lease ING Lease Holding N.V. Noordster v.o.f. Netherlands No No No Insurance Agency Assurantiebedrijf ING Bank N.V. Noordwester Hypotheken Netherlands No No No Hypotheek/Mortgage bank Amfas Hypotheken N.V. N.V. Norlic, Inc. United States No No No Insurance: General Northern Life of America Insurance Company North Bay Mortgages.ca Canada Inactive Equisure Financial Services Ltd. Network, Inc. North Star Insurance Canada Inactive Equisure Insurance Services Ltd. Services Ltd. Northeastern Corporation United States No No No Holding IB Holdings LLC of America - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Nationale-Nederlanden 100.00 Nederland B.V. Nationale-Nederlanden 100.00 Overseas Finance and Investment Company Nationale-Nederlanden 100.00 Pensioen Diensten B.V. Nationale-Nederlanden 100.00 Poist'ovna A.S. Nationale-Nederlanden 100.00 Polska S.A. Nationale-Nederlanden Real - Estate Limited Nationale-Nederlanden 100.00 Schadeverzekering Maatschappij N.V. Nationale-Nederlanden 100.00 Vermogensbeheer B.V. Nationale-Nederlanden 100.00 Zorgverzekering N.V. Nederlandse 9.02 Financieringsmaatschappij voor Ontwikkelingslanden N.V. Nedermex Limited N.V. 100.00 Need-Based Holding B.V. 100.00 Netherlands Caribbean 51.00 Bank N.V. Netherlands Life 100.00 Insurance Company Ltd New Flag Euro High - Yield Plc. New Immo-Schuman s.a. 100.00 Newco Mexico (SCA) 49.00 Newco-One Corporation 5.00 Nexuslore Limited 100.00 Neyrad B.V. 100.00 NG Vastgoed Silver 100.00 Forum B.V. NIDDA Grundstucks-und 97.09 Beteiligungs-GmbH Nieuwenhuis en Soer 100.00 Assurantien B.V. Nigra Verwaltung GmbH & 26.44 Co., 11. Vermietungs KG Nigra Verwaltung GmbH & 26.44 Co., Objekt Dresden Heidenau KG Nivo Investments B.V. 100.00 NMB Equity 100.00 Participations N.V. NMB-Heller Holding N.V. 50.00 NMB-Heller Ltd. 100.00 NMB-Heller N.V. 100.00 NMB-Heller 100.00 Zweigniederlassung Neuss NN (UK General) Ltd. 100.00 NN Capital Management 100.00 NN Funds Limited 100.00 NN Lease SRL 33.10 ING 66.90 Nederlanden Asigurari de Viati S.A. NN Life Insurance 100.00 Company of Canada NN Maple Leaf Ltd. 100.00 NN Mutual Fund 5.00 ING 40.00 Nationale- 50.00 Management Co. Continental Nederlanden Europe Levensverzekering Holdings B.V. Maatschappij N.V. NNA Limited 100.00 NNI Clarion CDV, LLC 100.00 NNI Clarion 100.00 Development, LLC NOBIS Societe des 26.21 Banques Privees Nofegol Beheer B.V. 100.00 Noord Lease B.V. 100.00 Noordster v.o.f. 50.00 Noordwester Hypotheken 100.00 N.V. Norlic, Inc. 100.00 North Bay Mortgages.ca 100.00 Services Ltd. North Star Insurance 100.00 Services Ltd. Northeastern Corporation 100.00
41
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Northern Group Insurance Ltd. 100.00 1580 20th St. East ON N4K 5P7 Owen Sound Managers Ltd. Northern Life Insurance Inc. 50000198 100.00 Century Square, Suite WA 98101 Seattle Company 1000, 1504 4th Avenue Novasalud Peru S.A. S.A. 50.00 (Entidad Ptrestadora de Salud) NSI Global Trade Park B.V. B.V. 50000570 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost NSI Holding 13 B.V. B.V. 50000571 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost NSI Holding 3 B.V. B.V. 50000062 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost NSI Holding 7 B.V. B.V. 50000585 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost NSI Rivium B.V. B.V. 50000573 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Nubahold B.V. B.V. 50000063 100.00 Drentestraat 24 1083 HK Amsterdam NWNL Benefits LLC LLC 50000196 100.00 20 Washington Avenue South MN 55401 Minneapolis Oakfield Registrars Ltd. 50001084 98.00 Bourne House, 34 Beckenham BR3 4TU Beckenham Limited Road OB Heller AS A.S. 20001480 50.00 Americka 31 120 00 Praag OCB Beheer B.V. B.V. 20001659 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Oceanic Underwriters Ltd. 100.00 6733 Mississauga Rd. L5N 6J5 Mississauga Limited Office KG 50000242 80.90 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksverwaltungs 10 gesellschaft mbH Office KG 20002603 85.67 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksverwaltungs 10 gesellschaft mbH & Co. Diesterwegstrasse Okalia N.V. N.V. 20001728 100.00 Julianaplein 22 Curacao Olivacea B.V. B.V. 20000971 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost One Two Trade S.A. S.A. 50000674 100.00 24 Avenue Marnix 1000 Bruxelles Onroerend Goed B.V. 10000224 50.00 Schenkkade 65 2595 AS Den Haag Maatschappij Stadhouderslaan Spanje B.V. Ontwikkelingscombinatie B.V. 40000077 46.00 Schenkkade 65 2595 AS Den Haag IMW Ontwikkelingsmaatschappij B.V. 40000100 33.33 Schenkkade 65 2595 AS Den Haag Noordrand B.V. Oostermij B.V. B.V. 10000641 100.00 Schenkkade 65 2595 AS Den Haag Oosterwind '01 B.V. B.V. 50001061 100.00 Karspeldreef 14 1101 CK Amsterdam Orange Investment Inc. 10001392 100.00 5780 Powers Ferry Road NW GA 30327 Atlanta Enterprises, inc. Oranje Poort B.V. B.V. 20001995 100.00 Mr Treublaan 7 1097 DP Amsterdam Orcinus B.V. B.V. 20000490 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Oscar Smit's Bank N.V. N.V. 20000128 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Osotspa Insurance Co. Ltd. Ltd. 50001031 10.00 No. 2563, Jitt-Uthai 10120 Bangkok Building, 3Floor, Ramkamhaeng Road OUB Optimix Funds Ltd. 50000751 100.00 1 Raffles Place #17-00 048616 Singapore Management Limited Outwich Finance Limited Ltd. 20001290 100.00 60 London Wall EC2M 5TQ London Oxley Insurance Brokers Ltd. 50000892 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty. Ltd. P. Nienhuis B.V. 20001556 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Houdstermaatschappij P.F. Kruyder Beheer B.V. B.V. 50000047 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost P.T. ING Indonesia Bank PT 20000345 85.00 52-53 Jalan Jendral 12190 Jakarta Sudirman Kav. Paarse Poort B.V. B.V. 20001993 100.00 Mr Treublaan 7 1097 DP Amsterdam PAB Partner AB AB 20001881 15.00 Skeppsbron 20 11130 Stockholm Pacific Mutual Australia Ltd. 10001516 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Pacific-Aetna Life Ltd. 49.00 Room 509, 2352 Pudong Shanghai Insurance Co. Ltd. South Road Page Matteau et Inc. 100.00 1300 Notre-Dame PQ G9A 5H1 Trois-Rivieres associes inc. Paguma B.V. B.V. 50000064 100.00 Drentestraat 24 1083 HK Amsterdam Palino B.V. B.V. 20000750 100.00 Bijlmerplein 888 1102 MG Amsterdam Pandora Investments B.V. B.V. 50000574 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Paramito B.V. B.V. 20001474 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Parcom Service B.V. B.V. 50000992 100.00 Olympia 4c 1213 NT Hilversum Parcom Ventures N.V. N.V. 50000990 100.00 Olympia 4c 1213 NT Hilversum Parnership Planning Ltd. Ltd. 10001509 100.00 Level 13, 347 Kent Street NSW 2000 Sydney (FKA Austplanners Holdings Pty Limited) Paromola B.V. B.V. 20001057 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Paronyme B.V. B.V. 20000037 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pascal Sutherland B.V. 20002029 100.00 Bijlmerplein 888 1102 MG Amsterdam Holding B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Northern Group Insurance Canada Inactive Equisure Insurance Managers Ltd. Services Ltd. Northern Life Insurance United States No No No Life Insurance ReliaStar Life Company of America Insurance Company of New York Novasalud Peru S.A. Peru Life Insurance Wiese Aetna Compania (Entidad Ptrestadora de de Seguros S.A. Salud) NSI Global Trade Park B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. NSI Holding 13 B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. NSI Holding 3 B.V. Netherlands No No No Cash Company ING Prena B.V. NSI Holding 7 B.V. Netherlands No No No Cash Company ING Prena B.V. NSI Rivium B.V. Netherlands No No No Cash Company NSI Holding 3 B.V. Nubahold B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. NWNL Benefits LLC United States No No No Employee Benefits ReliaStar Life of America Insurance Company Oakfield Registrars United Kingdom No No No Service Company Ravensbourne Limited Registration Services Limited OB Heller AS Czech Republic No No No Finance Company NMB-Heller Holding N.V. OCB Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Oceanic Underwriters Canada ? Limited Office Germany No No No Management Company BHF Immobilien-GmbH Grundstucksverwaltungs (general) gesellschaft mbH Office Germany No No No BHF Immobilien-GmbH Grundstucksverwaltungs gesellschaft mbH & Co. Diesterwegstrasse Okalia N.V. Netherlands No No No Investment Services ING Bank N.V. Antilles Olivacea B.V. Netherlands No No No Investment Company ING Bank N.V. One Two Trade S.A. Belgium No No No Information Technology Bank Brussel Lambert N.V. Onroerend Goed Netherlands No No No Real Estate Management Maatschappij Maatschappij Stadhouderslaan B.V. Stadhouderslaan Spanje B.V. Ontwikkelingscombinatie Netherlands No No No Real Estate Development ING Vastgoed IMW CiBoGa B.V. Ontwikkelingsmaatschappij Netherlands No No No Real Estate Development Bouwfonds Vastgoed B.V. Noordrand B.V. Oostermij B.V. Netherlands No No No Management Company B.V. Algemene (general) Beleggingsmaatschappij Reigerdaal Oosterwind '01 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Orange Investment United States No No No Investment Management ING America Insurance Enterprises, inc. of America Holdings, Inc. Oranje Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Orcinus B.V. Netherlands No No No Investment Company ING Bank N.V. Oscar Smit's Bank N.V. Netherlands No No No Equity Management ING Bank N.V. Osotspa Insurance Co. Ltd. Thailand No No No Insurance: General Aetna International, Inc. OUB Optimix Funds Singapore No No No Investment Management ING Asset Management Management Limited Holdings B.V. Outwich Finance Limited United Kingdom No No No Investment Services Baring Properties Limited Oxley Insurance Brokers Australia No No No Insurance Agency Austbrokers Holdings Pty. Ltd. Ltd. P. Nienhuis Netherlands No No No Cash Company ING Prena B.V. Houdstermaatschappij P.F. Kruyder Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. P.T. ING Indonesia Bank Indonesia No No No General Bank ING Bank N.V. Paarse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. PAB Partner AB Sweden No No No Holding BVP Holdings Limited Pacific Mutual Australia Australia No No No Holding Mercantile Mutual Limited Financial Services Ltd. Pacific-Aetna Life China No No No Life Insurance Aetna International, Insurance Co. Ltd. Inc. Page Matteau et Canada Insurance broker 3662578 Canada Inc.(7) associes inc. Paguma B.V. Netherlands No No No Cash Company ING Trust (Nederland) B.V. Palino B.V. Netherlands No No No Investment Company Entero B.V. Pandora Investments B.V. Netherlands No No No Cash Company ING Prena B.V. Paramito B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Parcom Service B.V. Netherlands No No No Service Company Parcom Ventures N.V. Parcom Ventures N.V. Netherlands No No No Venture Capital B.V. Algemene Beleggingsmaatschappij Kievietsdaal Parnership Planning Ltd. Australia No No Yes Investment Advisory The Mercantile Mutual (FKA Austplanners Holdings Life Insurance Co. Ltd. Pty Limited) Paromola B.V. Netherlands No No No Investment Company ING Bank N.V. Paronyme B.V. Netherlands No No No Investment Company ING Bank N.V. Pascal Sutherland Netherlands No No No Cash Company ING Prena B.V. Holding B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Northern Group Insurance 100.00 Managers Ltd. Northern Life Insurance 100.00 Company Novasalud Peru S.A. 50.00 (Entidad Ptrestadora de Salud) NSI Global Trade Park B.V. 100.00 NSI Holding 13 B.V. 100.00 NSI Holding 3 B.V. 100.00 NSI Holding 7 B.V. 100.00 NSI Rivium B.V. 100.00 Nubahold B.V. 100.00 NWNL Benefits LLC 100.00 Oakfield Registrars 98.00 Limited OB Heller AS 50.00 OCB Beheer B.V. 100.00 Oceanic Underwriters Limited Office 80.90 Grundstucksverwaltungs gesellschaft mbH Office 85.67 Grundstucksverwaltungs gesellschaft mbH & Co. Diesterwegstrasse Okalia N.V. 100.00 Olivacea B.V. 100.00 One Two Trade S.A. 100.00 Onroerend Goed 50.00 Maatschappij Stadhouderslaan Spanje B.V. Ontwikkelingscombinatie 46.00 IMW Ontwikkelingsmaatschappij 33.33 Noordrand B.V. Oostermij B.V. 100.00 Oosterwind '01 B.V. 100.00 Orange Investment 100.00 Enterprises, inc. Oranje Poort B.V. 100.00 Orcinus B.V. 100.00 Oscar Smit's Bank N.V. 100.00 Osotspa Insurance Co. Ltd. 10.00 OUB Optimix Funds 100.00 Management Limited Outwich Finance Limited 100.00 Oxley Insurance Brokers 100.00 Pty. Ltd. P. Nienhuis 100.00 Houdstermaatschappij P.F. Kruyder Beheer B.V. 100.00 P.T. ING Indonesia Bank 85.00 Paarse Poort B.V. 100.00 PAB Partner AB 15.00 Pacific Mutual Australia 100.00 Limited Pacific-Aetna Life 49.00 Insurance Co. Ltd. Page Matteau et 100.00 associes inc. Paguma B.V. 100.00 Palino B.V. 100.00 Pandora Investments B.V. 100.00 Paramito B.V. 100.00 Parcom Service B.V. 100.00 Parcom Ventures N.V. 100.00 Parnership Planning Ltd. 100.00 (FKA Austplanners Holdings Pty Limited) Paromola B.V. 100.00 Paronyme B.V. 100.00 Pascal Sutherland 100.00 Holding B.V.
42
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Passport Holding GmbH GmbH 20002626 41.16 PDJ Beheer B.V. B.V. 50000065 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Pedralva B.V. B.V. 20001206 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pedregal B.V. B.V. 50000080 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Peerless Insurance Company 10001394 100.00 Keene (N.H.) PEIKER acustic GmbH 19.42 GmbH & Co. KG PEIKER GmbH 19.42 Verwaltungsgesellschaft mbH Pendola B.V. B.V. 20000425 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pennington, Bass & Inc. 50000937 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Associates, Inc. suite 1900 Pensioen- en B.V. 10001273 100.00 Acacialaan 5 3941 JP Doorn Spaaradviesburo Vellinga B.V. Penstik Pty Ltd Ltd. 50000352 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Penuria B.V. B.V. 20000426 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Perey-Melis B.V. 10001310 100.00 Brouwerstraat 2-4 6051 AA Maasbracht Assurantieadviseurs B.V. Perola Belegging B.V. B.V. 20000180 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Perotis B.V. B.V. 20002009 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pertusa B.V. B.V. 20001673 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Peter Tromp Alphen aan den B.V. 20001799 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Rijn Beheer B.V. Pfennings-Noten B.V. 50000067 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beheer B.V. PFP Holdings, L.P. L.P. 50000305 100.00 5780 Powers Ferry Road GA 30327 Atlanta (Ga.) Phobos Beleggingen B.V. 20001533 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Piedmont Asset LLC 50000968 100.00 Park 80, West Plaza Two NJ 07663 Saddle Brook Advisors LLC Pilgrim Advisory Inc. - Funds, Inc Pilgrim Asia Pacific - Equity Fund Pilgrim Bank and Thrift - Fund, Inc. Pilgrim Financial, Inc Inc. 50000199 100.00 7337 East Doubletree Ranch AZ 85258-2043 Scottsdale Road Pilgrim LargeCap - Leader Fund Pilgrim MidCap Value Fund - Piqua II Associates L.P. 40000166 - Schenkkade 65 2595 AS Den Haag Limited Partnership Planned Investment Inc. 50000938 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) Resources, Inc. suite 1900 Planned Investments, Inc. Inc. 50000939 100.00 3424 Peachtree Road NE, GA 30326 Atlanta (Ga.) suite 1900 Plinius Verwaltungs AG AG 50000244 97.09 PLJ Holdings Limited Ltd. 50001048 100.00 2818 Two Pacific Place, 88 Hong Kong Queensway Ploon B.V. B.V. 50000960 100.00 Kaya Wfg (Jombi) Mensing Curacao 14 PMG Agency, Inc Inc. 50000410 100.00 1931 Georgetown Road OH 44326 Hudson Poderio B.V. B.V. 50000068 100.00 Drentestraat 24 1083 HK Amsterdam Poitras Larue Rondeau inc. Inc. 100.00 3925 boul. Rachel est PQ H1X 3G8 Montreal Policy Extra Holdings Ltd. 20000471 49.00 Isle of Man Limited Polytechnos Venture GmbH 20001846 19.92 Berlijn Partners GmbH Portefeuille Staete B.V. B.V. 10000576 100.00 Schenkkade 65 2595 AS Den Haag Portelas B.V. B.V. 20001205 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Postbank (NL) S.A. 20002034 0.03 Route d'Arlon L-8010 Strassen Advisory S.A. Postbank @Internetfonds N.V. 20002393 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Aandelenfonds N.V. 20000819 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Amerikafonds N.V. N.V. 20002394 - Y Haarlemmerweg 520 1014 BL Amsterdam Postbank Australia Ltd. 10001440 100.00 347 Kent Street NSW 2000 Sydney Pty. Ltd. Postbank Beleggingsfonds N.V. 20000818 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Beleggingsfondsen B.V. 20000817 100.00 Haarlemmerweg 520 1014 BL Amsterdam Beheer B.V. Postbank Beleggingsfondsen B.V. 20000825 100.00 Haarlemmerweg 520 1014 BL Amsterdam Bewaar B.V. Postbank Biotechnologie N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Chipper Beheer B.V. 20001652 100.00 Haarlemmerweg 520 1014 BL Amsterdam B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Passport Holding GmbH Germany No No No Holding Industrie-Beteiligungs- Gesellschaft mbH PDJ Beheer B.V. Netherlands No No No Holding ING Groep N.V. Pedralva B.V. Netherlands No No No Cash Company ING Prena B.V. Pedregal B.V. Netherlands No No No Holding ING Groep N.V. Peerless Insurance Company United States No No No Insurance: General ING U.S. P&C of America Corporation PEIKER acustic Germany Zweite Industrie- GmbH & Co. KG Beteiligungs- Gesellschaft mbH PEIKER Germany Zweite Industrie- Verwaltungsgesellschaft Beteiligungs- mbH Gesellschaft mbH Pendola B.V. Netherlands No No No Investment Company ING Bank N.V. Pennington, Bass & United States No No No Insurance Agency Investors Financial Associates, Inc. of America Group, Inc. Pensioen- en Netherlands No No No Insurance broker Belhaska XI B.V. Spaaradviesburo Vellinga B.V. Penstik Pty Ltd Australia No No No Management Company ING Bank (Australia) (general) Limited Penuria B.V. Netherlands No No No Cash Company ING Prena B.V. Perey-Melis Netherlands No No No Insurance broker Belhaska XI B.V. Assurantieadviseurs B.V. Perola Belegging B.V. Netherlands No No No Cash Company ING Prena B.V. Perotis B.V. Netherlands No No No Investment Company ING Groep N.V. Pertusa B.V. Netherlands No No No Cash Company ING Prena B.V. Peter Tromp Alphen aan den Netherlands No No No Cash Company ING Prena B.V. Rijn Beheer B.V. Pfennings-Noten Netherlands No No No Cash Company ING Prena B.V. Beheer B.V. PFP Holdings, L.P. United States No No No Real Estate Management Life Insurance Company of America of Georgia Phobos Beleggingen Netherlands No No No Cash Company ING Prena B.V. Piedmont Asset United States No No No Insurance Agency ING Pilgrim Group, Inc. Advisors LLC of America Pilgrim Advisory Investment Fund - Funds, Inc Pilgrim Asia Pacific Investment Fund - Equity Fund Pilgrim Bank and Thrift Investment Fund - Fund, Inc. Pilgrim Financial, Inc United States No No No Mutual Fund Operator ING Pilgrim Group, Inc. of America Pilgrim LargeCap Investment Fund - Leader Fund Pilgrim MidCap Value Fund Investment Fund - Piqua II Associates United States No No No Real Estate L.P. ? Limited Partnership of America Planned Investment United States No No No Insurance Agency Investors Financial Resources, Inc. of America Group, Inc. Planned Investments, Inc. United States No No No Insurance Agency Planned Investment of America Resources, Inc. Plinius Verwaltungs AG Switzerland No No No BHF-BANK (Schweiz) AG PLJ Holdings Limited Hong Kong No No No Aetna (HK) Services Limited Ploon B.V. Netherlands No No No Miscellaneous CenE Bankiers Antilles Holding N.V. PMG Agency, Inc United States No No No Insurance Agency VTX Agency, Inc. of America Poderio B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Poitras Larue Rondeau inc. Canada No No No Insurance broker 3662578 Canada Inc.(7) Policy Extra Holdings United Kingdom No No No Financial Services ING Bank N.V. Limited Polytechnos Venture Germany No No No Private Equity BPEP Participations Partners GmbH Limited Portefeuille Staete B.V. Netherlands No No No Real Estate Management BOZ B.V. Portelas B.V. Netherlands No No No Cash Company ING Prena B.V. Postbank (NL) Luxemburg No No No Fund Management ING Bank (Luxembourg) Advisory S.A. S.A. Postbank @Internetfonds Netherlands No No No Investment Fund - N.V. Postbank Aandelenfonds Netherlands No No No Investment Fund - N.V. Postbank Amerikafonds N.V. Netherlands No No No Investment Fund - Postbank Australia Australia No No No Management Company ING Australia Pty. Ltd. (general) Holdings Ltd. Postbank Beleggingsfonds Netherlands No No No Investment Fund - N.V. Postbank Beleggingsfondsen Netherlands No No No Management Company Postbank N.V. Beheer B.V. (general) Postbank Beleggingsfondsen Netherlands No No No Custody Postbank N.V. Bewaar B.V. Postbank Biotechnologie Netherlands Investment Fund - Fonds N.V. Postbank Chipper Beheer Netherlands No No No Management Company Postbank N.V. B.V. (general) - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Passport Holding GmbH 41.16 PDJ Beheer B.V. 100.00 Pedralva B.V. 100.00 Pedregal B.V. 100.00 Peerless Insurance Company 100.00 PEIKER acustic 19.42 GmbH & Co. KG PEIKER 19.42 Verwaltungsgesellschaft mbH Pendola B.V. 100.00 Pennington, Bass & 100.00 Associates, Inc. Pensioen- en 2.86 Oostermij 97.14 Spaaradviesburo Vellinga B.V. B.V. Penstik Pty Ltd 100.00 Penuria B.V. 100.00 Perey-Melis 100.00 Assurantieadviseurs B.V. Perola Belegging B.V. 100.00 Perotis B.V. 100.00 Pertusa B.V. 100.00 Peter Tromp Alphen aan den 100.00 Rijn Beheer B.V. Pfennings-Noten 100.00 Beheer B.V. PFP Holdings, L.P. 70.00 Nationale- 29.00 NNUS Realty 1.00 Nederlanden Corporation Interest II B.V. Phobos Beleggingen 100.00 Piedmont Asset 100.00 Advisors LLC Pilgrim Advisory Funds, Inc Pilgrim Asia Pacific Equity Fund Pilgrim Bank and Thrift Fund, Inc. Pilgrim Financial, Inc 100.00 Pilgrim LargeCap Leader Fund Pilgrim MidCap Value Fund Piqua II Associates - Limited Partnership Planned Investment 100.00 Resources, Inc. Planned Investments, Inc. 100.00 Plinius Verwaltungs AG 97.09 PLJ Holdings Limited 100.00 Ploon B.V. 100.00 PMG Agency, Inc 100.00 Poderio B.V. 100.00 Poitras Larue Rondeau inc. 100.00 Policy Extra Holdings 49.00 Limited Polytechnos Venture 19.92 Partners GmbH Portefeuille Staete B.V. 100.00 Portelas B.V. 100.00 Postbank (NL) 0.03 Advisory S.A. Postbank @Internetfonds - N.V. Postbank Aandelenfonds - N.V. Postbank Amerikafonds N.V. - Postbank Australia 100.00 Pty. Ltd. Postbank Beleggingsfonds - N.V. Postbank Beleggingsfondsen 100.00 Beheer B.V. Postbank Beleggingsfondsen 100.00 Bewaar B.V. Postbank Biotechnologie - Fonds N.V. Postbank Chipper Beheer 100.00 B.V.
43
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Postbank Communicatie N.V. 20002357 - Y Haarlemmerweg 520 1014 BL Amsterdam Technologie Fonds N.V. Postbank Duurzaam Aandelen N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Easy Blue N.V. 20002358 - Y Haarlemmerweg 520 1014 BL Amsterdam Beleggersfonds N.V. Postbank Energie N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Euro Aandelen N.V. 20001998 - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Euro Small Caps N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Farmacie Fonds N.V. 20002399 - Y Haarlemmerweg 520 1014 BL Amsterdam Postbank Financiele N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Wereldfonds Postbank Groen N.V. N.V. 20000394 100.00 Haarlemmerweg 520 1014 BL Amsterdam Postbank Hoog Dividend N.V. 20002522 - Y Haarlemmerweg 520 1014 BL Amsterdam Aandelen Fonds N.V. Postbank Hoog Dividend N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Obligatie Fonds N.V. Postbank I.T. Fonds N.V. N.V. 20001797 - Y Haarlemmerweg 520 1014 BL Amsterdam Postbank Interfinance B.V. B.V. 20000751 100.00 Haarlemmerweg 520 1014 BL Amsterdam Postbank Levensverzekering N.V. 10000028 100.00 Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Mix Paraplufonds N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank MultiMediafonds N.V. 50000091 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank N.V. N.V. 20000598 100.00 Haarlemmerweg 520 1014 BL Amsterdam Postbank Nederlandfonds N.V. 20001468 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Obligatie N.V. 20000820 - Y Haarlemmerweg 520 1014 BL Amsterdam Fonds N.V. Postbank Obligatiefonds B.V. 20000824 100.00 Haarlemmerweg 520 1014 BL Amsterdam Beheer B.V. Postbank Opkomende N.V. 20002483 - Y Haarlemmerweg 520 1014 BL Amsterdam Landenfonds N.V. Postbank Regio N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Paraplufonds N.V. Postbank Schadeverzekering N.V. 10000006 100.00 Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Spaardividendfonds N.V. Postbank N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Spaargroeifonds N.V. Postbank Thema N.V. - Y Haarlemmerweg 520 1014 BL Amsterdam Paraplufonds N.V. Postbank Vastgoedfonds N.V. 20002000 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Verzekeringen B.V. 10000215 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Beheer Maatschappij B.V. Postbank Verzekeringen B.V. 10000524 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Bewaar Maatschappij B.V. Postbank WereldMerkenfonds N.V. 20001795 - Y Haarlemmerweg 520 1014 BL Amsterdam N.V. Postbank Zip Beheer B.V. B.V. 10000150 100.00 Haarlemmerweg 520 1014 BL Amsterdam Postbank-Lease B.V. B.V. 20000639 100.00 Amsterdam Postigo B.V. B.V. 20001544 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Postkantoren B.V. B.V. 20000930 50.00 Stationsweg 10 9726 AC Groningen Powszechne Towarzystwo S.A. 50000313 100.00 Ul. Ludna 2 00-406 Warsaw Emerytalne Nationale- Nederlanden Polska S.A. Pradales B.V. B.V. 20001643 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Premier Hotel Gesellschaft KG 32.36 mbH & Co. Objekt Oranienburger Str. KG Prena Belegging B.V. B.V. 50000587 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Prepilus B.V. B.V. 20001611 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Prestamo B.V. B.V. 20000438 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Prigest S.A. S.A. 50000514 31.59 4, place Vendome 75001 Paris Prigestion S.A. S.A. 12.27 4, place Vendome 75001 Paris Prime Credit Property Ltd. 50000887 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Finance Limited PrimeVest Financial Inc. 50000200 100.00 400 First Street South, MN 56301 St Cloud Services, Inc. Suite 300 PrimeVest Insurance Agency Inc. 50000201 100.00 400 First Street South, MN 56301 St Cloud of Alabama, Inc. Suite 300 Primevest Insurance Agency Inc. 50000724 100.00 400 First Street South, MN 56301 St Cloud of Nevada Inc. Suite 300 PrimeVest Insurance Agency Inc. 50000202 100.00 400 First Street South, MN 56301 St Cloud of New Mexico, Inc. Suite 300 PrimeVest Insurance Agency Inc. 50000203 100.00 400 First Street South, MN 56301 St Cloud of Ohio, Inc. Suite 300 Primevest Insurance Agency Inc. 50000883 100.00 400 First Street South, MN 56301 St Cloud of Oklahoma, Inc. Suite 300 Primevest Insurance Agency Inc. 50000882 100.00 400 First Street South, MN 56301 St Cloud of Texas, Inc. Suite 300 - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Postbank Communicatie Netherlands No No No Investment Fund - Technologie Fonds N.V. Postbank Duurzaam Aandelen Netherlands Investment Fund - Fonds N.V. Postbank Easy Blue Netherlands No No No Investment Fund - Beleggersfonds N.V. Postbank Energie Netherlands Investment Fund - Fonds N.V. Postbank Euro Aandelen Netherlands No No No Investment Fund - Fonds N.V. Postbank Euro Small Caps Netherlands Investment Fund - Fonds N.V. Postbank Farmacie Fonds Netherlands No No No Investment Fund - Postbank Financiele Netherlands Investment Fund - Wereldfonds Postbank Groen N.V. Netherlands No No No General Bank Postbank N.V. Postbank Hoog Dividend Netherlands No No No Investment Fund - Aandelen Fonds N.V. Postbank Hoog Dividend Netherlands Investment Fund - Obligatie Fonds N.V. Postbank I.T. Fonds N.V. Netherlands No No No Investment Fund - Postbank Interfinance B.V. Netherlands No No No Management Company Postbank N.V. (general) Postbank Levensverzekering Netherlands No No No Insurance: Life Nationale-Nederlanden N.V. Nederland B.V. Postbank Mix Paraplufonds Netherlands Investment Fund - N.V. Postbank MultiMediafonds Netherlands No No No Investment Fund - N.V. Postbank N.V. Netherlands No No Yes General Bank ING Bank N.V. Postbank Nederlandfonds Netherlands No No No Investment Fund - N.V. Postbank Obligatie Netherlands No No No Investment Fund - Fonds N.V. Postbank Obligatiefonds Netherlands No No No Management Company Postbank N.V. Beheer B.V. (general) Postbank Opkomende Netherlands No No No Investment Fund - Landenfonds N.V. Postbank Regio Netherlands Investment Fund - Paraplufonds N.V. Postbank Schadeverzekering Netherlands No No No Insurance: General Nationale-Nederlanden N.V. Nederland B.V. Postbank Netherlands Investment Fund - Spaardividendfonds N.V. Postbank Netherlands Investment Fund - Spaargroeifonds N.V. Postbank Thema Netherlands Investment Fund - Paraplufonds N.V. Postbank Vastgoedfonds Netherlands No No No Investment Fund - N.V. Postbank Verzekeringen Netherlands No No No Asset Management Nationale Nederlanden Beheer Maatschappij B.V. Interfinance B.V. Postbank Verzekeringen Netherlands No No No Custody Nationale Nederlanden Bewaar Maatschappij B.V. Interfinance B.V. Postbank WereldMerkenfonds Netherlands No No No Investment Fund - N.V. Postbank Zip Beheer B.V. Netherlands No No No Service Company Postbank N.V. Postbank-Lease B.V. Netherlands No No No Lease ING Lease Holding N.V. Postigo B.V. Netherlands No No No Cash Company ING Prena B.V. Postkantoren B.V. Netherlands No No No Operation Company Postbank N.V. (general) Powszechne Towarzystwo Poland No No No Pension Fund ING Continental Europe Emerytalne Nationale- Holdings B.V. Nederlanden Polska S.A. Pradales B.V. Netherlands No No No Cash Company ING Prena B.V. Premier Hotel Gesellschaft Germany BHF Immobilien-GmbH mbH & Co. Objekt Oranienburger Str. KG Prena Belegging B.V. Netherlands No No No Cash Company ING Prena B.V. Prepilus B.V. Netherlands No No No Cash Company ING Prena B.V. Prestamo B.V. Netherlands No No No Cash Company ING Prena B.V. Prigest S.A. France No No No Investment Management Financiere Atlas S.A. Prigestion S.A. France Financiere Atlas S.A. Prime Credit Property Australia No No No Real Estate: General ING Management Limited Finance Limited PrimeVest Financial United States Yes No Yes Brokerage ING Pilgrim Capital Services, Inc. of America Corporation, LLC PrimeVest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Alabama, Inc. of America Services, Inc. Primevest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Nevada Inc. of America Services, Inc. PrimeVest Insurance Agency United States No No No Insurance Agency PimeVest Financial of New Mexico, Inc. of America Services, Inc. PrimeVest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Ohio, Inc. of America Services, Inc. Primevest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Oklahoma, Inc. of America Services, Inc. Primevest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Texas, Inc. of America Services, Inc. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Postbank Communicatie - Technologie Fonds N.V. Postbank Duurzaam Aandelen - Fonds N.V. Postbank Easy Blue - Beleggersfonds N.V. Postbank Energie - Fonds N.V. Postbank Euro Aandelen - Fonds N.V. Postbank Euro Small Caps - Fonds N.V. Postbank Farmacie Fonds - Postbank Financiele - Wereldfonds Postbank Groen N.V. 100.00 Postbank Hoog Dividend - Aandelen Fonds N.V. Postbank Hoog Dividend - Obligatie Fonds N.V. Postbank I.T. Fonds N.V. - Postbank Interfinance B.V. 100.00 Postbank Levensverzekering 100.00 N.V. Postbank Mix Paraplufonds - N.V. Postbank MultiMediafonds - N.V. Postbank N.V. 100.00 Postbank Nederlandfonds - N.V. Postbank Obligatie - Fonds N.V. Postbank Obligatiefonds 100.00 Beheer B.V. Postbank Opkomende - Landenfonds N.V. Postbank Regio - Paraplufonds N.V. Postbank Schadeverzekering 100.00 N.V. Postbank - Spaardividendfonds N.V. Postbank - Spaargroeifonds N.V. Postbank Thema - Paraplufonds N.V. Postbank Vastgoedfonds - N.V. Postbank Verzekeringen 100.00 Beheer Maatschappij B.V. Postbank Verzekeringen 100.00 Bewaar Maatschappij B.V. Postbank WereldMerkenfonds - N.V. Postbank Zip Beheer B.V. 100.00 Postbank-Lease B.V. 100.00 Postigo B.V. 100.00 Postkantoren B.V. 50.00 Powszechne Towarzystwo 80.00 ING Bank 20.00 Emerytalne Nationale- Slaski S.A. Nederlanden Polska S.A. Pradales B.V. 100.00 Premier Hotel Gesellschaft 32.36 mbH & Co. Objekt Oranienburger Str. KG Prena Belegging B.V. 100.00 Prepilus B.V. 100.00 Prestamo B.V. 100.00 Prigest S.A. 31.59 Prigestion S.A. 12.27 Prime Credit Property 100.00 Finance Limited PrimeVest Financial 100.00 Services, Inc. PrimeVest Insurance Agency 100.00 of Alabama, Inc. Primevest Insurance Agency 100.00 of Nevada Inc. PrimeVest Insurance Agency 100.00 of New Mexico, Inc. PrimeVest Insurance Agency 100.00 of Ohio, Inc. Primevest Insurance Agency 100.00 of Oklahoma, Inc. Primevest Insurance Agency 100.00 of Texas, Inc.
44
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Primevest Insurance Agency Inc. 50000876 100.00 400 First Street South, MN 56301 St Cloud of Wyoming, Inc. Suite 300 Pro Technical Financial Ltd. 100.00 300 - 1538 Foster Street BC V4B 3X8 White Rock Services Ltd. Pro Technical Insurance Ltd. 100.00 300 - 1538 Foster Street BC V4B 3X8 White Rock Services Ltd. Probe Financiele B.V. 10001283 100.00 Lucasbolwerk 6 3512 EG Utrecht Planners B.V. Procuritas Partners KB KB 20001880 15.00 Skeppsbron 20, 11130 Stockholm SE Profidas B.V. B.V. 10001317 100.00 Julianastraat 3 5374 BS Schaijk Project Participation AG 50000245 97.09 Funding Corporation Projectontwikkeling- & B.V. 50000396 100.00 Schenkkade 65 2595 AS Den Haag Exploitatiemaatschappij "Kortenhorst" B.V. Promodeico Dutch B.V. 50000657 40.00 Dintel 51 5032 CN Tilburg Holding B.V. Proodos General S.A. 10000898 100.00 198 Syngrou Avenue 17671 Athens Insurances S.A. Prosafe Investments Ltd. Ltd. 10001439 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Prosana S.A. S.A. 50.00 Av. Nueva Tajamar 481, Santiago de Chile piso 17, Torre Norte, Las Condes Prosus Services B.V. B.V. 50000692 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost PRP Custodians Pty Ltd. Ltd. 50000353 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Prumy Penzijni fond a.s. A.S. 10001464 100.00 Nadrazni 25 15000 Praque PT ING Aetna Life PT 50001028 100.00 20-23th floor, Jalan 12930 Jakarta Indonesia Jendral Sudirman Kav. 45- 46 PT ING Baring Securities PT 20001326 79.99 52-53 Jalan Jendral 12190 Jakarta Indonesia Sudirman Kav. PT ING Insurance Indonesia PT 50000320 80.00 Jakarta Stock Exchange 12190 Jakarta Building, Tower II, 7th Floor, Jln. Jend. Sudirman PT ING Life Indonesia PT 50000381 93.23 Jakarta Stock Exchange 12190 Jakarta Building, Tower II, 7th Floor, Jln. Jend. Sudirman Kav 52-53 Puebla B.V. B.V. 20001245 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pulido B.V. B.V. 20001570 51.19 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Pulveda B.V. B.V. 20001609 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost PXS Limited Ltd. 50001086 100.00 400, Capability Green LU1 3LU Luton QBE/Mercantile Mutual Ltd. 10001529 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Marine Underwriting Agency Pty Limited Q-Park Exploitatie B.V. B.V. 40000062 100.00 Schenkkade 65 2595 AS Den Haag Q-Park N.V. N.V. 40000061 40.00 Schenkkade 65 2595 AS Den Haag Q-Park Reserve II B.V. B.V. 40000203 50.00 Schenkkade 65 2595 AS Den Haag Quartz Capital Partners Ltd. 20001887 15.00 74 Brook Street W1 London Limited Quetzal High Yield Fund Plc. - Yes IFSC House, International 1 Dublin Financial Services Centre Quichote, Inc. Inc. 50000363 100.00 5780 Powers Ferry Road, NW 30327 Atlanta (Ga.) QuickQuote Financial, Inc. Inc. 50000364 100.00 5780 Powers Ferry Road, NW 30327 Atlanta (Ga.) QuickQuote Systems, Inc. Inc. 50000365 100.00 5780 Powers Ferry Road, NW 30327 Atlanta (Ga.) R.V.S. Stichting Sticht- 10001030 - Yes Strawinskylaan 2631 1077 ZZ Amsterdam ing Rabelais Evelution s.a. S.A. 20002197 66.34 Paris Ramus Insurance Ltd. Ltd. 10001483 100.00 Hamilton Ravensbourne Registration Ltd. 50001087 100.00 Bourne House, 34 Beckenham BR3 4TU Beckenham Services Limited Road Real Estate Lease S.A. S.A. 50000678 100.00 Avenue Marnix 24 1000 Brussels RECORD BANK SC S.A. 20002082 5.29 Rue Forgeur 17/19/21 4000 Liege Red Rose Investments N.V. N.V. 20001304 100.00 22nd floor, Ingeniero 1300 Buenos Aires Butty 220 Red White and Blue B.V. 10000151 100.00 Schenkkade 65 2595 AS Den Haag Capital II B.V. Red. de Intercomunicacion S.R.L 20000897 12.96 Huzaingo 1393 Pisoz Montevideo de Alta Seguridad S.R.L. Regent Bruxelles S.A. S.A. 10000552 51.00 Kunstlaan 46 B-1000 Brussel Reggese Poort B.V. B.V. 20001972 100.00 Mr Treublaan 7 1097 DP Amsterdam Rel Beta Sp.z o.o. Sp.z 20002371 9.00 Plac Trzech Krzyzy 8 00-499 Warsaw Rel Delta Sp.z o.o. Sp.z 20002372 9.00 Plac Trzech Krzyzy 8 00-499 Warsaw Rel Echo Sp Zoo SP Zoo 50000843 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw REL Fokstrot SP Zoo SP Zoo 50000795 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw Rel Gamma Sp Zoo SP Zoo 50000796 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw REL Hektor SP Zoo SP Zoo 50000797 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw REL Ibis SP Zoo 50000798 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Primevest Insurance Agency United States No No No Insurance Agency PimeVest Financial of Wyoming, Inc. of America Services, Inc. Pro Technical Financial Canada No No No Service Company Equisure Financial Services Ltd. Network, Inc. Pro Technical Insurance Canada No No No Insurance broker Equisure Financial Services Ltd. Network, Inc. Probe Financiele Netherlands No No No Insurance broker B.V. Algemene Planners B.V. Beleggingsmaatschappij Reigerdaal Procuritas Partners KB Sweden No No No Holding BVP Holdings Limited Profidas B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Project Participation United States No No No Funding BHF (USA) Funding Corporation of America Holdings, Inc. Projectontwikkeling- & Netherlands No No No Real Estate Investments ING Real Estate Exploitatiemaatschappij Development "Kortenhorst" B.V. International B.V. Promodeico Dutch Netherlands No No No Real Estate Exploitation ING Real Estate Holding B.V. Development International B.V. Proodos General Greece No No No Insurance ING Continental Europe Insurances S.A. Holdings B.V. Prosafe Investments Ltd. Australia No No No Investment Company Mercantile Mutual Holdings Ltd. Prosana S.A. Chile Aetna S.A. Prosus Services B.V. Netherlands No No No Trust Company ING Prena B.V. PRP Custodians Pty Ltd. Australia No No No Custody ING Management Limited Prumy Penzijni fond a.s. Czech Republic No No No Pension Fund ING Continental Europe Holdings B.V. PT ING Aetna Life Indonesia No No No Life Insurance Aetna Life Insurance Indonesia Company of America PT ING Baring Securities Indonesia Yes Yes Stockbrokerage Barsec (International) Indonesia Limited PT ING Insurance Indonesia Indonesia No No No Life Insurance ING Insurance International B.V. PT ING Life Indonesia Indonesia No No No Life Insurance Nationale-Nederlanden Levensverzekering Maatschappij N.V. Puebla B.V. Netherlands No No No Cash Company ING Prena B.V. Pulido B.V. Netherlands No No No Cash Company ING Prena B.V. Pulveda B.V. Netherlands No No No Cash Company ING Prena B.V. PXS Limited United Kingdom No No No Service Company Baring Brothers Limited QBE/Mercantile Mutual Australia No No No Underwriting Mercantile Equities Marine Underwriting Agency Ltd. Pty Limited Q-Park Exploitatie B.V. Netherlands No No No Management Company Q-Park N.V. (general) Q-Park N.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Fondsbelegging B.V. Q-Park Reserve II B.V. Netherlands No No No Real Estate Exploitation ING Vastgoed Ontwikkeling B.V. Quartz Capital Partners United Kingdom No No No Investment Company Baring Private Equity Limited Partners Limited Quetzal High Yield Fund Ireland Investment Fund Quichote, Inc. United States No No No Internet Service Provider ING America Insurance of America Holdings, Inc. QuickQuote Financial, Inc. United States No No No Internet Service Provider QuickQuote Systems, of America Inc. QuickQuote Systems, Inc. United States No No No Internet Service Provider Quichote, Inc. of America R.V.S. Stichting Netherlands No No No Payment Services - Rabelais Evelution s.a. France No No No Financial Services Banque Bruxelles Lambert France S.A. Ramus Insurance Ltd. Bermuda No No No Insurance: General Assurantiemaatschappij "De Zeven Provincien" N.V. Ravensbourne Registration United Kingdom No No No Holding Baring Properties Services Limited Limited Real Estate Lease S.A. Belgium No No No Lease ING Lease Belgium N.V. RECORD BANK SC Belgium No No No Finance Company Bank Brussel Lambert N.V Red Rose Investments N.V. Argentina No No No Investment Services Middenbank Curacao N.V. Red White and Blue The No No No Asset Management N.V. Haagsche Capital II B.V. Netherlands Herverzekering- Maatschappij van 1836 Red. de Intercomunicacion Uruguay No No No Financial Services ING Bank (Uruguay) S.A. de Alta Seguridad S.R.L. Regent Bruxelles S.A. Belgium No No No Real Estate Investments BOZ B.V. Reggese Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Rel Beta Sp.z o.o. Poland No No No Real Estate Management ING Lease (Polska) Rel Delta Sp.z o.o. Poland No No No Real Estate Management ING Lease (Polska) Rel Echo Sp Zoo Poland No No No Real Estate Management ING Lease (Polska) REL Fokstrot SP Zoo Poland No No No Real Estate Management ING Lease (Polska) Rel Gamma Sp Zoo Poland No No No Real Estate Management ING Lease (Polska) REL Hektor SP Zoo Poland No No No Real Estate Management ING Lease (Polska) REL Ibis Poland No No No Real Estate Management ING Lease (Polska) - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Primevest Insurance Agency 100.00 of Wyoming, Inc. Pro Technical Financial 100.00 Services Ltd. Pro Technical Insurance 100.00 Services Ltd. Probe Financiele 100.00 Planners B.V. Procuritas Partners KB 15.00 Profidas B.V. 100.00 Project Participation 97.09 Funding Corporation Projectontwikkeling- & 100.00 Exploitatiemaatschappij "Kortenhorst" B.V. Promodeico Dutch 40.00 Holding B.V. Proodos General 100.00 Insurances S.A. Prosafe Investments Ltd. 100.00 Prosana S.A. 50.00 Prosus Services B.V. 100.00 PRP Custodians Pty Ltd. 100.00 Prumy Penzijni fond a.s. 100.00 PT ING Aetna Life 90.39 PT ING 9.61 Indonesia Insurance Indonesia PT ING Baring Securities 79.99 Indonesia PT ING Insurance Indonesia 80.00 PT ING Life Indonesia 93.23 Puebla B.V. 100.00 Pulido B.V. 18.56 Multicover 32.63 B.V. Pulveda B.V. 100.00 PXS Limited 100.00 QBE/Mercantile Mutual 50.00 Amfas Pty 50.00 Marine Underwriting Agency Ltd. Pty Limited Q-Park Exploitatie B.V. 100.00 Q-Park N.V. 20.00 ING Vastgoed 20.00 Ontwikkeling B.V. Q-Park Reserve II B.V. 50.00 Quartz Capital Partners 15.00 Limited Quetzal High Yield Fund Quichote, Inc. 100.00 QuickQuote Financial, Inc. 100.00 QuickQuote Systems, Inc. 100.00 R.V.S. Stichting - Rabelais Evelution s.a. 66.34 Ramus Insurance Ltd. 100.00 Ravensbourne Registration 100.00 Services Limited Real Estate Lease S.A. 100.00 RECORD BANK SC 5.29 Red Rose Investments N.V. 100.00 Red White and Blue 100.00 Capital II B.V. Red. de Intercomunicacion 12.96 de Alta Seguridad S.R.L. Regent Bruxelles S.A. 51.00 Reggese Poort B.V. 100.00 Rel Beta Sp.z o.o. 9.00 Rel Delta Sp.z o.o. 9.00 Rel Echo Sp Zoo 100.00 REL Fokstrot SP Zoo 100.00 Rel Gamma Sp Zoo 100.00 REL Hektor SP Zoo 100.00 REL Ibis 100.00
45
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ REL Project 1 Sp Zoo SP Zoo 50000794 100.00 Plac Trzech Kryzy 10/14 00-499 Warsaw ReliaStar BancShares, Inc. Inc. 50000204 100.00 400 First Street South, MN 56301 St Cloud Suite 300 ReliaStar Financial Corp. Corp. 50000205 100.00 20 Washington Avenue South MN 55401 Minneapolis ReliaStar Investment Inc. 50000206 100.00 100 Washington Avenue MN 55401-2121 Minneapolis Research, Inc. South, Suite 800 ReliaStar Life Insurance Corp. 50000207 100.00 20 Washington Avenue South MN 55401 Minneapolis Company ReliaStar Life Insurance Corp. 50000208 100.00 1000 Woodbury Road, Suite NY 11797 Woodbury Company of New York 102 ReliaStar Managing Inc. 50000209 100.00 110 Winners Circle TN 37027 Brentwood Underwriters, Inc. ReliaStar National Trust Inc. 50000210 100.00 100 Washington Avenue MN 55401 Minneapolis Company South, Suite 700 ReliaStar Payroll Agent, Inc. 50000211 100.00 20 Washington Avenue South MN 55401 Minneapolis Inc ReliaStar Reinsurance Ltd. 50000212 100.00 12-13 Lime Street EC3M 7AB London Group (UK) REMA Sport Equipment BV B.V. 50000654 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Remazon B.V. B.V. 20001649 100.00 Herculesplein 5 3584 AA Utrecht Renting de Equipos e S.A. 20001167 100.00 Avda.Diagonal 605 - 9e 8028 Barcelona Inmuebles sa planta Rentista B.V. B.V. 20000300 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Reoco Limited Ltd. 20001680 100.00 New Brunswick Rescit I B.V. B.V. 20001914 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Rescoldo B.V. B.V. 20001765 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Residential Financial LLC 20001434 51.00 66 Canal Center Plaza, Alexandria, Development LLC Suite 700 Virginia Restaumur S.A. 20002264 24.30 Paris Restinga B.V. B.V. 20001615 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost RetireInvest Corporation Ltd. 10001505 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited RetireInvest Pty Limited Ltd. 10001507 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Richard Vendetti Insurance Ltd. 100.00 210 Cedar Street, suite ON P3B 1M6 Sudbury & Real Estate Ltd. 104 Ridderpoort Assurantien B.V. 10001315 100.00 Ridderpoort 3 2984 BG Ridderkerk B.V. Rijn Gaasperdam B.V. B.V. 20001985 100.00 Mr. Treublaan 7 1097 DP Amsterdam Rio Magdalena Limitada Ltda. 99.00 RL & T (International) N.V. 20000430 13.24 c/o A'damse 1000 BV Amsterdam Zuidoost N.V. Poort,hr.A.J.Staal Rocolas N.V. N.V. 50000081 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Rodeba Deurne B.V. B.V. 20001642 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Roelcene B.V. B.V. 20001559 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Roelfsema & Mulder B.V. B.V. 10001316 100.00 Verlengde Hereweg 151 9721 AM Groningen Roerse Poort B.V. B.V. 20001973 100.00 Mr Treublaan 7 1097 DP Amsterdam Rogelio B.V. B.V. 50000069 100.00 Drentestraat 24 1083 HK Amsterdam Rokriet B.V. B.V. 50000070 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Romex B.V. B.V. 50000792 100.00 Remmerden 5 3911 TZ Rhenen Romex Holding B.V. B.V. 50000140 100.00 Karspeldreef 14 1101 CK Amsterdam Rowanda B.V. B.V. 20001592 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Runoto Holding B.V. B.V. 20002360 100.00 Hanzepoort 25 7575 OB Oldenzaal Runoto Leasing B.V. B.V. 20000656 100.00 Hanzepoort 25 7570 AD Oldenzaal Rutilus B.V. B.V. 20000978 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Ruud Beins B.V. 20002011 100.00 Bijlmerplein 888 1102 MG Amsterdam Beleggingen B.V. Ruud Hendriks B.V. B.V. 10001348 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam RVS Beleggingen N.V. N.V. 10000630 100.00 Weena 505 3013 AL Rotterdam RVS Beroeps- en B.V. 10000638 100.00 Weena 505 3013 AL Rotterdam Bedrijfsfinanciering B.V. RVS Bouwfonds B.V. B.V. 10000636 100.00 Yes Schenkkade 65 2595 AS Den Haag RVS Diensten B.V. B.V. 10001337 100.00 Loevestein 33 6714 BS Ede RVS Financial N.V. 10000849 100.00 Henri Matisselaan 16 1140 Brussel Services N.V. RVS Levensverzekering N.V. N.V. 10000012 100.00 Loevestein 33 6714 BS Ede RVS Schadeverzekering N.V. N.V. 10000059 100.00 Loevestein 33 6714 BS Ede Gld RVS Stichting Stich- - Strawinskylaan 2631 1077 ZZ Amsterdam ting - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ REL Project 1 Sp Zoo Poland No No No Real Estate Management ING Lease (Polska) ReliaStar BancShares, Inc. United States No No No Holding ReliaStar Financial of America Corp ReliaStar Financial Corp. United States No No No Holding ING America Insurance of America Holdings, Inc. ReliaStar Investment United States No No Yes Investment Advisory ReliaStar Financial Research, Inc. of America Corp ReliaStar Life Insurance United States No No No Insurance Company ReliaStar Financial Company of America Corp ReliaStar Life Insurance United States No No No Insurance Company Security Connecticut Company of New York of America Life Insurance Company ReliaStar Managing United States No No No Underwriting ReliaStar Financial Underwriters, Inc. of America Corp ReliaStar National Trust United States No No No Trust Company ReliaStar Financial Company of America Corp ReliaStar Payroll Agent, United States No No No Payment Services ReliaStar Financial Inc of America Corp ReliaStar Reinsurance United Kingdom No No No Reinsurance ReliaStar Life Group (UK) Insurance Company REMA Sport Equipment BV Netherlands No No No Cash Company Prena Belegging B.V. Remazon B.V. Netherlands No No No Investment Company B.V. Algemene Beleggingsmaatschappij CenE Bankiers N.V. Renting de Equipos e Spain No No No Lease ING Lease Holding N.V. Inmuebles sa Rentista B.V. Netherlands No No No Investment Company ING Bank N.V. Reoco Limited Canada No No No Trading Company ING Bank N.V. Rescit I B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Rescoldo B.V. Netherlands No No No Cash Company ING Prena B.V. Residential Financial United States No No No Real Estate Management ING Vastgoed Development LLC of America Financiering N.V. Restaumur France No No No Investment Company Banque Bruxelles Lambert France S.A. Restinga B.V. Netherlands No No No Cash Company ING Prena B.V. RetireInvest Corporation Australia No No No Financial Services The Mercantile Mutual Limited Life Insurance Co. Ltd. RetireInvest Pty Limited Australia No No Yes Investment Advisory RetireInvest Corporation Limited Richard Vendetti Insurance Canada Insurance broker Equisure Insurance & Real Estate Ltd. Services Ltd. Ridderpoort Assurantien Netherlands No No No Insurance broker Belhaska XI B.V. B.V. Rijn Gaasperdam B.V. Netherlands No No No Real Estate Management N.V. Zeker Vast Gaasperdam Rio Magdalena Limitada Colombia Prosana S.A. RL & T (International) Netherlands No No No Trading Company ING Bank N.V. N.V. Rocolas N.V. Netherlands No No No Cash Company ING Prena B.V. Rodeba Deurne B.V. Netherlands No No No Cash Company ING Prena B.V. Roelcene B.V. Netherlands No No No Cash Company ING Prena B.V. Roelfsema & Mulder B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Roerse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Rogelio B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Rokriet B.V. Netherlands No No No Holding ING Groep N.V. Romex B.V. Netherlands No No No Lease Romex Holding B.V. Romex Holding B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Rowanda B.V. Netherlands No No No Cash Company ING Prena B.V. Runoto Holding B.V. Netherlands No No No Holding ING Lease Holding N.V. Runoto Leasing B.V. Netherlands No No No Lease Runoto Holding B.V. Rutilus B.V. Netherlands No No No Investment Company ING Bank N.V. Ruud Beins Netherlands No No No Cash Company ING Prena B.V. Beleggingen B.V. Ruud Hendriks B.V. Netherlands No No No Insurance broker B.V. Algemene Beleggingsmaatschappij Reigerdaal RVS Beleggingen N.V. Netherlands No No No Dormant Company Postbank Levensverzekering N.V. RVS Beroeps- en Netherlands No No No Finance Company Nationale-Nederlanden Bedrijfsfinanciering B.V. Levensverzekering Maatschappij N.V. RVS Bouwfonds B.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. RVS Diensten B.V. Netherlands No No No Service Company B.V. Algemene Beleggingsmaatschappij Reigerdaal RVS Financial Belgium No No No Financial Services RVS verzekeringen N.V. Services N.V. RVS Levensverzekering N.V. Netherlands No No No Life Insurance Nationale-Nederlanden Nederland B.V. RVS Schadeverzekering N.V. Netherlands No No No Insurance: Accident Nationale-Nederlanden Nederland B.V. RVS Stichting Netherlands - - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ REL Project 1 Sp Zoo 100.00 ReliaStar BancShares, Inc. 100.00 ReliaStar Financial Corp. 100.00 ReliaStar Investment 100.00 Research, Inc. ReliaStar Life Insurance 100.00 Company ReliaStar Life Insurance 100.00 Company of New York ReliaStar Managing 100.00 Underwriters, Inc. ReliaStar National Trust 100.00 Company ReliaStar Payroll Agent, 100.00 Inc ReliaStar Reinsurance 100.00 Group (UK) REMA Sport Equipment BV 100.00 Remazon B.V. 100.00 Renting de Equipos e 100.00 Inmuebles sa Rentista B.V. 100.00 Reoco Limited 100.00 Rescit I B.V. 100.00 Rescoldo B.V. 100.00 Residential Financial 51.00 Development LLC Restaumur 24.30 Restinga B.V. 100.00 RetireInvest Corporation 100.00 Limited RetireInvest Pty Limited 100.00 Richard Vendetti Insurance 100.00 & Real Estate Ltd. Ridderpoort Assurantien 100.00 B.V. Rijn Gaasperdam B.V. 100.00 Rio Magdalena Limitada 99.00 RL & T (International) 13.24 N.V. Rocolas N.V. 100.00 Rodeba Deurne B.V. 100.00 Roelcene B.V. 100.00 Roelfsema & Mulder B.V. 100.00 Roerse Poort B.V. 100.00 Rogelio B.V. 100.00 Rokriet B.V. 100.00 Romex B.V. 100.00 Romex Holding B.V. 100.00 Rowanda B.V. 100.00 Runoto Holding B.V. 100.00 Runoto Leasing B.V. 100.00 Rutilus B.V. 100.00 Ruud Beins 100.00 Beleggingen B.V. Ruud Hendriks B.V. 100.00 RVS Beleggingen N.V. 100.00 RVS Beroeps- en 100.00 Bedrijfsfinanciering B.V. RVS Bouwfonds B.V. 100.00 RVS Diensten B.V. 100.00 RVS Financial 100.00 Services N.V. RVS Levensverzekering N.V. 100.00 RVS Schadeverzekering N.V. 100.00 RVS Stichting -
46
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ RVS Verzekeringen N.V. N.V. 10000843 100.00 Henri Matisselaan 16 1140 Brussel S.A. De Vaderlandsche S.A. 10000847 100.00 Luxemburg Luxemburg S.A. du 42 Avenue Kleber S.A. 10000575 100.00 Paris S.A. du 59 Avenue d'Iena S.A. 10000544 100.00 Paris S.C.I. du 153 Rue de S.C.I. 10001374 40.00 Parijs Gourcelles S.C.I. le Michelet S.C.I. 10001376 51.00 Parijs S.C.I. le Portefeuille S.C.I. 10000577 100.00 Paris S.C.I. Roissy Bureaux S.C.I. 10001377 75.00 Parijs International S.C.P. AVG Investissement S.C.P. 10000670 100.00 Lille S.N.C. Blijenhoek Staete S.N.C. 10000563 100.00 Paris et Cie sabra Holding B.V. B.V. 20001597 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost sacobel Beheer B.V. B.V. 20001888 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost saiph Pty Limited Ltd. 20001744 100.00 7 Macquarie Place, level 9 NSW 2000 Sydney saline Nominees Limited Ltd. 20001372 100.00 St. Julians Avenue GY1 3DA St. Peter Port, Guernsey salix Assurantien B.V. B.V. 10001336 100.00 Marktstraat 80 7607 HD Almelo San Vicente Onroerend B.V. 40000269 100.00 Schenkkade 65 2595 AS Den Haag Goed B.V. Sanship VII B.V. B.V. 50000071 100.00 Drentestraat 24 1083 HK Amsterdam Santa Maria Internacional S.A. 100.00 Av. Nueva Tajamar 481, Santiago de Chile S.A. piso 17, Torre Norte, Las Condes SARL Restaurant S.A. 10001379 100.00 Parijs du Banville SCC GmbH 50000497 19.42 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksverwaltungs- 10 gesellschaft mbH SCGF Advisors Limited Ltd. 20001859 100.00 Barfield House, St.Julians St. Peter Guernsey Av. Schade Herstel Bedrijf B.V. 20000644 100.00 Postbus 70003 5201 DC s-Hertogenbosch B.V. Schepa Immobilia B.V. B.V. 20001974 100.00 Mr Treublaan 7 1097 DP Amsterdam Schipbeekse Poort B.V. B.V. 50000124 100.00 Mr Treublaan 7 1097 DP Amsterdam Schotte Afak Boxsem B.V. B.V. 10001319 100.00 Heerenweg 133A 2105 MG Heemstede Schotte Zeitlin B.V. 10001318 100.00 Jan Willem Frisolaan 3C 2517 JS Den Haag Verzekeringen B.V. Schroders Russian Region Plc. - Yes IFSC House, International 1 Dublin Fund Plc. Financial Services Centre SCI 52, Rue M. Arnoux. S.C.I. 20002265 30.00 St Cloud SCI Allee des Violettes S.C.I. 20002295 10.00 Paris SCI Allees d Osny S.C.I. 20002296 10.00 Lyon SCI Avenue de la S.C.I. 20002266 30.00 St Cloud Paix 27 s.a. SCI Belvedere Fontaine S.C.I. 20002297 12.50 Lyon St Martin SCI Chateau Besson S.C.I. 20002298 10.00 Lyon SCI Colombier Bois Guillaume S.C.I. 20002299 10.00 Lyon SCI Colombier St Priest S.C.I. 20002300 10.00 Lyon SCI Corbas les Vignes S.C.I. 20002301 10.00 Lyon SCI Cours Blaise Pascal S.C.I. 20002302 5.00 Paris SCI Domaine Claire S.C.I. 20002304 6.00 Aix en Provence Fontaine SCI Fontaine Bois d S.C.I. 20002305 10.00 Lyon Arqueil SCI Fontaine de Corbas S.C.I. 20002267 20.00 Lyon SCI Fontenay Activites S.C.I. 20002268 20.01 Paris SCI Francheville les Razes S.C.I. 20002306 8.50 Lyon SCI Hameaux de la Balme S.C.I. 20002308 10.00 Paris SCI Impasse des Pres S.C.I. 20002309 25.00 St Cloud SCI La Mimoseraie S.C.I. 20002310 5.00 Aix en Provence SCI la Tour de Meysieu S.C.I. 20002311 10.00 Paris SCI Lac de Soisy S.C.I. 20002312 9.94 Jouy en Josas SCI Le Relais s.a. S.C.I. 20002238 99.34 Rouen SCI Les Dunes S.C.I. 20002269 20.00 St Cloud SCI Les Maisonsde S.C.I. 20002314 10.00 Lyon Francheville parc - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ RVS Verzekeringen N.V. Belgium No No No Life Insurance ING Continental Europe Holdings B.V. S.A. De Vaderlandsche Luxemburg No No No Life Insurance Nationale Omnium N.V. Luxemburg S.A. du 42 Avenue Kleber France No No No Real Estate Investments Kleber Vastgoed B.V. S.A. du 59 Avenue d'Iena France No No No Real Estate Investments Iena Vastgoed B.V. S.C.I. du 153 Rue de France No No No Real Estate Investments ABV Staete B.V. Gourcelles S.C.I. le Michelet France No No No Real Estate Investments S.C.I. le Portefeuille S.C.I. le Portefeuille France No No No Real Estate Investments Portefeuille Staete B.V. S.C.I. Roissy Bureaux France No No No Real Estate Investments S.A. du 42 International Avenue Kleber S.C.P. AVG Investissement France No No No Real Estate Investments Westermij B.V. S.N.C. Blijenhoek Staete France No No No Real Estate Investments Blijenhoek Staete B.V. et Cie sabra Holding B.V. Netherlands No No No Cash Company ING Prena B.V. sacobel Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. saiph Pty Limited Australia No No No Pension Fund Baring Brothers Burrows Securities Limited saline Nominees Limited United Kingdom No No No Custody Baring Trustees (Guernsey) Limited salix Assurantien B.V. Netherlands No No No Insurance broker Belhaska XI B.V. San Vicente Onroerend Netherlands No No No Real Estate Development ING Real Estate Goed B.V. Development International B.V. Sanship VII B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Santa Maria Internacional Chile Administradora de S.A. Fondos de Pensiones Santa Maria S.A. SARL Restaurant France No No No Real Estate Compagnie Financiere de du Banville Banville S.A. SCC Germany No No No Real Estate: General BHF Immobilien-GmbH Grundstucksverwaltungs- gesellschaft mbH SCGF Advisors Limited United Kingdom No No No Holding BPEP Holdings Limited Schade Herstel Bedrijf Netherlands No No No Service Company CW Lease Nederland BV B.V. Schepa Immobilia B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Schipbeekse Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Schotte Afak Boxsem B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Schotte Zeitlin Netherlands No No No Insurance broker Belhaska XI B.V. Verzekeringen B.V. Schroders Russian Region Ireland No Investment Fund Fund Plc. SCI 52, Rue M. Arnoux. France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Allee des Violettes France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Allees d Osny France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Avenue de la France No No No Real Estate Investments Banque Bruxelles Paix 27 s.a. Lambert France S.A. SCI Belvedere Fontaine France No No No Real Estate Investments Banque Bruxelles St Martin Lambert France S.A. SCI Chateau Besson France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Colombier Bois Guillaume France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Colombier St Priest France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Corbas les Vignes France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Cours Blaise Pascal France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Domaine Claire France No No No Real Estate Investments Banque Bruxelles Fontaine Lambert France S.A. SCI Fontaine Bois d France No No No Real Estate Investments Banque Bruxelles Arqueil Lambert France S.A. SCI Fontaine de Corbas France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Fontenay Activites France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Francheville les Razes France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Hameaux de la Balme France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Impasse des Pres France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI La Mimoseraie France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI la Tour de Meysieu France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Lac de Soisy France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Le Relais s.a. Belgium No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Les Dunes France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Les Maisonsde France No No No Real Estate Investments Banque Bruxelles Francheville parc Lambert France S.A. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ RVS Verzekeringen N.V. 100.00 S.A. De Vaderlandsche 100.00 Luxemburg S.A. du 42 Avenue Kleber 100.00 S.A. du 59 Avenue d'Iena 100.00 S.C.I. du 153 Rue de 40.00 Gourcelles S.C.I. le Michelet 51.00 S.C.I. le Portefeuille 100.00 S.C.I. Roissy Bureaux 10.00 S.C.I. le 65.00 International Portefeuille S.C.P. AVG Investissement 100.00 S.N.C. Blijenhoek Staete 100.00 et Cie sabra Holding B.V. 100.00 sacobel Beheer B.V. 100.00 saiph Pty Limited 100.00 saline Nominees Limited 100.00 salix Assurantien B.V. 100.00 San Vicente Onroerend 100.00 Goed B.V. Sanship VII B.V. 100.00 Santa Maria Internacional 100.00 S.A. SARL Restaurant 100.00 du Banville SCC 19.42 Grundstucksverwaltungs- gesellschaft mbH SCGF Advisors Limited 100.00 Schade Herstel Bedrijf 100.00 B.V. Schepa Immobilia B.V. 100.00 Schipbeekse Poort B.V. 100.00 Schotte Afak Boxsem B.V. 100.00 Schotte Zeitlin 100.00 Verzekeringen B.V. Schroders Russian Region - Fund Plc. SCI 52, Rue M. Arnoux. 30.00 SCI Allee des Violettes 10.00 SCI Allees d Osny 10.00 SCI Avenue de la 30.00 Paix 27 s.a. SCI Belvedere Fontaine 12.50 St Martin SCI Chateau Besson 10.00 SCI Colombier Bois Guillaume 10.00 SCI Colombier St Priest 10.00 SCI Corbas les Vignes 10.00 SCI Cours Blaise Pascal 5.00 SCI Domaine Claire 6.00 Fontaine SCI Fontaine Bois d 10.00 Arqueil SCI Fontaine de Corbas 20.00 SCI Fontenay Activites 20.01 SCI Francheville les Razes 8.50 SCI Hameaux de la Balme 10.00 SCI Impasse des Pres 25.00 SCI La Mimoseraie 5.00 SCI la Tour de Meysieu 10.00 SCI Lac de Soisy 9.94 SCI Le Relais s.a. 99.34 SCI Les Dunes 20.00 SCI Les Maisonsde 10.00 Francheville parc
47
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ SCI Malo les Bains S.C.I. 20002316 13.33 Bry S/Marne SCI Mermoz S.C.I. 20002317 15.00 Paris SCI Porte Oceane S.C.I. 20002318 13.33 La Rochelle SCI Renan Lepelletier II S.C.I. 20002319 9.37 Paris SCI Renan Lepelletier III S.C.I. 20002320 9.37 Paris SCI Roseraie de Lissieu S.C.I. 20002321 10.00 Lyon SCI Rue de l'Ermitage S.C.I. 20002270 30.00 St Cloud SCI Rue de Rungis 24 S.C.I. 20002271 30.00 St Cloud SCI Rue des Lyonnes 43 S.C.I. 20002272 49.93 St Cloud SCI sante Marie de la S.C.I. 20002322 15.00 Ecully-Lyon guillotiere SCI Square d'Assnieres S.C.I. 10001470 100.00 Paris SCI Vaureal S.C.I. 20002273 20.00 Lyon SCI Vieux Bourg. S.C.I. 20002323 9.97 Paris SCI Villa Bois Guillaume S.C.I. 20002324 10.00 Lyon Scotus inc. Inc. 10000735 100.00 1 Concorde Gate, Don Mills M3C 3N6 Toronto (Ontario) Sechste KG 50000498 80.87 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundstucksverwaltungs- 10 gesellschaft mbH & Co. KG Secretariat Val. S.A. 20002108 22.00 Avenue de Schiphol 6 1140 Bruxelles Mobilieres s.c., Secteur"Centre de Affaires S.A. 20002154 6.67 Palais des Expositions, 2 Namur et de congres" Avenue Sergent Vrithoff Seculife B.V. B.V. 10000606 49.90 Yes Europaweg 139/3 2711 EP Zoetermeer Security Connecticut Life Inc. 50000213 100.00 Yes 20 Security Drive CT 06001 Avon Insurance Company Security Life Assignment Inc. 50000306 100.00 1290 Broadway CO 80203 Denver (Col.) Corp. Security Life of Denver Inc. 10000878 100.00 1290 Broadway CO 80203 Denver (Col.) Insurance Company Security Life of Denver Ltd. 10000830 100.00 2 Church Street HM11 Hamilton International Ltd Segada B.V. B.V. 40000182 100.00 Schenkkade 65 2595 AS Den Haag Seguradora Vida ING S.A.R.L.50001029 100.00 Shop 103, 1F, 7F, 11F, No. Macau (Macau), S.A. 61 Av. de Almeida Ribeiro Seguros Bital ? 10000166 49.00 Bosque de Alisos No. 45-B, 05120 Mexico City Piso 2, Bosque de las Lomas Seguros Commercial America S.A. 49.00 Av. Roble 300 Mezzanine 66265 Garza Garcia de C.V. Torrealta, Col. Valle des Campestre Seguros Norman Moron N.V. N.V. 10000842 100.00 Willemstad (Curacao) Sentax Assurantie B.V. B.V. 20001520 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Sentax Lease B.V. B.V. 20001519 100.00 Reeuwijkse Poort 211 2811 MZ Reeuwijk Service Centre B.V. 10000607 100.00 Europaweg 145/4 2711 EP Zoetermeer Victoria B.V. Shanghai Quality Housing Ltd. 40000220 95.00 Schenkkade 65 2595 AS Den Haag Real Estate Development Co.Ltd Shanghai Racquet Club B.V. 40000228 50.00 Schenkkade 65 2595 AS Den Haag Partners B.V. Shanghai Racquet Club C.V. 40000138 50.00 Schenkkade 65 2595 AS Den Haag Partners C.V. Shelhold Ltd. Ltd. 20001812 100.00 107 Cheapside EC2V 6HJ London Shimarucu Garden B.V. B.V. 50000083 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Ship Lease International B.V. 20000631 50.00 Karspeldreef 14 1101 CK Amsterdam B.V. SHK Haustechnik Holding GmbH 20002627 41.84 GmbH Siam City Asset Ltd. 20001499 49.00 Bangkok Management Co., Ltd Sijsma B.V. B.V. 10001324 100.00 Hoogeinde 14-16 4001 BH Tiel Simbad N.V. Ltd. 20000894 100.00 Kaya W.F.G. (Jombi) Willemstad Curacao Mensing 14 Simonis Beheer B.V. B.V. 20001628 100.00 Drentestraat 24 1102 HK Amsterdam Simonis B.V. 20001629 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij B.V. Sinke Beek Beheer B.V. B.V. 20002021 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Sipororo B.V. B.V. 20001463 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Sistarbanc S.R.L. S.R.L 20002356 11.11 Montevideo SK One Limited Ltd. 50001099 100.00 60 London Wall EC2M 5TQ London SK Three Limited Ltd. 50001100 100.00 60 London Wall EC2M 5TQ London SK Two Limited Ltd. 50001101 100.00 60 London Wall EC2M 5TQ London Slivast B.V. B.V. 20001082 100.00 Karspeldreef 14 1000 BV Amsterdam - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ SCI Malo les Bains France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Mermoz France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Porte Oceane France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Renan Lepelletier II France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Renan Lepelletier III France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Roseraie de Lissieu France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Rue de l'Ermitage France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Rue de Rungis 24 France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Rue des Lyonnes 43 France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI sante Marie de la France No No No Real Estate Investments Banque Bruxelles guillotiere Lambert France S.A. SCI Square d'Assnieres France No No No Real Estate Investments S.A. du 59 Avenue d'Iena SCI Vaureal France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Vieux Bourg. France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. SCI Villa Bois Guillaume France No No No Real Estate Investments Banque Bruxelles Lambert France S.A. Scotus inc. Canada No No No Insurance: General NN Life Insurance Company of Canada Sechste Germany No No No Real Estate Investments BHF Immobilien-GmbH Grundstucksverwaltungs- gesellschaft mbH & Co. KG Secretariat Val. Belgium No No No Consultancy Bank Brussel Mobilieres s.c., Lambert N.V Secteur"Centre de Affaires Belgium No No No Service Company Bank Brussel et de congres" Lambert N.V Seculife B.V. Netherlands No No No Service Company ING Support Holding B.V. Security Connecticut Life United States No No No Life Insurance ReliaStar Life Insurance Company of America Insurance Company Security Life Assignment United States No No No Life Insurance ING America Insurance Corp. of America Holdings, Inc. Security Life of Denver United States No No No Life Insurance ING America Insurance Insurance Company of America Holdings, Inc. Security Life of Denver Bermuda No No No Life Insurance ING America Insurance International Ltd Holdings, Inc. Segada B.V. Netherlands No No No Cash Company ING Prena B.V. Seguradora Vida ING Macau No No No Life Insurance Aetna International, (Macau), S.A. Inc. Seguros Bital Mexico No No No Life Insurance ING Insurance International B.V. Seguros Commercial America Mexico No No No Life Insurance ING Insurance International B.V. Seguros Norman Moron N.V. Netherlands No No No Insurance General Nationale-Nederlanden Antilles Schadeverzekering Maatschappij N.V. Sentax Assurantie B.V. Netherlands No No No Insurance Agency Finantel B.V. Sentax Lease B.V. Netherlands No No No Lease Arenda Beheer B.V. Service Centre Netherlands No No No Service Company ING Support Victoria B.V. Holding B.V. Shanghai Quality Housing Netherlands No No No Real Estate Development Shanghai Racquet Club Real Estate Development Partners C.V. Co.Ltd Shanghai Racquet Club Netherlands No No No Real Estate Management ING REI Management B.V. Partners B.V. Shanghai Racquet Club Netherlands No No No Real Estate Development ING Real Estate Partners C.V. International Development B.V. Shelhold Ltd. United Kingdom No No No Lease ING Lease (UK) Limited Shimarucu Garden B.V. Netherlands No No No Cash Company ING Prena B.V. Ship Lease International Netherlands No No No Lease ING Lease B.V. (Nederland) B.V. SHK Haustechnik Holding Germany No No No Industrie-Beteiligungs- GmbH Gesellschaft mbH Siam City Asset Thailand No No No Real Estate Management ING Bank N.V. Management Co., Ltd Sijsma B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Simbad N.V. Netherlands No No No Shipping Company ING Trust (Antilles) NV Antilles Simonis Beheer B.V. Netherlands No No No Investment Company ING Groep N.V. Simonis Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij B.V. Sinke Beek Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Sipororo B.V. Netherlands No No No Cash Company ING Prena B.V. Sistarbanc S.R.L. Uruguay No No No Financial Services ING Bank (Uruguay) S.A. SK One Limited United Kingdom No No No Miscellaneous ING Barings Limited SK Three Limited United Kingdom No No No Miscellaneous ING Barings Limited SK Two Limited United Kingdom No No No Miscellaneous ING Barings Limited Slivast B.V. Netherlands No No No Real Estate Management ING Bank N.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ SCI Malo les Bains 13.33 SCI Mermoz 15.00 SCI Porte Oceane 13.33 SCI Renan Lepelletier II 9.37 SCI Renan Lepelletier III 9.37 SCI Roseraie de Lissieu 10.00 SCI Rue de l'Ermitage 30.00 SCI Rue de Rungis 24 30.00 SCI Rue des Lyonnes 43 49.93 SCI sante Marie de la 15.00 guillotiere SCI Square d'Assnieres 100.00 SCI Vaureal 20.00 SCI Vieux Bourg. 9.97 SCI Villa Bois Guillaume 10.00 Scotus inc. 100.00 Sechste 80.87 Grundstucksverwaltungs- gesellschaft mbH & Co. KG Secretariat Val. 22.00 Mobilieres s.c., Secteur"Centre de Affaires 6.67 et de congres" Seculife B.V. 49.90 Security Connecticut Life 100.00 Insurance Company Security Life Assignment 100.00 Corp. Security Life of Denver 100.00 Insurance Company Security Life of Denver 100.00 International Ltd Segada B.V. - Seguradora Vida ING 100.00 (Macau), S.A. Seguros Bital 49.00 Seguros Commercial America 49.00 Seguros Norman Moron N.V. 100.00 Sentax Assurantie B.V. 100.00 Sentax Lease B.V. 100.00 Service Centre 100.00 Victoria B.V. Shanghai Quality Housing 95.00 Real Estate Development Co.Ltd Shanghai Racquet Club 50.00 Partners B.V. Shanghai Racquet Club 50.00 Partners C.V. Shelhold Ltd. 100.00 Shimarucu Garden B.V. 100.00 Ship Lease International 50.00 B.V. SHK Haustechnik Holding 41.84 GmbH Siam City Asset 49.00 Management Co., Ltd Sijsma B.V. 100.00 Simbad N.V. 100.00 Simonis Beheer B.V. 100.00 Simonis 100.00 Beleggingsmaatschappij B.V. Sinke Beek Beheer B.V. 100.00 Sipororo B.V. 100.00 Sistarbanc S.R.L. 11.11 SK One Limited 100.00 SK Three Limited 100.00 SK Two Limited 100.00 Slivast B.V. 100.00
48
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ SLR Management Ltd. 10000820 100.00 (Bermuda) Ltd. Small Business B.V. 20001720 100.00 Florapark 9 2012 HK Haarlem Publishing B.V. SNC du Centre Mayol S.N.C 10001375 100.00 Toulon SNC Haven S.N.C 10000579 60.00 Paris SNC Le Dome S.N.C 10001468 75.00 Paris SNC le Murier S.N.C 10000578 29.00 Paris SNC Peau Bearn S.N.C 10001469 100.00 Paris Sneeker Assurantiekantoor B.V. 10001325 100.00 Zwarteweg 4 8603 AA Sneek de Boer B.V. Soc. Belge de Invest Int. S.A. 20002155 5.96 Avenue de tervueren 168 1000 Bruxelles Soc. Financiere pour la S.A. 20002121 10.60 Bld. du Regent 43 1000 Bruxelles Construction s.a. Societe Financiere S.A. 50000631 11.11 Avenue Marnix 24 1000 Bruxelles Europeene (S.F.E.) s.a. Societe Financiere pour S.A. 20002091 25.82 Rue de la Boetie ,69 75008 Paris les Pays de Outre-mer (SFOM) s.a. Societe Immobiliere du CEL S.A.RL 20002198 100.00 Luxembourg s.a.r.l. Sodefina S.A. S.A. 10000835 100.00 24 Avenue Marnix 1000 Brussel Sofigest Societe S.A. 20002274 24.93 Geneve Financiere s.a. Sofilease s.a. S.A. 20002199 100.00 Bruxelles Sofinvest scrl. S.A. 20002099 52.39 Rue des Ecoliers 77 4100 Seraing Sogam s.a. S.A. 20002083 100.00 Avenue Marnix 24 1000 Bruxelles Sogerfin s.a. S.A. 20002084 99.99 Avenue Marnix 24 1000 Bruxelles Soges Fiducem s.a. S.A. 20002085 100.00 Avenue Marnix 24 1000 Bruxelles Soges-Ateka s.n.c. S.N.C 20002239 50.00 Avenue Marnix 24 1000 Bruxelles Soges-Dewaay s.a. S.A. 20002205 100.00 Avenue Marnix 24 1000 Bruxelles Solitario B.V. B.V. 20001577 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Sonhold Ltd. Ltd. 20001813 100.00 107 Cheapside EC2V 6HJ London Sopica s.a. S.A. 20002206 99.94 Paris Soprofinance(gestion S.A. 20002335 10.00 Paris OPCVM) Soprofinance(gestion S.A. 20002336 10.42 Paris parts SCPI) Soregep s.a. S.A. 20002275 30.00 Lyon South Western Insurance Ltd. 100.00 557 Southdale Road East, ON N6E 1A2 London Group Limited suite 201 Southland Life Insurance Inc. 50000214 100.00 5780 Powers Ferry Road, GA 30327-4390 Atlanta (Ga.) Company N.W. Spaarfondsen Beheer B.V. B.V. 20000998 100.00 James Wattstraat 79 1097 DL Amsterdam Spaarfondsen Bewaar B.V. B.V. 20001048 100.00 James Wattstraat 79 1097 DL Amsterdam Sparre Poort B.V. B.V. 20001991 100.00 Mr Treublaan 7 1097 DP Amsterdam Spoolde B.V. B.V. 20001975 100.00 Mr Treublaan 7 1097 DP Amsterdam Springfield Capital Ltd. 20002240 99.96 Jersey Management (Jersey) Ltd. Springfield Capital Ltd. 20002241 100.00 London Management Ltd. Springstreet Associates, Inc. 50000991 100.00 Atlanta (Ga.) Inc. Spuise Poort B.V. B.V. 20001976 100.00 Mr Treublaan 7 1097 DP Amsterdam St. Maurice Compagnie ? 10001413 100.00 2450 Rue Girouard Ouest QC J2S 3B3 Saint-Hyacinthe d'Assurances Staal Satelliet VI B.V. B.V. 50000962 100.00 Herculesplein 5 3584 AA Utrecht Stampida B.V. B.V. 20001587 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Stamveld B.V. B.V. 20001535 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Standaard Hypotheekbank N.V. 20001929 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Stanley G Plantzos Ltd. 50000891 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Insurance Brokers Pty. Star Fund Management s.a. S.A. 20002050 51.69 Avenue Marnix 24 1000 Bruxelles Steendam B.V. 20001613 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Beleggingsmaatschappij Drachten B.V. Steenhuis Assurantien en B.V. 10001448 100.00 Kloekhorststraat 20 9401BD Assen Makelaardij B.V. Steenstaete N.V. N.V. 10000714 100.00 Brugge Steinsche Gasse GbR GbR 50000246 95.14 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 Stenning & Associates Inc. 50.00 101 Worthington St. E., ON P1B 1G5 North Bay Financial Services Inc. suite 325 - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ SLR Management Bermuda No No No Real Estate Management ING America Insurance (Bermuda) Ltd. Holdings, Inc. Small Business Netherlands No No No Service Company Postbank N.V. Publishing B.V. SNC du Centre Mayol France No No No Real Estate Investments SNC Haven SNC Haven France No No No Real Estate Investments Hoogoorddreef I B.V. SNC Le Dome France No No No Real Estate Investments S.A. du 42 Avenue Kleber SNC le Murier France No No No Real Estate Investments S.N.C. Blijenhoek Staete et Cie SNC Peau Bearn France No No No Real Estate Investments S.A. du 42 Avenue Kleber Sneeker Assurantiekantoor Netherlands No No No Insurance broker Belhaska XI B.V. de Boer B.V. Soc. Belge de Invest Int. Belgium No No No Investment Management Bank Brussel Lambert N.V. Soc. Financiere pour la Belgium No No No Finance Company Bank Brussel Construction s.a. Lambert N.V. Societe Financiere Luxemburg No No No Finance Company Bank Brussel Europeene (S.F.E.) s.a. Lambert N.V. Societe Financiere pour France No No No Service Company Bank Brussel les Pays de Outre-mer Lambert N.V. (SFOM) s.a. Societe Immobiliere du CEL Luxemburg No No No Financial Services CEL Data Services S.A. s.a.r.l. Sodefina S.A. Belgium No No No Nationale Omnium N.V. Sofigest Societe Switzerland No No No Financial Services Banque Bruxelles Financiere s.a. Lambert Suisse S.A. Sofilease s.a. Belgium No No No Lease Locabel-Auto s.a. Sofinvest scrl. Belgium No No No Investment Bank Bank Brussel Lambert N.V. Sogam s.a. Belgium No No No Finance Company Bank Brussel Lambert N.V. Sogerfin s.a. Belgium No No No Finance Company Bank Brussel Lambert N.V. Soges Fiducem s.a. Belgium No No No Finance Company Bank Brussel Lambert N.V. Soges-Ateka s.n.c. Belgium No No No Financial Services Soges Fiducem s.a. Soges-Dewaay s.a. Belgium No No No Financial Services Soges Fiducem s.a. Solitario B.V. Netherlands No No No Cash Company ING Prena B.V. Sonhold Ltd. United Kingdom No No No Investment Company ING Lease (UK) Limited Sopica s.a. France No No No Financial Services Banque Bruxelles Lambert France S.A. Soprofinance(gestion France No No No Financial Services Banque Bruxelles OPCVM) Lambert France S.A. Soprofinance(gestion France No No No Financial Services Banque Bruxelles parts SCPI) Lambert France S.A. Soregep s.a. France No No No Financial Services Banque Bruxelles Lambert France S.A. South Western Insurance Canada Insurance broker 1418583 Ontario Ltd. Group Limited Southland Life Insurance United States No No No Life Insurance ING America Life Company of America Corporation Spaarfondsen Beheer B.V. Netherlands No No No Investment Company InterAdvies N.V. Spaarfondsen Bewaar B.V. Netherlands No No No Investment Company InterAdvies N.V. Sparre Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Spoolde B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Springfield Capital United Kingdom No No No Financial Services BBL Capital Management Management (Jersey) Ltd. Corporation S.A. Springfield Capital United Kingdom No No No Financial Services Williams de Broe Management Ltd. International Ltd Springstreet Associates, United States Life Insurance Company Inc. of America of Georgia Spuise Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. St. Maurice Compagnie Canada No No No Le Groupe Commerce d'Assurances Compagnie d'Assurances Staal Satelliet VI B.V. Netherlands No No No Miscellaneous Algemene Beleggingsmaatschappij CenE Bankiers B.V. Stampida B.V. Netherlands No No No Cash Company ING Prena B.V. Stamveld B.V. Netherlands No No No Cash Company ING Prena B.V. Standaard Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Algemeene N.V. Waarborgmaatschappij N.V. Stanley G Plantzos Australia No No No Insurance Agency Austbrokers Holdings Insurance Brokers Pty. Ltd. Star Fund Management s.a. Belgium No No No Finance Company Bank Brussel Lambert N.V. Steendam Netherlands No No No Cash Company ING Prena B.V. Beleggingsmaatschappij Drachten B.V. Steenhuis Assurantien en Netherlands No No No Insurance broker B.V. Algemene Makelaardij B.V. Beleggingsmaatschappij Reigerdaal Steenstaete N.V. Belgium No No No Real Estate Development Amersfoort-Staete B.V. Steinsche Gasse GbR Germany No No No BHF-BANK AG Stenning & Associates Canada Financial Services Equisure Insurance Financial Services Inc. Services Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ SLR Management 100.00 (Bermuda) Ltd. Small Business 100.00 Publishing B.V. SNC du Centre Mayol 100.00 SNC Haven 60.00 SNC Le Dome 75.00 SNC le Murier 4.00 S.A. du 59 25.00 Avenue d'Iena SNC Peau Bearn 100.00 Sneeker Assurantiekantoor 100.00 de Boer B.V. Soc. Belge de Invest Int. 5.96 Soc. Financiere pour la 10.60 Construction s.a. Societe Financiere 11.11 Europeene (S.F.E.) s.a. Societe Financiere pour 25.82 les Pays de Outre-mer (SFOM) s.a. Societe Immobiliere du CEL 100.00 s.a.r.l. Sodefina S.A. 100.00 Sofigest Societe 24.93 Financiere s.a. Sofilease s.a. 100.00 Sofinvest scrl. 52.39 Sogam s.a. 100.00 Sogerfin s.a. 99.99 Soges Fiducem s.a. 100.00 Soges-Ateka s.n.c. 50.00 Soges-Dewaay s.a. 100.00 Solitario B.V. 100.00 Sonhold Ltd. 100.00 Sopica s.a. 99.94 Soprofinance(gestion 10.00 OPCVM) Soprofinance(gestion 10.42 parts SCPI) Soregep s.a. 30.00 South Western Insurance 100.00 Group Limited Southland Life Insurance 100.00 Company Spaarfondsen Beheer B.V. 100.00 Spaarfondsen Bewaar B.V. 100.00 Sparre Poort B.V. 100.00 Spoolde B.V. 100.00 Springfield Capital 99.96 Management (Jersey) Ltd. Springfield Capital 100.00 Management Ltd. Springstreet Associates, 100.00 Inc. Spuise Poort B.V. 100.00 St. Maurice Compagnie 100.00 d'Assurances Staal Satelliet VI B.V. 100.00 Stampida B.V. 100.00 Stamveld B.V. 100.00 Standaard Hypotheekbank 100.00 N.V. Stanley G Plantzos 100.00 Insurance Brokers Pty. Star Fund Management s.a. 51.69 Steendam 100.00 Beleggingsmaatschappij Drachten B.V. Steenhuis Assurantien en 100.00 Makelaardij B.V. Steenstaete N.V. 6.00 N.V. Square 88.00 BOZ B.V. 6.00 Montgomery Steinsche Gasse GbR 95.14 Stenning & Associates 50.00 Financial Services Inc.
49
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Sterling Developments B.V. B.V. 40000087 100.00 Schenkkade 65 2595 AS Den Haag STET Ltd. Ltd. 10001422 100.00 Melbourne Stibbe Meijster B.V. B.V. 10001327 100.00 Goudsesingel 72 3011 KD Rotterdam Stichting Sticht- 50000769 - Strawinskylaan 2631 1077 ZZ Amsterdam Administratiekantoor ING ing Groep Stichting Regio Bank Sticht- 10000014 - James Wattstraat 79 1097 DL Amsterdam ing Stone Lease S.A. S.A. 50000680 100.00 Avenue de Corthenbergh 71 1000 Brussels Storeria B.V. B.V. 20001540 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Straet & Snijder B.V. 10001328 100.00 Deken Quodbachlaan 29 6461 XP Kerkrade Assurantien B.V. Strategic Investors Ltd. 100.00 Asia Limited Stresemannstrasse GbR GbR 50000247 95.14 Bockenheimer Landstrasse 60323 Frankfurt am Main 10 Strokkur B.V. B.V. 20001453 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Sturgeon Falls Insurance Ltd. 100.00 218 Main Street ON P0H 2G0 Sturgeon Falls Brokers (1985) Ltd. Successfull Money Inc. 100.00 12100 SW Tualatin Road OR 97062 Tualatin Management Seninars, Inc Sugar Garden B.V. B.V. 50000082 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Summa B.V. B.V. 50000073 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Summit Holding B.V. B.V. 50000586 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Sunrise Investments B.V. B.V. 20001596 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Super Concepts Pty. Ltd. Ltd. 50000889 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Super Solutions Pty. Ltd. 50000888 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Limited Sussex Leaseholds Limited Ltd. 10001453 100.00 Toronto Sutherland Beheer B.V. B.V. 20002027 96.15 Bijlmerplein 888 1102 MG Amsterdam Sutherlands (Holdings) Ltd. 100.00 London Ltd. Sutherlands International Ltd. 100.00 London Ltd. Sutherlands Ltd. Ltd. 100.00 London Sutherlands Nominees Ltd. Ltd. 100.00 London Svalbard Beheer B.V. B.V. 20001618 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Swalmse Poort B.V. B.V. 50000125 100.00 Mr Treublaan 7 1097 DP Amsterdam Swinpoort B.V. B.V. 40000096 100.00 Schenkkade 65 2595 AS Den Haag Syndicate Nominees Pty Ltd. 10001489 100.00 Sydney Limited Syndicate Street Limited Ltd. 50001098 100.00 60 London Wall EC2M 5TQ London Synerlease Belgium N.V. N.V. 20002207 100.00 Bruxelles Systematized Benefits Inc. 50000434 100.00 151 Farmington Avenue CT 06156-1492 Hartford CT Administrators, inc. t Oye Deventer B.V. B.V. 20001755 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost T&C Nominees Ltd. Ltd. 50001089 100.00 1 Paternoster Row, St Paul EC4M 7DH London T. Koster Beheer B.V. B.V. 10001356 100.00 Stadhuisplein 10 4205 AX Gorinchem T.B.B. & Heitkamp B.V. 10001329 100.00 Auke Vleestraat 8 7512 PG Enschede Assurantien B.V. T.B.E. S.A. 20002109 100.00 Montagne du Parc 3 1000 Bruxelles T.L.C. Investments Inc. Inc. 100.00 11120 - 178th Street AB T5S 1P2 Edmonton Tabledo B.V. B.V. 20001503 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tablero B.V. B.V. 20000467 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tadavia B.V. B.V. 20000319 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tailored Investment Trust 50000382 100.00 1290 Broadway CO 80203-5699 Denver (Colorado) Notes Trust 1999-1 Talboom Beheer B.V. B.V. 20001459 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tapirus B.V. B.V. 20001660 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tarima B.V. B.V. 20001472 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tawny Owl Investment N.V. 20001651 100.00 Kaya W.F.G. (Jombi) Willemstad Company N.V. Mensing 14 Technisch Advies Bureau B.V. 20001489 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Jaba B.V. Tempero B.V. B.V. 20001625 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Ter Linden en Heijer B.V. 20001909 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Holding B.V. Terra GmbH 20002646 80.12 Bockenheimer Landstrasse 60323 Frankfurt am Main Grundbesitsgesellschaft 10 am Aegi mbH & Co. Grundbesitzerwerbs KG - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Sterling Developments B.V. Netherlands No No No Real Estate Development Cofiton B.V. STET Ltd. Australia No No No The Mercantile Mutual Life Insurance Co. Ltd. Stibbe Meijster B.V. Netherlands No No No Insurance broker Belhaska XI B.V. Stichting Netherlands No No No Holding ? Administratiekantoor ING Groep Stichting Regio Bank Netherlands No No No Finance Company ? Stone Lease S.A. Belgium No No No Lease Locabel S.A. Storeria B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Straet & Snijder Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Strategic Investors Bermuda No No No ING Insurance Asia Limited International B.V. Stresemannstrasse GbR Germany No No No BHF-BANK AG Strokkur B.V. Netherlands No No No Cash Company ING Prena B.V. Sturgeon Falls Insurance Canada Insurance broker Equisure Insurance Brokers (1985) Ltd. Services Ltd. Successfull Money United States No No No Service Company ReliaStar Financial Management Seninars, Inc of America Corporation Sugar Garden B.V. Netherlands No No No Cash Company ING Prena B.V. Summa B.V. Netherlands No No No Cash Company ING Prena B.V. Summit Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Sunrise Investments B.V. Netherlands No No No Cash Company ING Prena B.V. Super Concepts Pty. Ltd. Australia No No No Holding ING Life Limited Super Solutions Pty. Australia No No No Service Company Super Concepts Limited Pty. Ltd. Sussex Leaseholds Limited Canada No No No Scotus Inc. Sutherland Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Sutherlands (Holdings) United Kingdom Yes No Yes Brokerage Charterhouse Ltd. Securities Ltd. Sutherlands International United Kingdom Yes No Yes Brokerage Sutherlands Ltd. (Holdings) Ltd. Sutherlands Ltd. United Kingdom Yes No Yes Brokerage Sutherlands (Holdings) Ltd. Sutherlands Nominees Ltd. United Kingdom Yes No Yes Brokerage Sutherlands (Holdings) Ltd. Svalbard Beheer B.V. Netherlands No No No Investment Company ING Prena B.V. Swalmse Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Swinpoort B.V. Netherlands No No No Real Estate Development MBO Kousteensedijk Holding B.V. Syndicate Nominees Pty Australia No No No Custody The Mercantile Mutual Limited Life Insurance Co. Ltd. Syndicate Street Limited United Kingdom No No No Miscellaneous ING Barings Holding Nederland B.V. Synerlease Belgium N.V. Belgium No No No Lease Locabel s.a. Systematized Benefits United States Yes No No Brokerage Aetna Services Holding Administrators, inc. of America Company (Connecticut), Inc. t Oye Deventer B.V. Netherlands No No No Cash Company ING Prena B.V. T&C Nominees Ltd. United Kingdom Yes No Yes Brokerage Charterhouse Securities Ltd. T. Koster Beheer B.V. Netherlands No No No Insurance broker ING Verzekeringen N.V. T.B.B. & Heitkamp Netherlands No No No Insurance broker Belhaska XI B.V. Assurantien B.V. T.B.E. Belgium No No No Central purchasing Bank Brussel Lambert N.V. T.L.C. Investments Inc. Canada Holding Equisure Financial Network, Inc. Tabledo B.V. Netherlands No No No Cash Company ING Prena B.V. Tablero B.V. Netherlands No No No Investment Company ING Bank N.V. Tadavia B.V. Netherlands No No No Cash Company ING Prena B.V. Tailored Investment United States No No No Trust Company Security Life of Denver Notes Trust 1999-1 of America Insurance Company Talboom Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Tapirus B.V. Netherlands No No No Cash Company ING Prena B.V. Tarima B.V. Netherlands No No No Cash Company ING Prena B.V. Tawny Owl Investment Netherlands No No No Investment Services CenE Bankiers Company N.V. Antilles Holding N.V. Technisch Advies Bureau Netherlands No No No Cash Company ING Prena B.V. Jaba B.V. Tempero B.V. Netherlands No No No Cash Company ING Prena B.V. Ter Linden en Heijer Netherlands No No No Cash Company ING Prena B.V. Holding B.V. Terra Germany No No No Real Estate Management Deutsche Hypothekenbank Grundbesitsgesellschaft (Actien-Gesellschaft) am Aegi mbH & Co. Grundbesitzerwerbs KG - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Sterling Developments B.V. 100.00 STET Ltd. 100.00 Stibbe Meijster B.V. 2.85 Oostermij 97.15 B.V. Stichting - Administratiekantoor ING Groep Stichting Regio Bank - Stone Lease S.A. 100.00 Storeria B.V. 100.00 Straet & Snijder 100.00 Assurantien B.V. Strategic Investors 51.00 Aetna 49.00 Asia Limited International, Inc. Stresemannstrasse GbR 95.14 Strokkur B.V. 100.00 Sturgeon Falls Insurance 100.00 Brokers (1985) Ltd. Successfull Money 100.00 Management Seninars, Inc Sugar Garden B.V. 100.00 Summa B.V. 100.00 Summit Holding B.V. 100.00 Sunrise Investments B.V. 100.00 Super Concepts Pty. Ltd. 40.00 Austadvisers 60.00 Equity Pty Limited Super Solutions Pty. 100.00 Limited Sussex Leaseholds Limited 100.00 Sutherland Beheer B.V. 96.15 Sutherlands (Holdings) 100.00 Ltd. Sutherlands International 100.00 Ltd. Sutherlands Ltd. 100.00 Sutherlands Nominees Ltd. 100.00 Svalbard Beheer B.V. 100.00 Swalmse Poort B.V. 100.00 Swinpoort B.V. 100.00 Syndicate Nominees Pty 100.00 Limited Syndicate Street Limited 100.00 Synerlease Belgium N.V. 100.00 Systematized Benefits 100.00 Administrators, inc. t Oye Deventer B.V. 100.00 T&C Nominees Ltd. 100.00 T. Koster Beheer B.V. 100.00 T.B.B. & Heitkamp 100.00 Assurantien B.V. T.B.E. 100.00 T.L.C. Investments Inc. Tabledo B.V. 100.00 Tablero B.V. 100.00 Tadavia B.V. 100.00 Tailored Investment 100.00 Notes Trust 1999-1 Talboom Beheer B.V. 100.00 Tapirus B.V. 100.00 Tarima B.V. 100.00 Tawny Owl Investment 100.00 Company N.V. Technisch Advies Bureau 100.00 Jaba B.V. Tempero B.V. 100.00 Ter Linden en Heijer 100.00 Holding B.V. Terra 80.12 Grundbesitsgesellschaft am Aegi mbH & Co. Grundbesitzerwerbs KG
50
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Terra GmbH 20002640 80.12 Grundbesitzgesellschaft am Aegi mbH Tessara Zaanlandia B.V. B.V. 20001492 98.78 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Th. van den Akker B.V. 20002163 100.00 Bijlmerplein 888 1102 mg Amsterdam ZO Beheer B.V. Thames Poort B.V. B.V. 20001977 100.00 Mr Treublaan 7 1097 DP Amsterdam Thames River Traditional Plc. - Yes IFSC House, International 1 Dublin Fund Plc. Financial Services Centre The Aetna Heiwa Life Ltd. 100.00 Insurance Company Limited The Asia Pacific Fund Inc. - Yes Gateway Center Three, 100 NJ 07102-4077 Newark NJ Inc. (BAM) Mulberry Street The Baring Emerging Europe Plc. - Yes Trust Plc. The Baring Peacock Fund - Yes Barfield House, St GY 3QL Guernsey, Channel Julian's Avenue, St Peter Islands Port The Baring Puma Fund Ltd. - Yes Limited The CGT Trust Trust 50000383 100.00 1475 Dunwoody Drive PA 19380 West Chester The Egyptian Growth Ltd. - Yes Barfield House, St GY 3QL Guernsey, Channel Investment Copany Limited Julian's Avenue, St Peter Islands Port The Greater China Fund Inc. - Yes 1285 Avenue of the NY 10019 New York Inc. (BAM) Americas The Halifax Insurance ? 10000889 100.00 75 Eglinton Avenue East M4P 3A4 Toronto Company The IT-Concord MISR - Yes Barfield House, St GY 3QL Guernsey, Channel Technology Venture Capital Julian's Avenue, St Peter Islands Fund Port The Mortgage Acceptance Ltd. 50001091 100.00 Eastern Gate, Brants RG12 9BZ Bracknell Corporation (Holdings) Bridge Limited The Mortgage Acceptance Ltd. 50001092 100.00 Eastern Gate, Brants RG12 9BZ Bracknell Corporation Limited Bridge The Netherlands Insurance ? 10001398 100.00 Keene Company The New Providence Ltd. 50000217 100.00 20 Washington Avenue South MN 55401 Minneapolis Insurance Co. Ltd The New Russia Fund 67.00 13 Rue Goethe L-1637 Luxemburg (Investment Fund managed by BAM) The Orion Insurance Ltd. 10001466 100.00 Folkestone (General) Ltd. The Prospect of Japan Ltd. - Yes Barfield House, St GY 3QL Guernsey, Channel Fund Limited Julian's Avenue, St Peter Islands Port The Seven Provinces B.V. 10000689 100.00 Prinses Beatrixlaan 15 2595 AK Den Haag International B.V. The Simba Fund Limited Ltd. 27.20 Yes Barfield House, St GY 3QL Guernsey, Channel (BAM) Julian's Avenue, St Peter Islands Port The Tower Fund L.P. KG 50000248 17.53 The UBK French Property Ltd. - Yes Barfield House, St GY 3QL Guernsey, Channel Company Limited Julian's Avenue, St Peter Islands Port Theo Kentie Design B.V. B.V. 20001668 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Theo Tuerlings B.V. B.V. 50000074 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Theo Tuerlings Beheer B.V. B.V. 50000575 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost THG Beteiligungsverwaltung GmbH 50000249 48.54 Alstertor 17 20095 Hamburg GmbH Tiberia B.V. B.V. 20000752 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Ticket BBL Travel S.A. S.A. 50000658 50.00 Avenue Marnix 24 1000 Brussels Tolinea B.V. B.V. 20000435 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Total Resources LLC LLC 20001841 100.00 230 Park Avenue 10169 New York Trabanca B.V. B.V. 20001578 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tranent B.V. B.V. 20001476 79.41 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Trasgo B.V. B.V. 20001234 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Traslado B.V. B.V. 20001084 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Treetop B.V. B.V. 20001424 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Trenorth Pty Ltd Ltd. 50000356 50.00 Level 13, 347 Kent Street NSW 2000 Sydney Tricor B.V. B.V. 20001802 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tripolis A C.V. C.V. 40000242 - Schenkkade 65 2595 AS Den Haag Tripolis B C.V. C.V. 40000243 - Schenkkade 65 2595 AS Den Haag Tripolis C C.V. C.V. 40000244 - Schenkkade 65 2595 AS Den Haag Tripolis IJsbaanpad Beheer B.V. 40000229 100.00 Schenkkade 65 2595 AS Den Haag A I B.V. Tripolis IJsbaanpad Beheer B.V. 40000230 100.00 Schenkkade 65 2595 AS Den Haag A II B.V. Tripolis IJsbaanpad Beheer B.V. 40000231 100.00 Schenkkade 65 2595 AS Den Haag B I B.V. Tripolis IJsbaanpad Beheer B.V. 40000232 100.00 Schenkkade 65 2595 AS Den Haag B II B.V. Tripolis IJsbaanpad Beheer B.V. 40000233 100.00 Schenkkade 65 2595 AS Den Haag C I B.V. Tripolis IJsbaanpad Beheer B.V. 40000234 100.00 Schenkkade 65 2595 AS Den Haag C II B.V. - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Terra Germany No No No Real Estate Management Deutsche Hypothekenbank Grundbesitzgesellschaft (Actien-Gesellschaft) am Aegi mbH Tessara Zaanlandia B.V. Netherlands No No No Cash Company ING Prena B.V. Th. van den Akker Netherlands No No No Cash Company ING Prena B.V. Beheer B.V. Thames Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Thames River Traditional Ireland Investment fund Fund Plc. The Aetna Heiwa Life Japan Life Insurance Aetna International, Insurance Company Limited Inc. The Asia Pacific Fund United States Investment fund ? Inc. (BAM) of America The Baring Emerging Europe Investment fund ? Trust Plc. The Baring Peacock Fund United Kingdom Investment fund ? The Baring Puma Fund Investment fund ? Limited The CGT Trust United States No No No Trust Company Golden American Life of America Insurance Company The Egyptian Growth United Kingdom Investment fund Investment Copany Limited The Greater China Fund United States Investment fund ? Inc. (BAM) of America The Halifax Insurance Canada No No No Life Insurance ING Canada P&C Inc. Company The IT-Concord MISR United Kingdom Investment fund Technology Venture Capital Fund The Mortgage Acceptance United Kingdom No No No Holding Baring Brothers Limited Corporation (Holdings) Limited The Mortgage Acceptance United Kingdom No No No Insurance Agency Baring Brothers Limited Corporation Limited The Netherlands Insurance United States No No No Life Insurance ING U.S. P&C Company of America Corporation The New Providence United States No No No Life Insurance IB Holdings LLC Insurance Co. Ltd of America The New Russia Fund Luxemburg Investment fund (Investment Fund managed by BAM) The Orion Insurance United Kingdom No No No Insurance: General NN (UK General) Ltd. (General) Ltd. The Prospect of Japan United Kingdom Investment Fund Fund Limited The Seven Provinces Netherlands No No No Capital Markets ING Continental Europe International B.V. Holdings B.V. The Simba Fund Limited United Kingdom Investment Fund ? (BAM) The Tower Fund L.P. Cayman Islands No No No Limited Partnership BHF (USA) Capital Corporation The UBK French Property United Kingdom Investment Fund Company Limited Theo Kentie Design B.V. Netherlands No No No Investment Company Tabledo B.V. Theo Tuerlings B.V. Netherlands No No No Cash Company ING Prena B.V. Theo Tuerlings Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. THG Beteiligungsverwaltung Germany No No No BHF-BANK AG GmbH Tiberia B.V. Netherlands No No No Investment Company Entero B.V. Ticket BBL Travel S.A. Belgium No No No Service Company Bank Brussel Lambert N.V. Tolinea B.V. Netherlands No No No Investment Company ING Bank N.V. Total Resources LLC United States No No No Financial Services Furman Selz of America Proprietary, Inc. Trabanca B.V. Netherlands No No No Cash Company ING Prena B.V. Tranent B.V. Netherlands No No No Cash Company ING Prena B.V. Trasgo B.V. Netherlands No No No Cash Company ING Prena B.V. Traslado B.V. Netherlands No No No Cash Company ING Prena B.V. Treetop B.V. Netherlands No No No Cash Company ING Prena B.V. Trenorth Pty Ltd Australia No No No Real Estate: General Heine Management Pty Limited Tricor B.V. Netherlands No No No Cash Company ING Prena B.V. Tripolis A C.V. Netherlands No No No Real Estate Management ? Tripolis B C.V. Netherlands No No No Real Estate Management ? Tripolis C C.V. Netherlands No No No Real Estate Management ? Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. A I B.V. Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. A II B.V. Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. B I B.V. Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. B II B.V. Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. C I B.V. Tripolis IJsbaanpad Beheer Netherlands No No No Real Estate Management Tripolis Vastgoed B.V. C II B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Terra 80.12 Grundbesitzgesellschaft am Aegi mbH Tessara Zaanlandia B.V. 98.78 Th. van den Akker 100.00 Beheer B.V. Thames Poort B.V. 100.00 Thames River Traditional - Fund Plc. The Aetna Heiwa Life 92.30 Aetna 7.50 Insurance Company Limited Premium Collection Co. The Asia Pacific Fund - Inc. (BAM) The Baring Emerging Europe - Trust Plc. The Baring Peacock Fund - The Baring Puma Fund - Limited The CGT Trust 100.00 The Egyptian Growth - Investment Copany Limited The Greater China Fund - Inc. (BAM) The Halifax Insurance 100.00 Company The IT-Concord MISR - Technology Venture Capital Fund The Mortgage Acceptance 100.00 Corporation (Holdings) Limited The Mortgage Acceptance 100.00 Corporation Limited The Netherlands Insurance 100.00 Company The New Providence 100.00 Insurance Co. Ltd The New Russia Fund 67.00 (Investment Fund managed by BAM) The Orion Insurance 100.00 (General) Ltd. The Prospect of Japan - Fund Limited The Seven Provinces 100.00 International B.V. The Simba Fund Limited 27.20 (BAM) The Tower Fund L.P. 17.53 The UBK French Property - Company Limited Theo Kentie Design B.V. 100.00 Theo Tuerlings B.V. 100.00 Theo Tuerlings Beheer B.V. 100.00 THG Beteiligungsverwaltung - GmbH Tiberia B.V. 100.00 Ticket BBL Travel S.A. Tolinea B.V. 100.00 Total Resources LLC 100.00 Trabanca B.V. 100.00 Tranent B.V. 79.41 Trasgo B.V. 100.00 Traslado B.V. 100.00 Treetop B.V. 100.00 Trenorth Pty Ltd 50.00 Tricor B.V. 100.00 Tripolis A C.V. - Tripolis B C.V. - Tripolis C C.V. - Tripolis IJsbaanpad Beheer 100.00 A I B.V. Tripolis IJsbaanpad Beheer 65.00 ING Vastgoed 35.00 A II B.V. Belegging B.V. Tripolis IJsbaanpad Beheer 100.00 B I B.V. Tripolis IJsbaanpad Beheer 65.00 ING Vastgoed 35.00 B II B.V. Belegging B.V. Tripolis IJsbaanpad Beheer 100.00 C I B.V. Tripolis IJsbaanpad Beheer 100.00 C II B.V.
51
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Tripolis Vastgoed B.V. B.V. 40000102 100.00 Schenkkade 65 2595 AS Den Haag Tripudio B.V. B.V. 20000412 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Trituris B.V. B.V. 20000450 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Truchot Limited Ltd. 20001373 100.00 St. Julians Avenue GY1 3DA St. Peter Port, Guernsey Truckstar Holding B.V. B.V. 20001908 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Trust Maatschappij ING B.V. 20000024 100.00 Prinses Irenestraat 61 1077 WV Amsterdam Bank B.V. Tucker Roberts Tierney & Ltd. 50.00 334 Churchill Avenue North ON K1Z 5B9 ttawa Wilson Limited Tucupido B.V. B.V. 20001154 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Tudor Registrars Limited Ltd. 50001093 100.00 Bourne House, 34 Beckenham BR3 4TU Beckenham Road Tunnel onder de Noord B.V. B.V. 20000457 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost U. Ringsma Beheer B.V. B.V. 20001632 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost U.B.C. (Union de Banques S.Z.A 20002110 26.59 Kinshasa Congolaises). s.z.a.r.l. UC Mortgage Corporation Inc. 50000384 100.00 909 Locust Street IA 50309 Des Moines Uiterwijk Winkel B.V. 10001331 100.00 Hoofdstraat 112 7901 JV Hoogeveen Verzekeringen B.V. ULG Federated Berhad 50001034 100.00 601, Block D, Phileo 46350 Petaling Jaya International Management Damansara 1, No. 9, Jalan Sd. Bhd. 16/11, Off Jalan Damansara Unilarse S.A. 20001683 100.00 Union Investment Company Ltd. 50000357 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Pty Ltd United Life & Annuity Inc. 50000219 100.00 909 Locust Street IA 50309 Des Moines Insurance Company United Variable Inc. 50000307 100.00 1475 Dunwoody Drive PA 19380 West Chester Services inc. Unitres Beheer B.V. B.V. 20002015 100.00 Bijlmerplein 888 1102 MG Amsterdam Unitres Holding B.V. B.V. 20001800 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost USG Annuity & Life Company 50000218 100.00 909 Locust Street IA 50309 Des Moines UTA Finanz und GmbH 20001146 70.00 Mainparkstrasse 2-4 D-63801 Kleinostheim Leasing GmbH Utrechtse Financierings N.V. 20001935 100.00 Mr. Treublaan 7 1097 DP Amsterdam Bank N.V. Utrechtse Hypotheekbank N.V. 20001922 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Utrechtse B.V. 20000609 25.00 Utrecht Participatiemaatschappij B.V. Utrechtse Poort B.V. B.V. 20001978 100.00 Mr Treublaan 7 1097 DP Amsterdam V.O.F. Winkelcentrum Markt V.O.F. 20000763 50.00 Drachten Noorderpromenade Drachten V.R. & V.C. Holding B.V. B.V. 10001352 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Vaderlandsche N.V. 20001921 100.00 Mr. Treublaan 7 1097 DP Amsterdam Hypotheekbank N.V. Valeron B.V. B.V. 20001641 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Valis B.V. B.V. 50000576 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Valpacos B.V. B.V. 20001666 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Van den Brink & Schuiteman B.V. 10001280 100.00 Dorpstraat 113 3881 BC Putten Assurantien B.V. Van den Heuvel Beheer B.V. B.V. 20001640 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Van der Ham Rhijngouw B.V. 10001295 100.00 Kerkweg-Oost 151D 2741 HC Waddinxveen Assurantien B.V. Van der Hoek B.V. 10001314 100.00 Torenstraat 77 3281 XN Numansdorp Adviesgroep B.V. Van Deursen & De Jong B.V. 10001284 100.00 Nieuwe Markt 67C 4701 AD Roosendaal Assurantien B.V. Van Duin & Molenaar B.V. 10001285 100.00 Noorderstraat 46 1621HV Hoorn Assurantien B.V. Van Loon Beheer B.V. B.V. 20001542 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Van Maaren Beheer B.V. B.V. 50000569 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Van Meulen B.V. 10001308 100.00 Deventerstraat 35 7311 LT Apeldoorn Assurantien B.V. Van Rensch Groep B.V. B.V. 10001313 100.00 Hoofdstraat 19 5961 EX Horst Van Thuringen B.V. B.V. 50000793 100.00 Karspeldreef 14 1101 CK Amsterdam Van Zwamen Holding B.V. B.V. 20001606 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Vastgoed De Appelaar B.V. B.V. 40000199 100.00 Schenkkade 65 2595 AS Den Haag Vastgoed De Appelaar B.V. 40000201 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. Vastgoed De Brink B.V. B.V. 40000200 100.00 Schenkkade 65 2509 AS Den Haag Vastgoed De Brink B.V. 20001822 100.00 Schenkkade 65 2509 AS Den Haag Holding B.V. Vastgoed IJburg B.V. B.V. 40000260 100.00 Schenkkade 65 2595 AS Den Haag - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Tripolis Vastgoed B.V. Netherlands No No No Real Estate Management ING Vastgoed Belegging B.V. Tripudio B.V. Netherlands No No No Investment Company ING Bank N.V. Trituris B.V. Netherlands No No No Cash Company ING Prena B.V. Truchot Limited United Kingdom No No No Management Company Baring Trustees (general) (Guernsey) Limited Truckstar Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Trust Maatschappij ING Netherlands No No No Trust Company ING Trust B.V. Bank B.V. Tucker Roberts Tierney & Canada Insurance broker Equisure Insurance Wilson Limited Services Ltd. Tucupido B.V. Netherlands No No No Cash Company ING Prena B.V. Tudor Registrars Limited United Kingdom No No No Real Estate: General Ravensbourne Registration Services Limited Tunnel onder de Noord B.V. Netherlands No No No Management Company ING Bank N.V. (general) U. Ringsma Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. U.B.C. (Union de Banques Congo No No No Service Company Bank Brussel Congolaises). s.z.a.r.l. Lambert N.V. UC Mortgage Corporation United States No No No Mortgage Bank ING America Insurance of America Holdings, Inc. Uiterwijk Winkel Netherlands No No No Insurance Agency Belhaska XI B.V. Verzekeringen B.V. ULG Federated Malaysia No No No Dormant Company Daya Aetna (Malaysia) International Management Sdn. Bhd. Sd. Bhd. Unilarse Uruguay No No No Equity Management Middenbank Curacao N.V Union Investment Company Australia No No No Management Company ING Life Limited Pty Ltd (general) United Life & Annuity United States No No No Life Insurance ING America Insurance Insurance Company of America Holdings, Inc. United Variable United States Yes No No Brokerage United Life & Annuity Services inc. of America Insurance Company Unitres Beheer B.V. Netherlands No No No Investment Company Unitres Holding B.V. Unitres Holding B.V. Netherlands No No No Cash Company ING Prena B.V. USG Annuity & Life Company United States No No No Life Insurance Equitable Life of America Insurance Company of Iowa UTA Finanz und Germany No No No Lease ING Lease Holding Leasing GmbH (Deutschland) GmbH Utrechtse Financierings Netherlands No No No Real Estate Management Westland/Utrecht Bank N.V. Hypotheekbank N.V. Utrechtse Hypotheekbank Netherlands No No No Mortgage Bank Westland/Utrecht N.V. Hypotheekbank N.V. Utrechtse Netherlands No No No Venture Capital CenE Bankiers N.V. Participatiemaatschappij B.V. Utrechtse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. V.O.F. Winkelcentrum Markt Netherlands No No No Operation Company ING Vastgoed Noorderpromenade Drachten (general) Ontwikkeling B.V. V.R. & V.C. Holding B.V. Netherlands No No No Insurance Agency B.V. Algemene Beleggingsmaatschappij Reigerdaal Vaderlandsche Netherlands No No No Mortgage Bank Westlandsche Hypotheekbank N.V. Hypotheek N.V. Valeron B.V. Netherlands No No No Cash Company ING Prena B.V. Valis B.V. Netherlands No No No Cash Company ING Prena B.V. Valpacos B.V. Netherlands No No No Cash Company ING Prena B.V. Van den Brink & Schuiteman Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Van den Heuvel Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Van der Ham Rhijngouw Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Van der Hoek Netherlands No No No Insurance Agency Belhaska XI B.V. Adviesgroep B.V. Van Deursen & De Jong Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Van Duin & Molenaar Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Van Loon Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Van Maaren Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Van Meulen Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Van Rensch Groep B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Van Thuringen B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Van Zwamen Holding B.V. Netherlands No No No Cash Company ING Prena B.V. Vastgoed De Appelaar B.V. Netherlands No No No Real Estate Development Vastgoed De Appelaar Holding B.V. Vastgoed De Appelaar Netherlands No No No Real Estate Development ING Vastgoed Holding B.V. Ontwikkeling B.V. Vastgoed De Brink B.V. Netherlands No No No Real Estate Development ING Vastgoed Ontwikkeling B.V. Vastgoed De Brink Netherlands No No No Real Estate Financing ING Vastgoed Holding B.V. Ontwikkeling B.V. Vastgoed IJburg B.V. Netherlands No No No Real Estate Soil MBO Pleintoren Holding B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Tripolis Vastgoed B.V. 100.00 Tripudio B.V. 100.00 Trituris B.V. 100.00 Truchot Limited 50.00 Guernsey 50.00 International Fund Managers Limited Truckstar Holding B.V. 100.00 Trust Maatschappij ING 100.00 Bank B.V. Tucker Roberts Tierney & 50.00 Wilson Limited Tucupido B.V. 100.00 Tudor Registrars Limited 100.00 Tunnel onder de Noord B.V. 100.00 U. Ringsma Beheer B.V. 100.00 U.B.C. (Union de Banques 13.81 CEL Data 12.78 Congolaises). s.z.a.r.l. Services s.a. UC Mortgage Corporation 100.00 Uiterwijk Winkel 2.50 Oostermij 97.50 Verzekeringen B.V. B.V. ULG Federated 100.00 International Management Sd. Bhd. Unilarse 100.00 Union Investment Company 100.00 Pty Ltd United Life & Annuity 100.00 Insurance Company United Variable 100.00 Services inc. Unitres Beheer B.V. 100.00 Unitres Holding B.V. 100.00 USG Annuity & Life Company 100.00 UTA Finanz und 70.00 Leasing GmbH Utrechtse Financierings 100.00 Bank N.V. Utrechtse Hypotheekbank 100.00 N.V. Utrechtse 25.00 Participatiemaatschappij B.V. Utrechtse Poort B.V. 100.00 V.O.F. Winkelcentrum Markt 10.00 Muller 40.00 Noorderpromenade Drachten Bouwpartici- patie B.V. V.R. & V.C. Holding B.V. 100.00 Vaderlandsche 100.00 Hypotheekbank N.V. Valeron B.V. 100.00 Valis B.V. 100.00 Valpacos B.V. 100.00 Van den Brink & Schuiteman 2.00 Oostermij 98.00 Assurantien B.V. B.V. Van den Heuvel Beheer B.V. 100.00 Van der Ham Rhijngouw 2.50 Oostermij 97.50 Assurantien B.V. B.V. Van der Hoek 2.50 Oostermij 97.50 Adviesgroep B.V. B.V. Van Deursen & De Jong 6.67 Oostermij 13.30 Assurantien B.V. B.V. Van Duin & Molenaar 0.25 Oostermij 99.75 Assurantien B.V. B.V. Van Loon Beheer B.V. 100.00 Van Maaren Beheer B.V. 100.00 Van Meulen 2.85 Oostermij 97.15 Assurantien B.V. B.V. Van Rensch Groep B.V. 2.85 Oostermij 97.15 B.V. Van Thuringen B.V. 100.00 Van Zwamen Holding B.V. 100.00 Vastgoed De Appelaar B.V. 100.00 Vastgoed De Appelaar 100.00 Holding B.V. Vastgoed De Brink B.V. 100.00 Vastgoed De Brink 100.00 Holding B.V. Vastgoed IJburg B.V. 100.00
52
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Vastgoed Visarenddreef B.V. 40000224 100.00 Schenkkade 65 2595 AS Den Haag B.V. Vastgoed Visarenddreef B.V. 40000092 100.00 Schenkkade 65 2595 AS Den Haag Holding B.V. Vechtse Poort B.V. B.V. 20001979 100.00 Mr Treublaan 7 1097 DP Amsterdam Veenstra & Gepken B.V. 10001332 100.00 Van Schaijkweg 60 7811 KK Emmen Assurantien B.V. Vegano Invest Ltd. Ltd. 20002242 100.00 Jersey Ven Beheer B.V. B.V. 50000075 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Venak Assurantien B.V. B.V. 10001333 100.00 Dr. Jaegerstraat 54 6417 CK Heerlen Vendome s.a. Immobilier. S.A. 20002100 99.95 Avenue Louise ,360 1050 Bruxelles Venture Administration Ltd. 50001094 100.00 74, Brook Street WIY 1YD London Limited Venturi G.W. Thonissen B.V. 50000076 100.00 Drentestraat 24 1083 HK Amsterdam Beheer B.V. Veraz B.V. B.V. 10001334 100.00 Sint Pieterstraat 1 4331 ET Middelburg Verbouw Support B.V. B.V. 10001350 100.00 Europaweg 145 2700 AR Zoetermeer Verenigde Bankbedrijven N.V. 20000039 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost N.V. Vermeulen Raemdonck S.A. S.A. 20002086 80.00 Rue du Commerce 10 1000 Bruxelles Versluis Assurantien B.V. B.V. 10001335 100.00 Goudsesingel 188 3011 KD Rotterdam Verwaltung ABL GmbH 48.54 Immobilienbeteiligungs- gesellschaft mbH Verwaltung Quartier GmbH 48.54 203 GmbH Vestax Capital Inc. 50000407 100.00 1931 Georgetown Road OH 44236 Hudson Corporation, Inc. VESTAX Securities Corp. Inc. 50000733 100.00 1931 Georgetown Road OH 44236 Hudson Via Catarina S.A. 20001427 50.00 Lugar do Espido Via Norte 4471 Maia Codex "Empredimentos 1197 Imobiliarios" SA Vicar B.V. B.V. 20001608 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Vidriales B.V. B.V. 20001674 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Vinca Minor Finance B.V. B.V. 50000961 100.00 Herculesplein 5 3584 AA Utrecht Visa Belgium sc S.C. 20000868 12.50 Chaussee de Charleroi 148 1060 Brussel Visalux Soc. Cooperative S.C. 20002276 34.89 Luxemburg Vitigudino B.V. B.V. 20001228 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Vivene B.V. B.V. 50000077 100.00 Drentestraat 24 1083 HK Amsterdam Vivian Limited Ltd. 20001374 100.00 St. Julians Avenue GY1 3DA St. Peter Port, Guernsey Vlietse Poort B.V. B.V. 20001980 100.00 Mr Treublaan 7 1097 DP Amsterdam VOF Mahler 4 V.O.F. 50000965 33.33 Gustav Mahlerlaan 14 1082 LS Amsterdam VOLA Geldleningen B.V. B.V. 20001517 100.00 James Wattstraat 79 1097 DL Amsterdam Volmachtbedrijf ING B.V. 20000733 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Bank B.V. Vorola Holding B.V. B.V. 50000577 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost VTX Agency of Inc. 50000898 100.00 1931 Georgetown Road OH 44236 Hudson California, Inc. VTX Agency of Inc. 50000897 100.00 1931 Georgetown Road OH 44236 Hudson Massachusetts, Inc. VTX Agency of Inc. 50000409 100.00 1931 Georgetown Road OH 44236 Hudson Michigan, Inc. VTX Agency of Oregon, Inc. Inc. 50000732 100.00 1931 Georgetown Road OH 44236 Hudson VTX Agency of Texas, Inc. Inc. 50000408 100.00 1931 Georgetown Road OH 44236 Hudson VTX Agency, Inc. Inc. 50000406 100.00 1931 Georgetown Road OH 44236 Hudson W. Melkman & Zonen B.V. 10001321 100.00 J.J. Viottastraat 38 1071 JS Amsterdam Assurantien B.V. W. Muller Assurantien B.V. B.V. 10001365 100.00 Beverwijk W.E.I.V. Immobilien GmbH KG 50000500 23.30 Bockenheimer Landstrasse 60323 Frankfurt am Main & Co. Projekte 10 Pankow/Weissensee KG W.M. Timmermans B.V. 10001330 100.00 Heijendaalseweg 44A 6524 SN Nijmegen Assurantien B.V. W.N. van Twist B.V. 20001173 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Holding B.V. W.U.H. Finanz A.G. A.G. 20001939 100.00 Oberageri Wabemij B.V. B.V. 20001779 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Wadden Poort B.V. B.V. 50000126 100.00 Mr Treublaan 7 1097 DP Amsterdam Wago Beheer B.V. B.V. 50000521 100.00 Vuren Warsaw I B.V. B.V. 40000247 100.00 Schenkkade 65 2595 AS Den Haag Warsaw II B.V. B.V. 40000125 100.00 Schenkkade 65 2595 AS Den Haag - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Vastgoed Visarenddreef Netherlands No No No Real Estate Buildings ING Vastgoed B.V. Watertorens II B.V. Vastgoed Visarenddreef Netherlands No No No Finance Company MBO Dommelstaete Holding B.V. Holding B.V. Vechtse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Veenstra & Gepken Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. Vegano Invest Ltd. United Kingdom No No No Financial Services Banque Bruxelles Lambert Suisse s.a. Ven Beheer B.V. Netherlands No No No Cash Company ING Prena B.V. Venak Assurantien B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Vendome s.a. Immobilier. Belgium No No No Central purchasing Bank Brussel Lambert N.V. Venture Administration United Kingdom No No No Miscellaneous Baring Private Equity Limited Partners Limited Venturi G.W. Thonissen Netherlands No No No Cash Company Trust Maatschappij Beheer B.V. ING Bank B.V. Veraz B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Verbouw Support B.V. Netherlands No No No Investment Adviser B.V. Algemene Beleggingsmaatschappij Reigerdaal Verenigde Bankbedrijven Netherlands No No No Equity Management ING Bank N.V. N.V. Vermeulen Raemdonck S.A. Belgium Yes No No Stockbrokerage Bank Brussel Lambert N.V. Versluis Assurantien B.V. Netherlands No No No Insurance Agency Belhaska XI B.V. Verwaltung ABL Germany No No No Real Estate Management Industrie-Beteiligungs- Immobilienbeteiligungs- Gesellschaft mbH gesellschaft mbH Verwaltung Quartier Germany No No No Real Estate Management BHF Immobilien-GmbH 203 GmbH Vestax Capital United States No No No Insurance Agency ING Advisors Corporation, Inc. of America Network, Inc. VESTAX Securities Corp. United States Yes No Yes Stock Broker Vestax Capital of America Corporation, Inc. Via Catarina Portugal No No No Real Estate Management MBO Via Catarina B.V. "Empredimentos Imobiliarios" SA Vicar B.V. Netherlands No No No Cash Company ING Prena B.V. Vidriales B.V. Netherlands No No No Cash Company ING Prena B.V. Vinca Minor Finance B.V. Netherlands No No No Miscellaneous Algemene Beleggingsmaatschappij CenE Bankiers B.V. Visa Belgium sc Belgium No No No Creditcard Company Bank Brussel Lambert N.V. Visalux Soc. Cooperative Luxemburg No No No Financial Services CEL Data Services s.a. Vitigudino B.V. Netherlands No No No Investment Company Tuvor B.V. Vivene B.V. Netherlands No No No Cash Company Trust Maatschappij ING Bank B.V. Vivian Limited United Kingdom No No No Management Company Baring Trustees (general) (Guernsey) Limited Vlietse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. VOF Mahler 4 Netherlands No No No Real Estate Development ING Vastgoed Mahler 4 B.V. VOLA Geldleningen B.V. Netherlands No No No Finance Company B.V. Financieringsmaat- schappij VOLA Volmachtbedrijf ING Netherlands No No No Insurance Agency Assurantiebedrijf ING Bank B.V. Bank N.V. Vorola Holding B.V. Netherlands No No No Cash Company ING Prena B.V. VTX Agency of United States No No No Insurance Agency VTX Agency, Inc. California, Inc. of America VTX Agency of United States No No No Insurance Agency VTX Agency, Inc. Massachusetts, Inc. of America VTX Agency of United States No No No Insurance Agency VTX Agency, Inc. Michigan, Inc. of America VTX Agency of Oregon, Inc. United States No No No Insurance Agency VTX Agency, Inc. of America VTX Agency of Texas, Inc. United States No No No Insurance Agency VTX Agency, Inc. of America VTX Agency, Inc. United States No No No Insurance Agency Vestax Capital of America Corporation, Inc. W. Melkman & Zonen Netherlands No No No Insurance Agency Oostermij B.V. Assurantien B.V. W. Muller Assurantien B.V. Netherlands No No No Teer Holding B.V. W.E.I.V. Immobilien GmbH Germany No No No Real Estate: General BHF Immobilien-GmbH & Co. Projekte Pankow/Weissensee KG W.M. Timmermans Netherlands No No No Insurance Agency Belhaska XI B.V. Assurantien B.V. W.N. van Twist Netherlands No No No Cash Company ING Prena B.V. Holding B.V. W.U.H. Finanz A.G. Switzerland No No No Real Estate Management Westland/Utrecht Hypotheekbank N.V. Wabemij B.V. Netherlands No No No Cash Company ING Prena B.V. Wadden Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Wago Beheer B.V. Belgium No No No Cash Company Croesus Management BVBA Warsaw I B.V. Netherlands No No No Holding ING Real Estate International Development B.V. Warsaw II B.V. Netherlands No No No Holding ING Real Estate International Development B.V. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Vastgoed Visarenddreef 100.00 B.V. Vastgoed Visarenddreef 100.00 Holding B.V. Vechtse Poort B.V. 100.00 Veenstra & Gepken 5.00 Oostermij 95.00 Assurantien B.V. B.V. Vegano Invest Ltd. 100.00 Ven Beheer B.V. 100.00 Venak Assurantien B.V. 0.05 Oostermij 99.05 B.V. Vendome s.a. Immobilier. 99.95 Venture Administration 100.00 Limited Venturi G.W. Thonissen 100.00 Beheer B.V. Veraz B.V. 4.00 Oostermij 96.00 B.V. Verbouw Support B.V. 100.00 Verenigde Bankbedrijven 100.00 N.V. Vermeulen Raemdonck S.A. 80.00 Versluis Assurantien B.V. 2.00 Oostermij 98.00 B.V. Verwaltung ABL 48.54 Immobilienbeteiligungs- gesellschaft mbH Verwaltung Quartier 48.54 203 GmbH Vestax Capital 100.00 Corporation, Inc. VESTAX Securities Corp. 100.00 Via Catarina 50.00 "Empredimentos Imobiliarios" SA Vicar B.V. 100.00 Vidriales B.V. 100.00 Vinca Minor Finance B.V. 100.00 Visa Belgium sc 11.93 ING Bank 0.57 (Belgium) N.V./S.A. Visalux Soc. Cooperative 34.89 Vitigudino B.V. 100.00 Vivene B.V. 100.00 Vivian Limited 50.00 Guernsey 50.00 International Fund Managers Limited Vlietse Poort B.V. 100.00 VOF Mahler 4 33.33 VOLA Geldleningen B.V. 100.00 Volmachtbedrijf ING 100.00 Bank B.V. Vorola Holding B.V. 100.00 VTX Agency of 100.00 California, Inc. VTX Agency of 100.00 Massachusetts, Inc. VTX Agency of 100.00 Michigan, Inc. VTX Agency of Oregon, Inc. 100.00 VTX Agency of Texas, Inc. 100.00 VTX Agency, Inc. 100.00 W. Melkman & Zonen 100.00 Assurantien B.V. W. Muller Assurantien B.V. 100.00 W.E.I.V. Immobilien GmbH 23.30 & Co. Projekte Pankow/Weissensee KG W.M. Timmermans 100.00 Assurantien B.V. W.N. van Twist 100.00 Holding B.V. W.U.H. Finanz A.G. 100.00 Wabemij B.V. 100.00 Wadden Poort B.V. 100.00 Wago Beheer B.V. 100.00 Warsaw I B.V. 100.00 Warsaw II B.V. 100.00
53
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Warsaw III B.V. B.V. 40000101 100.00 Schenkkade 65 2595 AS Den Haag Washington Square Inc. 50000376 100.00 111 Washington Avenue MN 55401 Minneapolis Insurance Agency (New South Mexico), Inc. Washington Square Inc. 50000375 90.00 111 Washington Avenue MN 55401 Minneapolis Insurance Agency (Ohio), South Inc. Washington Square Inc. 50000881 100.00 111 Washington Avenue MN 55401-1900 Minneapolis Insurance Agency, Inc. South (of Massachusets) Washington Square Inc. 50000880 100.00 111 Washington Avenue MN 55401-1900 Minneapolis Insurance Agency, Inc. South (of Texas) Washington Square Inc. 50000220 100.00 The Royal Bank Building, 00901 Old San Juan, Insurance Agency, Inc. 225 Ponce de Leon Avenue, Puerto Rico (Puerto Rico) Suite 502 Washington Square Inc. 50000222 100.00 111 Washington Avenue MN 55401-1900 Minneapolis Securities, Inc. South Wellington Insurance ? 10001407 100.00 181 University Avenue, 9th M5H 3M7 Toronto Company floor Wellington Warranty Inc. 100.00 181 University Avenue, 9th M5H 3M7 Toronto Company, Inc. floor Welstand B.V. B.V. 20000741 100.00 James Wattstraat 79 1079 DL Amsterdam Welvaert Financieringen N.V. 20000673 100.00 James Wattstraat 79 1079 DL Amsterdam N.V. Westdeutsche GmbH 9.71 Industrieinstandhaltungs- Verwaltungsgesellschaft mbH Westermij B.V. B.V. 10000640 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Western Union ? 10001403 100.00 1300 321-6 Avenue SW T2P 4W7 Calgary Insurance Company Western United Benefit Ltd. 50000901 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Planners Pty Ltd Western United Insurance Ltd. 50000905 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Brokers (Aust) Pty Ltd Western United Insurance Ltd. 50000904 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Brokers (W.A.) Pty Ltd Western United Insurance Ltd. 50000906 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Brokers Pty Ltd Westland Utrecht B.V. 50000707 100.00 Mr Treublaan 7 1097 DP Amsterdam Bewaarbedrijf I B.V. Westland/Utrecht B.V. 20002374 100.00 Mr. Treublaan 7 1097 DP Amsterdam Advies B.V. Westland/Utrecht B.V. 20001982 100.00 Mr Treublaan 7 1097 DP Amsterdam Bouwonderneming WUBO VI B.V. Westland/Utrecht B.V. 20001981 100.00 Mr Treublaan 7 1097 DP Amsterdam Bouwonderonderneming WUBO IV B.V. Westland/Utrecht N.V. 20001801 100.00 Mr. Treublaan 7 1097 DP Amsterdam Hypotheekbank N.V. Westland/Utrecht N.V. 10000521 100.00 Desguinlei 92 2018 Antwerpen Hypotheekmaatschappij N.V. Westland/Utrecht N.V. 20001932 100.00 Mr. Treublaan 7 1097DP Amsterdam Leasing B.V. Westland/Utrecht N.V. 20001936 100.00 Mr. Treublaan 7 1097 DP Amsterdam Verzekeringen B.V. Westlandsche Hypotheek N.V. 20001915 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Westment II B.V. B.V. 20001129 100.00 Den Bosch Westward Capital II B.V. B.V. 20001505 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost Wiese Aetna Compania S.A. 33.70 de Seguros S.A. Wijkertunnel Beheer I B.V. B.V. 10000612 100.00 Schenkkade 65 2595 AS Den Haag Wijkertunnel Beheer II B.V. 20000753 100.00 Bijlmerplein 888 1102 MG Amsterdam Zuidoost B.V. Wijkertunnel Beheer II B.V. 20000769 100.00 Bijlmerplein 888 1102 MG Amsterdam Management B.V. Wijnegem N.V. 10000709 50.03 Wijnegem Ontwikkelingsmaatschappij N.V. Wilderness Associates Ass. 10001456 100.00 Denver (Co.) Wilfried Euler KG 48.54 Beteiligungsgesellschaft mbH & Co. Objekt Tempelhofer D Wilge Poort B.V. B.V. 20001992 100.00 Mr Treublaan 7 1097 DP Amsterdam Wilhelminahof MBO B.V. B.V. 40000124 100.00 Schenkkade 65 2595 AS Den Haag Willbro Financial Ltd. 20002243 100.00 6 Broadgate EC2M 2RP London Services Ltd. Willbro Nominees Ltd. Ltd. 20002244 100.00 6 Broadgate EC2M 2RP London Williams Chaplin Ltd. 20002208 100.00 6 Broadgate EC2M 2RP Londen Service Cy Ltd. Williams de Broe Ltd. 20002209 100.00 6 Broadgate EC2M 2RP Londen Administration Ltd. Williams de Broe Ltd. 20002245 100.00 6 Broadgate EC2M 2RP London Futures Ltd. Williams de Broe Ltd. 20002087 77.46 6 Broadgate EC2M 2RP London Holdings Ltd. Williams de Broe Ltd. 20002246 100.00 6 Broadgate EC2M 2RP London International Ltd. Williams de Broe Ltd. 20002247 100.00 6 Broadgate EC2M 2RP Londen Investment Management Ltd. Williams de Broe Link Ltd. 20002248 100.00 6 Broadgate EC2M 2RP Londen Nominees (No 1) Ltd. Williams de Broe Link Ltd. 20002249 100.00 6 Broadgate EC2M 2RP London Nominees (No 2) Ltd. Williams de Broe Ltd. 20002210 100.00 6 Broadgate EC2M 2RP Londen Overseas Ltd. Williams de Broe Plc. Plc. 20002212 100.00 6 Broadgate EC2M 2RP Londen - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Warsaw III B.V. Netherlands No No No Real Estate Development ING Real Estate (MQE) N.V. Washington Square United States No No No Insurance broker Washington Square Insurance Agency (New of America Securities, Inc. Mexico), Inc. Washington Square United States No No No Insurance broker Washington Square Insurance Agency (Ohio), of America Securities, Inc. Inc. Washington Square United States No No No Insurance Agency Washington Square Insurance Agency, Inc. of America Securities, Inc. (of Massachusets) Washington Square United States No No No Insurance Agency Washington Square Insurance Agency, Inc. of America Securities, Inc. (of Texas) Washington Square United States No No No Insurance Agency Washington Square Insurance Agency, Inc. of America Securities, Inc. (Puerto Rico) Washington Square United States Yes No Yes Broker ReliaStar Financial Securities, Inc. of America Corp Wellington Insurance Canada No No No Insurance Company ING Canada P&C Inc. Company Wellington Warranty Canada ING Canada P&C Inc. Company, Inc. Welstand B.V. Netherlands No No No Finance Company Welvaert Financieringen nv Welvaert Financieringen Netherlands No No No Finance Company InterAdvies N.V. N.V. Westdeutsche Germany Bfl-Beteiligungsgesell- Industrieinstandhaltungs- schaft fur Verwaltungsgesellschaft Industriewerte mbH mbH Westermij B.V. Netherlands No No No Asset Management Amfas Explotatie Maatschappij B.V. Western Union Canada No No No ING Canada P&C Inc. Insurance Company Western United Benefit Australia No No No Insurance Agency Western United Planners Pty Ltd Insurance Brokers Pty Ltd Western United Insurance Australia No No No Insurance Agency Western United Brokers (Aust) Pty Ltd Insurance Brokers Pty Ltd Western United Insurance Australia No No No Insurance Agency Western United Brokers (W.A.) Pty Ltd Insurance Brokers Pty Ltd Western United Insurance Australia No No No Insurance Agency Austbrokers Holdings Brokers Pty Ltd Ltd. Westland Utrecht Netherlands No No No Custody Westland/Utrecht Bewaarbedrijf I B.V. Hypotheekbank N.V. Westland/Utrecht Netherlands No No No Financial Services Westland Utrecht Advies B.V. Hypotheekbank N.V. Westland/Utrecht Netherlands No No No Real Estate Management Westland/Utrecht Bouwonderneming WUBO VI Leasing B.V. B.V. Westland/Utrecht Netherlands No No No Real Estate Management Westland/Utrecht Bouwonderonderneming Leasing B.V. WUBO IV B.V. Westland/Utrecht Netherlands No No No Mortgage Bank ING Bank N.V. Hypotheekbank N.V. Westland/Utrecht Belgium No No No Mortgage Bank Nationale Omnium N.V. Hypotheekmaatschappij N.V. Westland/Utrecht Netherlands No No No Lease Westland Utrecht Leasing B.V. Hypotheekbank N.V. Westland/Utrecht Netherlands No No No Insurance Agency Westland/Utrecht Verzekeringen B.V. Hypotheekbank N.V. Westlandsche Hypotheek Netherlands No No No General Bank Westland/Utrecht N.V. Hypotheekbank N.V. Westment II B.V. Netherlands No No No Real Estate Management Gothia Estate II B.V. Westward Capital II B.V. Netherlands No No No Investment Company Trust Maatschappij ING Bank B.V. Wiese Aetna Compania Peru Aetna S.A. de Seguros S.A. Wijkertunnel Beheer I B.V. Netherlands No No No Investment Management Nationale Nederlanden Interfinance B.V. Wijkertunnel Beheer II Netherlands No No No Management Company MKB Vliehors II B.V. B.V. (general) Wijkertunnel Beheer II Netherlands No No No Management Company Wijkertunnel Management B.V. (general) Beheer II B.V. Wijnegem Belgium No No No Real Estate Development Nationale Nederlanden Ontwikkelingsmaatschappij Interfinance B.V. N.V. Wilderness Associates United States No No No Security Life of Denver of America Insurance Company Wilfried Euler Germany BHF Immobilien-GmbH Beteiligungsgesellschaft mbH & Co. Objekt Tempelhofer D Wilge Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Wilhelminahof MBO B.V. Netherlands No No No Holding ING Vastgoed Ontwikkeling B.V. Willbro Financial United Kingdom No No No Financial Services Williams de Broe Services Ltd. Holdings Ltd. Willbro Nominees Ltd. United Kingdom No No No Financial Services Williams de Broe Plc. Williams Chaplin United Kingdom No No No Financial Services Williams de Broe Service Cy Ltd. Holdings Ltd. Williams de Broe United Kingdom No No No Financial Services Williams de Broe Administration Ltd. Holdings Ltd. Williams de Broe United Kingdom No No No Financial Services Williams de Broe Futures Ltd. Holdings Ltd. Williams de Broe United Kingdom No No No Service Company Banque Bruxelles Holdings Ltd. Lambert France s.a. Williams de Broe United Kingdom No No No Financial Services Williams de Broe International Ltd. Holdings Ltd. Williams de Broe United Kingdom No No No Financial Services Williams de Broe Plc. Investment Management Ltd. Williams de Broe Link United Kingdom No No No Financial Services Williams de Broe Nominees (No 1) Ltd. Holdings Ltd. Williams de Broe Link United Kingdom No No No Financial Services Williams de Broe Nominees (No 2) Ltd. Holdings Ltd. Williams de Broe United Kingdom No No No Financial Services Williams de Broe Overseas Ltd. Holdings Ltd. Williams de Broe Plc. United Kingdom No No No Financial Services Williams de Broe Holdings Ltd. - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Warsaw III B.V. 100.00 Washington Square 100.00 Insurance Agency (New Mexico), Inc. Washington Square 90.00 Insurance Agency (Ohio), Inc. Washington Square 100.00 Insurance Agency, Inc. (of Massachusets) Washington Square 100.00 Insurance Agency, Inc. (of Texas) Washington Square 100.00 Insurance Agency, Inc. (Puerto Rico) Washington Square 100.00 Securities, Inc. Wellington Insurance 100.00 Company Wellington Warranty 100.00 Company, Inc. Welstand B.V. 100.00 Welvaert Financieringen 100.00 N.V. Westdeutsche 9.71 Industrieinstandhaltungs- Verwaltungsgesellschaft mbH Westermij B.V. 100.00 Western Union 100.00 Insurance Company Western United Benefit 100.00 Planners Pty Ltd Western United Insurance 100.00 Brokers (Aust) Pty Ltd Western United Insurance 100.00 Brokers (W.A.) Pty Ltd Western United Insurance 99.00 Edson 1.00 Brokers Pty Ltd Holdings Pty Ltd Westland Utrecht 100.00 Bewaarbedrijf I B.V. Westland/Utrecht 100.00 Advies B.V. Westland/Utrecht 100.00 Bouwonderneming WUBO VI B.V. Westland/Utrecht 100.00 Bouwonderonderneming WUBO IV B.V. Westland/Utrecht 100.00 Hypotheekbank N.V. Westland/Utrecht 2.78 De 97.22 Hypotheekmaatschappij N.V. Vaderlandsche N.V. Westland/Utrecht 100.00 Leasing B.V. Westland/Utrecht 100.00 Verzekeringen B.V. Westlandsche Hypotheek 100.00 N.V. Westment II B.V. 100.00 Westward Capital II B.V. 100.00 Wiese Aetna Compania 33.70 de Seguros S.A. Wijkertunnel Beheer I B.V. 100.00 Wijkertunnel Beheer II 100.00 B.V. Wijkertunnel Beheer II 100.00 Management B.V. Wijnegem 17.70 N.V. Square 32.33 Ontwikkelingsmaatschappij Montgomery N.V. Wilderness Associates 100.00 Wilfried Euler 48.54 Beteiligungsgesellschaft mbH & Co. Objekt Tempelhofer D Wilge Poort B.V. 100.00 Wilhelminahof MBO B.V. 100.00 Willbro Financial 100.00 Services Ltd. Willbro Nominees Ltd. 100.00 Williams Chaplin 100.00 Service Cy Ltd. Williams de Broe 100.00 Administration Ltd. Williams de Broe 100.00 Futures Ltd. Williams de Broe 10.00 Banque 5.66 Bank Brussel 61.80 Holdings Ltd. Bruxelles Lambert Lambert Suisse S.A. Williams de Broe 100.00 International Ltd. Williams de Broe 100.00 Investment Management Ltd. Williams de Broe Link 100.00 Nominees (No 1) Ltd. Williams de Broe Link 100.00 Nominees (No 2) Ltd. Williams de Broe 100.00 Overseas Ltd. Williams de Broe Plc. 100.00
54
- ------------------------------------------------------------------------------------------------------------------------------------ Legal Total Company name Form ing code Owned % Board Y/N Address Postal Code City - ------------------------------------------------------------------------------------------------------------------------------------ Williams de Broe Ltd. 20002101 100.00 6 Broadgate EC2M 2RP London Securities Ltd. WINGVest III B.V. B.V. 20002001 100.00 Drentestraat 24 1083 HK Amsterdam WINGVest IV - 99 B.V. B.V. 20002222 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam WINGVest V B.V. B.V. 20000148 100.00 Strawinskylaan 2631 1077 ZZ Amsterdam Winkelfonds Nederland B.V. 40000258 100.00 Schenkkade 65 2595 AS Den Haag Holding Projectvennootschappen B.V. Winschoter Poort B.V. B.V. 50000127 100.00 Mr. Treublaan 7 1097 DP Amsterdam Woonboulevard III B.V. B.V. 40000097 100.00 Schenkkade 65 2595 AS Den Haag World Value Fund (BAM Yes 13 Rue Goethe L-1637 Luxemburg Managed Investment Fund) WUIB Pty Ltd Ltd. 50000903 100.00 Level 13, 347 Kent Street NSW 2000 Sydney Yealme Securities Limited Ltd. 20001294 100.00 60 London Wall EC2m 5TQ London Yvop Floorbrokers B.V. B.V. 20000827 100.00 Amsterdam Zamenterp B.V. B.V. 20001183 50.00 Runnenburg 30 3980 AZ Bunnik Zeeuwsche Hypotheekbank N.V. 20001918 100.00 Mr. Treublaan 7 1097 DP Amsterdam N.V. Zeeuwse Poort B.V. B.V. 20001983 100.00 Mr. Treublaan 7 1097 DP Amsterdam Zermatt N.V. N.V. 20000874 100.00 Kaya W.F.G. Mensing 40 Willemstad Curacao Zil 2001 B.V. B.V. 50000847 100.00 Karspeldreef 14 1101 CK Amsterdam ZIL '97 B.V. B.V. 20001814 100.00 Karspeldreef 14 1101 CK Amsterdam Zil '98 B.V. B.V. 20002373 100.00 Karspeldreef 14 1101 CK Amsterdam Zuckerraffinerie GmbH 50000511 10.22 Bockenheimer Landstrasse 60323 Frankfurt am Main Tangermunde Fr. Meyers 10 Sohn GmbH Zugut B.V. B.V. 20001937 100.00 Mr. Treublaan 7 1097 DP Amsterdam Zuid Nederlandsche N.V. 20001930 100.00 Mr. Treublaan 7 1097 DP Amsterdam Hypotheekbank N.V. Zuid-Hollandsche N.V. 20001916 100.00 Mr. Treublaan 7 1097 DP Amsterdam Hypotheekbank N.V. Zutphense Poort B.V. B.V. 50000128 100.00 Mr. Treublaan 7 1097 DP Amsterdam Zweite Industrie- GmbH 97.09 Beteiligungs-Gesellschaft mbH Zweite Muggelpark GmbH & KG 50000501 24.27 Bockenheimer Landstrasse 60323 Frankfurt am Main Co. KG 10 - ------------------------------------------------------------------------------------------------------------------------------------ Broker/ Market Investment Company name Country dealer? Maker? Advisory? Activity Parent 1 - ------------------------------------------------------------------------------------------------------------------------------------ Williams de Broe United Kingdom Yes No No Stockbrokerage Bank Brussel Securities Ltd. Lambert N.V. WINGVest III B.V. Netherlands No No No Investment Company ING Bank N.V. WINGVest IV - 99 B.V. Netherlands No No No Investment Company ING Bank N.V. WINGVest V B.V. Netherlands No No No Investment Company ING Bank N.V. Winkelfonds Nederland Netherlands No No No Holding ING Dutch Retail Holding Fund N.V. Projectvennootschappen B.V. Winschoter Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Woonboulevard III B.V. Netherlands No No No Real Estate Development Winkelfonds Nederland Holding Projectvennootschappen B.V. World Value Fund (BAM Luxemburg No No No Investment Fund ? Managed Investment Fund) WUIB Pty Ltd Australia No No No Insurance Agency Western United Insurance Brokers Pty Ltd Yealme Securities Limited United Kingdom No No No Equity Management Baring Brothers Limited Yvop Floorbrokers B.V. Netherlands Yes Yes No Floorbroker Extra Clearing B.V. Zamenterp B.V. Netherlands No No No Financial Services NMB Heller N.V. Zeeuwsche Hypotheekbank Netherlands No No No Hypotheek/Mortgage bank Westlandsche N.V. Hypotheek N.V. Zeeuwse Poort B.V. Netherlands No No No Real Estate Management Westland/Utrecht Leasing B.V. Zermatt N.V. Netherlands No No No Investment Company Middenbank Curacao N.V. Antilles Zil 2001 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. ZIL '97 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Zil '98 B.V. Netherlands No No No Lease ING Lease (Nederland) B.V. Zuckerraffinerie Germany No No No Real Estate Management BHF-BANK AG Tangermunde Fr. Meyers Sohn GmbH Zugut B.V. Netherlands No No No Real Estate Management Westland Utrecht Hypotheekbank N.V. Zuid Nederlandsche Netherlands No No No Hypotheek/Mortgage bank Utrechtse Hypotheekbank N.V. Hypotheekbank N.V. Zuid-Hollandsche Netherlands No No No Hypotheek/Mortgage bank Westlandsche Hypotheekbank N.V. Hypotheek N.V. Zutphense Poort B.V. Netherlands No No No Real Estate Exploitation Westland/Utrecht Leasing B.V. Zweite Industrie- Germany No No No Industrie-Beteiligungs- Beteiligungs-Gesellschaft Gesellschaft mbH mbH Zweite Muggelpark GmbH & Germany No No No Real Estate Management Frankfurt Grundbesitz Co. KG GmbH - ------------------------------------------------------------------------------------------------------------------------------------ % % % % % Company name owned Parent 2 owned Parent 3 owned Parent 4 owned Parent 5 owned - ------------------------------------------------------------------------------------------------------------------------------------ Williams de Broe 100.00 Securities Ltd. WINGVest III B.V. 100.00 WINGVest IV - 99 B.V. 100.00 WINGVest V B.V. 100.00 Winkelfonds Nederland 100.00 Holding Projectvennootschappen B.V. Winschoter Poort B.V. 100.00 Woonboulevard III B.V. 100.00 World Value Fund (BAM - Managed Investment Fund) WUIB Pty Ltd 100.00 Yealme Securities Limited 100.00 Yvop Floorbrokers B.V. 100.00 Zamenterp B.V. 50.00 Zeeuwsche Hypotheekbank 100.00 N.V. Zeeuwse Poort B.V. 100.00 Zermatt N.V. 100.00 Zil 2001 B.V. 100.00 ZIL '97 B.V. 100.00 Zil '98 B.V. 100.00 Zuckerraffinerie 10.22 Tangermunde Fr. Meyers Sohn GmbH Zugut B.V. 100.00 Zuid Nederlandsche 100.00 Hypotheekbank N.V. Zuid-Hollandsche 100.00 Hypotheekbank N.V. Zutphense Poort B.V. 100.00 Zweite Industrie- 97.09 Beteiligungs-Gesellschaft mbH Zweite Muggelpark GmbH & 24.27 Co. KG
1) Company owned by Individual pursuant to State Law. Shareholder Agreement in place 55 -----END PRIVACY-ENHANCED MESSAGE-----