-----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, RyIp/qrQjA/EBrUiGysf7pd+2uy3Ozh8KbXqxHgqIAO4I8nfRrRfMSHzKKbkVHXx ElTBTqba/oUiX/Qw92qEvw== 0000837276-03-000163.txt : 20030801 0000837276-03-000163.hdr.sgml : 20030801 20030801132316 ACCESSION NUMBER: 0000837276-03-000163 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030801 EFFECTIVENESS DATE: 20030801 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: 333-70600 FILM NUMBER: 03817331 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: 03817332 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 n4rollover.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 1, 2003 Registration Nos. 333-70600; 811-05626 - ------------------------------------------------------------------------------- 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. 4 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [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, Esq. 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): [X] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on (date) 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 - ---------------------------------------------------------------------------- EXPLANATORY NOTE The Prospectus and Statement of Additional Information, dated May 1, 2003, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 4 by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-4 (File No. 333-70600), as filed on April 16, 2003. One supplement dated August 7, 2003 to the Prospectus is included in Part A of this Post-Effective Amendment No. 4. PARTS A and B ING (lion logo) GOLDEN AMERICAN LIFE INSURANCE COMPANY SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY PROSPECTUS SUPPLEMENT DATED AUGUST 7, 2003 SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 2003 FOR DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT ISSUED BY GOLDEN AMERICAN LIFE INSURANCE COMPANY ("ING ROLLOVER CHOICE VARIABLE ANNUITY PROSPECTUS") The information in this supplement updates and amends certain information contained in the prospectus dated May 1, 2003. You should read and keep this supplement along with the prospectus. 1. The Mortality and Expense Risk Charges shown under ""Fees and Expenses --Separate Account Annual Charges" on page 1 of the prospectus and ""Charges and Fees -- Charges Deducted from the Subaccounts" on page 11 of the prospectus are replaced with the following charges, depending on the option package elected: OPTION PACKAGES
------------------------------- -------------------------------- -------------------------------- OPTION PACKAGE I OPTION PACKAGE II OPTION PACKAGE III ------------------------------- -------------------------------- -------------------------------- Annual Charge Annual Charge Annual Charge Annual Expressed as Annual Expressed as Annual Expressed as Charge Daily Rate Charge Daily Rate Charge Daily Rate 0.85% 0.0024% 1.05% 0.0029% 1.20% 0.0033% ------------- ----------------- -------------- ----------------- ------------- ------------------
Only the mortality and expense risk charge is changed. The asset-based administrative charge of 0.15% remains the same. 2. The expense example on page 3 of the prospectus is replaced with the following: Although your actual costs may be higher or lower, based on these assumptions, your costs would be: ---------------------------------------------------------------------------- 1) If you surrender your contract at the end of the applicable time period: 1 year 3 years 5 years 10 years $1,120 $2,157 $3,189 $5,163 ---------------------------------------------------------------------------- 2) If you annuitize at the end of the applicable time period: 1 year 3 years 5 years 10 years $1,120 $2,157 $3,189 $5,163 ---------------------------------------------------------------------------- 3) If you do not surrender your contract: 1 year 3 years 5 years 10 years $521 $1,561 $2,596 $5,163 ---------------------------------------------------------------------------- 3. The section entitled "Special Funds" on page 8 of the prospectus is replaced in its entirety by the following: For purposes of determining death benefits, we assign the investment options to one of three categories of funds. The categories are: 1) Covered Funds; 2) Special Funds; and 3) Excluded Funds. Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect the death benefit guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in any guaranteed benefits due to their potential for volatility. Designation of investment options under these categories may vary by benefit. For example, we may designate an investment option a Special Fund for purposes of calculating one death benefit and not another. We may, with 30 days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums added to such investment option, with respect to new transfers to such investment option and with respect to the death benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the death benefit. 4. The last sentence of the first paragraph in the section entitled "Transfers Among Your Investments" on page 20 of the prospectus is changed to read: "Keep in mind that transfers between Special or Excluded Funds and other investment portfolios may negatively impact your death benefit." 5. The following replaces the information under the table summarizing the Option Packages in the "Death Benefit Choices" section on page 24 of the prospectus: For purposes of calculating the 5% Rollup Death Benefit, the following investment options are designated as "Special Funds": ING PIMCO Core Bond Portfolio, ING PIMCO Total Return Portfolio, ING Liquid Assets Portfolio, ING VP Bond Portfolio, Janus Aspen Series Flexible Income Portfolio, Oppenheimer Strategic Bond Fund/VA, The Fixed Account and the Fixed Interest Division. No investment options are currently designated as Excluded Funds. The death benefit for Excluded Funds is the contract value allocated to Excluded Funds and is tracked for transfer purposes only. We may, with 30 days notice to you, designate any investment portfolio as a Special or Excluded Fund on existing contracts with respect to new premiums added to such investment portfolio, with respect to new transfers to such investment portfolio and with respect to the death benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the death benefit. For the period during which a portion of the contract value is allocated to a Special or Excluded Fund, we may at our discretion reduce the mortality and expense risk charge attributable to that portion of the contract value. The reduced mortality and expense risk charge will be applicable only during that period. We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefits described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of: 1) the contract value; and 2) the cash surrender value. The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the SUM of 1) and 2),: 1) the contract value allocated to Excluded Funds; and 2) the Standard Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds. The Standard Minimum Guaranteed Death Benefit equals: 1) premium payments allocated to Covered, Special and Excluded Funds, respectively; 2) reduced by a pro rata adjustment for any withdrawal or transfer taken from Covered, Special and Excluded Funds, respectively. In the event of transfers from Excluded to Covered or Special Funds, the increase in the Minimum Guaranteed Death Benefit for Covered Funds and/or Special Funds will equal the lesser of the reduction in the Minimum Guaranteed Death Benefit for Excluded Funds and the contract value transferred. In the event of transfers from Covered or Special Funds to Excluded Funds, the increase in the Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Minimum Guaranteed Death Benefit for Covered or Special Funds. Currently, no investment options are designated as Special Funds for purposes of calculating the Standard Death Benefit. The 5% ROLL-UP DEATH BENEFIT, equals the GREATER of: 1) the Standard Death Benefit; and 2) the sum of the contract value allocated to Excluded Funds and the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds and Special Funds. The 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds, Special Funds and Excluded Funds equals the lesser of: 1) premiums, adjusted for withdrawals and transfers, accumulated at 5% on a daily basis for Covered Funds or Excluded Funds and 0% for Special Funds until the earlier of attainment of age 90 or reaching the cap (equal to 3 times all premium payments, as reduced by adjustments for withdrawals) and thereafter at 0%, and 2) the cap. A pro rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made for any withdrawals. The amount of the pro rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the withdrawal. Transfers from Excluded to Covered or Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Excluded Funds on a pro rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or Special Funds to Excluded Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or Special Funds on a pro rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or Special Funds, respectively. Transfers from Special to Covered Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds. Transfers from Covered to Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds on a pro rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds. The calculation of the cap is not affected by allocation to Covered, Special or Excluded Funds. The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of: 1) the Standard Death Benefit; and 2) the sum of the contract value allocated to Excluded Funds and the Annual Ratchet Minimum Guaranteed Death Benefit allocated to Covered or Special Funds. The Annual Ratchet Minimum Guaranteed Death Benefit equals: 1) the initial premium allocated at issue to Covered, Special or Excluded Funds, respectively; 2) increased dollar for dollar by any premium allocated after issue to Covered, Special or Excluded Funds, respectively; 3) adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special or Excluded Funds from the prior anniversary (adjusted for new premiums, partial withdrawals and transfers between Covered, Special and Excluded Funds) and the current contract value. A pro rata adjustment to the Annual Ratchet Minimum Guaranteed Death Benefit is made for any withdrawals. The amount of the pro rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the withdrawal. Please see Appendix E for examples of the pro rata withdrawal adjustment for withdrawals. Transfers from Excluded to Covered or Special Funds will reduce the Annual Ratchet Minimum Guaranteed Death Benefit for Excluded Funds on a pro rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the Annual Ratchet Minimum Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or Special Funds to Excluded Funds will reduce the Annual Ratchet Minimum Guaranteed Death Benefit for Covered or Special Funds on a pro rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Annual Ratchet Minimum Guaranteed Death Benefit for Covered or Special Funds, respectively. Currently, no investment options are designated as Special Funds for purposes of calculating the Annual Ratchet Death Benefit. Examples of how the designation of certain funds as Special Funds affects the calculation of the 5% Roll-up Death Benefit is included in Exhibit 1 to this supplement. 6. The cover page and the section, "Purchase and Availability of the Contract" on page 13 of the prospectus are hereby amended to add plans under section 403(b) of the Internal Revenue Code of 1986 as amended (the "Code") to the types of plans for which the Contract may be issued. EXHIBIT 1 SPECIAL FUNDS 5% ROLL-UP DEATH BENEFIT EXAMPLES
- ------------------------------------- ----------------------------------- ----------------------------------- MGDB* IF 50% INVESTED IN MGDB* IF 0% INVESTED IN MGDB* IF 100% INVESTED IN SPECIAL FUNDS SPECIAL FUNDS SPECIAL FUNDS - ------------------------------------- ----------------------------------- ----------------------------------- END OF YR COVERED SPECIAL TOTAL END OF YR COVERED SPECIAL TOTAL END OF YR COVERED SPECIAL TOTAL - ------------------------------------- ----------------------------------- ----------------------------------- 0 500 500 1,000 0 1,000 -- 1,000 0 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 1 525 500 1,025 1 1,050 -- 1,050 1 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 2 551 500 1,051 2 1,103 -- 1,103 2 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 3 579 500 1,079 3 1,158 -- 1,158 3 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 4 608 500 1,108 4 1,216 -- 1,216 4 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 5 638 500 1,138 5 1,276 -- 1,276 5 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 6 670 500 1,170 6 1,340 -- 1,340 6 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 7 704 500 1,204 7 1,407 -- 1,407 7 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 8 739 500 1,239 8 1,477 -- 1,477 8 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 9 776 500 1,276 9 1,551 -- 1,551 9 0 1000 1000 - ------------------------------------- ----------------------------------- ----------------------------------- 10 814 500 1,314 10 1,629 -- 1,629 10 0 1000 1000 - ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ------------------------------------ MGDB* IF TRANSFERRED TO MGDB* IF TRANSFERRED TO SPECIAL FUNDS COVERED FUNDS - ------------------------------------- ------------------------------------ AT THE BEGINNING OF YEAR 6 AT THE BEGINNING OF YEAR 6 - ------------------------------------- ------------------------------------ END OF YR COVERED SPECIAL TOTAL END OF YR COVERED SPECIAL TOTAL - ------------------------------------- ------------------------------------ 0 1,000 -- 1,000 0 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 1 1,050 -- 1,050 1 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 2 1,103 -- 1,103 2 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 3 1,158 -- 1,158 3 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 4 1,216 -- 1,216 4 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 5 1,276 -- 1,276 5 -- 1,000 1,000 - ------------------------------------- ------------------------------------ 6 -- 1,276 1,276 6 1,050 -- 1,050 - ------------------------------------- ------------------------------------ 7 -- 1,276 1,276 7 1,103 -- 1,103 - ------------------------------------- ------------------------------------ 8 -- 1,276 1,276 8 1,158 -- 1,158 - ------------------------------------- ------------------------------------ 9 -- 1,276 1,276 9 1,216 -- 1,216 - ------------------------------------- ------------------------------------ 10 -- 1,276 1,276 10 1,276 -- 1,276 - ------------------------------------- ------------------------------------
* MGDB is the 5% Roll-up Minimum Guaranteed Death Benefit ING (lion logo) GOLDEN AMERICAN LIFE INSURANCE COMPANY Golden American Life Insurance Company is a stock company domiciled in Delaware. 126958 - Rollover Choice 08/07/03 PART C - OTHER INFORMATION ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS (a) (1) All financial statements are included in the Prospectus or the Statement of Additional Information as indicated therein (2) Schedules I 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 Affiliates As of December 31, 2002 (Millions) Amount shown on Balance Type of Investment Cost Value* Sheet ----------------------------------------------------------------------------------------------------------- Fixed maturities: U.S. government and government agencies and authorities $ 207.3 $ 209.5 $ 209.5 Public Utilities Securities 335.7 349.3 349.3 U.S. corporate securities 3,012.0 3,182.9 3,182.9 Foreign securities (1) 228.6 242.5 242.5 Mortgage-backed securities 641.7 653.5 653.5 Other asset-backed securities 294.8 298.7 298.7 Less: Fixed maturities pledged to creditors - - - ---------------------------------------------- Total fixed maturities $ 4,720.1 $ 4,936.4 $ 4,936.4 ---------------------------------------------- Equity securities: ---------------------------------------------- Total equity securities 22.9 19.0 19.0 ---------------------------------------------- Short term investments 2.2 2.2 2.2 Mortgage loans 482.4 482.4 482.4 Policy loans 16.0 16.0 16.0 ---------------------------------------------- Total other investments $ 500.6 $ 500.6 $ 500.6 =========================================================================================================== * See Notes 2 and 3 of Notes to Consolidated Financial Statements. (1) The term "foreign" includes foreign governments, foreign political subdivisions, foreign public utilities and all other bonds of foreign issuers. Substantially all of the Company's foreign securities are denominated in U.S. dollars.
SCHEDULE IV Reinsurance Information As of and for the years ended December 31, 2002, 2001 and 2000 (Millions) (Millions) Ceded to Assumed Percentage of Gross Other from Other Net Amount assumed Amount Companies Companies Amount to net - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- AT DECEMBER 31, 2002 Life insurance in Force $ 158.7 $ 90.7 $ - $ 68.0 0.0% AT DECEMBER 31, 2001 Life insurance in Force $ 169.3 $ 94.8 $ - $ 74.5 0.0% AT DECEMBER 31, 2000 Life insurance in Force $ 196.3 $ 105.3 $ - $ 91.0 0.0%
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) Addendum to Organizational Agreement (1) (e) Expense Reimbursement Agreement (1) (f) Form of Assignment Agreement for Organizational Agreement (1) (4)(a) Form of Variable Annuity Group Master Contract (2) (b) Form of Variable Annuity Contract (2) (c) Form of Variable Annuity Certificate (2) (d) Form of GET Fund Rider (2) (e) Section 72 Rider (2) (f) Waiver of Surrender Charge Rider (2) (g) Simple Retirement Account Rider. (5) (h) 403(b) Rider. (5) (i) Individual Retirement Annuity Rider. (5) (j) ROTH Individual Retirement Annuity Rider. (5) (k) Death Benefit Option Package Endorsement (5)(a) Individual Deferred Combination Variable and Fixed Annuity Application (7) (6)(a) Certificate of Amendment of the Restated Articles of Incorporation of Golden American Life Insurance Company, dated 03/01/95 (1) (c) By-laws of Golden American Life Insurance Company, dated 01/07/94 (1) (7) Not applicable (8)(a) Service Agreement between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa (1) (b) Service Agreement between Golden American Life Insurance Company and Directed Services, Inc.(1) (c) Asset Management Agreement between Golden American Life Insurance Company and ING Investment Management LLC (1) (d) Reciprocal Loan Agreement between Golden American Life Insurance Company and ING America Insurance Holdings, Inc. (1) (e) Revolving Note Payable between Golden American Life Insurance Company and SunTrust Bank (1) (f) Surplus Note, dated 12/17/96, between Golden American Life Insurance Company and Equitable of Iowa Companies (1) (g) Surplus Note, dated 12/30/98, between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa (1) (h) Surplus Note, dated 09/30/99, between Golden American Life Insurance Company and ING AIH (1) (i) Surplus Noted, dated 12/08/99, between Golden American Life Insurance Company and First Columbine Life Insurance Company (1) (j) Surplus Note, dated 12/30/99, between Golden American Life Insurance Company and Equitable of Iowa Companies (1) (k) Reinsurance Agreement, dated 06/30/00, between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa (1) (l) Renewal of Revolving Note Payable between Golden American Life Insurance Company and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002 (1) (m) Reinsurance Agreement, effective 01/01/00, between Golden American Life Insurance Company and Security Life of Denver International Limited (1) (n) Letter of Credit between Security Life of Denver International Limited and The Bank of New York (1) (o) Form of Services Agreement among Golden American Life Insurance Company and ING affiliated Insurance Companies listed on Exhibit B (2) (p) Form of Services Agreement between Golden American Life Insurance Company and ING North American Insurance Corporation, Inc. (2) (q) Form of Shared Services Center Agreement among ING North American Insurance Corporation, Inc. and ING affiliated Insurance Companies (2) (r) Participation Agreement between Golden American and ING Variable Products Trust (3) (s) Participation Agreement between Golden American and Pioneer Variable Contracts Trust (3) (t) Participation Agreement between Golden American and Fidelity Variable Insurance Products (3) (u) Participation Agreement between Golden American and AIM Variable Insurance Funds, Inc. (3) (v) Participation Agreement between Golden American and ING Variable Portfolios, Inc. (4) (w) Participation Agreement between Golden American and Franklin Templeton Variable Insurance Products Trust (4) (x) Participation Agreement between Golden American and ING Partners, Inc. (4) (y) Amendment to Participation Agreement between Golden American and ING Partners, Inc. (4) (z) Participation Agreement between Golden American and Janus Capital Corporation (4) (aa) Form of Participation Agreement between Golden American and Oppenheimer Variable Account Funds (4) (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 (4) (14) Not applicable (15) Powers of Attorney (8) - ------------------------------ (1) Incorporated by reference to Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on September 28, 2001. (2) Incorporated by reference to Pre-Effective Amendment 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001. (3) 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). (4) Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600; 811-05626). (5) Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626). (6) Incorporated by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003 for Variable Annuity Account C of ING Life Insurance and Annuity Company. (7) Incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 16, 2003 (File Nos. 333-70600, 811-5626). (8) Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on June 5, 2003 (File Nos. 333-70600, 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 Cheryl L. Price ReliaStar Life Insurance Co. Vice President 20 Washington Avenue South Minneapolis, MN 55402 Boyd G. Combs ING Insurance Operations Senior Vice President 5780 Powers Ferry Road Atlanta, GA 30327-4390 Jacques de Vaucleroy ING Insurance Operations Senior Vice President 5780 Powers Ferry Road Atlanta, GA 30327-4390 Shaun P. Mathews ING Financial Services Senior Vice President 151 Farmington Avenue Hartford, CT 06156 James R. Gelder ReliaStar Life Insurance Co. Senior Vice President 20 Washington Avenue South Minneapolis, MN 55402 James R. McInnis Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 Stephen J. Preston Golden American Life Ins. Co. Senior Vice President 1475 Dunwoody Drive West Chester, PA 19380 Thomas J. McInerney ING Insurance Operations Director 5780 Powers Ferry Road Atlanta, GA 30327-4390 David A. Wheat ING Insurance Operations Chief Financial Officer 5780 Powers Ferry Road Director Atlanta, GA 30327-4390 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 David L. Jacobson Golden American Life Ins. Co. Vice President, Chief 1475 Dunwoody Drive Compliance Officer and West Chester, PA 19380 Assistant Secretary David S. Pendergrass ING Insurance Operations Vice President and 5780 Powers Ferry Road Treasurer Atlanta, GA 30327-4390 Paula Cludray-Engelke ReliaStar Life Insurance Co. 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. Subsidiaries of ING Groep N.V. incorporated herein by reference to Item 26 in Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 10, 2003 for Variable Annuity Account C of ING Life Insurance and Annuity Company. ITEM 27: NUMBER OF CONTRACT OWNERS As of July 31, 2003, there are 148,323 qualified contract owners and 160,762 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 ING Investors Trust (formerly known as 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 Kimberly J. Smith Secretary (c) 2002 Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation - ----------- ------------ ------------- ----------- ------------ DSI $287,208,066 $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 certifies that this Post-Effective Amendment to its Registration Statement on Form N-4 meets the requirements of Securities Act Rule 485(b) for effectiveness and has caused this Post-Effective Amendment to be signed on its behalf in the City of West Chester and Commonwealth of Pennsylvania on this 1st day of August, 2003. SEPARATE ACCOUNT B (Registrant) By: GOLDEN AMERICAN LIFE INSURANCE COMPANY (Depositor) By: -------------------- Keith Gubbay* President Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker 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 August 1, 2003. Signature Title - --------- ----- President - -------------------- Keith Gubbay* DIRECTORS OF DEPOSITOR - ---------------------- David A. Wheat* - ---------------------- Thomas J. McInerney* - ---------------------- Mark A. Tullis* - ---------------------- P. Randall Lowery* Attest: /s/ Linda E. Senker ------------------------ Linda E. Senker Counsel of Depositor *Executed by Linda E. Senker on behalf of those indicated pursuant to Power of Attorney. EXHIBIT INDEX ITEM EXHIBIT PAGE # - ---- ------- -------- 4(k) Death Benefit Option Package Endorsement EX-99.B4K 9 Opinion and Consent of Kimberly J. Smith EX-99.B9 10(a) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10A EX-99.B4 3 gara1117.txt DEATH BENEFIT OPTION PACKAGE ENDORSEMENT -----GOLDEN --------AMERICAN DEATH BENEFIT OPTION ----------LIFE INSURANCE PACKAGES ENDORSEMENT -------COMPANY Golden American is a stock company domiciled in Delaware. - ------------------------------------------------------------------------------- (HEREINAFTER CALLED WE, US AND OUR) The Contract to which this Endorsement is attached is hereby modified by the provisions of this Endorsement. This Endorsement's provisions control when there is a conflict between this Endorsement and the Contract. Where used in this Endorsement the term Contract shall mean Certificate when this Endorsement is attached to a Certificate. This Endorsement becomes effective as of the Contract Date. The term "Credit" is as defined in the Contract. If not defined in the Contract to which this Endorsement is attached, the Credit shall be zero. ELECTION OF BENEFIT OPTION PACKAGES The Contract to which this Endorsement is attached offers three Benefit Option Packages. The Option Package you elect is shown in the Contract Schedule. On any Contract Anniversary prior to and including the date you reach Attained Age 80, you may elect to replace the Benefit Option Package in effect with another Benefit Option Package provided you are the sole Owner. Such election to change the Benefit Option Package in effect must be received by us in writing at our Customer Service Center on or during the sixty day period immediately preceding the Contract Anniversary. The effective date of the newly elected Benefit Option Package will be the Contract Anniversary at the end of the sixty day election period. We will issue another Contract Schedule page reflecting the new Benefit Option Package chosen. This new Contract Schedule page will reflect the new Schedule Date and the revised Charges, if any, for the Benefit Option Package elected. SPECIAL FUNDS AND EXCLUDED FUNDS The allocation of Accumulation Value to the Variable Separate Account Divisions, the General Account, and the Fixed Account may be subject to specific limitations or rules when calculating the Death Benefits provided in each of the Benefit Option Packages described below. Such allocations are called Special Funds and Excluded Funds. Special Funds and Excluded Funds applicable to this Endorsement and existing on the Endorsement Effective Date, if any, are shown on the last page of this Endorsement. We may add newly available Divisions as Special Funds or Excluded Funds. We may also reclassify an existing Division as a Special Fund or Excluded Fund or remove such designation(s) upon 30 days notice to you. Such reclassifications will apply to amounts transferred or otherwise allocated to such Division after the date of the change. We may reduce any applicable Mortality and Expense Risk Charge for that portion of the Contract allocated to a Special Fund or Excluded Fund. COVERED FUNDS Any divisions not designated as Special or Excluded shall be Covered. DESCRIPTION OF BENEFIT OPTION PACKAGE I Benefit Option Package I is not available if, at the time of election, the Contract's Accumulation Value is less than $15,000 ($1,500 for Qualified Plans). The Death Benefit is the greatest of (i), (ii) and (iii) below, where: (i) is the Accumulation Value less any Credits applied after or within 12 months of the date of death; (ii) is the Guaranteed Death Benefit less any Initial Credits applied after or within 12 months of the date of death; (iii) is the Cash Surrender Value. GA-RA-1117 Guaranteed Death Benefit The Guaranteed Death Benefit is equal to the sum of I and II below. I. The Guaranteed Death Benefit Base for Covered Funds II. The Accumulation Value allocated to Excluded Funds On the Contract Date, the Guaranteed Death Benefit Base for Covered Funds is the initial premium, plus any Initial Credits, allocated to Covered Funds. On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Covered Funds is calculated as follows: (1) Start with the Guaranteed Death Benefit Base for Covered Funds from the prior Valuation Date. (2) Add any additional premiums paid and allocated to Covered Funds during the current Valuation Period to (1). (3) Adjust (2) for any transfers to or from Excluded Funds during the current Valuation Period. (4) Subtract from (3) any Partial Withdrawal Adjustments for any Partial Withdrawal made from Covered Funds during the current Valuation Period. The Guaranteed Death Benefit Base for Excluded Funds has a corresponding definition, but with respect to amounts allocated to Excluded Funds. Transfers from Excluded Funds to Covered Funds will reduce the Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Covered Funds will equal the lesser of the reduction in the Guaranteed Death Benefit Base for Excluded Funds and the net Accumulation Value transferred. Transfers from Covered Funds to Excluded Funds will reduce the Guaranteed Death Benefit Base for Covered Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Excluded Funds will equal the reduction in Guaranteed Death Benefit Base for Covered Funds. Partial Withdrawal Adjustments For any partial withdrawal, the Death Benefit components will be reduced on a pro-rata basis. The pro-rata adjustment is equal to (1) divided by (2) multiplied by (3), where: (1) is the Accumulation Value withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and (3) is the amount of the applicable Death Benefit component immediately prior to the withdrawal. Separate adjustments will apply to the amounts in the Covered and Excluded Funds. Change of Owner A change of Owner will result in recalculation of the Death Benefit and the Guaranteed Death Benefit. If the new Owner's Attained Age at the time of the change is less than 86, the Guaranteed Death Benefit in effect prior to the change will remain in effect and the Death Benefit provision shall apply. If the new Owner's Attained Age is 86 or greater at the time of the change, or if the new owner is not an individual (other than a trust created for the benefit of the owner or annuitant), the Guaranteed Death Benefit will be zero, and the Death Benefit will then be the Cash Surrender Value. DESCRIPTION OF BENEFIT OPTION PACKAGE II Benefit Option Package II is not available if there are Joint Contract Owners or if, at the time of election, the Contract's Accumulation Value is less than $5,000 ($1,500 for Qualified Plans). Death Benefit The Death Benefit is the greatest of (i), (ii), (iii) and (iv) below, where: (i) is the Accumulation Value less any Credits applied after or within 12 months of the date of death; (ii) is the Guaranteed Death Benefit less any Initial Credits applied after or within 12 months of the date of death; (iii) is the Cash Surrender Value; and (iv)is the Minimum Death Benefit, less any Initial Credits applied after or within 12 months of the date of death. GA-RA-1117 2 Minimum Death Benefit The Minimum Death Benefit is equal to the sum of I and II below: I. The Accumulation Value allocated to Excluded Funds; and II. Adjusted Premium for Covered Funds. Adjusted Premium for Covered Funds shall mean all premium, plus any Initial Credits, allocated to Covered Funds, plus an adjustment for any amounts transferred to Covered Funds, less a pro-rata adjustment for any amounts transferred or withdrawn from Covered Funds. The amount of the pro-rata adjustment will equal (a) times (b) divided by (c), where: (a) is the Adjusted Premium for Covered Funds prior to the transfer or withdrawal; (b) is the Accumulation Value of the transfer or withdrawal; and (c) is the Accumulation Value allocated to Covered Funds before the transfer or withdrawal. Adjusted Premium for Excluded Funds has the same definition, but with respect to amounts allocated to Excluded Funds. Transfers from Excluded Funds to Covered Funds increase the Adjusted Premium for Covered Funds by the lesser of the reduction of the Adjusted Premium for Excluded Funds and net Accumulation Value transferred. Transfers from Covered Funds to Excluded Funds increase the Adjusted Premium for Excluded Funds by the reduction in the Adjusted Premium for Covered Funds. Guaranteed Death Benefit The Guaranteed Death Benefit is equal to the sum of I and II below. I. The Guaranteed Death Benefit Base for Covered Funds II. The Accumulation Value allocated to Excluded Funds If the Schedule Date shown in the Contract Schedule is the Contract Date, the Guaranteed Death Benefit Base for Covered Funds as of such date is the initial premium, plus any Initial Credits, if applicable, allocated to Covered Funds. If the Schedule Date shown in the Contract Schedule is other than the Contract Date: (1) If a transfer from Benefit Option Package I has occurred, the Guaranteed Death Benefit Base for Covered Funds as of the new Schedule Date is set to equal the Accumulation Value allocated to Covered Funds minus any fees or charges deducted as of such date and prior to the application of any Credits as of such date; and (2) If a transfer from Benefit Option Package III has occurred, the Guaranteed Death Benefit Base for Covered Funds as of the new Schedule Date is set to equal the Alternate Guaranteed Death Benefit Base for Covered and Special Funds as defined under Benefit Option Package III as of such date. On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Covered Funds is calculated as follows: (1) Start with the Guaranteed Death Benefit Base for Covered Funds on the prior Valuation Date. (2) Add to (1) any additional premium allocated to Covered Funds during the current Valuation Period and adjustments for transfers to Covered Funds during the current Valuation Period and subtract from (1) any adjustment for transfers from Covered Funds during the current Valuation Period and any Partial Withdrawal Adjustments for any Partial Withdrawals taken from Covered Funds during the current Valuation Period. (3) On a Valuation Date that occurs on or prior to the Owner's attained age 90, which is also a Contract Anniversary, we set the Guaranteed Death Benefit Base for Covered Funds equal to the greater of (2) or the Accumulation Value allocated to Covered Funds minus any fees or charges deducted as of such date and prior to the application of any Credits as of such date. On all other Valuation Dates, the Guaranteed Death Benefit Base for Covered Funds is equal to (2). The Guaranteed Death Benefit Base for Excluded Funds has a corresponding definition, but with respect to amounts allocated to Excluded Funds. Transfers from Excluded Funds to Covered Funds will reduce the Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Covered Funds will equal the lesser of the reduction in the Guaranteed Death Benefit Base for Excluded Funds and the net Accumulation Value transferred. GA-RA-1117 3 Transfers from Covered Funds to Excluded Funds will reduce the Guaranteed Death Benefit Base for Covered Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Excluded Funds will equal the reduction in Guaranteed Death Benefit Base for Covered Funds. Partial Withdrawal Adjustments For any partial withdrawal, the Death Benefit components will be reduced on a pro-rata basis. The pro-rata adjustment is equal to (1) divided by (2) multiplied by (3), where: (1) is the Accumulation Value withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and (3) is the amount of the applicable Death Benefit component immediately prior to the withdrawal. Separate adjustments will apply to amounts in the Covered and Excluded Funds. Change of Owner If there is a change in ownership and the new Owner's Attained Age at the time of the change is less than 81, the Guaranteed Death Benefit in effect prior to the change will remain in effect and the provisions for Benefit Option Package II will continue to apply. If the new Owner's Attained Age at the time of the change is 81 or greater, if Joint Owners are named, or if the new Owner is not an individual (except in the case of a trust issued for the benefit of the owner or annuitant), the provisions of Benefit Option Package I will apply and we will issue a new Schedule reflecting the Schedule Date and the revised charges, if any, applicable to Benefit Option Package I. DESCRIPTION OF BENEFIT OPTION PACKAGE III Benefit Option Package III is not available if there are Joint Contract Owners or if, at the time of election, the Contract's Accumulation Value is less than $5,000 ($1,500 for Qualified Plans). The Death Benefit is the greatest of (i), (ii), (iii), (iv) and (v) below, where: (i) is the Accumulation Value less any Credits applied after or within 12 months of the date of death; (ii) is the lesser of (a) and (b), less any Initial Credits applied after or within 12 months of the date of death where (a) is the Guaranteed Death Benefit, and (b) is the Maximum Guaranteed Death Benefit; (iii) the Cash Surrender Value; (iv) is the Minimum Death Benefit, less any Initial Credits applied after or within 12 months of the date of death; and (v) the Alternate Guaranteed Death Benefit less any Initial Credits applied after or within 12 months of the date of death. Minimum Death Benefit The Minimum Death Benefit is equal to the sum of I and II below: I. The Accumulation Value allocated to Excluded Funds; and II. Adjusted Premium for Covered and Special Funds. Adjusted Premium for Covered and Special Funds shall mean all premium, plus any Initial Credits, allocated to Covered or Special Funds, plus an adjustment for any amounts transferred to Covered or Special Funds, less a pro-rata adjustment for any amounts transferred or withdrawn from Covered or Special Funds. The amount of the pro-rata adjustment will equal (a) times (b) divided by (c), where: (a) is the Adjusted Premium for Covered and Special Funds prior to the transfer or withdrawal; (b) is the Accumulation Value of the transfer or withdrawal; and (c) is the Accumulation Value allocated to Covered and Special Funds before the transfer or withdrawal. Adjusted Premium for Excluded Funds has the same definition, but with respect to amounts allocated to Excluded Funds Transfers from Excluded Funds to Covered or Special Funds increase the Adjusted Premium for Covered and Special Funds by the lesser of the reduction of the Adjusted Premium for Excluded Funds and net Accumulation Value transferred. Transfers from Covered or Special Funds to Excluded Funds increase the Adjusted Premium for Excluded Funds by the reduction in the Adjusted Premium for Covered and Special Funds GA-RA-1117 4 Guaranteed Death Benefit The Guaranteed Death Benefit is equal to the sum of I, II and III below. I. The Guaranteed Death Benefit Base for Covered Funds II. The Guaranteed Death Benefit Base for Special Funds III. The Accumulation Value allocated to Excluded Funds On the Schedule Date shown in the Contract Schedule, the Guaranteed Death Benefit Base for Covered Funds is set to equal the Accumulation Value allocated to Covered Funds minus any fees or charges deducted as of such date and prior to the application of any Renewal Credits as of such date. On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Covered Funds is calculated as follows: (1) Start with the Guaranteed Death Benefit Base for Covered Funds on the prior Valuation Date. (2) Calculate Interest on (1) for the current Valuation Period at the Guaranteed Death Benefit Interest Rate shown below. (3) Add (1) and (2). (4) Add to (3) any additional premiums allocated to Covered Funds during the current Valuation Period. (5) Add to or subtract from (4) adjustments for transfers made during the current Valuation Period. (6) Subtract from (5) the amount of any Partial Withdrawal Adjustments for any partial withdrawals made from Covered Funds during the current Valuation Period. The Guaranteed Death Benefit Base for Excluded Funds has a corresponding definition, but with respect to amounts allocated to Excluded Funds. On the Schedule Date shown in the Contract Schedule, the Guaranteed Death Benefit Base for Special Funds as of such date is set to equal the Accumulation Value allocated to Special Funds minus any fees or charges deducted as of such date and prior to the application of any Renewal Credits as of such date. On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Special Funds is calculated as follows: (1) Start with the Guaranteed Death Benefit Base for Special Funds on the prior Valuation Date. (2) Add to (1) any additional premiums allocated to Special Funds during the current Valuation Period. (3) Add to or subtract from (3) adjustments for transfers made during the Valuation Period. (4) Subtract from (3) the amount of any Partial Withdrawal Adjustments for any partial withdrawals made from Special Funds during the current Valuation Period. Transfers Transfers from Special Funds to Covered or Excluded Funds will reduce the Guaranteed Death Benefit Base for Special Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Covered or Excluded Funds will equal the reduction in the Guaranteed Death Benefit Base for Special Funds. Transfers from Covered Funds to Special or Excluded Funds will reduce the Guaranteed Death Benefit Base for Covered Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Special or Excluded Funds will equal the reduction in Guaranteed Death Benefit Base for Covered Funds. Transfers from Excluded Funds to Covered or Special Funds will reduce the Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis. The resulting increase in the Guaranteed Death Benefit Base for Covered or Special Funds will equal the lesser of the reduction in the Guaranteed Death Benefit Base for Excluded Funds and the net Accumulation Value transferred. Guaranteed Death Benefit Interest Rate The Guaranteed Death Benefit Interest Rate is 5%, except that for any Valuation Period ending after the Contract Anniversary on which the Owner attains age 90, or after the Maximum Guaranteed Death Benefit has been reached, the Guaranteed Death Benefit Interest Rate will be 0% GA-RA-1117 5 Maximum Guaranteed Death Benefit The Maximum Guaranteed Death Benefit is equal to three times premium paid, plus three times any Initial Credits, reduced by the amount of any Partial Withdrawal Adjustments. Any addition due to spousal continuation will not affect the Maximum Guaranteed Death Benefit or the Guaranteed Death Benefit Base. Partial Withdrawal Adjustments For any partial withdrawal, the Death Benefit components will be reduced on a pro-rata basis. The pro-rata adjustment is equal to (1) divided by (2) multiplied by (3), where: (1) is the Accumulation Value withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and (3) is the amount of the applicable Death Benefit component immediately prior to the withdrawal. Separate adjustments will apply to the amounts in the Covered, Excluded and Special Funds as well as the Maximum Guaranteed Death Benefit. Alternate Guaranteed Death Benefit The Alternate Guaranteed Death Benefit is equal to the sum of I and II below. I. The Alternate Guaranteed Death Benefit Base for Covered and Special Funds II The Accumulation Value allocated to Excluded Funds If the Schedule Date shown in the Contract Schedule is the Contract Date, the Alternate Guaranteed Death Benefit Base for Covered and Special Funds as of such date is the initial premium plus any Initial Credits, if applicable, allocated to Covered and Special Funds. If the Schedule Date shown in the Contract Schedule is other than the Contract Date: (1) If a transfer from Benefit Option Package I has occurred, the Alternate Guaranteed Death Benefit Base for Covered and Special Funds as of the new Schedule Date is set to equal the Accumulation Value allocated to Covered and Special Funds minus any fees or charges deducted as of such date and prior to the application of any Credits as of such date; and (2) If a transfer from Benefit Option Package II has occurred, the Alternate Guaranteed Death Benefit Base for Covered and Special Funds as of the new Schedule Date is set to equal the Guaranteed Death Benefit Base for Covered Funds as defined under Benefit Option Package II as of such date. On subsequent Valuation Dates, the Alternate Guaranteed Death Benefit Base for Covered and Special Funds is calculated as follows: (1) Start with the Alternate Guaranteed Death Benefit Base for Covered and Special Funds from the prior Valuation Date. (2) Add to (1) any additional premium allocated to Covered and Special Funds during the current Valuation Period (3) Add to (or subtract from) (2) adjustments for transfers made during the current Valuation Period. (4) Subtract from (3) any Partial Withdrawal Adjustments for any partial withdrawals taken from Covered and Special Funds during the current Valuation Period. (5) On a Valuation Date that occurs on or prior to the Owner's attained age 90, which is also a Contract Anniversary, we set the Alternate Guaranteed Death Benefit Base for Covered and Special Funds equal to the greater of (4) or the Accumulation Value in Covered and Special Funds minus any fees and charges deducted as of such date and prior to the application of any Credits as of such date. On all other Valuation Dates, the Alternate Guaranteed Death Benefit Base for Covered and Special Funds is equal to (4). The Alternate Guaranteed Death Benefit Base for Excluded Funds has a corresponding definition, but with respect to amounts allocated to Excluded Funds. Transfers Transfers from Special or Covered Funds to Excluded Funds will reduce the Alternate Guaranteed Death Benefit Base for Covered and Special Funds on a pro-rata basis. The resulting increase in the Alternate Guaranteed Death Benefit Base for Excluded Funds will equal the reduction in the Alternate Guaranteed Death Benefit Base for Covered and Special Funds. GA-RA-1117 6 Transfers from Excluded Funds to Covered or Special Funds will reduce the Alternate Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis. The resulting increase in the Alternate Guaranteed Death Benefit Base for Covered and Special Funds will equal the lesser of the reduction in the Alternate Guaranteed Death Benefit Base for Excluded Funds and the net Accumulation Value transferred. Change of Owner If there is a change in ownership and the new Owner's Attained Age at the time of the change is less than 81, the Guaranteed Death Benefit in effect prior to the change will remain in effect and the provisions for Benefit Option Package III will continue to apply. If the new Owner's Attained Age at the time of the change is 81 or greater, if Joint Owners are named, or if the new Owner is not an individual (except in the case of a trust issued for the benefit of the owner or annuitant), the provisions of Benefit Option Package I will apply and we will issue a new Schedule reflecting the Schedule Date and the revised charges, if any, applicable to Benefit Option Package I. Deductions from the Divisions Mortality and Expense Risk Charge - We deduct a charge from the assets in each Variable Separate Account Division on a daily basis for mortality and expense risks. The charge is not deducted from the Fixed Account or General Account values. Prior to the Annuity Commencement Date, the Mortality and Expense Risk Charge varies by Benefit Option Package selected by you, as follows: ----------------------- ------------------------ ------------------------ Benefit Option The Maximum Daily Equivalent to an Annual Package Selected: Charge Is: Maximum Rate of: ----------------------- ------------------------ ------------------------ I 0.004558% 1.65% ----------------------- ------------------------ ------------------------ II 0.005116% 1.85% ----------------------- ------------------------ ------------------------ III 0.005535% 2.00% ----------------------- ------------------------ ------------------------ After the Annuity Commencement Date, the maximum daily Mortality and Expense Risk Charge will be 0.004141% (equivalent to an annual maximum rate of 1.50%), regardless of Benefit Option Package. All other terms and provisions of the Contract to which this Endorsement is attached remain unchanged. Signed; /s/ Keith Gubbay President SPECIAL FUNDS [Limited Maturity Bond Division] EXCLUDED FUNDS [None] GA-RA-1117 7 EX-99.B9 4 kjsopinionltrn4.txt OPINION OF COUNSEL ING KIMBERLY J. SMITH Counsel August 1, 2003 Members of the Board of Directors Golden American Life Insurance Company 1475 Dunwoody Drive West Chester, PA 19380-1478 Gentlemen: In my capacity as Counsel for 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 5 eyconsent.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 21, 2003, with respect to the consolidated financial statements of Golden American Life Insurance Company as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002, and to the use of our report dated March 14, 2003, with respect to the statement of assets and liabilities of Golden American Life Insurance Company Separate Account B as of December 31, 2002 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, included in Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933 (Form N-4 No. 333-70600) and the related Prospectus and Statement of Additional Information of Golden American Life Insurance Company Separate Account B. . Our audits (to which the date of our report is March 21, 2003) 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 July 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----