-----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, WSwhUK3k9ujLdbr7eK9P3o8sSPwtPMjufLgKT7Nu9pxIo05UFHzLTkznuARe635U A/1HiVbsyLb9WtCGMvBd2w== 0000837276-02-000301.txt : 20020904 0000837276-02-000301.hdr.sgml : 20020904 20020904164717 ACCESSION NUMBER: 0000837276-02-000301 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020904 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: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-30180 FILM NUMBER: 02756710 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: WESTERN CAPITAL SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19890914 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 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: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05626 FILM NUMBER: 02756711 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: WESTERN CAPITAL SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19890914 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY MANAGERS SEPARATE ACCOUNT B DATE OF NAME CHANGE: 19910529 485APOS 1 n4landmark.txt REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on September 4, 2002 Registration Nos. 333-30180, 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. 7 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 172 [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 [ ] on May 1, 2002 pursuant to paragraph (b) of Rule 485 [X] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (date) pursuant to paragraph (a)(1) of Rule 485 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 - ---------------------------------------------------------------------------- PARTS A AND B The Prospectus, dated May 1, 2002, and the Statement of Additional Information dated May 1, 2002 are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 7 by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 333-30180), as filed on April 30, 2002. One supplement dated Novembert 18, 2002 to the Prospectus is included in Part A of this Post-Effective Amendment No. 7. ING (logo) GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED NOVEMBER 18, 2002 SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 2002 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS ISSUED BY GOLDEN AMERICAN LIFE INSURANCE COMPANY "GOLDENSELECT LANDMARK PROSPECTUS" ----------------------------- GENERAL DESCRIPTION OF THE GET FUND A series of the ING GET Fund (the "GET Fund") may be available during the accumulation phase of the Contract. Golden American Life Insurance Company (the Company, we, our) makes a guarantee, as described below, when you allocate money into a GET Fund series. Each GET Fund series has an offering period of three months which precedes the guarantee period. We will offer the GET Fund shares only during the offering period for a GET Fund series. The GET Fund investment option may not be available in your state. Various series of the GET Fund may be offered from time to time, and additional charges will apply if you elect to invest in one of these series. Please see below for a projected schedule of GET Fund series offerings. ING Investment Management, Inc. serves as investment adviser to the GET Fund. Please read the GET Fund prospectus for a more complete description of the GET Fund, including its charges and expenses. INVESTMENT OBJECTIVE OF THE GET FUND GUARANTEE PERIOD The GET Fund seeks to achieve maximum total return, without compromising a minimum targeted return, by participating in favorable equity market performance during the guarantee period. During the guarantee period, GET Fund assets will be invested in a combination of fixed income and equity securities. OFFERING PERIOD NEW PREMIUM. Generally, during the offering period, all GET Fund assets will be invested in short-term instruments. As an alternative to investing directly into the GET Fund during the offering period, there may be other options available, providing for allocation of new premium instead to the Fixed Account (or fixed interest allocation). If this alternative is available, a fixed rate of return will apply during the offering period. On the last day of the GET Fund offering period, the value of that investment (premium amount, plus accrued interest and less any charges), will be transferred to the GET Fund. REALLOCATIONS AND MATURITY OF GET SERIES. For reallocations to a new GET Fund series, or upon maturity of a prior GET Fund series, all allocations to the GET Fund during the offering period will be in the GET Fund and will be invested in short-term instruments. THE GET FUND GUARANTEE The Company guarantees that the value of an accumulation unit of the GET Fund subaccount under the contract on the maturity date (as valued after the close of business on the maturity date) will not be less than its value as determined after the close of business on the last day of the offering period. If the value on the maturity date is lower than it was on the last day of the offering period, we will transfer funds from our general account to the GET Fund subaccount to make up the difference. This means that if you remain invested in the GET Fund until the maturity date, at the maturity date you will receive no less than the value of your separate account investment directed to the GET Fund as of the last day of the offering period, less any fees and charges, including any charges deducted for earnings multiplier or other optional benefit riders, or any amounts you transfer or withdraw from the GET Fund subaccount. The value of dividends and distributions made by the GET Fund throughout the guarantee period is taken into account in determining whether, for purposes of the guarantee, the value of your GET Fund investment on the maturity date is no less than its value as of the last day of the offering period. The guarantee does not promise that you will earn the fund's minimum targeted return referred to in the investment objective. If you withdraw or transfer funds from the GET Fund before the maturity date, we will process the transactions at the actual unit value next determined after we receive your order. The guarantee will not apply to these amounts or to amounts deducted for fees and charges. MATURITY DATE Before the maturity date, we will send a notice to each contract owner who has amounts in the GET Fund. This notice will remind you that the maturity date is approaching and that you must choose other investment options for your GET Fund amounts. If you do not make a choice, on the maturity date we will transfer your GET Fund amounts to another available series of the GET Fund that is accepting deposits. If no GET Fund series is available, we will transfer your GET Fund amounts to the fund or funds that we designate. The following information supplements the " Fees and Expenses " information contained in the prospectus: MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT In addition to the amounts currently listed under the heading "Separate Account Annual Charges" in the prospectus, we will make a daily deduction of a GET Fund Guarantee Charge, equal on an annual basis to the percentage shown below, from the amounts allocated to the GET Fund investment option: GET FUND GUARANTEE CHARGE (deducted daily during the Guarantee Period) 0.50% MAXIMUM TOTAL SEPARATE ACCOUNT EXPENSES 2.10%/1/ TOTAL WITH GET FUND GUARANTEE CHARGE 2.60% The following information supplements the fund expense tables contained in the prospectus: ING GET FUND ANNUAL EXPENSES (as a percentage of the average daily net assets of the portfolio):
TOTAL FUND TOTAL FUND DISTRIBUTION ANNUAL ANNUAL AND/OR SERVICE EXPENSES EXPENSES INVESTMENT (12B-1) WITHOUT TOTAL WAIVERS AFTER WAIVERS ADVISORY FEES/2/ FEE OTHER WAIVERS OR OR REDUCTIONS OR REDUCTIONS EXPENSES REDUCTIONS --------------- ---------------- --------------- --------------- ---------------- ------------- GET Fund 0.60% 0.25% 0.15% 1.00% 0.00% 1.00%
For more information regarding expenses paid out of assets of the fund, see the GET Fund prospectus. ---------------------- 1 The total separate account expenses that apply to your contract may be lower. Please refer to the "Fee Table" section of your prospectus. 2 The Investment Advisory Fee will be 0.25% during the offering period and 0.60% during the guarantee period. The following information supplements the "Examples" contained in the prospectus: EXAMPLES -- ING GET FUND The following four examples are designed to show you the expenses you would pay on a $1,000 investment that earns 5% annually. Each example assumes election of the Max 7 Enhanced Death Benefit. The examples reflect the deduction of a mortality and expense risk charge, an asset-based administrative charge, and the annual contract administrative charge as an annual charge of 0.04% of assets (based on an average contract value of $85,000). Expenses for the GET Fund also reflect the asset-based GET Fund guarantee charge of 0.50% of assets in the GET Fund. Because a GET Fund series has a five year period to maturity, no GET Fund expenses are shown in the 10 year expense column for the GET Fund. Examples 1 and 2 also assume you elected the earnings multiplier benefit rider with a charge of 0.30% of the contract value annually. In addition, Examples 1 and 2 assume you elected an optional benefit rider with the highest cost, an assumed charge of 0.75% annually, where the rider base is equal to the initial premium and increases by 7% annually, and the rider charge is assessed each quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per year. The assumed annual rider charge of 0.75% results from the assumption of a 7% annual increase in the rider base but only a 5% earnings increase in the contract value before expenses. Thus, 0.75% represents an annual charge over the 10-year period which is equivalent to a charge of 0.125% of rider base per quarter over the same period. Expenses would be somewhat lower for allocations to the Liquid Asset or Limited Maturity bond Portfolios. If another death benefit option is elected instead of the Max 7 Enhanced Death Benefit used in the examples, the actual expenses will be less than those represented in the examples. Note that surrender charges may apply if you choose to annuitize your Contract within the first 5 contract years, and under certain circumstances, within the first 9 contract years. Thus, in the event you annuitize your Contract under circumstances which require a surrender charge, you should refer to Examples 1 and 3 below which assume applicable surrender charges. Example 1: If you surrender your Contract at the end of the applicable time period and elected both the earnings multiplier benefit rider and another optional benefit rider with the highest charge, you would pay the following expenses for each $1,000 invested: ----------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS ----------------------------------------------------------------- ING GET FUND ING GET Fund $107 $181 $236 N/A ----------------------------------------------------------------- Example 2: If you do not surrender your Contract at the end of the applicable time period and elected both the earnings multiplier benefit rider and another optional benefit rider with the highest charge, you would pay the following expenses for each $1,000 invested: ----------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS ----------------------------------------------------------------- ING GET FUND ING GET Fund $47 $141 $236 N/A ----------------------------------------------------------------- Example 3: If you surrender your Contract at the end of the applicable time period and did not elect the earnings multiplier benefit rider or any other optional benefit rider, you would pay the following expenses for each $1,000 invested: --------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS --------------------------------------------------------------- ING GET FUND ING GET Fund $97 $151 $188 N/A --------------------------------------------------------------- Example 4: If you do not surrender your Contract at the end of the applicable time period and did not elect the earnings multiplier benefit rider or any other optional benefit rider, you would pay the following expenses for each $1,000 invested: ---------------------------------------------------------------- 1 YEAR 3 YEARS 5 YEARS 10 YEARS ---------------------------------------------------------------- ING GET FUND ING GET Fund $37 $111 $188 N/A ---------------------------------------------------------------- The following information supplements the "Withdrawals" section of the prospectus: Amounts allocated to the GET Fund will not be included in pro rata withdrawals from the subaccounts in which you are invested. If you want a withdrawal to come from amounts allocated to the GET Fund, you must so specify in your withdrawal request. The following information supplements the "Transfers Among Your Investments" section of the prospectus: The GET Fund may not be included in a dollar cost averaging program. In addition, automatic rebalancing does not affect any amounts that you have allocated to the GET Fund. The following information supplements "Appendix B--Description of Underlying Investment Options" contained in the prospectus: ING GET FUND INVESTMENT OBJECTIVE Seeks to achieve maximum total return without compromising a minimum targeted return (Targeted Return) by participating in favorable equity market performance during the guarantee period. POLICIES Prior to the date on which the guarantee period begins, assets are invested entirely in short-term instruments. After that date, assets are allocated between equities and fixed income securities. Equities consist primarily of common stocks. Fixed income securities consist primarily of short- to intermediate-duration U.S. Government securities and may also consist of mortgage backed securities and corporate obligations. The investment adviser uses a proprietary computer model to determine the percentage of assets to allocate between the fixed and the equity components. As the value of the equity component declines, more assets are allocated to the fixed component. RISKS The principal risks of investing in the GET Fund are those generally attributable to stock and bond investing. The success of the GET Fund's strategy depends on the investment adviser's skill in allocating assets between the equity and fixed components and in selecting investments within each component. Because the GET Fund invests in both stocks and bonds, it may underperform stock funds when stocks are in favor and underperform bond funds when bonds are in favor. The risks associated with investing in stocks include sudden and unpredictable drops in the value of the market as a whole and periods of lackluster or negative performance. The principal risk associated with investing in bonds is that interest rates may rise, which generally causes bond prices to fall. If at the inception of, or any time during, the guarantee period interest rates are low, the GET Fund assets may be largely invested in the fixed component in order to increase the likelihood of achieving the Targeted Return at the maturity date. The effect of low interest rates on the GET Fund would likely be more pronounced at the beginning of the guarantee period as the initial allocation of assets would include more fixed income securities. In addition, if during the guarantee period the equity markets experienced a major decline, the GET Fund assets may become largely invested in the fixed component in order to increase the likelihood of achieving the Targeted Return at the maturity date. Use of the fixed component reduces the GET Fund's ability to participate as fully in upward equity market movements and therefore represents some loss of opportunity, or opportunity cost, compared to a portfolio that is fully invested in equities. INVESTMENT ADVISER: ING Investment Management, Inc. PROJECTED SCHEDULE OF ING GET FUND OFFERINGS OFFERING DATES GUARANTEE DATES ------------------ ----------------------- ----------------- GET T Series 09/12/02-12/11/02 12/12/02-12/14/07 GET U Series 12/12/02-03/12/03 03/13/03-03/14/08 GET V Series 03/13/03-06/12/03 06/13/03-06/13/08 GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 124681 GoldenSelect Landmark 5 11/18/02 PART C -- OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS (a) (1) All relevant financial statements are incorporated by reference into Part B of this registration statement. (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. (3) FAS No. 142 - Transitional Disclosures
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 -- ================================================================================
FAS No. 142 - TRANSITIONAL DISCLOSURES Had the Companies been accounting for goodwill under SFAS No. 142 for all periods presented, the Companies' net income would have been as follows: For The Twelve For The Twelve For The Twelve Months Ended Months Ended Months Ended December 31, 2001 December 31, 2000 December 31, 1999 (in thousands) (in thousands) (in thousands) Reported net income after tax $(3,954) $19,180 $11,214 Add back goodwill amortization, net of tax 3,778 3,778 3,778 -------------------- ------------------- -------------------- Adjusted net income after tax $ (176) $22,958 $14,992 ---------------------------------------------- -------------------- ------------------- --------------------
EXHIBITS (b) 1 Resolution of the Board of Directors of Depositor authorizing the establishment of the Registrant (1) 2 Not Applicable 3 (a) Distribution Agreement between the Depositor and Directed Services, Inc. (1) (b) Form of Dealers Agreement (1) (c) Organizational Agreement (1) (d) Form of Assignment Agreement for Organizational Agreement (1) 4 (a) Deferred Combination Variable and Fixed Annuity Group Master Contract (4) (b) Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract (4) (c) Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate (4) (d) Flexible Premium Individual Deferred Variable Annuity Contract (4) (e) Individual Retirement Annuity Rider Page (1) (f) ROTH Individual Retirement Annuity Rider (1) (g) Minimum Guaranteed Accumulation Benefit Rider (REV) (5) (h) Minimum Guaranteed Income Benefit Rider (REV) (5) (i) Minimum Guaranteed Withdrawal Benefit Rider (REV) (5) (j) Death Benefit Endorsement No.1 (REV)(7% Solution Enhanced) (5) (k) Death Benefit Endorsement No.2 (REV)(Ratchet Enhanced) (5) (l) Death Benefit Endorsement No.3 (REV)(Standard) (5) (m) Death Benefit Endorsement No.4 (REV)(Max 7 Enhanced) (5) (n) Death Benefit Endorsement No.5 (Base Death Benefit) (5) (o) Earnings Enhancement Death Benefit Rider (5) 5 (a) Individual Deferred Combination Variable and Fixed Annuity Application (4) (b) Group Deferred Combination Variable and Fixed Annuity Enrollment Form (4) (c) Individual Deferred Variable Annuity Application (4) 6 (a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American, dated (03/01/95) (1) (b) By-Laws of Golden American, dated (01/07/94) (1) (c) Resolution of the board of directors for Powers of Attorney, dated (04/23/99) (1) 7 Not applicable 8 (a) Administrative Services Agreement between Golden American and Equitable of Iowa companies (1) (b) Service Agreement between Golden American and Directed Services, Inc. (1) (c) Asset Management Agreement between Golden American and ING Investment Management LLC (1) (d) Reciprocal Loan Agreement between Golden American and ING America Insurance Holdings, Inc. (1) (e) Revolving Note Payable between Golden American and SunTrust Bank (1) (f) Surplus Note, dated 12/17/96, between Golden American and Equitable of Iowa Companies (2) (g) Surplus Note, dated 12/30/98, between Golden American and Equitable Life Insurance Company of Iowa (2) (h) Surplus Note, dated 09/30/99, between Golden American and ING AIH (2) (i) Surplus Note, dated 12/08/99, between Golden American and First Columbine Life Insurance Company (1) (j) Surplus Note, dated, 12/30/99, between Golden American and Equitable Life Insurance Company of Iowa (1) (k) Reinsurance Agreement, dated 06/30/00, between Golden American and Equitable Life Insurance Company of Iowa (3) (l) Renewal of Revolving Note Payable between Golden American and SunTrust Bank as of July 31, 2000 and expiring July 31, 2001 (3) (m) Participation Agreement between Golden American and PIMCO Variable Insurance Trust (4) (n) Participation Agreement between Golden American and Prudential Series Fund, Inc. (4) (o) Participation Agreement between Golden American and ING Variable Insurance Trust (4) (p) Amendment to the Participation Agreement between Golden American and Prudential Series Fund, Inc. (4) (q) Reinsurance Agreement, effective 01/01/00, between Golden American and Security Life of Denver International Limited (5) (r) Letter of Credit between Security Life of Denver International Limited and The Bank of New York for the benefit of Golden American (5) (s) Form of Participation Agreement between Golden American and ProFunds (5) (t) Amendment to the Reinsurance Agreement, amended 09/28/01, between Golden American and Security Life of Denver International Limited (6) (u) Renewal of Revolving Note Payable between Golden American and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002 (6) (v) Participation Agreement between Golden American and ING Variable Products Trust (7) (w) Participation Agreement between Golden American and Pioneer Variable Contracts Trust (7) (x) Participation Agreement between Golden American and Fidelity Distributors Corporation (7) (y) Participation Agreement between Golden American and ING Variable Insurance Trust (7) (z) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (7) (aa) Participation Agreement between Golden American and INVESCO Variable Investment Funds, Inc. (7) (ab) Participation Agreement between Golden American and The Prudential Series Fund, Inc. (7) (9) Opinion and Consent of Kimberly J. Smith - To be filed by Amendment. (10)(a) Consent of Ernst & Young LLP, Independent Auditors - To be filed by Amendment (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 (5) (14) Not applicable (15)(a) Powers of Attorney (7) (b) Power of Attorney of Keith Gubbay (8) (16) Subsidiaries of ING Groep N.V. (7) ----------------------------------- (1) Incorporated herein by reference to the initial filing of a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-5626). (2) Incorporated herein by reference to Pre-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on May 10, 2000 (File Nos. 333-30180, 811-5626). (3) Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on September 13, 2000 (File Nos. 333-30180, 811-5626). (4) Incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-5626). (5) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about April 23, 2001 (File Nos. 333-30180, 811-5626). (6) Incorporated herein by reference to Post-Effective Amendment No. 4 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about October 26, 2001 (File Nos. 333-30180, 811-5626). (7) Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B (File Nos. 033-23351, 811-5626). (8) Incorporated herein by reference to Post-Effective Amendment No. 6 to a Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on or about July 31, 2002 (File Nos. 333-30180, 811-5626). ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR Principal Position(s) Name Business Address with Depositor - ---- ---------------- -------------- Keith Gubbay ING Insurance Operations Director and President 5780 Powers Ferry Road Atlanta, GA 30327-4390 Chris D. Schreier ReliaStar Financial Corp. Chief Financial Officer, 20 Washington Avenue South Director and Senior Vice Minneapolis, MN 55402 President Thomas J. McInerney ING 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 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 August 30, 2002, there are 115,692 qualified contract owners and 143,087 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 than 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, Separate Account B, has duly caused this Amendment to Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania, on the 4th day of September, 2002. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Keith Gubbay* 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 Amendment to Registration Statement has been signed by the following persons in the capacities indicated on September 4, 2002. Signature Title - --------- ----- President - -------------------- Keith Gubbay* DIRECTORS OF DEPOSITOR - ---------------------- Thomas J. McInerney* - ---------------------- Chris D. Schreier* - ---------------------- 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 # - ---- ------- ------ (9) Opinion and Consent of Kimberly J. Smith - To be filed by Amendment. (10)(a) Consent of Ernst & Young LLP, Independent Auditors - To be filed by Amendment. -----END PRIVACY-ENHANCED MESSAGE-----