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<PAGE>
As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-77385
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
Amendment No. 2
Registration Statement under the Securities Act of 1933
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
(Exact name of registrant as specified in its charter)
NEW YORK 6355
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code 13-3919096
organization) Number)
230 Park Avenue, Suite 966
New York, New York 10169-0999
(212) 973-9647
(Address and Telephone Number of registrant's principal executive office)
Marilyn Talman, Esq. COPY TO:
First Golden American Life Insurance Stephen E. Roth, Esq.
Company of New York Sutherland Asbill &
1475 Dunwoody Drive Brennan LLP
West Chester, PA 19380 1275 Pennsylvania Avenue, N.W.
(610) 425-3516 Washington, D.C. 20004-2404
(Name and Address of Agent for Service of Process)
____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after the effective date of the Registration Statement.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box ................................................ [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus herein
also relates to Registration Statement No. 333-16279.
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<PAGE>
Calculation of Registration Fee
____________________________________________________________________________
Proposed Proposed
Title of Amount Being Maximum Maximum Amount of
Securities Registered Offering Aggregate Registration
Being Price Offering Fee (2)
Registered Per Unit (1) Price (1)
___________________________________________________________________________
Annuity N/A N/A $10,000,000 $2,780.00
Contracts
(Interests in
Fixed
Account)
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee. The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
(2) Previously paid. Amount previously registered in connection with File
No. 333-16279 was $25,080,000.
_________________________________________________________________________
PART I
This Registration Statement contains three separate Profiles
and Prospectuses for the DVA Plus Contract. The distribution
system for the Contracts offered by each version of the Profile and
Prospectus is different. Version 1 offers 24 portfolios. Version 2,
which is no longer being offered, offered three portfolios which are
also offered in Versions 1 and 3 and ten mutual fund portfolios.
Version 3 offers five different mutual fund portfolios in addition to
all portfolios offered in Version 1. Other than these differences,
Versions 1, 2 and 3 are substantially similar.
The Profile and Prospectus filed herein do not contain all of
the information permitted by Securities and Exchange Commission
Regulations. Therefore, this Registration Statement on Form S-1 for
First Golden American Life Insurance Company of New York ("First
Golden") incorporates by reference the Statement of Additional
Information for the Versions 1, 2 and 3 DVA PLUS Profile and Prospectus,
and Part C (Other Information) contained in the Registration Statement on
Form N-4 (Post-Effective Amendment No. 5 (File Nos. 333-16501, 811-
7935, filed contempranousely with this Amendment to the Registration
Statement) for Separate Account NY-B of First Golden. This
information may be obtained free of charge from First Golden by
calling Customer Service Center at 800-963-9539.
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ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK
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PROFILE OF
GOLDENSELECT DVA PLUS(R)
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
MAY 1, 2000
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This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract. The Contract is
more fully described in the full prospectus which accompanies this Profile.
Please read the prospectus carefully.
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1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and First Golden American Life Insurance
Company of New York ("First Golden"). The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of 27 mutual fund investment
portfolios through our Separate Account NY-B and/or (ii) in a fixed account of
First Golden with guaranteed interest periods. The 27 mutual fund portfolios are
listed on page 3 below. We currently offer guaranteed interest periods of 1, 3,
5, 7 and 10 years in the fixed account. We set the interest rates in the fixed
account (which will never be less than 3%) periodically. We may credit a
different interest rate for each interest period. The interest you earn in the
fixed account as well as your principal is guaranteed by First Golden as long as
you do not take your money out before the maturity date for the applicable
interest period. If you withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you take out. Generally the investment portfolios are
designed to offer a better return than the fixed account. However, this is NOT
guaranteed. You may not make any money, and you can even lose the money you
invest.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase
DVA PLUS PROFILE PROSPECTUS BEGINS AFTER
PAGE 9 OF THIS PROFILE
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begins on the annuity start date, which is the date you start receiving regular
annuity payments from your Contract.
You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.
2. YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
<TABLE>
<CAPTION>
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ANNUITY OPTIONS
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<S> <C> <C>
Option 1 Income for a Payments are made for a specified number of years to you
fixed period or your beneficiary.
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Option 2 Income for Payments are made for the rest of your life or longer for a
life with a specified period such as 10 or 20 years or until the total
period certain amount used to buy this option has been repaid. This option
comes with an added guarantee that payments will continue to
your beneficiary for the remainder of such period if you
should die during the period.
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Option 3 Joint life income Payments are made for your life and the life of another
person (usually your spouse).
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Option 4 Annuity plan Any other annuitization plan that we choose to offer on the
annuity start date.
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</TABLE>
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. Once you elect an annuity option and begin to
receive payments, it cannot be changed.
3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn 85. Under certain circumstances, we may waive the minimum initial and
additional premium payment requirement. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.
The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.
2 DVA PLUS PROFILE
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4. THE INVESTMENT PORTFOLIOS
You can direct your money into: (1) the fixed account with guaranteed interest
periods of 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of the
following 27 mutual fund investment portfolios through our Separate Account
NY-B. The investment portfolios are described in the prospectuses for The GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and The
Prudential Series Fund, Inc. Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:
<TABLE>
<CAPTION>
THE GCG TRUST
<S> <C> <C>
Liquid Asset Series Rising Dividends Series Mid-Cap Growth Series
Limited Maturity Bond Series Managed Global Series Small Cap Series
Global Fixed Income Series Large Cap Value Series Growth Series
Fully Managed Series All Cap Series Real Estate Series
Total Return Series Research Series Hard Assets Series
Equity Income Series Capital Appreciation Series Developing World Series
Investors Series Capital Growth Series Emerging Markets Series
Value Equity Series Strategic Equity Series
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING Global Brand Names Fund
THE PRUDENTIAL SERIES FUND, INC.
Prudential Jennison Portfolio
</TABLE>
5. EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts an
annual contract administrative charge of $30, and if you invest in an investment
portfolio, a mortality and expense risk charge and an asset-based administrative
charge. The mortality and expense risk charge and the asset-based administrative
charge are deducted daily directly from your contract value in the investment
portfolios. The mortality and expense risk charge (depending on the death
benefit you choose) and the asset-based administrative charge, on an annual
basis, are as follows:
STANDARD ANNUAL RATCHET ENHANCED
DEATH BENEFIT DEATH BENEFIT
Mortality & Expense Risk Charge 1.10% 1.25%
Asset-Based Administrative Charge 0.15% 0.15%
----- -----
Total 1.25% 1.40%
Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.56% to 1.75% annually (see following table) of the portfolio's average
daily net asset balance.
If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.
We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment.
3 DVA PLUS PROFILE
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COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge, the asset-based administrative charge, and reflects the
annual contract administrative charge as 0.04% (based on an average contract
value of $77,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on actual
expenses as of December 31, 1999, except for the portfolios that commenced
operations during 2000 where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time and assume
that you have elected the Annual Ratchet Enhanced Death Benefit. For these
examples, the premium tax is assumed to be 0%.
4 DVA PLUS PROFILE
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<TABLE>
<CAPTION>
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TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL ---------
INSURANCE PORTFOLIO ANNUAL TOTAL CHARGES AT THE END OF:
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
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The GCG Trust
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<S> <C> <C> <C> <C> <C>
Liquid Asset 1.44% 0.56% 2.00% $ 90 $ 233
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Limited Maturity Bond 1.44% 0.57% 2.01% $ 90 $ 234
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Global Fixed Income 1.44% 1.60% 3.04% $ 101 $ 336
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Fully Managed 1.44% 0.97% 2.41% $ 94 $ 275
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Total Return 1.44% 0.91% 2.35% $ 94 $ 269
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Equity Income 1.44% 0.96% 2.40% $ 94 $ 274
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Investors 1.44% 1.01% 2.45% $ 95 $ 279
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Value Equity 1.44% 0.96% 2.40% $ 94 $ 274
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Rising Dividends 1.44% 0.96% 2.40% $ 94 $ 274
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Managed Global 1.44% 1.25% 2.69% $ 97 $ 302
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Large Cap Value 1.44% 1.01% 2.45% $ 95 $ 279
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All Cap 1.44% 1.01% 2.45% $ 95 $ 279
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Research 1.44% 0.91% 2.35% $ 94 $ 269
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Capital Appreciation 1.44% 0.96% 2.40% $ 94 $ 274
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Capital Growth 1.44% 1.05% 2.49% $ 95 $ 283
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Strategic Equity 1.44% 0.96% 2.40% $ 94 $ 274
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Mid-Cap Growth 1.44% 0.91% 2.35% $ 94 $ 269
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Small Cap 1.44% 0.96% 2.40% $ 94 $ 274
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Growth 1.44% 1.04% 2.48% $ 95 $ 282
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Real Estate 1.44% 0.96% 2.40% $ 94 $ 274
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Hard Assets 1.44% 0.96% 2.40% $ 94 $ 274
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Developing World 1.44% 1.75% 3.19% $ 102 $ 349
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Emerging Markets 1.44% 1.75% 3.19% $ 102 $ 349
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The PIMCO Variable Insurance Trust
PIMCO High Yield Bond 1.44% 0.75% 2.19% $ 92 $ 252
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PIMCO StocksPLUS
Growth and Income 1.44% 0.65% 2.09% $ 91 $ 242
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ING Variable Insurance Trust
ING Global Brand Names 1.44% 1.23% 2.67% $ 97 $ 300
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The Prudential Series Fund, Inc.
Prudential Jennison 1.44% 1.03% 2.47% $ 95 $ 281
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</TABLE>
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. The 1 Year examples
above include a 7% surrender charge. For more detailed information, see the fee
table in the prospectus for the Contract.
6. TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.
Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.
For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts. If you are
younger
5 DVA PLUS PROFILE
<PAGE>
than 59 1/2 when you take money out, in most cases, you will be charged a 10%
federal penalty tax on the amount withdrawn.
7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 9.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.
8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire
calendar years of 1998 and 1999. These numbers reflect the deduction of the
mortality and expense risk charge (based on the Annual Ratchet Enhanced Death
Benefit), the asset-based administrative charge and the annual contract fee, but
do not reflect deductions for surrender charges, if any. If surrender charges
were reflected, they would have the effect of reducing performance. Please keep
in mind that past performance is not a guarantee of future results.
6 DVA PLUS PROFILE
<PAGE>
<TABLE>
<CAPTION>
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CALENDAR YEAR
INVESTMENT PORTFOLIO 1999 1998
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<S> <C> <C>
Managed by A I M Capital Management, Inc.
Capital Appreciation(1) 22.86% 11.06%
Strategic Equity(2) 54.02% -0.61%
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Managed by Alliance Capital Management L.P.
Capital Growth (2) 23.76% 10.37%
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Managed by Baring International Investment Limited
Developing World(2) 59.36% --
Emerging Markets(5) 82.68% -25.19%
Global Fixed Income -9.94% 10.25%
Hard Assets(2) 21.62% -30.61%
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Managed by Capital Guardian Trust Company
Large Cap Value -- --
Managed Global(3) 60.98% 27.47%
Small Cap (3) 48.46% 19.25%
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Managed by Eagle Asset Management, Inc.
Value Equity -0.93% 0.09%
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Managed by ING Investment Management, LLC
Limited Maturity Bond -0.32% 5.33%
Liquid Asset 3.23% 3.54%
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Managed by Janus Capital Corporation
Growth(2) 75.61% 25.01%
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Managed by Kayne Anderson Investment Management, LLC
Rising Dividends 14.22% 12.50%
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Managed by Massachusetts Financial Services Company
Mid-Cap Growth 76.52% 21.06%
Research 22.45% 21.29%
Total Return 1.89% 9.99%
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Managed by The Prudential Investment Corporation
Real Estate(4) -5.19% -14.70%
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Managed by Salomon Brothers Asset Management, Inc.
All Cap -- --
Investors -- --
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Managed by T. Rowe Price Associates, Inc.
Equity Income(2) -2.15% 6.71%
Fully Managed 5.39% 4.37%
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Managed by Pacific Investment Management Company
PIMCO High Yield Bond 1.54% --
PIMCO StocksPLUS Growth and Income 18.14% --
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Managed by ING Investment Management Advisors B.V.
ING Global Brand Names -- --
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Managed by Jennison Associates LLC
Prudential Jennison Portfolio -- --
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</TABLE>
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(1) Prior to April 1, 1999, a different firm managed the Portfolio.
(2) Prior to March 1, 1999, a different firm managed the Portfolio.
(3) Prior to February 1, 2000, a different firm managed the Portfolio.
(4) Prior to April 28, 2000, a different firm managed the Portfolio.
(5) Prior to March 15, 2000, a different firm managed the Portfolio.
7 DVA PLUS PROFILE
<PAGE>
9. DEATH BENEFIT
You may choose (i) the Standard Death Benefit, or (ii) the Annual Ratchet
Enhanced Death Benefit. The Annual Ratchet Enhanced Death Benefit is available
only if the contract owner or the annuitant (if the contract owner is not an
individual) is less than 80 years old at the time of purchase. The Annual
Ratchet Enhanced Death Benefit may not be available where a Contract is held by
joint owners.
The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.
The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.
Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals; or
3) the cash surrender value.
Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals;
3) the cash surrender value; or
4) the enhanced death benefit, which is determined as follows: On each
contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract
value and select the larger amount as the new enhanced death benefit.
On all other days, the enhanced death benefit is the following amount:
On a daily basis we first take the enhanced death benefit from the
preceding day (which would be the initial premium if the preceding day
is the contract date), then we add additional premiums paid since the
preceding day, and then we subtract any withdrawals made since the
preceding day (including any market value adjustment applied to such
withdrawal), and then we subtract for any associated surrender
charges. That amount becomes the new enhanced death benefit.
Note: In all cases described above, the amount of the death benefit could
be reduced by premium taxes owed and withdrawals not previously
deducted.
10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, we will
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios, the contract value
returned may be greater or less than the premium you paid.
8 DVA PLUS PROFILE
<PAGE>
TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw.
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus.
ADDITIONAL FEATURES. This Contract has other features that may interest
you. These include:
Dollar Cost Averaging. This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month, which may
give you a lower average cost per unit over time than a single one-time
purchase. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. This option is currently available only if you have
$1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
portfolios or in the fixed account with a 1-year guaranteed interest
period. Transfers from the fixed account under this program will not be
subject to a market value adjustment.
Systematic Withdrawals. During the accumulation phase, you can arrange
to have money sent to you at regular intervals throughout the year. Within
limits these withdrawals will not result in any surrender charge.
Withdrawals from your money in the fixed account under this program are not
subject to a market value adjustment. Of course, any applicable income and
penalty taxes will apply on amounts withdrawn.
Automatic Rebalancing. If your contract value is $10,000 or more, you
may elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select.
Investments in the fixed account are not eligible for automatic
rebalancing.
11. INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:
CUSTOMER SERVICE CENTER
230 PARK AVENUE, SUITE 966
NEW YORK, NEW YORK 10169
(800) 963-9539
or your registered representative.
9 DVA PLUS PROFILE
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FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA PLUS
- --------------------------------------------------------------------------------
May 1, 2000
This prospectus describes GOLDENSELECT DVA PLUS, an individual deferred
variable annuity contract (the "Contract") offered by First Golden American Life
Insurance Company of New York ("First Golden," the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans that
qualify for special federal income tax treatment ("qualified Contracts") as well
as those that do not qualify for such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments in
one or more of 27 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.
We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 1, 3, 5, 7 and 10 years. The interest earned on your money
as well as your principal is guaranteed as long as you hold them until the
maturity date. If you take your money out from a Fixed Interest Allocation more
than 30 days before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase
or decrease your contract value and/or the amount you take out. You bear the
risk that you may receive less than your principal if we take a Market Value
Adjustment. You have a right to return a Contract within 10 days after you
receive it for a full refund of the contract value (which may be more or less
than the premium payments you paid).
This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission
("SEC"). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at 230 Park Avenue, Suite 966,
New York, New York 10169 or call (800) 963-9539, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE
INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND, INC. IS NOT A BANK DEPOSIT AND IS
NOT INSURED OR GUARANTEED BY A BANK OR BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND, INC.
- --------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
- --------------------------------------------------------------------------------
<PAGE>
The investment portfolios available under your Contract and the portfolio
managers are:
A I M CAPITAL MANAGEMENT, INC.
Capital Appreciation Series
Strategic Equity Series
ALLIANCE CAPITAL MANAGEMENT L. P.
Capital Growth Series
BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
Developing World Series
Emerging Markets Series
Global Fixed Income Series
Hard Assets Series
CAPITAL GUARDIAN TRUST COMPANY
Large Cap Value Series
Managed Global Series
Small Cap Series
EAGLE ASSET MANAGEMENT, INC.
Value Equity Series
ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Limited Maturity Bond Series
Liquid Asset Series
JANUS CAPITAL CORPORATION
Growth Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
Rising Dividends Series
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Mid-Cap Growth Series
Research Series
Total Return Series
THE PRUDENTIAL INVESTMENT CORPORATION
Real Estate Series
SALOMON BROTHERS ASSET MANAGEMENT, INC
All Cap Series
Investors Series
T. ROWE PRICE ASSOCIATES, INC.
Equity Income Series
Fully Managed Series
PACIFIC INVESTMENT MANAGEMENT COMPANY
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
ING Global Brand Names Fund
JENNISON ASSOCIATES LLC
Prudential Jennison Portfolio
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account NY-B. We refer to the divisions
as "subaccounts" and the money you place in the Fixed Account's guaranteed
interest periods as "Fixed Interest Allocations" in this prospectus.
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
Index of Special Terms 1
Fees and Expenses 2
Performance Information 7
Accumulation Unit 7
Net Investment Factor 8
Condensed Financial Information 8
Financial Statements 8
Performance Information 8
First Golden American Life Insurance Company of New York 9
The Trusts 9
First Golden Separate Account NY-B 10
The Investment Portfolios 11
Investment Objectives 11
Investment Management Fees and Other Expenses 14
The Fixed Interest Allocation 15
Selecting a Guaranteed Interest Period 15
Guaranteed Interest Rates 15
Transfers from a Fixed Interest Allocation 16
Withdrawals from a Fixed Interest Allocation 16
Market Value Adjustment 17
The Annuity Contract 17
Contract Date and Contract Year 18
Annuity Start Date 18
Contract Owner 18
Annuitant 18
Beneficiary 19
Purchase and Availability of the Contract 19
Crediting of Premium Payments 19
Administrative Procedures 20
Contract Value 20
Cash Surrender Value 21
Surrendering to Receive the Cash Surrender Value 21
The Subaccounts 21
Addition, Deletion or Substitution of Subaccounts and
Other Changes 21
The Fixed Account 22
Other Important Provisions 22
Withdrawals 22
Regular Withdrawals 23
Systematic Withdrawals 23
IRA Withdrawals 24
Transfers Among Your Investments 25
Dollar Cost Averaging 25
Automatic Rebalancing 26
Death Benefit Choices 26
Death Benefit During the Accumulation Phase 26
Standard Death Benefit 26
Annual Ratchet Enhanced Death Benefit 27
Death Benefit During the Income Phase 27
Required Distributions upon Contract Owner's Death 27
i
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- --------------------------------------------------------------------------------
PAGE
Charges and Fees 28
Charge Deduction Subaccount 28
Charges Deducted from the Contract Value 28
Surrender Charge 28
Free Withdrawal Amount 28
Surrender Charge for Excess Withdrawals 28
Premium Taxes 29
Administrative Charge 29
Transfer Charge 29
Charges Deducted from the Subaccounts 29
Mortality and Expense Risk Charge 29
Asset-Based Administrative Charge 29
Trust Expenses 30
The Annuity Options 30
Annuitization of Your Contract 30
Selecting the Annuity Start Date 31
Frequency of Annuity Payments 31
The Annuity Options 31
Income for a Fixed Period 31
Income for Life with a Period Certain 31
Joint Life Income 31
Annuity Plan 31
Payment When Named Person Dies 32
Other Contract Provisions 32
Reports to Contract Owners 32
Suspension of Payments 32
In Case of Errors in Your Application 32
Assigning the Contract as Collateral 32
Contract Changes-Applicable Tax Law 32
Free Look 32
Group or Sponsored Arrangements 33
Selling the Contract 33
Other Information 33
Voting Rights 33
State Regulation 34
Legal Proceedings 34
Legal Matters 34
Experts 34
Federal Tax Considerations 34
More Information About First Golden American Life Insurance
Company of New York 39
Financial Statements of First Golden American Life Insurance
Company of New York 51
Statement of Additional Information
Table of Contents 74
Appendix A
Condensed Financial Information A1
Appendix B
Market Value Adjustment Examples B1
Appendix C
Surrender Charge for Excess Withdrawals Example C1
ii
<PAGE>
- --------------------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:
SPECIAL TERM PAGE
Accumulation Unit 7
Annual Ratchet Enhanced Death Benefit 26
Annuitant 18
Annuity Start Date 17
Cash Surrender Value 20
Contract Date 17
Contract Owner 18
Contract Value 20
Contract Year 17
Fixed Interest Allocation 14
Free Withdrawal Amount 27
Market Value Adjustment 16
Net Investment Factor 7
Standard Death Benefit 26
The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:
TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals
1
<PAGE>
- --------------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES*
Surrender Charge:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
Transfer Charge.................................................... None**
* If you invested in a Fixed Interest Allocation, a Market Value
Adjustment may apply to certain transactions. This may increase or
decrease your contract value and/or your transfer or surrender amount.
** We may in the future charge $25 per transfer if you make more than 12
transfers in a contract year.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge.............................................. $ 30
(We waive this charge if the total of your premium payments is $100,000 or
more, or if your contract value at the end of a contract year is $100,000
or more.)
SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
STANDARD ENHANCED DEATH BENEFIT
DEATH BENEFIT ANNUAL RATCHET
------------- --------------
Mortality and Expense Risk Charge...... 1.10% 1.25%
Asset-Based Administrative Charge...... 0.15% 0.15%
----- -----
Total Separate Account Charges......... 1.25% 1.40%
*** As a percentage of average assets in each subaccount. The mortality
and expense risk charge and the asset-based administrative charge are
deducted daily.
2
<PAGE>
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Liquid Asset 0.56% 0.00% 0.56%
- --------------------------------------------------------------------------------
Limited Maturity Bond 0.56% 0.01% 0.57%
- --------------------------------------------------------------------------------
Global Fixed Income 1.60% 0.00% 1.60%
- --------------------------------------------------------------------------------
Fully Managed 0.96% 0.01% 0.97%
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Equity Income 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Investors 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
Value Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Rising Dividends 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Managed Global 1.25% 0.00% 1.25%
- --------------------------------------------------------------------------------
Large Cap Value 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
All Cap 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Capital Appreciation 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Capital Growth 1.04% 0.01% 1.05%
- --------------------------------------------------------------------------------
Strategic Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Small Cap 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Growth 1.04% 0.00% 1.04%
- --------------------------------------------------------------------------------
Real Estate 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Hard Assets 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Developing World 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------
Emerging Markets 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------
(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.
3
<PAGE>
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(1) EXPENSES(1)
- --------------------------------------------------------------------------------
PIMCO High Yield Bond 0.25% 0.50% 0.75%
- --------------------------------------------------------------------------------
PIMCO StocksPLUS Growth and Income 0.40% 0.25% 0.65%
- --------------------------------------------------------------------------------
(1) PIMCO has contractually agreed to reduce total annual portfolio
operating expenses to the extent they would exceed, due to the payment
of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
High Yield Bond and the StocksPLUS Growth and Income Portfolios,
respectively, of average daily net assets. Without such reductions,
total annual operating expenses for the fiscal year ended December 31,
1999 would have remained unchanged for both Portfolios. Under the
Expense Limitation Agreement, PIMCO may recoup any such waivers and
reimbursements in future periods, not exceeding three years, provided
total expenses, including such recoupment, do not exceed the annual
expense limit. The fees expressed are restated as of April 1, 2000.
ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
OTHER TOTAL EXPENSES
MANAGEMENT 12B-1 FEE(3) EXPENSES AFTER FEE WAIVER
FEE AFTER AFTER AFTER EXPENSE AND EXPENSE
PORTFOLIO FEE WAIVER(1)(2) FEE WAIVER REIMBURSEMENT(1)(2) REIMBURSEMENT(1)(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ING Global Brand Names 0.30% 0.15% 0.78% 1.23%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Since the portfolio had not commenced operations as of December 31,
1999, expenses as shown are based on estimates of the portfolio's
operating expenses for the portfolio's first fiscal year.
(2) ING Mutual Funds Management Co. LLC, the investment manager, has
entered into an expense limitation contract with the portfolio, under
which it will limit expenses of the portfolio as shown, excluding
interest, taxes, brokerage, and extraordinary expenses through
December 31, 2000. Fee waiver and/or reimbursements by the investment
manager may vary in order to achieve such contractually obligated
Total Expenses. Without this contract, and based on estimates for the
fiscal year ending December 31, 2000, total expenses are estimated to
be 2.03% for the portfolio.
(3) Pursuant to a Plan of Distribution adopted by the portfolio under Rule
12b-1 under the 1940 Act, the portfolio pays its distributor an annual
fee of up to 0.25% of average daily net assets attributable to
portfolio shares. The distribution fee may be used by the distributor
for the purpose of financing any activity which is primarily intended
to result in the sale of shares of the portfolio. For more information
see the portfolio's Statement of Additional Information.
THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE 12B-1 FEE(1) EXPENSES EXPENSES
- --------------------------------------------------------------------------------
Prudential Jennison 0.60% 0.25% 0.18% 1.03%
- --------------------------------------------------------------------------------
(1) The 12b-1 fee for the Prudential Jennison Portfolio is imposed to
enable to portfolio to recover certain sales expenses, including
compensation to broker-dealers, the cost of printing prospectuses for
delivery to prospective investors and advertising costs for the
portfolio. Over a long period of time, the total amount of 12b-1 fees
paid may exceed the amount of sales charges imposed by the product.
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. The tables reflect
expenses of Account NY-B as well as the expenses of the investment portfolios.
See the prospectuses of The GCG Trust, the PIMCO Variable Insurance Trust, ING
4
<PAGE>
Variable Insurance Trust and The Prudential Series Fund, Inc. for additional
information on portfolio expenses.
Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.
5
<PAGE>
EXAMPLES:
In the following examples, surrender charges may apply if you choose to
annuitize within the first 7 contract years. The examples also assume election
of the Annual Ratchet Enhanced Death Benefit and are based on an assumed 5%
annual return.
If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset ........................ $ 90 $113 $138 $233
Limited Maturity Bond ............... $ 90 $113 $138 $234
Global Fixed Income ................. $101 $144 $190 $336
Fully Managed ....................... $ 94 $125 $159 $275
Total Return ........................ $ 94 $123 $156 $269
Equity Income ....................... $ 94 $125 $158 $274
Investors ........................... $ 95 $126 $161 $279
Value Equity ........................ $ 94 $125 $158 $274
Rising Dividends .................... $ 94 $125 $158 $274
Managed Global ...................... $ 97 $134 $172 $302
Large Cap Value ..................... $ 95 $126 $161 $279
All Cap ............................. $ 95 $126 $161 $279
Research ............................ $ 94 $123 $156 $269
Capital Appreciation ................ $ 94 $125 $158 $274
Capital Growth ...................... $ 95 $128 $163 $283
Strategic Equity .................... $ 94 $125 $158 $274
Mid-Cap Growth ...................... $ 94 $123 $156 $269
Small Cap ........................... $ 94 $125 $158 $274
Growth .............................. $ 95 $127 $162 $282
Real Estate ......................... $ 94 $125 $158 $274
Hard Assets ......................... $ 94 $125 $158 $274
Developing World .................... $102 $148 $197 $349
Emerging Markets .................... $102 $148 $197 $349
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond ............... $ 92 $119 $147 $252
PIMCO StocksPLUS Growth
and Income ....................... $ 91 $115 $142 $242
ING VARIABLE INSURANCE TRUST
ING Global Brand Names .............. $ 97 $133 $171 $300
THE PRUDENTIAL SERIES FUND, INC .....
Prudential Jennison ................. $ 95 $127 $162 $281
6
<PAGE>
If you do not surrender your Contract or if you annuitize on the annuity start
date, you would pay the following expenses for each $1,000 invested:
THE GCG TRUST ...................... 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset ....................... $ 20 $ 63 $108 $233
Limited Maturity Bond .............. $ 20 $ 63 $108 $234
Global Fixed Income ................ $ 31 $ 94 $160 $336
Fully Managed ...................... $ 24 $ 75 $129 $275
Total Return ....................... $ 24 $ 73 $126 $269
Equity Income ...................... $ 24 $ 75 $128 $274
Investors .......................... $ 25 $ 76 $131 $279
Value Equity ....................... $ 24 $ 75 $128 $274
Rising Dividends ................... $ 24 $ 75 $128 $274
Managed Global ..................... $ 27 $ 84 $142 $302
Large Cap Value .................... $ 25 $ 76 $131 $279
All Cap ............................ $ 25 $ 76 $131 $279
Research ........................... $ 24 $ 73 $126 $269
Capital Appreciation ............... $ 24 $ 75 $128 $274
Capital Growth ..................... $ 25 $ 78 $133 $283
Strategic Equity ................... $ 24 $ 75 $128 $274
Mid-Cap Growth ..................... $ 24 $ 73 $126 $269
Small Cap .......................... $ 24 $ 75 $128 $274
Growth ............................. $ 25 $ 77 $132 $282
Real Estate ........................ $ 24 $ 75 $128 $274
Hard Assets ........................ $ 24 $ 75 $128 $274
Developing World ................... $ 32 $ 98 $167 $349
Emerging Markets ................... $ 32 $ 98 $167 $349
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond .............. $ 22 $ 69 $117 $252
PIMCO StocksPLUS Growth
and Income ...................... $ 21 $ 65 $112 $242
ING VARIABLE INSURANCE TRUST
ING Global Brand Names ............. $ 27 $ 83 $141 $300
THE PRUDENTIAL SERIES FUND, INC.
Prudential Jennison ................ $ 25 $ 77 $132 $281
The examples above reflect the annual administrative charge as an annual charge
of 0.04% of assets (based on an average contract value of $77,000). If the
Standard Death Benefit is elected instead of the Annual Ratchet Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account NY-B of First Golden ("Account NY-B") has its own
accumulation unit value. The accumulation units are valued each business day
that the New York Stock Exchange is open for trading. Their values may increase
or
7
<PAGE>
decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable investment
portfolio. Shares in the investment portfolios are valued at their net asset
value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the subaccount and reinvested in such subaccount. We
subtract from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the subaccount at the end of
the preceding business day.
(4) We then subtract the applicable daily mortality and expense risk
charge and the daily asset-based administrative charge from each
subaccount.
Calculations for the subaccounts are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Account NY-B offered in this prospectus and (ii) the total investment value
history of each such subaccount are presented in Appendix A - Condensed
Financial Information.
FINANCIAL STATEMENTS
The audited financial statements of Account NY-B for the year ended December 31,
1999 are included in the Statement of Additional Information. The audited
financial statements of First Golden for the years ended December 31, 1999, 1998
and 1997 are included in this prospectus.
PERFORMANCE INFORMATION
>From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Account NY-B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.
Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long the subaccount of Account
NY-B has been in existence. We may show other total returns for periods of less
than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Account NY-B, assuming an investment at the
beginning of the period, withdrawal of the investment at the end of the period,
and the deduction of all applicable portfolio and contract charges. We may also
show rates of total return on amounts invested at the beginning of the period
with no withdrawal at the end of the period. Total return figures which assume
no withdrawals at the end of the period will reflect all recurring charges, but
will not reflect the surrender charge. In addition, we may present historic
performance data for the investment portfolios since their inception reduced by
some or all of the fees and charges under the Contract. Such adjusted historic
performance includes data that precedes the inception dates of the subaccounts
of Account NY-B. This data is designed to show the performance that would have
resulted if the Contract had been in existence during that time.
Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding
8
<PAGE>
effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given
30-day period, after subtracting fees and expenses accrued during the period.
We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (a measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information, including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.
Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.
- --------------------------------------------------------------------------------
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
First Golden American Life Insurance Company of New York ("First Golden") was
incorporated on May 24, 1996 as a New York stock life insurance company. First
Golden is a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American"). Golden American is a wholly owned subsidiary of Equitable
of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of Iowa is wholly owned
subsidiary of ING Groep N.V. ("ING"), a global financial services holding
company based in The Netherlands. First Golden's financial statements appear in
this prospectus. First Golden is authorized to do business in Delaware and New
York.
Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc. (the investment advisor of The GCG Trust and the distributor of the
Contracts) and other interests. Equitable of Iowa and another ING affiliate own
ING Investment Management Co. LLC, one of the portfolio managers of The GCG
Trust and the ING Variable Insurance Trust. ING also owns Baring International
Investment Limited, another portfolio manager of The GCG Trust and ING
Investment Management Advisors B.V., another portfolio manager of the ING
Variable Insurance Trust.
Our principal office is located at 230 Park Avenue, Suite 966, New York, New
York 10169.
- --------------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------------
In this prospectus, we refer to The GCG Trust, the PIMCO Variable Insurance
Trust, ING Variable Insurance Trust and The Prudential Series Fund, Inc.
collectively as the "Trusts" and individually as a "Trust."
The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by First
Golden and other affiliated insurance companies. The GCG Trust may also sell its
shares to separate accounts of insurance companies, not affiliated with First
Golden. Pending SEC approval, shares of The GCG Trust may also be sold to
certain qualified pension and retirement plans. The principal address of The GCG
Trust is 1475 Dunwoody Drive, West Chester, PA 19380.
The PIMCO Variable Insurance Trust is a mutual fund whose shares are available
to separate accounts of insurance companies, including First Golden, for both
variable annuity contracts and variable life insurance
9
<PAGE>
policies and to qualified pension and retirement plans. The principal address of
the PIMCO Variable Insurance Trust is 840 Newport Center Drive, Suite 300,
Newport Beach, CA 92660.
ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by insurance
companies such as First Golden and Golden American. Pending SEC approval, shares
of ING Variable Insurance Trust may also be sold to variable annuity and
variable life insurance policies offered by other insurance companies, both
affiliated and unaffiliated with First Golden. The address of ING Variable
Insurance Trust is 1475 Dunwoody Drive, West Chester, PA 19380.
The Prudential Series Fund is also a mutual fund whose shares are available to
separate accounts funding variable annuity and variable life insurance polices
offered by The Prudential Insurance Company of America, its affiliated insurers
and other life insurance companies not affiliated with Prudential, including
Golden American. The address of the Prudential Series Fund is 751 Broad Street,
Newark, NJ 07102.
In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of The GCG Trust, the PIMCO Variable
Insurance Trust, and ING Variable Insurance Trust, the Board of Directors of The
Prudential Series Fund, Inc., and the management of Directed Services, Inc.,
Pacific Investment Management Company, ING Mutual Funds Management Co. LLC., The
Prudential Insurance Corporation, and any other insurance companies
participating in the Trusts will monitor events to identify and resolve any
material conflicts that may arise.
YOU WILL FIND MORE COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND,
INC. IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.
- --------------------------------------------------------------------------------
FIRST GOLDEN SEPARATE ACCOUNT NY-B
- --------------------------------------------------------------------------------
First Golden Separate Account NY-B ("Account NY-B") was established as a
separate account of First Golden on June 13, 1996. It is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 ("1940
Act").
Account NY-B is a separate investment account used for our variable annuity
contracts. We own all the assets in Account NY-B but such assets are kept
separate from our other accounts. Account NY-B is divided in subaccounts. Each
subaccount invests exclusively in shares of one investment portfolio of The GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust or The
Prudential Series Fund, Inc. Each investment portfolio has its own distinct
investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Account NY-B without regard to any other income, gains or losses
of the Company. Assets equal to the reserves and other contract liabilities with
respect to each are not chargeable with liabilities arising out of any other
business of the Company. They may, however, be subject to liabilities arising
from subaccounts whose assets we attribute to other variable annuity contracts
supported by Account NY-B. If the assets in Account NY-B exceed the required
reserves and other liabilities, we may transfer the excess to our general
account. We are obligated to pay all benefits and make all payments provided
under the Contracts.
We currently offer other variable annuity contracts that invest in Account NY-B
but are not discussed in this prospectus. Account NY-B may also invest in other
investment portfolios which are not available under your Contract.
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- --------------------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL.
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objective. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND,
INC. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING. TO OBTAIN FREE COPIES
OF THESE PROSPECTUSES, PLEASE WRITE TO OUR CUSTOMER SERVICE CENTER AT P.O. BOX
2700, WEST CHESTER, PENNSYLVANIA 19380 OR CALL (800) 366-0066 OR ACCESS THE
SEC'S WEBSITE (http://www.sec.gov).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------------------
THE GCG TRUST
<S> <C>
Liquid Asset Seeks high level of current income consistent with the
preservation of capital and liquidity.
Invests primarily in obligations of the U.S. Government and
its agencies and instrumentali-ties, bank obligations,
commercial paper and short-term corporate debt securities.
All securities will mature in less than one year.
------------------------------------------------------------
Limited Maturity Bond Seeks highest current income consistent with low risk to
principal and liquidity. Also seeks to enhance its total
return through capital appreciation when market factors,
such as falling interest rates and rising bond prices,
indicate that capital appreciation may be available without
significant risk to principal.
Invests primarily in diversified limited maturity debt
securities with average maturity dates of five years or
shorter and in no cases more than seven years.
------------------------------------------------------------
Global Fixed Income Seeks high total return.
Invests primarily in high-grade fixed income securities,
both foreign and domestic.
------------------------------------------------------------
Fully Managed Seeks, over the long term, a high total investment return
consistent with the preservation of capital and with prudent
investment risk.
Invests primarily in the common stocks of established
companies believed by the portfolio manager to have
above-average potential for capital growth.
------------------------------------------------------------
Total Return Seeks above-average income (compared to a portfolio entirely
invested in equity securities) consistent with the prudent
employment of capital.
Invests primarily in a combination of equity and fixed
income securities.
------------------------------------------------------------
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- --------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------------------
Equity Income Seeks substantial dividend income as well as long-term
growth of capital.
Invests primarily in common stocks of well-established
companies paying above-average dividends.
------------------------------------------------------------
Investors Seeks long-term growth of capital. Current income is a
secondary objective.
Invests primarily in equity securities of U.S. companies and
to a lesser degree, debt securities.
------------------------------------------------------------
Value Equity Seeks capital appreciation. Dividend income is a secondary
objective.
Invests primarily in common stocks of domestic and foreign
issuers which meet quantitative standards relating to
financial soundness and high intrinsic value relative to
price.
------------------------------------------------------------
Rising Dividends Seeks capital appreciation. A secondary objective is
dividend income.
Invests in equity securities that meet the following quality
criteria: regular dividend increases; 35% of earnings
reinvested annually; and a credit rating of "A" to "AAA."
------------------------------------------------------------
Managed Global Seeks capital appreciation. Current income is only an
incidental consideration.
Invests primarily in common stocks traded in securities
markets throughout the world.
------------------------------------------------------------
Large Cap Value Seeks long-term growth of capital and income.
Invests primarily in equity and equity-related securities of
companies with market capitalization greater than $1
billion.
------------------------------------------------------------
All Cap Seeks capital appreciation through investment in securities
which the portfolio manager believes have above-average
capital appreciation potential.
Invests primarily in equity securities of U.S. companies of
any size.
------------------------------------------------------------
Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or securities convertible
into common stocks of companies believed to have better than
average prospects for long-term growth.
------------------------------------------------------------
Capital Appreciation Seeks long-term capital growth.
Invests primarily in equity securities believed by the
portfolio manager to be undervalued.
------------------------------------------------------------
Capital Growth Seeks long-term total return.
Invests primarily in common stocks of companies where the
potential for change (earnings acceleration) is significant.
------------------------------------------------------------
Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium- and
small-sized companies.
------------------------------------------------------------
12
<PAGE>
- --------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of companies with
medium market capitalization which the portfolio manager
believes have above-average growth potential.
------------------------------------------------------------
Small Cap Seeks long-term capital appreciation.
Invests primarily in equity securities of companies that
have a total market capitalization within the range of
companies in the Russell 2000 Growth Index or the Standard &
Poor's Small-Cap 600 Index.
------------------------------------------------------------
Growth Seeks capital appreciation.
Invests primarily in common stocks of growth companies that
have favorable relationships between price/earnings ratios
and growth rates in sectors offering the potential for
above-average returns.
------------------------------------------------------------
Real Estate Seeks capital appreciation. Current income is a secondary
objective.
Invests primarily in publicly traded real estate equity
securities.
------------------------------------------------------------
Hard Assets Seeks long-term capital appreciation.
Invests primarily in hard asset securities. Hard asset
companies produce a commodity which the portfolio manager is
able to price on a daily or weekly basis.
------------------------------------------------------------
Developing World Seeks capital appreciation.
Invests primarily in equity securities of companies in
developing or emerging countries.
------------------------------------------------------------
Emerging Markets Seeks long-term capital appreciation.
Invests primarily in equity securities of companies in at
least six different emerging market countries.
------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Seeks to maximize total return, consistent with preservation
of capital and prudent investment management.
Invests at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by Moody's Investor
Services, Inc. or Standard & Poor's or, if unrated,
determined by the portfolio manager to be of comparable
quality.
------------------------------------------------------------
PIMCO StocksPLUS
Growth and Income Seeks to achieve a total return which exceeds the total
return performance of the S&P 500.
Invests primarily in common stocks, options, futures,
options on futures and swaps.
------------------------------------------------------------
ING VARIABLE INSURANCE TRUST
ING Global Brand Names Seeks to provide investors with long-term capital
appreciation.
Invests at least 65% of its total assets in equity
securities of companies that have a well recognized
franchise, a global presence and derive most of their
revenues from sales of consumer goods.
13
<PAGE>
- --------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison Seeks long-term growth of capital. Dividend income from
investments will be incidental.
Invests primarily in companies that have shown growth in
earnings and sales, high return on equity and assets or
other strong financial data and are also attractively valued
in the opinion of the manager.
------------------------------------------------------------
Seeks long-term growth of capital. through investment
primarily in common stocks of established companies with
above average growth prospects.
Invests primarily in companies that have shown growth in
earnings and sales, high return on equity and assets or
other strong financial data and are also attractively valued
in the opinion of the manager. Dividend income from
investments will be incidental.
------------------------------------------------------------
</TABLE>
INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to manage the assets of each portfolio
of the GCG Trust. Directed Services provides or procures, at its own expense,
the services necessary for the operation of the portfolios. Directed Services
(and not the GCG Trust) pays each portfolio manager a monthly fee for managing
the assets of a portfolio, based on the annual rates of the average daily net
assets of a portfolio. For a list of the portfolio managers, see the front cover
of this prospectus. Directed Services does not bear the expense of brokerage
fees and other transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expenses of the independent trustees,
and extraordinary expenses, such as litigation or indemnification expenses.
Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio.
ING Mutual Funds Management Co. LLC ("ING") serves as the overall manager of ING
Variable Insurance Trust. ING supervises all aspects of the Trust's operations
and provides investment advisory services to the portfolios of the Trust,
including engaging portfolio managers, as well as monitoring and evaluating the
management of the assets of each portfolio by its portfolio manager. ING, as
well as each portfolio manager it engages, is a wholly owned indirect subsidiary
of ING Groep N.V.
The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for The Prudential Series Fund, Inc. Prudential is
responsible for the management of The Prudential Series Fund, Inc. and provides
investment advice and related services. Prudential engages Jennison Associates
LLC to serve as sub-adviser for the Prudential Jennison Portfolio and to provide
day-to-day management. Prudential pays the sub-adviser out of the fee Prudential
receives from The Prudential Series Fund, Inc.
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.
We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable
14
<PAGE>
to our services. It is anticipated that such compensation will be based on
assets of the particular portfolios attributable to the Contract. The
compensation paid by advisors, administrators or distributors may vary.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S ADVISORY FEES IN
THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.
- --------------------------------------------------------------------------------
THE FIXED INTEREST ALLOCATION
- --------------------------------------------------------------------------------
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years, although
we may not offer all these periods in the future. You may select one or more
guaranteed interest periods at any one time. We will credit your Fixed Interest
Allocation with a guaranteed interest rate for the interest period you select,
so long as you do not withdraw money from that Fixed Interest Allocation before
the end of the guaranteed interest period. Each guaranteed interest period ends
on its maturity date which is the last day of the month in which the interest
period is scheduled to expire.
If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the applicable
guaranteed interest period, we will apply a Market Value Adjustment to the
transaction. A Market Value Adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current interest rates
at the time of the transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN
YOUR PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.
Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customers, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.
SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered.
Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawals), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate, which yields the quoted
guaranteed interest rate.
GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also
15
<PAGE>
consider other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative expenses
borne by us, general economic trends and competitive factors. We cannot predict
the level of future interest rates but no Fixed Interest Allocation will ever
have a guaranteed interest rate of less than 3% per year.
We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.
TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account NY-B. Unless you tell us the Fixed Interest
Allocations from which such transfers will be made, we will transfer amounts
from your Fixed Interest Allocations starting with the guaranteed interest
period nearest its maturity date, until we have honored your transfer request.
The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $250. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer is subject to a Market Value Adjustment.
On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccount(s) and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.
At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.
WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax.
If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
invested, unless the withdrawal exceeds the contract value in the subaccounts.
If there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.
16
<PAGE>
MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii) if
on the annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.
We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:
N/365
((1+I)/(1+J+.0025)) -1
Where,
o "I" is the Index Rate for a Fixed Interest Allocation on the first day
of the guaranteed interest period;
o "J" is the Index Rate for a new Fixed Interest Allocation with a
guaranteed interest period equal to the time remaining in the
guaranteed interest period, at the time of calculation; and
o "N" is the remaining number of days in the guaranteed interest period
at the time of calculation.
The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average is currently based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.
A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.
Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.
- --------------------------------------------------------------------------------
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of The GCG Trust, the PIMCO
Variable Insurance Trust, ING Variable Insurance Trust and The Prudential Series
Fund, Inc., funded by Account NY-B. It also provides a means for you to invest
in a Fixed Interest Allocation through the Fixed Account.
17
<PAGE>
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.
ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.
CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.
The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.
If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.
JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.
ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.
The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).
If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.
If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be
18
<PAGE>
the beneficiary. If the annuitant was the sole contract owner and there is no
beneficiary designation, the annuitant's estate will be the beneficiary.
Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).
If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.
One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.
You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.
CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit and the guaranteed death benefit. You
may also change the beneficiary. All requests for changes must be in writing and
submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.
PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of $500 or more ($250 for qualified
Contracts) at any time after the free look period before you turn age 85. Under
certain circumstances, we may waive the minimum premium payment requirement. We
may also change the minimum initial or additional premium requirements for
certain group or sponsored arrangements. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.
CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be credited to a Contract within 1
business day if we receive all information necessary. In certain states we also
accept initial and additional premium payments by wire order. Wire transmittals
must be accompanied by sufficient electronically transmitted data. We may retain
premium payments for up to 5 business days while attempting to complete an
incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.
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We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocations specified by you within 2 business days.
We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.
Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account NY-B with respect to your
Contract. The net investment results of each subaccount vary with its investment
performance.
We may require that an initial premium designated for a subaccount of Account
NY-B or the Fixed Account be allocated to a subaccount specially designated by
the Company (currently, the Liquid Asset subaccount) during the free look
period. After the free look period, we will convert your contract value (your
initial premium plus any earnings less any expenses) into accumulation units of
the subaccounts you previously selected. The accumulation units will be
allocated based on the accumulation unit value next computed for each
subaccount. Initial premiums designated for Fixed Interest Allocations will be
allocated to a Fixed Interest Allocation with the guaranteed interest period you
have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.
ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.
CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocations is the sum of premium payments allocated to the Fixed
Interest Allocations under the Contract, plus contract value transferred to the
Fixed Interest Allocations, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawals), contract fees, and premium taxes.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation will be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).
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On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:
(1) We take the contract value in the subaccount at the end of the
preceding business day.
(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments, and then add or
subtract any transfers to or from that subaccount
(5) We subtract from (4) any withdrawals and any related charges, and then
subtract any contract fees and premium taxes.
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, and any other charges incurred
but not yet deducted.
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.
Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.
THE SUBACCOUNTS
Each of the 27 subaccounts of Account NY-B offered under this prospectus invests
in an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account NY-B invests in a corresponding portfolio
of the GCG Trust, a corresponding portfolio of the PIMCO Variable Insurance
Trust, a corresponding portfolio of the ING Variable Insurance Trust, or a
corresponding portfolio of the Prudential Series Fund, Inc.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.
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We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio,
unless you request otherwise.
We also reserve the right to: (i) deregister Account NY-B under the 1940 Act;
(ii) operate Account NY-B as a management company under the 1940 Act if it is
operating as a unit investment trust; (iii) operate Account NY-B as a unit
investment trust under the 1940 Act if it is operating as a managed separate
account; (iv) restrict or eliminate any voting rights as to Account NY-B; and
(v) combine Account NY-B with other accounts.
We will, of course, provide you with written notice before any of these changes
are effected.
THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.
OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts. These contracts have different charges that
could effect their performance, and many offer different benefits more suitable
to your needs. To obtain more information about these other contracts, contact
our Customer Service Center or your registered representative.
OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.
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WITHDRAWALS
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Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.
You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.
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We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.
SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it starts at least 28 days after your
contract date. You also select the date on which the systematic withdrawals will
be made, but this date cannot be later than the 28th day of the month. If you
have elected to receive systematic withdrawals but have not chosen a date, we
will make the withdrawals on the same calendar day of each month as your
contract date. If your contract date is after the 28th, your systematic
withdrawal will be made on the 28th day of each month.
Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:
MAXIMUM PERCENTAGE
FREQUENCY OF CONTRACT VALUE
Monthly 1.25%
Quarterly 3.75%
Annually 15.00%
If your systematic withdrawal is a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the amount
withdrawn so that it equals such percentage. Thus, your fixed dollar systematic
withdrawals will never exceed the maximum percentage. If you want fixed dollar
systematic withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic Withdrawal
Feature which you may add to your regular systematic withdrawal program.
If your systematic withdrawal is based on a percentage of your contract value
and the amount to be systematically withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long as it
does not exceed the maximum percentage. If the systematic withdrawal would
exceed the maximum percentage, we will send the amount, and then automatically
cancel your systematic withdrawal option.
Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) or 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.
You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your
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withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.
FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 15% of your contract
value as determined on the day we receive your election of this feature. The
maximum limit will not be recalculated when you make additional premium
payments, unless you instruct us to do so. We will assess a surrender charge on
the withdrawal date if the systematic withdrawal exceeds the maximum limit as
calculated on the withdrawal date. We will assess a Market Value Adjustment on
the withdrawal date if the systematic withdrawal from a Fixed Interest
Allocation exceeds your interest earnings on the withdrawal date. We will apply
the surrender charge and any Market Value Adjustment directly to your contract
value (rather than to the systematic withdrawal) so that the amount of each
systematic withdrawal remains fixed.
Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Internal Revenue Code (the "Code")
may exceed the maximum. Such withdrawals are subject to surrender charges and
Market Value Adjustment when they exceed the applicable free withdrawal amount.
IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("IRS")
rules governing mandatory distributions under qualified plans. We will send you
a notice before your distributions commence. You may elect to take IRA
withdrawals at that time, or at a later date. You may not elect IRA withdrawals
and participate in systematic withdrawals at the same time. If you do not elect
to take IRA withdrawals, and distributions are required by federal tax law,
distributions adequate to satisfy the requirements imposed by federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.
You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.
You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.
You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.
An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.
CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made
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before the taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See
"Federal Tax Considerations" for more details.
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TRANSFERS AMONG YOUR INVESTMENTS
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You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgment or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date
unless the transfer is made under the dollar cost averaging program.
Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.
To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account NY-B and the Company will not be
liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone.
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a 1-year
guaranteed interest period. These subaccounts or Fixed Interest Allocation serve
as the source accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccounts selected by you.
The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.
You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. If your source account is the Limited
Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12. You may change the transfer
amount once each contract year.
Transfers from a Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment.
If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any
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time by sending satisfactory notice to our Customer Service Center at least 7
days before the next transfer date. A Fixed Interest Allocation may not
participate in the dollar cost averaging program and in systematic withdrawals
at the same time.
We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, or
otherwise modify, suspend or terminate this program. Of course, such change will
not affect any dollar cost averaging programs in operation at the time.
AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account NY-B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated to the Fixed Account. The program may be
used in conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata. Automatic rebalancing is not available if you participate in
dollar cost averaging. Automatic rebalancing will not take place during the free
look period.
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.
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DEATH BENEFIT CHOICES
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required claims forms, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For more
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."
You may choose from the following 2 death benefit choices: (1) the Standard
Death Benefit Option; and (2) the Annual Ratchet Enhanced Death Benefit Option.
Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the enhanced death benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the guaranteed death benefit.
STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you choose the Annual Ratchet Enhanced Death Benefit. The
Standard Death Benefit under the Contract is the greatest of (i) your contract
value; (ii) total premium payments less any withdrawals; and (iii) the cash
surrender value.
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ANNUAL RATCHET ENHANCED DEATH BENEFIT. The Annual Ratchet Enhanced Death
Benefit under the Contract is the greatest of (i) the contract value; (ii) total
premium payments less any withdrawals; (iii) the cash surrender value; and (iv)
the enhanced death benefit as calculated below.
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HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
FOR THE ANNUAL RATCHET ENHANCED DEATH BENEFIT
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On each contract anniversary that occurs on or before the contract
owner turns age 80, we compare the prior enhanced death benefit to the
contract value and select the larger amount as the new enhanced death
benefit.
On all other days, the enhanced death benefit is the amount determined
below. We first take the enhanced death benefit from the preceding day
(which would be the initial premium if the valuation date is the
contract date) and then we add additional premiums paid since the
preceding day, then we subtract any withdrawals (including any Market
Value Adjustment applied to such withdrawals) since the preceding day,
then we subtract any associated surrender charges. That amount becomes
the new enhanced death benefit.
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The Annual Ratchet Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is less than 80 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit may not be available
where a Contract is held by joint owners.
DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under the Contract which do
not satisfy the requirements of Section 72(s) of the Code.
If any owner of a non-qualified Contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.
Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by First Golden will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.
If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on
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the owner's date of death. Such cash payment will be in full settlement of all
our liability under the Contract.
If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.
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CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.
CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.
CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:
SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.
SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in
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each subaccount or Fixed Interest Allocation from which the excess withdrawal
was taken. In instances where the excess withdrawal equals the entire contract
value in such subaccounts or Fixed Interest Allocations, we will deduct charges
proportionately from all other subaccounts and Fixed Interest Allocations in
which you are invested. ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE
THAN 30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.
For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.
PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.
We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time the initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract, when you take an excess
withdrawal or on the annuity start date.
ADMINISTRATIVE CHARGE. We deduct the annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
First Golden. We deduct the charge proportionately from all subaccounts in which
you are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.
TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected the Annual Ratchet Enhanced Death Benefit, the charge, on an annual
basis, is equal to 1.25% of the assets you have in each subaccount. The charge
is deducted each business day at the rate of .003446% for each day since the
previous business day.
ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. The charge is deducted
daily from your assets in each subaccount in order to compensate First Golden
for a portion of the administrative expenses under the Contract.
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TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56% to
1.75%. See "Fees and Expenses" in this Prospectus for details.
Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.
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THE ANNUITY OPTIONS
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ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change the annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.
You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.
The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.
For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.
Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate), the total contract
value applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.
Our approval is needed for any option where:
(1) The person named to receive payment is other than the contract owner
or beneficiary;
(2) The person named is not a natural person, such as a corporation; or
(3) Any income payment would be less than the minimum annuity income
payment allowed.
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SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday. If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.
If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday.
If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. See "Federal Tax Considerations" and the
Statement of Additional Information. For a Contract purchased in connection with
a qualified plan, other than a Roth IRA, distributions must commence not later
than April 1st of the calendar year following the calendar year in which you
attain age 70 1/2 or, in some cases, retire. Distributions may be made through
annuitization or withdrawals. You should consult your tax adviser for tax
advice.
FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.
THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.
OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.
OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period instead. Under this
arrangement, income is guaranteed until payments equal the amount applied. If
the person named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the amount
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.
OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.
OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the 1940 Act, it will comply with the requirements of
such Act.
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PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and First Golden. The amounts
we will pay are determined as follows:
(1) For Option 1, or any remaining guaranteed payments under Option 2, we
will continue payments. Under Options 1 and 2, the discounted values
of the remaining guaranteed payments may be paid in a single sum. This
means we deduct the amount of the interest each remaining guaranteed
payment would have earned had it not been paid out early. The discount
interest rate is never less than 3% for Option 1 and 3.50% for Option
2 per year. We will, however, base the discount interest rate on the
interest rate used to calculate the payments for Options 1 and 2 if
such payments were not based on the tables in the Contract.
(2) For Option 3, no amounts are payable after both named persons have
died.
(3) For Option 4, the annuity option agreement will state the amount we
will pay, if any.
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OTHER CONTRACT PROVISIONS
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REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies in the
report or in any confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account NY-B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account NY-B may not reasonably occur or so that the Company may not
reasonably determine the value of Account NY-B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.
IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.
CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity. You will be given advance notice of such changes.
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FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. To cancel,
you need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it. We will refund the contract value. For purposes of
the refund during the free look period, we include a refund of any charges
deducted from your contract value. Because of the market risks associated with
investing in the portfolios, the contract value returned may be greater or less
than the premium payment you paid. We may, in our discretion, require that
premiums designated for investment in the subaccounts as well as premiums
designated for a Fixed Interest Allocation be allocated to the specially
designated subaccount during the free look period. Your Contract is void as of
the day we receive your Contract and your request. We determine your contract
value at the close of business on the day we receive your written refund
request. If you keep your Contract after the free look period and the investment
is allocated to a subaccount specially designated by the Company, we will put
your money in the subaccount(s) chosen by you, based on the accumulation unit
value next computed for each subaccount, and/or in the Fixed Interest Allocation
chosen by you.
GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.
SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account NY-B and other
separate accounts of First Golden and Golden American Life Insurance Company. We
pay Directed Services for acting as principal underwriter under a distribution
agreement, which in turn pays the writing agent. The principal address of
Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
contract.
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UNDERWRITER COMPENSATION
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NAME OF PRINCIPAL AMOUNT OF OTHER
UNDERWRITER COMMISSION TO BE PAID COMPENSATION
Directed Services, Inc. Maximum of 6.5% Reimbursement of any
of any initial covered expenses incurred
or additional by registered
premium payments except representatives in
when combined with some connection with
annual trail commissions. the distribution
of the Contracts
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Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).
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OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-B according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account NY-B which are not attributable to contract owners in the same
proportion.
STATE REGULATION
We are regulated by the Insurance Department of the State of New York. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The variable Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual
statements of our operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.
LEGAL PROCEEDINGS
The Company and its parent, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and other
lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account NY-B.
LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of First Golden.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.
EXPERTS
The audited financial statements of First Golden and Account NY-B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or incorporated by
reference in the Statement of Additional Information and in the Registration
Statement and are included or incorporated by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
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FEDERAL TAX CONSIDERATIONS
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The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.
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TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals for
whom premium payments are comprised solely of proceeds from and/or contributions
under retirement plans that are intended to qualify as plans entitled to special
income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax status. In
addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan and receiving distributions
from a qualified Contract in order to continue receiving favorable tax
treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.
TAX STATUS OF THE CONTRACTS
DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for the Contracts to be
treated as annuity contracts for federal income tax purposes. It is intended
that Account NY-B, through the subaccounts, will satisfy these diversification
requirements.
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account NY-B assets, we reserve the
right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Account NY-B assets supporting the Contract.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise.
Other rules may apply to Qualified Contracts.
The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.
TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)
TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration paid for the contract) during the taxable year. There are
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some exceptions to this rule and a prospective contract owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.
WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time. The tax treatment of
market value adjustments is uncertain. You should consult a tax adviser if you
are considering taking a withdrawal from your Contract in circumstances where a
market value adjustment would apply.
In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.
PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:
o made on or after the taxpayer reaches age 59 1/2;
o made on or after the death of a contract owner;
o attributable to the taxpayer's becoming disabled; or
o made as part of a series of substantially equal periodic payments for
the life (or life expectancy) of the taxpayer.
Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.
ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.
TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax advisor as to the tax consequences.
WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.
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TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.
DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For Qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.
For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.
WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchaser of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.
37
<PAGE>
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.
ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.
ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The IRS has not ruled
whether an Enhanced Death Benefit could be characterized as an incidental
benefit, the amount of which is limited in any Code section 401(a) pension or
profit-sharing plan or Code section 403(b) tax-sheltered annuity. Employers
using the Contract may want to consult their tax adviser regarding such
information. Further, the IRS has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced Death
Benefit provision in the Contract comports with IRA qualification requirements.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.
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- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden should be read in
conjunction with the financial statements, and notes thereto included in this
Prospectus.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a wholly owned subsidiary of
ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes, the
change in control of First Golden was accounted for as a purchase effective
October 25, 1997. This merger resulted in a new basis of accounting reflecting
estimated fair values of assets and liabilities at the merger date. As a result,
the GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.
<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
POST-MERGER | PRE-MERGER
------------------------------------------ | -------------------------
| For the
For the | Period For the
For the For the Period | January 1, Period
Year Year October 25, | 1997 December 17,
Ended Ended 1997 through | through 1996 through
December 31, December 31, December 31, | October 24, December 31,
1999 1998 1997 | 1997 1996
------------ ------------ ------------ | ----------- ------------
<S> <C> <C> <C> <C>
Annuity Product Charges ...... $ 556 $ 239 $ 8 | $ 4 --
Net Income before Federal |
Income Tax ................ $ 1,380 $ 1,277 $ 97 | $ 953 $ 65
Net Income ................... $ 811 $ 775 $ 63 | $ 666 $ 42
Total Assets ................. $83,078 $66,034 $33,927 | N/A $24,967
Total Liabilities ............ $56,420 $38,924 $ 7,832 | N/A $ 24
Total Stockholder's Equity ... $26,658 $27,110 $26,095 | N/A $24,943
</TABLE>
The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe the
differences between SAP and GAAP. See First Golden's Annual Report for more
detail.
<TABLE>
<CAPTION>
SELECTED STATUTORY FINANCIAL DATA
(IN THOUSANDS)
---------------------------------------------------------
For The Years Ended
---------------------------------------------------------
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Premiums and Annuity Considerations .......... $ -- $ 9,005 $ 2,514
Net Income (Loss) before Federal Income Tax .. $ 1,629 $ (938) $ 635
Net Income (Loss) ............................ $ 790 $ (966) $ 439
Total Assets ................................. $ 80,009 $ 62,469 $ 32,965
Total Liabilities ............................ $ 54,927 $ 38,092 $ 7,541
Total Capital and Surplus .................... $ 25,082 $ 24,377 $ 25,424
</TABLE>
39
<PAGE>
BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable products remains strong for several reasons including: strong stock
market performance over the last four years; relatively low interest rates; an
aging U. S. population that is increasingly concerned about retirement, estate
planning, and maintaining their standard of living in retirement; and potential
reductions in government and employer-provided benefits at retirement, as well
as lower public confidence in the adequacy of those benefits.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze First Golden American Life
Insurance Company of New York's ("First Golden" or the "Company") results of
operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources is also provided. This analysis
should be read jointly with the financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report.
RESULTS OF OPERATIONS
MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa and Golden
American Life Insurance Company ("Golden American" or "Parent") and their wholly
owned subsidiaries. In addition, Equitable owned all the outstanding capital
stock of Locust Street Securities, Inc., Equitable Investment Services, Inc.
(subsequently dissolved), Directed Services, Inc., Equitable of Iowa Companies
Capital Trust, Equitable of Iowa Companies Capital Trust II, and Equitable of
Iowa Securities Network, Inc. (subsequently renamed ING Funds Distributor,
Inc.). In exchange for the outstanding capital stock of Equitable, ING paid
total consideration of approximately $2.1 billion in cash and stock and assumed
approximately $400 million in debt. As a result of this transaction, Equitable
was merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC"), a Delaware corporation.
For financial statement purposes, the change in control of the Company through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Company's financial
statements for the periods after October 24, 1997 are presented on the
Post-Merger new basis of accounting. The financial statements for October 24,
1997 and prior periods are presented on the Pre-Merger historical cost basis of
accounting.
The purchase price was allocated to EIC and its subsidiaries with $25.9 million
allocated to the Company. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $96,000 attributed to the Company. Goodwill resulting from the merger
is being amortized over 40 years on a straight-line basis. The carrying value
will be reviewed periodically for any indication of impairment in value.
PREMIUMS. The Company reported variable annuity premiums of $11.7 million for
the year ended December 31, 1999 and $29.2 million for the year ended December
31, 1998. This decrease was mainly due to the discontinuance of a sales
relationship with a distributor that sold 62.1% of the Company's products during
1998. This distributor discontinued the sales relationship as of July, 1999 for
new business.
For the Company's variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these products
are recognized over time in the form of investment spread and product charges.
40
<PAGE>
Premiums, net of reinsurance, for variable products from three significant
broker/dealers, each having at least ten percent of total sales, for the year
ended December 31, 1999 totaled $10.6 million, or 90.6% of premiums compared to
$27.5 million, or 94.4% from three significant broker/dealers for the year ended
December 31, 1998.
REVENUES. Product charges from variable annuities totaled $556,000 in 1999 and
$239,000 in 1998. This increase is due to higher account balances associated
with the Company's fixed account and separate account options. Net investment
income was $2.1 million for the year ended December 31, 1999. This was an
increase of 16.4% compared to net investment income of $1.8 million for the year
ended December 31, 1998. The Company recognized realized losses of $166,000
during 1999 compared to a realized gain of $24,000 from the sale of investments
during 1998.
EXPENSES. The Company reported total insurance benefits and expenses of $1.2
million for the year ended December 31, 1999 and $830,000 for the year ended
December 31, 1998. Insurance benefits and expenses consisted of interest
credited to account balances, benefit claims incurred in excess of account
balances, commissions, general expenses, insurance taxes, state licenses, and
fees, amortization of deferred policy acquisition expenses, goodwill, and value
of purchased insurance in force, net of deferred policy acquisition costs.
Interest credited to account balances was $590,000 and $376,000 for the years
ended December 31, 1999 and December 31, 1998, respectively. This increase is
primarily due to higher average account balances associated with the Company's
fixed account option within the variable product.
Commissions, general expenses, and insurance taxes, state licenses, and fees
were $697,000, $362,000 and $128,000, respectively, for the year ended December
31, 1999. For the year ended December 31, 1998, commissions, general expenses,
and insurance taxes, state licenses, and fees were $1.8 million, $834,000 and
$44,000, respectively. Most costs incurred as the result of sales have been
deferred, thus having very little impact on current earnings.
The Company's deferred policy acquisition costs ("DPAC") was eliminated and an
asset of $132,000 representing value of purchased insurance in force ("VPIF")
was established for policies in force at the merger date. The Company deferred
$879,000 of expenses associated with the sale of variable annuity contracts for
the year ended December 31, 1999. Expenses of $2.3 million were deferred for the
year ended December 31, 1998. These acquisition costs are amortized in
proportion to the expected gross profits. Amortization of DPAC was $201,000 and
$76,000 for the years ended December 31, 1999 and 1998, respectively. The
amortization of VPIF was $35,000 for the year ended December 31, 1999 and $8,000
for the year ended December 31, 1998. During 1999 and 1998, VPIF was adjusted to
increase amortization by $3,000 and $6,000, respectively, to reflect changes in
the assumptions related to the timing of future gross profits. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
INCOME. Net income for the year ended December 31, 1999 was $811,000. This was
an increase of $36,000 from net income for the year ended December 31, 1998.
Comprehensive loss for 1999 was $452,000, a decrease of approximately $1.5
million from $1.0 million for 1998.
FINANCIAL CONDITION
RATINGS. Currently, the Company's ratings are A+ by A.M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").
INVESTMENTS. First Golden's assets are invested in accordance with applicable
laws. These laws govern the nature and the quality of investments that may be
made by life insurance companies and the percentage of their assets that may
be committed to any particular type of investment. In general, these laws
permit investments, within specified limits subject to certain qualifications,
in federal, state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate, and certain other
investments.
41
<PAGE>
First Golden purchases investments in accordance with investment guidelines that
take into account investment quality, liquidity, and diversification and invests
primarily in investment grade securities. All of First Golden's assets except
for variable separate account assets are available to meet its obligations under
the contracts.
All of the Company's investments are carried at fair value in the Company's
financial statements. The decrease in the carrying value of the Company's
investment portfolio was due to changes in unrealized depreciation of fixed
maturities. The Company manages the growth of insurance operations in order to
maintain adequate capital ratios.
FIXED MATURITIES. At December 31, 1999, the Company had fixed maturities with an
amortized cost of $29.2 million and an estimated fair value of $28.1 million.
The Company classifies 100% of its securities as available for sale. Net
unrealized depreciation on fixed maturities of $1.1 million was comprised
entirely of gross depreciation. Net unrealized holding losses on these
securities, net of adjustments for VPIF, DPAC, and deferred income taxes of
$603,000 was included in stockholder's equity at December 31, 1999.
The individual securities in the Company's fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U. S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($18.6 million or 63.6%), that are rated BBB+ to
BBB- by Standard & Poor's ($9.1 million or 31.1%), and below investment grade
securities which are securities issued by corporations that are rated BB+ to BB-
by Standard & Poor's ($1.5 million or 5.3%).
Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities. The Company intends to purchase
additional below investment grade securities, but it does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1999, the yield at amortized cost on the
Company's below investment grade portfolio was 7.3% compared to 6.7% for the
Company's investment grade corporate bond portfolio. The Company estimates the
fair value of its below investment grade portfolio was $1.4 million, or 94.0% of
amortized cost value, at December 31, 1999.
Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are issuers of investment grade securities.
The Company attempts to reduce the overall risk in its below investment grade
portfolio, as in all of its investments, through careful credit analysis, strict
investment policy guidelines, and diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Company's ability to
realize the carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of the
impaired security is written down to fair value, which becomes the new cost
basis. The amount of the write-down is included in earnings as a realized loss.
Future events may occur, or additional or updated information may be received,
which may necessitate future write-downs of securities in the Company's
portfolio. Significant write-downs in the carrying value of investments could
materially adversely affect the Company's net income in future periods.
During the year ended December 31, 1999, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $10.8 million as a result of
sales, maturities, and scheduled principal repayments. In total, net pre-tax
losses from sales, calls, and scheduled principal repayments of fixed maturities
amounted to $166,000 in 1999.
At December 31, 1999, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1999, the Company had no
investment in default. The Company's fixed maturities portfolio had a combined
yield at amortized cost of 6.5% at December 31, 1999.
42
<PAGE>
OTHER ASSETS. DPAC represents certain deferred costs of acquiring new insurance
business, principally first year commissions and interest bonuses and other
expenses related to the production of new business after the merger. The
Company's DPAC was eliminated as of the merger date and an asset of $132,000
representing VPIF was established for all policies in force at the merger date.
VPIF is amortized into income in proportion to the expected gross profits of in
force acquired in a manner similar to DPAC amortization. Any expenses which vary
directly with the sales of the Company's products are deferred and amortized. At
December 31, 1999, the Company had VPIF and DPAC balances of $102,000 and $3.2
million, respectively.
Goodwill totaling $96,000, representing the excess of the acquisition cost over
the fair value of net assets acquired, was established at the merger date.
Accumulated amortization of goodwill as of December 31, 1999 was approximately
$5,000.
At December 31, 1999, the Company had $47.2 million of separate account assets
compared to $26.7 million at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and sales
of the Company's variable products, net of redemptions.
At December 31, 1999, the Company had total assets of $83.1 million, an increase
of 25.8% over total assets at December 31, 1998.
LIABILITIES. Future policy benefits decreased $3.2 million during 1999 to $7.6
million, due to net reallocations to the Company's separate account. Policy
reserves represent the premiums received plus accumulated interest less
mortality and administration charges. At December 31, 1999, the Company had
$47.2 million of separate account liabilities. This is an increase of 76.7% over
separate account liabilities as of December 31, 1998, and is primarily related
to market appreciation, increased transfer activity, and sales of the Company's
variable annuity products, net of redemptions.
Other liabilities decreased $187,000 during 1999. The decrease results primarily
due to a decrease in outstanding checks and accounts payable.
The Company's total liabilities increased $17.3 million, or 45.0%, during 1999
and totaled $56.4 million at December 31, 1999. The increase is primarily the
result of an increase in separate account liabilities.
The effects of inflation and changing prices on the Company's financial position
are not material since insurance assets and liabilities are both primarily
monetary and remain in balance. An effect of inflation, which has been low in
recent years, is a decline in stockholder's equity when monetary assets exceed
monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing, and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income, and maturing investments.
Primary uses of these funds are payments of commissions and operating expenses,
investment purchases, as well as withdrawals and surrenders.
Net cash provided by operating activities was $892,000 in 1999 compared to net
cash used in operations of $307,000 in 1998. The operating cash flows result
primarily from an increase in annuity product charges, net investment income,
and decreased commission expense.
Net cash provided by investing activities was $1.9 million during 1999 as
compared to $6.3 million net cash used in investing activities in 1998. This
increase is primarily due to greater net sales of fixed maturities. Net sales
of fixed maturities were $1.0 million in 1999 versus net purchases of fixed
maturities of $3.9 million in 1998.
Net cash used in financing activities was $3.7 million during 1999 as compared
to net cash provided by financing activities of $8.0 million during the prior
year. In 1999, net cash used in financing activities was impacted by net fixed
account deposits of $780,000 compared to $8.8 million in 1998. The change was
also impacted by net reallocations to the Company's separate account, which
increased to $4.6 million from $872,000 during the prior year.
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<PAGE>
The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. The Company has a $10.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Company's short-term cash
obligations.
First Golden believes it will be able to fund the capital required for projected
new business primarily with existing capital and future capital contributions
from its Parent. First Golden expects to continue to receive capital
contributions from Golden American, if necessary. It is ING's policy to ensure
adequate capital and surplus is provided for the Company and, if necessary,
additional funds will be contributed.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines for a
rating one level less than the one originally given to First Golden or (2) the
New York State Insurance Department risk-based capital minimum requirements as
determined in accordance with New York statutory accounting principles. No funds
were transferred from Golden American in 1998 or 1999. On January 31, 2000,
Golden American provided a cash capital contribution of $2.1 million to First
Golden.
First Golden's principal office is located in New York, New York, where certain
of the Company's records are maintained. The 2,568 square feet of office space
is leased through 2001.
First Golden is required to maintain a minimum capital and surplus of not less
than $6 million under the provisions of the insurance laws of the State of New
York.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to its Parent
during 2000.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Company has
complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate the Company has total adjusted capital well above all required
capital levels.
Vulnerability from Concentrations: First Golden's operations consist of one
business segment, the sale of variable annuity products. First Golden is not
dependent upon any single customer, however, three broker/dealers accounted for
a significant portion of its sales volume in 1999. One distributor sold 62.1% of
the Company's products in 1998. This distributor discontinued the sales
relationship as of July, 1999 for new business. All premiums are generated from
consumers and corporations in the states of New York and Delaware.
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
44
<PAGE>
Impact of Year 2000: In prior years, the Company discussed the nature and
progress of Golden American's plans for the Company to become Year 2000 ready.
In late 1999, Golden American completed remediation and testing of the Company's
systems. As a result of those planning and implementation efforts, the Company
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. Golden American incurred
all expenses during 1999 in connection with remediating the Company's systems.
The Company is not aware of any material problems resulting from Year 2000
issues, either with its products, its internal systems, or the products and
services of third parties. Golden American will continue to monitor the
Company's mission critical computer applications and those of suppliers and
vendors throughout the Year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
MARKET RISK AND RISK MANAGEMENT
Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development, and crediting
rates determination. As part of its risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractowner behavior and
the variable separate account's performance.
Contractowners bear the majority of the investment risks related to the variable
annuity products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not by
the Company (subject to, among other things, certain minimum guarantees). The
Company's products also provide certain minimum death benefits that depend on
the performance of the variable separate account. Currently the majority of
death benefit risks are reinsured, which protects the Company from adverse
mortality experience and prolonged capital market decline.
A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the liabilities in the fixed account are subject to market
value adjustment, the Company does not face a material amount of market risk
volatility. The fixed account liabilities are supported by a portfolio
principally composed of fixed rate investments that can generate predictable,
steady rates of return. The portfolio management strategy for the fixed account
considers the assets available for sale. This enables the Company to respond to
changes in market interest rates, changes in prepayment risk, changes in
relative values of asset sectors and individual securities and loans, changes in
credit quality outlook, and other relevant factors. The objective of portfolio
management is to maximize returns, taking into account interest rate and credit
risks, as well as other risks. The Company's asset/liability management
discipline includes strategies to minimize exposure to loss as interest rates
and economic and market conditions change.
On the basis of these analyses, management believes there is no material
solvency risk to the Company. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 86% of
the in force, pass the risk in underlying fund performance to the contractowner
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 14% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any forward-looking statements contained herein or in any other oral or written
statement by the Company or any of its officers, directors, or employees is
qualified by the fact that actual results of the Company may differ materially
from such statement, among other risks and uncertainties inherent in the
Company's business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which
may affect the ability of the Company to sell its products, the market
value and liquidity of the Company's investments, fee revenue, and the
lapse rate of the Company's policies, notwithstanding product design
features intended to enhance persistency of the Company's products.
45
<PAGE>
2. Changes in the federal income tax laws and regulations, which may
affect the tax status of the Company's products.
3. Changes in the regulation of financial services, including bank sales
and underwriting of insurance products, which may affect the
competitive environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors that could affect the performance of the Company,
including, but not limited to, market conduct claims, litigation,
insurance industry insolvencies, availability of competitive
reinsurance on new business, investment performance of the underlying
portfolios of the variable products, variable product design, and
sales volume by significant sellers of the Company's variable
products.
OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1999 and 1998, First Golden incurred expenses of $137,000 and $248,000,
respectively, under the agreement with Golden American and $142,000 and
$165,000, respectively, under the agreement with Equitable Life.
Effective January 1, 1998 the Company entered into an asset management agreement
with ING Investment Management LLC ("ING IM"), an affiliate, under which ING IM
provides asset management and accounting services. For the years ended December
31, 1999 and 1998, the Company incurred expenses of $73,000 and $56,000,
respectively.
First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the years ended December 31, 1999 and 1998, charges to
Golden American for these services were $269,000 and 210,000, respectively, and
charges to DSI for these services were $387,000 and $75,000, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), another affiliate. For the year ended December 31, 1999, charges
for these services were $149,000 to Security Life and $63,000 to Southland.
DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by First Golden. For the years ended December 31, 1999 and 1998,
commissions paid by First Golden to DSI were $697,000 and $1,754,000,
respectively.
EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1999 and 1998, First Golden
had few direct employees due to its small size and will continue to receive
support pursuant to various management services from DSI, Golden American and
other affiliates as described above under "Certain Agreements." The cost of
these services are allocated to First Golden.
46
<PAGE>
Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."
PROPERTIES. First Golden's principal office is located at 230 Park Avenue, Suite
966, New York, New York 10169, where certain of the Company's records are
maintained. The 2,568 square feet of office space is leased for a 5 year term
which ends in the year 2001.
DIRECTORS AND EXECUTIVE OFFICERS
NAME (AGE) POSITION(S) WITH THE COMPANY
- -------------------------- ---------------------------------------------
Barnett Chernow (50) Director, Chairman and President
Myles R. Tashman (57) Director, Executive Vice President, General
Counsel and Secretary
James R. McInnis (52) Executive Vice President
E. Robert Koster (41) Senior V.P. and Chief Financial Officer
Carol V. Coleman (50) Director
Michael W. Cunningham (51) Director
Stephen J. Friedman (62) Director
Bernard Levitt (74) Director
Roger A. Martin (68) Director
Andrew Kalinowski (55) Director
Phillip R. Lowery (46) Director
Mark A. Tullis (44) Director
David L. Jacobson (50) Senior Vice President and Assistant Secretary
Stephen J. Preston (42) Executive Vice President and Chief Actuary
Mary B. Wilkinson (43) Senior Vice President and Treasurer
Marilyn Talman (53) Vice President, Associate General Counsel
and Assistant Secretary
Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors and/or
officers are directors and/or officers of First Golden's insurance company
affiliates. The principal positions of First Golden's directors and senior
executive officers for the past five years are listed below:
Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
of First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice
President of Golden American. He was elected to serve as a director of First
Golden in June, 1996 and Golden American in April, 1998.
Mr. Myles R. Tashman is Executive Vice President, General Counsel, Secretary and
Director of First Golden. Since December, 1995, Mr. Tashman has also served as
Executive Vice President of Golden American, and since January, 1998, he has
served as a director of Golden American. He was elected to serve as a director
of First Golden in June, 1996.
Mr. James R. McInnis is Executive Vice President of First Golden since December,
1997. From 1982 through November, 1997, he was with the Endeavor Group and held
several offices, including President at the time of his departure.
Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of First Golden and Golden American in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.
Ms. Carol V. Coleman is a Director of First Golden, having been first appointed
in December, 1997. She has been a financial recruiter with Vantage Staffing
since 1994.
Mr. Michael W. Cunningham became a Director of First Golden and Golden American
in April, 1999. Also, he has served as a Director of Life of Georgia and
Security Life of Denver since 1995. Currently, he serves as Executive Vice
President and Chief Financial Officer of ING North America Insurance
Corporation, and has worked for them since 1991.
47
<PAGE>
Mr. Stephen J. Friedman is a Director of First Golden, having been first
appointed in June, 1996. Mr. Friedman is a partner of the law firm of Debevoise
& Plimpton in New York, NY since 1993.
Mr. Bernard Levitt is a Director of First Golden, having been first appointed in
June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.
Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.
Mr. Andrew Kalinowski is a Director of First Golden, having been first appointed
in June, 1996. Mr. Kalinowski has been a Principal and the President of Upstate
Special Risk Services, Incorporated since 1974. He also has been a Principal,
the Chief Marketing Officer and Vice President of LifeMark Securities
Corporation since 1983, a Principal, Vice President and Secretary of LifeMark
Associates, Incorporated since 1993, and a Principal and Director of LIFE
Incorporated.
Mr. Phillip R. Lowery became a Director of First Golden in December 1999 and
Golden American in April 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.
Mr. Mark A. Tullis became a Director of First Golden and Golden American in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September, 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.
Mr. David L. Jacobson was elected Senior Vice President and Assistant Secretary
of First Golden in June, 1996. Since November, 1993, Mr. Jacobson has also
served as Senior Vice President and Assistant Secretary of Golden American.
Since September, 1996, Mr. Jacobson has also served as Assistant Secretary of
Equitable Life Insurance Company of Iowa.
Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.
Ms. Mary Bea Wilkinson was elected Senior Vice President and Treasurer of First
Golden in June 1996. From November, 1993 through 1996, Ms. Wilkinson served as
Senior Vice President, Assistant Secretary and Treasurer of Golden American.
Ms. Marilyn Talman was elected Vice President, Associate General Counsel and
Assistant Secretary of First Golden in June, 1996. Since April, 1996, Ms. Talman
has also served as Vice President, Associate General Counsel and Assistant
Secretary for Golden American. Since September, 1996, Ms. Talman has also served
as Assistant Secretary of Equitable Life Insurance Company of Iowa. From March,
1992 through March, 1996, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.
COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of First Golden as well as the annual salary and bonus for the next five highly
compensated executive officers for the fiscal years ended December 31, 1999.
Certain executive officers of First Golden are also officers of Golden American
and DSI. The salaries of such individuals are allocated among First Golden,
Golden American and DS pursuant to an arrangement among these companies.
EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for First Golden's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.
48
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- -----------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS 1 OPTIONS 2 OPTIONS COMPENSATION 3
- ------------------ ---- ------ ------- --------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow,.......... 1999 $ 300,009 $ 698,380 6,950 $ 20,464 4
President 1998 $ 284,171 $ 105,375 8,000
1997 $ 234,167 $ 31,859 $ 277,576 4,000
James R. McInnis.......... 1999 $ 250,007 $ 955,646 5,550 $ 15,663 4
Executive Vice 1998 $ 250,004 $ 626,245 2,000
President
Myles R. Tashman.......... 1999 $ 199,172 $ 293,831 1,800 $ 14,598 4
Executive Vice 1998 $ 189,337 $ 54,425 3,500
President, General 1997 $ 181,417 $ 25,000 $ 165,512 5,000
Counsel and Secretary
Stephen J. Preston........ 1999 $ 198,964 $ 235,002 2,050 $ 12,564 4
Executive Vice 1998 $ 173.870 $ 32,152 3,500
President and Chief 1997 $ 160,758 $ 16,470
Actuary
Mary Bea Wilkinson........ 1999 $ 158,088 $ 191,968 1,425 $ 11,736 4
Senior Vice 1998 $ 110,484 $ 30,747
President 1997 $ 141,233 $ 14,466
R. Brock Armstrong........ 1999 $ 500,014 $ 500,000 10,175 $ 23,921 4
Former Chief
Executive Officer
Keith Glover.............. 1999 $ 87,475 $ 761,892 $558,541 4,5
Former Executive 1998 $ 250,000 $ 145,120 3,900
Vice President
</TABLE>
- --------------------
1 The amount shown relates to bonuses paid in 1999, 1998, and 1997.
2 Restricted stock awards granted to executive officers vested on October 24,
1997 with the change in control of Equitable of Iowa.
3 Other compensation for 1999 includes reimbursements to named employee for
participation in company sponsored programs such as tuition reimbursement,
PC purchase assistance program, and other miscellaneous payments or
reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
$636; Mr. Tashman received $2,598; Mr. Preston received $564; Ms. Wilkinson
received $1,196; Mr. Armstrong received $1,421; and Mr. Glover received
$3,089;
4 Other compensation for 1999 includes a business allowance for each named
executive which is required to be applied to specific business expenses of
the named executive.
5 In connection with the termination of his employment, Mr. Glover received
payments and benefits totaling $555,452.
49
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM 3
OPTIONS IN FISCAL OR BASE EXPIRATION ----------------------
NAME GRANTED 1 YEAR PRICE 2 DATE 5% 10%
- ---- ----------- ------ --------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow.......... 2,000 3.18 $54.210 01/04/2004 $ 29,954 $ 66,191
4,950 7.86 $54.210 04/01/2009 $ 168,757 $ 427,664
James R. McInnis......... 2,550 4.05 $54.210 04/01/2009 $ 86,936 $ 220,312
3,000 4.77 $55.070 10/01/2009 $ 103,900 $ 263,302
Myles R. Tashman......... 1,800 2.86 $54.210 04/01/2009 $ 61,366 $ 155,514
Stephen J. Preston....... 2,050 3.26 $54.210 04/01/2009 $ 69,889 $ 177,113
Mary Bea Wilkinson....... 1,425 2.26 $54.210 04/01/2009 $ 48,582 $ 123,115
R. Brock Armstrong....... 10,175 16.16 $54.210 04/01/2009 $ 346,890 $ 879,087
</TABLE>
- --------------------
1 Stock appreciation rights granted in 1999 to the officers of First Golden
have a three-year vesting period and an expiration date as shown.
2 The base price was equal to the fair market value of ING's stock on the
date of grant.
3 Total dollar gains based on indicated rates of appreciation of share price
over the total term of the rights.
50
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York
We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1999 and 1998, and the related
statements of operations, changes in stockholder's equity, and cash flows for
the years ended December 31, 1999 and 1998 and for the periods from October 25,
1997 through December 31, 1997 and January 1, 1997 through October 24, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years ended December 31, 1999 and 1998
and for the periods from October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, in conformity with accounting principles
generally accepted in the United States.
s/Ernst & Young LLP
Des Moines, Iowa
February 4, 2000
51
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
ASSETS
Investments:
Fixed maturities, available for sale,
at fair value (Cost: 1999 - $29,178;
1998 - $30,431)........................ $28,095 $30,994
Short-term investments.................... 2,309 3,231
------- -------
Total investments........................... 30,404 34,225
Cash and cash equivalents................... 1,026 1,932
Due from affiliates......................... 539 37
Accrued investment income................... 443 414
Deferred policy acquisition costs........... 3,198 2,347
Value of purchased insurance in force....... 102 117
Property and equipment, less allowances
for depreciation of $31 in 1999 and
$16 in 1998.............................. 41 48
Goodwill, less accumulated amortization
of $5 in 1999 and $3 in 1998............. 91 93
Current income taxes recoverable............ -- 89
Other assets................................ 19 15
Separate account assets..................... 47,215 26,717
------- -------
Total assets................................ $83,078 $66,034
======= ========
See accompanying notes.
52
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity products....................... $ 7,583 $10,830
Current income taxes payable................ 557 --
Deferred income tax liability............... 610 850
Revolving note payable...................... 100 --
Due to affiliates........................... 32 17
Other liabilities........................... 323 510
Separate account liabilities................ 47,215 26,717
------- -------
56,420 38,924
Commitments and contingencies
Stockholder's equity:
Preferred stock, par value $5,000
per share, authorized 6,000 shares..... -- --
Common stock, par value $10 per
share, authorized, issued, and
outstanding 200,000 shares............. 2,000 2,000
Additional paid-in capital............... 23,936 23,936
Accumulated other comprehensive
income (loss).......................... (927) 336
Retained earnings........................ 1,649 838
------- -------
Total stockholder's equity.................. 26,658 27,110
------- -------
Total liabilities and stockholder's
equity.................................... $83,078 $66,034
======= =======
See accompanying notes.
53
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF OPERATIONS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
-----------------------------------------------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues |
Annuity product charges........... $556 $239 $8 | $4
Net investment income............. 2,147 1,844 286 | 1,449
Realized gains (losses) on
investments.... (166) 24 1 | --
Other income...................... 63 -- -- | --
------ ------ ------ | ------
2,600 2,107 295 | 1,453
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to account |
balances.................... 590 376 26 | 48
Benefit claims incurred in |
excess of account balances.. 72 -- -- | --
Underwriting, acquisition, and |
insurance expenses: |
Commissions.................... 697 1,754 141 | 267
General expenses............... 362 834 124 | 461
Insurance taxes, state |
licenses, and fees.......... 128 44 94 | 15
Policy acquisition costs |
deferred.................... (879) (2,264) (204) | (298)
Amortization: |
Deferred policy acquisition |
costs......... 201 76 13 | 7
Value of purchased insurance |
in force................... 35 8 3 | --
Goodwill..................... 2 2 1 | --
------ ------ ------ | ------
1,208 830 198 | 500
|
Interest expense.................... 12 -- -- | --
------ ------ ------ | ------
1,220 830 198 | 500
------ ------ ------ | ------
|
Income before income taxes.......... 1,380 1,277 97 | 953
|
Income taxes........................ 569 502 34 | 287
------ ------ ------ | ------
|
Net income.......................... $ 811 $775 $63 | $666
====== ====== ====== | ======
</TABLE>
See accompanying notes.
54
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)
Accumulated
Additional Other Total
Common Paid-in Comprehensive Retained Stockholder's
Stock Capital Income (Loss) Earnings Equity
------------------------------------------------------------
PRE-MERGER
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... $2,000 $23,000 $(99) $42 $24,943
Comprehensive income:
Net income................... -- -- -- 666 666
Change in net unrealized
investment gains (losses).... -- -- (130) -- (130)
-------
Comprehensive income........... 536
------ ------- ------ ------ -------
Balance at October 24, 1997.... $2,000 $23,000 $ (229) $ 708 $25,479
====== ======= ======= ====== =======
-----------------------------------------------------------
POST-MERGER
-----------------------------------------------------------
Balance at October 25, 1997.... $2,000 $23,936 -- -- $25,936
Comprehensive income:
Net income................... -- -- -- $63 63
Change in net unrealized
investment gains (losses). -- -- $96 -- 96
-------
Comprehensive income........... 159
------ ------- ------ ------ -------
Balance at December 31,1997.... 2,000 23,936 96 63 26,095
Comprehensive income:
Net income................... -- -- -- 775 775
Change in net unrealized
investment gains (losses). -- -- 240 -- 240
-------
Comprehensive income........... 1,015
------ ------- ------ ------ -------
Balance at December 31,1998.... 2,000 23,936 336 838 27,110
Comprehensive income:
Net income................... -- -- -- 811 811
Change in net unrealized
investment gains (losses). -- -- (1,263) -- (1,263)
-------
Comprehensive income........... (452)
------ ------- ------ ------ -------
Balance at December 31,1999.... $2,000 $23,936 $(927) $1,649 $26,658
====== ======= ====== ====== =======
</TABLE>
See accompanying notes.
55
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
----------------------------------------------------|----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|---------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES |
|
Net income.............................................. $811 $775 $63 | $666
Adjustments to reconcile net income to net cash |
provided by (used in) operations: |
Adjustments related to annuity products: |
Interest credited to account balances.............. 590 376 26 | 48
Charges for mortality and administration........... (11) (11) -- | (1)
Decrease (increase) in accrued investment income...... (29) (38) 35 | (73)
Policy acquisition costs deferred..................... (879) (2,264) (204) | (298)
Amortization of deferred policy acquisition costs..... 201 76 13 | 7
Amortization of value of purchased insurance in force. 35 8 3 | --
Change in other assets, due to/from affiliates, other |
liabilities, and accrued income taxes.............. (32) 248 (625) | 739
Provision for depreciation and amortization........... 90 82 12 | 17
Provision for deferred income taxes................... (50) 465 98 | 26
Realized gains (losses) on investments................ 166 (24) (1) | --
----------------------------------------------------|----------------
Net cash provided by (used in) operating activities..... 892 (307) (580) | 1,131
|
INVESTING ACTIVITIES |
|
Sale, maturity, or repayment of investments: |
Fixed maturities - available for sale................. 10,849 1,644 556 | 226
Short-term investments - net.......................... 922 -- -- | --
----------------------------------------------------|----------------
11,771 1,644 556 | 226
Acquisition of investments: |
Fixed maturities - available for sale................. (9,835) (5,549) (2,635) | --
Short-term investments - net.......................... -- (2,432) (59) | (390)
----------------------------------------------------|----------------
(9,835) (7,981) (2,694) | (390)
|
Purchase of property and equipment...................... (8) (4) (2) | (64)
----------------------------------------------------|----------------
Net cash provided by (used in) investing activities..... 1,928 (6,341) (2,140) | (228)
</TABLE>
See accompanying notes.
56
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
POST-MERGER | PRE-MERGER
---------------------------------------------------|-----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
---------------------------------------------------|-----------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES |
|
Proceeds from revolving note payable.................... $13,000 -- -- | --
Repayment of revolving note payable..................... (12,900) -- -- | --
Receipts from investment contracts credited to account |
balances.............................................. 1,008 $9,009 $354 | $2,160
Return of account balances on investment contracts...... (228) (178) (8)| (15)
Net reallocations to separate account................... (4,606) (872) (20)| (38)
---------------------------------------------------|-----------------
Net cash provided by (used in) financing activities..... (3,726) 7,959 326 | 2,107
---------------------------------------------------|-----------------
|
Increase (decrease) in cash and cash equivalents........ (906) 1,311 (2,394)| 3,010
|
Cash and cash equivalents at beginning of period........ 1,932 621 3,015 | 5
---------------------------------------------------|----------------
Cash and cash equivalents at end of period.............. $1,026 $1,932 $621 | $3,015
===================================================|=================
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
Cash paid during the period for: |
Interest............................................. $1 -- -- | --
Income taxes......................................... -- $99 -- | $283
</TABLE>
See accompanying notes.
57
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American" or "Parent"), was incorporated on May 24, 1996. Golden
American is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. On
January 2, 1997 and December 23, 1997, First Golden became licensed as a life
insurance company under the laws of the states of New York and Delaware,
respectively. First Golden received policy approvals on March 25, 1997 and
December 23, 1997 in New York and Delaware, respectively. The Company's products
are marketed by broker/dealers, financial institutions, and insurance agents.
The Company's primary customers are consumers and corporations. See Note 8 for
further information regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement") dated July 7, 1997 among Equitable, PFHI, and ING Groep N.V.
("ING"). PFHI is a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this transaction,
Equitable was merged into PFHI, which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC"), a Delaware corporation. See Note 6 for additional
information regarding the merger.
For financial statement purposes, the ING merger was accounted for as a purchase
effective October 25, 1997. The merger resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities. As a result, the
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting and financial statements
for October 24, 1997 and prior periods are presented on the Pre-Merger
historical cost basis of accounting.
INVESTMENTS
Fixed Maturities: The Company accounts for investments under the Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires fixed maturities to
be designated as either "available for sale," "held for investment," or
"trading." Sales of fixed maturities designated as "available for sale" are not
restricted by SFAS No. 115. Available for sale securities are reported at fair
value and unrealized gains and losses on these securities are included directly
in stockholder's equity, after adjustment for related changes in value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of the
Company's fixed maturities are designated as available for sale, although the
Company is not precluded from designating fixed maturities as held for
investment or trading at some future date.
Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by a
charge to realized losses in the Company's Statements of Operations. Premiums
and discounts are amortized/accrued utilizing a method which results in a
constant yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected lives.
Other Investments: Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.
Realized Gains and Losses: Realized gains and losses are determined on the basis
of specific identification.
Fair Values: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market are estimated
using a third party pricing process. This pricing process uses a matrix
calculation assuming a spread over U. S. Treasury bonds based upon the expected
average lives of the securities. Estimated fair values of publicly traded fixed
maturities are reported by an independent
58
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
pricing service. Fair values of
private placement bonds are estimated using a matrix that assumes a spread
(based on interest rates and a risk assessment of the bonds) over U. S. Treasury
bonds.
CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Company considers
all demand deposits and interest-bearing accounts not related to the investment
function to be cash equivalents. All interest-bearing accounts classified as
cash equivalents have original maturities of three months or less.
DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions, interest bonuses, and other expenses related to the production of
new business, have been deferred. Acquisition costs for variable annuity
products are being amortized generally in proportion to the present value (using
the assumed crediting rate) of expected future gross profits. This amortization
is adjusted retrospectively when the Company revises its estimate of current or
future gross profits to be realized from a group of products. DPAC is adjusted
to reflect the pro forma impact of unrealized gains and losses on fixed
maturities the Company has designated as "available for sale" under SFAS No.
115.
VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from existing insurance contracts. This
allocated cost represents VPIF which reflects the value of those purchased
policies calculated by discounting actuarially determined expected future cash
flows at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Company revises
its estimate of current or future gross profits to be realized from the
insurance contracts acquired. VPIF is adjusted to reflect the pro forma impact
of unrealized gains and losses on available for sale fixed maturities. See Note
6 for additional information on VPIF resulting from the merger.
PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's overall operations. Property and equipment are reported at cost less
allowances for depreciation. Depreciation expense is computed primarily on the
basis of the straight-line method over the estimated useful lives of the assets.
GOODWILL
Goodwill was established as a result of the merger and is being amortized over
40 years on a straight-line basis. See Note 6 for additional information on the
merger.
FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable products
are established utilizing the retrospective deposit accounting method. Policy
reserves represent the premiums received plus accumulated interest, less
mortality and administration charges. Interest credited to these policies ranged
from 4.10% to 6.00% during 1999, 3.95% to 7.10% during 1998, and 5.60% to 7.50%
during 1997.
SEPARATE ACCOUNT
Assets and liabilities of the separate account reported in the accompanying
Balance Sheets represent funds that are separately administered principally for
variable annuity contracts. Contractowners, rather than the Company, bear the
investment risk for the variable products. At the direction of the
contractowners, the separate account invests the premiums from the sale of
variable annuity products in shares of specified
59
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
mutual funds. The assets and
liabilities of the separate account are clearly identified and segregated from
other assets and liabilities of the Company. The portion of the separate account
assets equal to the reserves and other liabilities of variable annuity contracts
cannot be charged with liabilities arising out of any other business the Company
may conduct.
Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractowner investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable annuity contracts invested in the separate account;
the fair value of these liabilities is equal to their carrying amount. Net
investment income and realized and unrealized capital gains and losses related
to separate account assets are not reflected in the accompanying Statements of
Operations.
Product charges recorded by the Company from variable annuity products consist
of charges applicable to each contract for mortality and expense risk, contract
administration, and surrender charges.
DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate. Deferred tax assets or liabilities are adjusted to
reflect the pro forma impact of unrealized gains and losses on fixed maturities
the Company has designated as available for sale under SFAS No. 115. Changes in
deferred tax assets or liabilities resulting from this SFAS No. 115 adjustment
are charged or credited directly to stockholder's equity. Deferred income tax
expenses or credits reflected in the Company's Statements of Operations are
based on the changes in the deferred tax asset or liability from period to
period (excluding the SFAS No. 115 adjustment).
DIVIDEND RESTRICTIONS
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of the Company does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
SEGMENT REPORTING
The Company manages its business as one segment, the sale of variable products
designed to meet customer needs for tax-advantaged saving for retirement and
protection from death. Variable products are sold to consumers and corporations
throughout New York.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are: (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values of
assets and liabilities recorded as
60
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
a result of the merger transaction, (5) asset
valuation allowances, (6) deferred tax benefits (liabilities), and (7) estimates
for commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions regarding
all of the preceding items are inherently subject to change and are reassessed
periodically. Changes in estimates and assumptions could materially impact the
financial statements.
RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial statements
have been reclassified to conform to the 1999 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
The financial statements of the Company differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of acquiring
new business are deferred and amortized over the life of the policies rather
than charged to operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was established as
a result of the merger and is amortized and charged to expense; (3) future
policy benefit reserves for the fixed interest division of the variable products
are based on full account values, rather than the greater of cash surrender
value or amounts derived from discounting methodologies utilizing statutory
interest rates; (4) reserves are reported before reduction for reserve credits
related to reinsurance ceded and a receivable is established, net of an
allowance for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as "available
for sale" and valued at fair value with unrealized appreciation/depreciation,
net of adjustments to value of purchased insurance in force, deferred policy
acquisition costs, and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized cost; (6) the
carrying value of fixed maturities is reduced to fair value by a charge to
realized losses in the Statements of Operations when declines in carrying value
are judged to be other than temporary, rather than through the establishment of
a formula-determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred income taxes are
provided for the difference between the financial statement and income tax bases
of assets and liabilities; (8) net realized gains or losses attributed to
changes in the level of interest rates in the market are recognized when the
sale is completed rather than deferred and amortized over the remaining life of
the fixed maturity security; (9) revenues for variable annuity products consist
of policy administration charges and surrender charges assessed rather than
premiums received; and (10) assets and liabilities are restated to fair values
when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.
61
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles follows:
<TABLE>
<CAPTION>
| PRE-
POST-MERGER | MERGER
------------------------------------------------|---------------
Net Income | Net Income
------------------------------------------------|---------------
For the period |For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31 | October 24,
1999 1998 1997 | 1997
------------------------------------------------|---------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
|
As reported under statutory |
accounting principles......... $790 $(966) $(142)| $581
Interest maintenance reserve.... (52) 14 1 | --
Asset valuation reserve......... -- -- -- | --
Future policy benefits.......... (681) 45 115 | (179)
Nonadmitted assets.............. -- -- -- | --
Net unrealized appreciation |
(depreciation) of fixed |
maturities at fair value...... -- -- -- | --
Change in investment basis as |
result of merger.............. (118) (39) (1)| --
Deferred policy acquisition |
costs......................... 678 2,188 191 | 291
Value of purchased insurance in |
force......................... (35) (8) (3)| --
Current income taxes |
payable....................... 193 -- -- | --
Goodwill........................ (2) (2) (1)| --
Deferred income taxes........... 50 (465) (98)| (26)
Other........................... (12) 8 1 | (1)
------------------------------------------------|---------------
As reported herein.............. $811 $775 $63 | $666
================================================================
</TABLE>
62
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------
Stockholder's Equity
---------------------------------
December 31, December 31,
1999 1998
---------------------------------
(Dollars in thousands)
<S> <C> <C>
As reported under statutory
accounting principles......... $25,082 $24,377
Interest maintenance reserve.... -- 15
Asset valuation reserve......... 145 96
Future policy benefits.......... (697) (16)
Nonadmitted assets.............. 41 43
Net unrealized appreciation
(depreciation) of fixed
maturities at fair value...... (1,083) 563
Change in investment basis as
result of merger.............. 200 318
Deferred policy acquisition
costs......................... 3,198 2,347
Value of purchased insurance in
force......................... 102 117
Current income taxes
payable....................... 193 --
Goodwill........................ 91 93
Deferred income taxes........... (610) (850)
Other........................... (4) 7
---------------------------------
As reported herein.............. $26,658 $27,110
=================================
</TABLE>
63
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS
INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-----------------------------------------------------|-------------------
For the period | For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------|-------------------
(DOLLARS IN THOUSANDS) |
|
<S> <C> <C> <C> <C>
Fixed maturities............. $1,901 $1,726 $294 | $1,449
Short-term investments....... 148 157 13 | 30
Other, net................... 171 -- -- | 2
-----------------------------------------------------|-------------------
Gross investment income...... 2,220 1,883 307 | 1,481
Less investment expenses..... (73) (39) (21) | (32)
-----------------------------------------------------|-------------------
Net investment income........ $2,147 $1,844 $286 | $1,449
=========================================================================
</TABLE>
The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended December 31,
1999, the year ended December 31, 1998, the period October 25, 1997 through
December 31, 1997, and the period January 1, 1997 through October 24, 1997 were
$(1,646,000), $412,000, $(212,000), and $516,000, respectively.
At December 31, 1999 and December 31, 1998, amortized cost, gross unrealized
gains and losses, and estimated fair values of fixed maturities, all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
December 31, 1999
-----------------------------
U.S. government and
governmental agencies
and authorities............ $3,486 -- $(88) $3,398
Public utilities.............. 2,030 -- (77) 1,953
Corporate securities.......... 21,994 -- (910) 21,084
Mortgage-backed securities.... 1,556 -- (8) 1,548
Other asset-backed securities. 112 -- -- 112
------- ------ ------- -------
Total......................... $29,178 -- $(1,083) $28,095
======= ====== ======= =======
December 31, 1998
-----------------------------
U. S. government and
governmental agencies
and authorities............ $3,997 $118 $(3) $4,112
Public utilities.............. 2,543 63 (4) 2,602
Corporate securities.......... 20,351 426 (53) 20,724
Mortgage-backed securities.... 3,540 17 (1) 3,556
------- ------ ------- -------
Total......................... $30,431 $624 $(61) $30,994
======= ====== ======= =======
</TABLE>
64
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
Short-term investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair values for these
securities.
At December 31, 1999, net unrealized investment losses on fixed maturities
designated as available for sale totaled $1,083,000. Depreciation of $603,000
was included in stockholder's equity at December 31, 1999 (net of adjustments of
$16,000 to VPIF, $141,000 to DPAC, and $324,000 to deferred income taxes). At
December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000 was
included in stockholder's equity at December 31, 1998 (net of adjustments of
$5,000 to VPIF, $32,000 to DPAC, and $190,000 to deferred income taxes).
Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1999 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
POST-MERGER
------------------------------------
Amortized Estimated
December 31, 1999 Cost Fair Value
- -----------------------------------------------------------------------------
(Dollars in thousands)
Due in one year or less.................. $1,690 $1,616
Due after one year through five years.... 11,465 11,107
Due after five years through ten years... 14,355 13,712
------------------------------------
27,510 26,435
Mortgage-backed securities............... 1,556 1,548
Other asset-backed securities............ 112 112
------------------------------------
Total ................................... $29,178 $28,095
====================================
65
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
An analysis of sales, maturities, and principal repayments of the Company's
fixed maturities portfolio follows:
<TABLE>
<CAPTION>
Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST-MERGER:
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
and tenders........................... $2,385 -- -- $2,385
Sales................................... 8,630 $4 $(170) 8,464
-----------------------------------------------
Total................................... $11,015 $4 $(170) $10,849
===============================================
For the year ended December 31, 1998:
Scheduled principal repayments, calls,
and tenders........................... $1,080 -- -- $1,080
Sales................................... 540 $24 -- 564
-----------------------------------------------
Total................................... $1,620 $24 -- $1,644
===============================================
For the period October 25, 1997
through December 31, 1997:
Scheduled principal repayments, calls,
and tenders........................... $555 $1 -- $556
===============================================
PRE-MERGER:
For the period January 1, 1997
through October 24, 1997:
Scheduled principal repayments, calls,
and tenders........................... $226 -- -- $226
===============================================
</TABLE>
Investment Valuation Analysis: The Company analyzes its investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of fixed maturities is written down to
fair value by a charge to realized losses when an impairment in value appears to
be other than temporary. During 1999, 1998, and 1997, no investments were
identified as having an impairment other than temporary.
Investments on Deposit: At December 31, 1999 and 1998, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.
Investment Diversifications: The Company's investment policies related to its
investment portfolio require diversification by asset type, company, and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities included investments in
industrials (48% in 1999, 40% in 1998), financial companies (29% in 1999, 24% in
1998), various government bonds and government or agency mortgage-backed
securities (14% in 1999, 13% in 1998), and conventional mortgage-backed
securities (6% in 1999, 11% in 1998).
66
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1999.
4. COMPREHENSIVE INCOME
Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. Other comprehensive income (loss) excludes net investment gains
(losses) included in net income which merely represent transfers from unrealized
to realized gains and losses. These amounts totaled $(108,000) and $16,000 in
1999 and 1998, respectively. Such amounts, which have been measured through the
date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling
$(58,000) and $8,000 in 1999 and 1998, respectively.
5. FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires
disclosure of estimated fair value of all financial instruments, including both
assets and liabilities recognized and not recognized in a company's balance
sheet, unless specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
additional disclosures about derivative financial instruments. Most of the
Company's investments, investment contracts and debt fall within the standards'
definition of a financial instrument. In cases where quoted market prices are
not available, estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows. Accounting, actuarial, and regulatory bodies are continuing to study the
methodologies to be used in developing fair value information, particularly as
it relates to such things as liabilities for insurance contracts. Accordingly,
care should be exercised in deriving conclusions about the Company's business or
financial condition based on the information presented herein.
The Company closely monitors the composition and yield of its invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows. These amounts are taken into
consideration in the Company's overall management of interest rate risk, which
attempts to minimize exposure to changing interest rates through the matching of
investment cash flows with amounts expected to be due under insurance contracts.
These assumptions may not result in values consistent with those obtained
through an actuarial appraisal of the Company's business or values that might
arise in a negotiated transaction.
67
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------
December 31, 1999 December 31, 1998
------------------------ ---------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
---------- ----------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities, available for sale.. $28,095 $28,095 $30,994 $30,994
Short-term investments................ 2,309 2,309 3,231 3,231
Cash and cash equivalents............. 1,026 1,026 1,932 1,932
Separate account assets............... 47,215 47,215 26,717 26,717
LIABILITIES
Annuity products....................... 7,583 7,170 10,830 10,166
Revolving note payable................. 100 100 -- --
Separate account liabilities........... 47,215 47,215 26,717 26,717
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values.
Fixed maturities: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
Maturities are estimated using a third party pricing process. This pricing
process uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.
Short-term investments and cash and cash equivalents: Carrying values reported
in the Company's historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.
Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate account.
Annuity products: Estimated fair values of the Company's liabilities for future
policy benefits for the fixed interest division of the variable products are
stated at cash surrender value, the cost the Company would incur to extinguish
the liability.
Revolving note payable: Carrying value reported in the Company's historical cost
basis balance sheet approximates estimated fair value for this instrument, as
the agreement carries a variable interest rate provision.
Separate account liabilities: Separate account liabilities are reported at full
account value in the Company's historical cost balance sheet. Estimated fair
values of separate account liabilities are equal to their carrying amount.
68
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER
Transaction: On October 23, 1997, Equitable's shareholders approved the Merger
Agreement dated July 7, 1997 among Equitable, PFHI, and ING. On October 24,
1997, PFHI, a Delaware corporation, acquired all of the outstanding capital
stock of Equitable according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company based in The
Netherlands. Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa and Golden American
and their wholly owned subsidiaries. In addition, Equitable also owned all the
outstanding capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed Services, Inc.,
Equitable of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network, Inc. (subsequently renamed
ING Funds Distributor, Inc.). In exchange for the outstanding capital stock of
Equitable, ING paid total consideration of approximately $2.1 billion in cash
and stock and assumed approximately $400 million in debt. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. All costs of the merger, including expenses to
terminate certain benefit plans, were paid by EIC.
Accounting Treatment: The merger has been accounted for as a purchase resulting
in a new basis of accounting, reflecting estimated fair values for assets and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries with $25,936,000 allocated to the Company. Goodwill was established
for the excess of the merger cost over the fair value of the net assets and
attributed to EIC and its subsidiaries including Golden American and First
Golden. The amount of goodwill allocated to the Company relating to the merger
was $96,000 at the merger date and is being amortized over 40 years on a
straight-line basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.
Value of Purchased Insurance In Force: As part of the merger, a portion of the
acquisition cost was allocated to the right to receive future cash flows from
the insurance contracts existing with the Company at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased policies
calculated by discounting the actuarially determined expected future cash flows
at the discount rate determined by ING.
An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------------
For the period
October 25,
For the year For the year 1997
ended ended through
December 31, December 31, December 31,
1999 1998 1997
-----------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Beginning balance................. $117 $126 $132
-----------------------------------------------------
Imputed interest.................. 8 9 3
Amortization...................... (40) (23) (6)
Changes in assumptions of
timing of gross profits......... (3) 6 --
-----------------------------------------------------
Net amortization.................. (35) (8) (3)
Adjustment for unrealized gains
(losses) on available for
sale securities................ 20 (1) (3)
-----------------------------------------------------
Ending balance.................... $102 $117 $126
=====================================================
</TABLE>
69
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER (continued)
Interest is imputed on the unamortized balance of VPIF at a rate of 7.33% for
the year ended December 31, 1999, 7.06% for the year ended December 31, 1998,
and 7.03% for the period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to expense. VPIF is
adjusted for the unrealized gains (losses) on available for sale securities;
such changes are included directly in stockholder's equity. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
7. INCOME TAXES
The Company files a consolidated federal income tax return with Golden American,
also a life insurance company.
INCOME TAX EXPENSE
Income tax expense included in the financial statements follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-------------------------------------------------------|--------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-------------------------------------------------------|--------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> <C>
Current.... $619 $37 $(64)| $261
Deferred... (50) 465 98 | 26
-------------------------------------------------------|--------------------
$569 $502 $34 | $287
============================================================================
</TABLE>
The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
----------------------------------------------------|-------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|-------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> | <C>
Income before income taxes............ $1,380 $1,277 $97 | $953
====================================================|===================
|
Income tax at federal statutory rate.. $483 $447 $34 | $334
Tax effect (decrease) of: |
Compensatory stock option and |
Restricted stock expense......... -- -- -- | (35)
Other items......................... 86 55 -- | (12)
----------------------------------------------------|-------------------
Income tax expense.................... $569 $502 $34 | $287
========================================================================
</TABLE>
70
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
7. INCOME TAXES (continued)
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:
POST-MERGER
-----------------------
December 31 December 31
1999 1998
----------- -----------
(Dollars in thousands)
Deferred tax assets:
Future policy benefits................... $560 $11
Net unrealized depreciation of
available for sale fixed maturities.... 324 --
Net operating loss carryforwards......... -- 327
------ ------
884 338
Deferred tax liabilities:
Net unrealized appreciation of
available for sale fixed maturities.... -- (184)
Fixed maturities......................... (68) (222)
Investment income........................ (117) --
Deferred policy acquisition costs ....... (913) (714)
Value of purchased insurance in force.... (30) (41)
Other.................................... (42) (27)
------ ------
(1,170) (1,188)
------ ------
Valuation allowance.......................... (324) --
------ ------
Deferred income tax liability................ $(610) $(850)
====== ======
At December 31, 1999, the Company reported, for financial statement purposes,
unrealized losses on certain investments which have not been recognized for tax
purposes. The Company has established a valuation allowance against the deferred
income tax assets associated with the unrealized depreciation on fixed
maturities available for sale as the Company is uncertain as to whether the
capital losses, if ever realized, could be utilized to offset future capital
gains.
8. RELATED PARTY TRANSACTIONS
Directed Services, Inc. ("DSI") acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as amended)
and distributor of the variable annuity products issued by the Company. DSI is
authorized to enter into agreements with broker/dealers to distribute the
Company's variable insurance products and appoint representatives of the
broker/dealers as agents. As of December 31, 1999, the Company's variable
annuity products were sold primarily through broker/dealer institutions. The
Company paid commissions and expenses to DSI totaling $697,000 and $1,754,000
for the years ended December 31, 1999 and 1998, respectively. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, the commissions and expenses were $141,000 and $267,000, respectively.
71
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
8. RELATED PARTY TRANSACTIONS (continued)
The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. Under the agreement with Golden American, the Company incurred
expenses of $137,000, $248,000, $8,000, and $16,000 for the years ended December
31, 1999 and 1998, the period October 25, 1997 through December 31, 1997, and
the period January 1, 1997 through October 24, 1997, respectively. Under the
agreement with Equitable Life, the Company incurred expenses of $142,000,
$165,000, $13,000, and $16,000 for the years ended December 31, 1999 and 1998,
the period October 25, 1997 through December 31, 1997, and the period January 1,
1997 through October 24, 1997, respectively.
The Company provides resources and services to Golden American and DSI. Revenues
for these services, which reduce general expenses incurred by the Company,
totaled $269,000 and $210,000 from Golden American, for the years ended December
31, 1999 and 1998, respectively. Revenues for these services, which reduce
general expenses incurred by the Company, totaled $387,000 and $75,000 from DSI
for the years ended December 31, 1999 and 1998, respectively.
Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset management and accounting services. Under the agreement, the Company
records a fee based on the value of the assets under management. The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Company
incurred fees of $73,000 and $56,000, respectively, under this agreement.
Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000 for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), an affiliate. For the year ended December 31, 1999, charges for
these services were $149,000 to Security Life and $63,000 to Southland.
The Company had premiums, net of reinsurance, for variable annuity products for
the year ended December 31, 1999 and 1998, that totaled $2,000 and $94,000,
respectively, from Locust Street Securities, Inc. ("LSSI"), an affiliate. For
the year ended December 31, 1997, the premiums, net of reinsurance, for variable
products from LSSI totaled $13,000.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines or one
level less than the one originally given to First Golden, or (2) the New York
State Insurance Department risk-based capital minimum requirements as determined
in accordance with New York statutory accounting principles. No funds were
transferred from Golden American in 1999, 1998, or 1997. On January 31, 2000,
Golden American provided a cash capital contribution of $2,100,000 to First
Golden.
72
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
9. COMMITMENTS AND CONTINGENCIES
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement. At
December 31, 1999 and December 31, 1998, the Company has a payable of $4,000 and
$1,000, respectively, for reinsurance premiums. Included in the accompanying
financial statements are net considerations to the reinsurer of $27,000, $9,000,
and $1,000 for the years ended December 31, 1999 and 1998 and for the period
October 25, 1997 through December 31, 1997, respectively. In addition, the
accompanying financial statements contain net policy benefits recoveries of
$7,000 for the year ended December 31, 1999.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
Litigation: The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other lawsuits involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Company currently believes no pending or threatened
lawsuits or actions exist that are reasonably likely to have a material adverse
impact on the Company.
Vulnerability from Concentrations: The Company has various concentrations in its
investment portfolio (see Note 3 for further information). The Company's asset
growth, net investment income, and cash flow are primarily generated from the
sale of variable annuities and associated future policy benefits. Substantial
changes in tax laws would make these products less attractive to consumers and
extreme fluctuations in interest rates or stock market returns which may result
in higher lapse experience than assumed could cause a severe impact to the
Company's financial condition. A significant portion of the Company's sales is
generated by three broker/dealers, each having at least ten percent of total
sales. One of these distributors sold 62.1% of the Company's products in 1998.
This relationship was discontinued as of July, 1999 for new business.
Leases: The Company has a lease for its home office space which expires December
31, 2001. The Company also leases certain other equipment under operating leases
which expire in 2000. Rent expense for the years ended December 31, 1999 and
1998 and the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997 was $158,000, $95,000, $25,000, and $34,000,
respectively. At December 31, 1999, minimum rental payments due under the
operating leases are $82,000 in 2000 and $76,000 in 2001.
Revolving Note Payable: To enhance short-term liquidity, the Company established
a revolving note payable effective July 31, 1999 and expiring July 31, 2000 with
SunTrust Bank, Atlanta (the "Bank"). The note was approved by the Company's
Board of Directors on September 29, 1998. The total amount the Company may have
outstanding is $10,000,000. The note accrues interest at an annual rate equal
to: (1) the cost of funds for the Bank for the period applicable for the advance
plus 0.25% or (2) a rate quoted by the Bank to the Company for the advance. The
terms of the agreement require the Company to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state law
or regulation. Under this agreement, the Company incurred interest expense of
$12,000 in 1999. At December 31, 1999, the Company had borrowings of $100,000
under this agreement.
73
<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Introduction............................................................ 1
Description of First Golden American Life Insurance Company of New York. 1
Safekeeping of Assets................................................... 1
The Administrator....................................................... 1
Independent Auditors.................................................... 1
Distribution of Contracts............................................... 2
Performance Information................................................. 2
IRA Withdrawal Option................................................... 3
Other Information....................................................... 4
Financial Statements of Separate Account NY-B .......................... 9
74
<PAGE>
- --------------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NY-B.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
106958 NY DVA PLUS 05/00
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
75
<PAGE>
This page intentionally left blank.
76
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value, for
each subaccount of First Golden Separate Account NY-B available under the
Contract for the indicated periods. The date on which the subaccount became
available to investors and the starting accumulation unit value are indicated on
the last row of each table.
LIQUID ASSET
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 15.04 11,408 $ 172 $ 14.79 22,393 $ 331
1998 14.54 2,755 40 14.33 5,974 86
1997 14.02 -- -- 13.83 -- --
5/6/97 13.67 -- -- 13.51 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
LIMITED MATURITY BOND
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 17.00 6,379 $ 108 $ 16.72 7,746 $ 130
1998 17.02 -- -- 16.77 1,506 25
1997 16.13 -- -- 15.91 632 10
5/6/97 15.43 -- -- 15.24 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
GLOBAL FIXED INCOME
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 11.88 822 $ 10 $ 11.79 2,216 $ 26
1998 13.17 -- -- 13.09 -- --
5/1/98 12.17 -- -- 12.11 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A1
<PAGE>
FULLY MANAGED
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 22.01 13,633 $ 300 $ 21.65 11,023 $ 239
1998 20.84 2,619 55 20.53 4,512 93
1997 19.93 -- -- 19.66 1,701 33
5/6/97 17.95 -- -- 17.73 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
TOTAL RETURN
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 18.20 32,717 $ 595 $ 18.06 123,053 $ 2,222
1998 17.83 15,411 275 17.72 81,617 1,446
1997 16.18 2,430 39 16.10 13,026 209
5/6/97 14.36 -- -- 14.31 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
EQUITY INCOME
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 21.83 12,749 $ 278 $ 21.47 15,934 $ 342
1998 22.27 9,623 214 21.94 6,014 132
1997 20.83 -- -- 20.55 1,243 26
5/6/97 18.54 -- -- 18.32 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
VALUE EQUITY
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 18.28 5,400 $ 99 $ 18.14 15,606 $ 283
1998 18.41 1,678 31 18.31 4,464 82
1997 18.36 1,048 19 18.28 1,056 19
5/6/97 15.72 -- -- 15.66 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A2
<PAGE>
RISING DIVIDENDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 26.07 13,823 $ 360 $ 25.83 79,175 $ 2,045
1998 22.79 1,734 40 22.61 34,310 776
1997 20.22 90 2 20.09 8,223 165
5/6/97 17.27 -- -- 17.18 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
MANAGED GLOBAL
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 24.23 9,519 $ 231 $ 23.97 31,419 $ 753
1998 15.02 2,440 37 14.88 9,572 142
1997 11.76 -- -- 11.67 2,969 35
5/6/97 11.24 -- -- 11.16 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
RESEARCH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 28.25 32,639 $ 921 $ 28.04 122,839 $ 3,444
1998 23.03 26,762 616 22.89 20,466 1,865
1997 18.95 4,095 78 18.87 9,642 182
5/6/97 16.72 -- -- 16.66 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
CAPITAL APPRECIATION
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 30.46 11,524 $ 351 $ 30.11 15,289 $ 460
1998 24.75 578 14 24.50 4,904 120
1997 22.24 -- -- 22.05 734 16
5/6/97 18.45 -- -- 18.31 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A3
<PAGE>
CAPITAL GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 21.18 9,819 $ 208 $ 21.06 53,276 $ 1,122
1998 17.08 6,031 103 17.01 20,311 346
1997 15.45 -- -- 15.41 334 5
5/6/97 12.46 -- -- 12.44 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
STRATEGIC EQUITY
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 22.06 6,034 $ 133 $ 21.92 11,085 $ 243
1998 14.30 2,037 29 14.23 1,867 27
1997 14.36 -- -- 14.31 1,265 18
5/6/97 11.96 -- -- 11.93 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
MID-CAP GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 39.97 11,889 $ 475 $ 39.59 47,634 $ 1,896
1998 22.60 7,677 173 22.43 27,872 625
1997 18.64 1,402 26 18.52 2,866 53
5/6/97 15.76 -- -- 15.68 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SMALL CAP
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 22.96 2,466 $ 57 $ 22.82 51,013 $ 1,164
1998 15.44 3,612 56 15.37 9,918 152
1997 12.92 -- -- 12.88 3,434 44
5/6/97 10.72 -- -- 10.70 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A4
<PAGE>
GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 28.78 27,730 $ 798 $ 28.62 197,439 $ 5,651
1998 16.36 8,286 136 16.29 17,549 286
1997 13.06 -- -- 13.03 3,093 40
5/6/97 12.47 -- -- 12.45 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
REAL ESTATE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 20.96 356 $ 7 $ 20.62 1,581 $ 33
1998 22.07 356 8 21.74 1,474 32
1997 25.82 -- -- 25.48 478 12
5/6/97 21.31 -- -- 21.05 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
HARD ASSETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ -- $ -- $ 17.37 525 $ 9
1998 14.50 -- -- 14.28 1,007 14
1997 20.85 -- -- 20.57 238 5
5/6/97 19.34 -- -- 19.11 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
DEVELOPING WORLD
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ -- $ -- $ 11.61 13,214 $ 153
1998 7.29 -- -- 7.28 -- --
2/19/98 10.00 -- -- 10.00 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A5
<PAGE>
EMERGING MARKETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 12.01 523 $ 6 $ 11.90 5,437 $ 65
1998 6.56 -- -- 6.51 2,917 19
1997 8.75 -- -- 8.70 1,812 16
5/6/97 10.38 -- -- 10.33 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
PIMCO HIGH YIELD BOND
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 10.27 1,835 $ 19 $ 10.24 2,126 $ 22
1998 10.09 -- -- 10.08 -- --
5/1/98 10.00 -- -- 10.00 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
PIMCO STOCKSPLUS GROWTH AND INCOME
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 13.16 1,205 $ 16 $ 13.13 23,566 $ 309
1998 11.12 -- -- 11.11 -- --
5/1/98 10.00 -- -- 10.00 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A6
<PAGE>
B2
APPENDIX B
MARKET VALUE ADJUSTMENT EXAMPLES
EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
CALCULATE THE MARKET VALUE ADJUSTMENT
1. The contract value of the Fixed Interest Allocation on the date of
surrender is 3
$124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Market Value Adjustment =
2,555/365
$124,230 x [((1.07/1.0825) ) -1 ] = $9,700
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).
EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
CALCULATE THE MARKET VALUE ADJUSTMENT
1. The contract value of the Fixed Interest Allocation on the date of
surrender is 3
$124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Market Value Adjustment =
2,555/365
$124,230 x [(( 1.07/1.0625) ) -1 ] = $6,270
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).
EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.
B1
<PAGE>
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of the Fixed Interest Allocation on the date of
withdrawal is 3
$248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[ $114,530 / (( 1.07/1.0825) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
4. Market Value Adjustment =
2,555/365
$124,230 x [(( 1.07/1.0825) ) -1] = $9,700
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.
EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of Fixed Interest Allocation on the date of
surrender is 3
$248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[ $130,500 / (( 1.07/1.0625) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
4. Market Value Adjustment =
2,555/365
$124,230 x [(( 1.07/1.0625) ) -1 ] = $6,270
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.
B2
<PAGE>
APPENDIX C
SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE
The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fourth contract year of 20% of the contract
value of $35,000.
In this example, $5,250 ($35,000 x .15) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $7,000 ($35,000 x .20). Therefore, $1,750 ($7,000 -
$5,250) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 4% surrender charge of $70 ($1,750
x .04). This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.
C1
<PAGE>
ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
First Golden American Life Insurance Company of New York is a stock company
domiciled in New York, New York
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
106958 NY DVA PLUS 5/00
<PAGE>
FG-EMPIRE-PE-May00-02.doc
ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK
- --------------------------------------------------------------------------------
PROFILE OF
EMPIRE PRIMELITE
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
MAY 1, 2000
--------------------------------------------------------------------
This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract. The
Contract is more fully described in the full prospectus which
accompanies this Profile. Please read the prospectus carefully.
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and First Golden American Life Insurance
Company of New York ("First Golden"). The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of 13 mutual fund investment
portfolios through our Separate Account NY-B and/or (ii) in a fixed account of
First Golden with guaranteed interest periods. The 13 mutual fund portfolios are
listed on page 3 below. We currently offer guaranteed interest periods of 1, 3,
5, 7 and 10 years in the fixed account. We set the interest rates in the fixed
account (which will never be less than 3%) periodically. We may credit a
different interest rate for each interest period. The interest you earn in the
fixed account as well as your principal is guaranteed by First Golden as long as
you do not take your money out before the maturity date for the applicable
interest period. If you withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you take out. Generally the investment portfolios are
designed to offer a better return than the fixed account. However, this is NOT
guaranteed. You may not make any money, and you can even lose the money you
invest.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.
EMPIRE PRIMELITE PROFILE PROSPECTUS BEGINS AFTER
PAGE 7 OF THIS PROFILE
<PAGE>
You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.
2. YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
ANNUITY OPTIONS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Option 1 Income for a Payments are made for a specified number of years to you
fixed period or your beneficiary.
- -----------------------------------------------------------------------------------------------------
Option 2 Income for Payments are made for the rest of your life or longer
life with a for a specified period such as 10 or 20 years or until the
period certain total amount used to buy this option has been repaid. This
option comes with an added guarantee that payments will
continue to your beneficiary for the remainder of such
period if you should die during the period.
- -----------------------------------------------------------------------------------------------------
Option 3 Joint life income Payments are made for your life and the life of another
person (usually your spouse).
- -----------------------------------------------------------------------------------------------------
Option 4 Annuity plan Any other annuitization plan that we choose to offer on the
annuity start date.
- -----------------------------------------------------------------------------------------------------
</TABLE>
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. Once you elect an annuity option and begin to
receive payments, it cannot be changed.
3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn 85. Under certain circumstances, we may waive the minimum initial and
additional premium payment requirement. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.
The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.
2 EMPIRE PRIMELITE PROFILE
<PAGE>
4. THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 13 mutual fund
investment portfolios through our Separate Account A. The investment portfolios
are described in the prospectuses for the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series Inc. If
you invest in any of the following investment portfolios, depending on market
conditions, you may make or lose money:
THE GCG TRUST
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
5. EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts an
annual contract administrative charge of $30, and if you invest in an investment
portfolio, a mortality and expense risk charge and an asset-based administrative
charge. The mortality and expense risk charge and the asset-based administrative
charge are deducted daily directly from your contract value in the investment
portfolios. The mortality and expense risk charge (depending on the death
benefit you choose) and the asset-based administrative charge, on an annual
basis, are as follows:
STANDARD ANNUAL RATCHET ENHANCED
DEATH BENEFIT DEATH BENEFIT
Mortality & Expense Risk Charge 1.10% 1.25%
Asset-Based Administrative Charge 0.15% 0.15%
----- -----
Total 1.25% 1.40%
Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.54% to 1.20% annually (see following table) of the portfolio's average
daily net asset balance.
If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.
We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment.
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
3 EMPIRE PRIMELITE PROFILE
<PAGE>
The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge, the asset-based administrative charge, and reflects the
annual contract administrative charge as 0.07% (based on an average contract
value of $45,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on actual
expenses as of December 31, 1999 for the GCG Trust and the Greenwich Street
Series Fund; as of January 31, 2000 for the Concert Allocation Series Inc.; and
as of October 31, 1999 for the Travelers Series Fund Inc. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time and assume
that you have elected the Annual Ratchet Enhanced Death Benefit. For these
examples, the premium tax is assumed to be 0%.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF:
INSURANCE PORTFOLIO ANNUAL ----------------------------
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Total Return 1.50% 0.91% 2.41% $ 94 $ 275
- -----------------------------------------------------------------------------------------------
Research 1.50% 0.91% 2.41% $ 94 $ 275
- -----------------------------------------------------------------------------------------------
Mid-Cap Growth 1.50% 0.91% 2.41% $ 94 $ 275
- -----------------------------------------------------------------------------------------------
TRAVELERS SERIES
FUND INC.
Smith Barney Large Cap Value 1.50% 0.67% 2.17% $ 92 $ 250
- -----------------------------------------------------------------------------------------------
Smith Barney International
Equity 1.50% 1.00% 2.50% $ 95 $ 284
- -----------------------------------------------------------------------------------------------
Smith Barney High Income 1.50% 0.66% 2.16% $ 92 $ 249
- -----------------------------------------------------------------------------------------------
Smith Barney Money Market 1.50% 0.54% 2.04% $ 91 $ 237
- -----------------------------------------------------------------------------------------------
GREENWICH STREET SERIES
FUND
Appreciation 1.50% 0.79% 2.29% $ 93 $ 263
- -----------------------------------------------------------------------------------------------
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth 1.50% 1.20% 2.70% $ 97 $ 303
- -----------------------------------------------------------------------------------------------
Select Growth 1.50% 1.13% 2.63% $ 97 $ 296
- -----------------------------------------------------------------------------------------------
Select Balanced 1.50% 1.07% 2.57% $ 96 $ 290
- -----------------------------------------------------------------------------------------------
Select Conservative 1.50% 1.07% 2.57% $ 96 $ 290
- -----------------------------------------------------------------------------------------------
Select Income 1.50% 1.02% 2.52% $ 95 $ 286
- -----------------------------------------------------------------------------------------------
</TABLE>
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. The 1 Year examples
above include a 7% surrender charge. For more detailed information, see the fee
table in the prospectus for the Contract.
6. TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.
4 EMPIRE PRIMELITE PROFILE
<PAGE>
Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.
For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts. If you are
younger than 59 1/2 when you take money out, in most cases, you will be charged
a 10% federal penalty tax on the amount withdrawn.
7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 7.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.
8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire
calendar years of 1998 and 1999. These numbers reflect the deduction of the
mortality and expense risk charge (based on the Annual Ratchet Enhanced Death
Benefit), the asset-based administrative charge and the annual contract fee, but
do not reflect deductions for surrender charges, if any. If surrender charges
were reflected, they would have the effect of reducing performance. Please keep
in mind that past performance is not a guarantee of future results.
- --------------------------------------------------------------------------------
FISCAL YEARS
INVESTMENT PORTFOLIO 1999 1998
- --------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company***
Mid-Cap Growth 76.48% 21.00%
Research 22.42% 21.24%
Total Return 1.86% 9.94%
- --------------------------------------------------------------------------------
Managed by SSB Citi Management LLC**
Smith Barney Large Cap Value -1.45% 8.20%
Smith Barney International Equity 65.32% 4.93%
Smith Barney High Income 1.06% -1.06%
Smith Barney Money Market 3.21% 3.51%
Appreciation 11.44% 17.40%
- --------------------------------------------------------------------------------
Managed by Travelers Investment Adviser, Inc.*
Select High Growth 25.00% 13.68%
Select Growth 14.42% 12.28%
Select Balanced 5.95% 7.91%
Select Conservative 2.58% 4.60%
Select Income -0.86% 4.02%
- ----------------------
* Year Ended January 31, 2000
** Year Ended October 31, 1999 for all portfolios except the Appreciation
Portfolio, whose average annual total return is based on a December
31, 1999 fiscal year end.
*** Year Ended December 31, 1999
9. DEATH BENEFIT
You may choose (i) the Standard Death Benefit, or (ii) the Annual Ratchet
Enhanced Death Benefit. The Annual Ratchet Enhanced Death Benefit is available
only if the contract owner or the annuitant (if the contract owner is not an
individual) is less than 80 years old at the time of purchase. The Annual
Ratchet Enhanced Death Benefit may not be available where a Contract is held by
joint owners.
5 EMPIRE PRIMELITE PROFILE
<PAGE>
The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.
The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.
Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals; or
3) the cash surrender value.
Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals;
3) the cash surrender value; or
4) the enhanced death benefit, which is determined as follows: On each
contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract
value and select the larger amount as the new enhanced death benefit.
On all other days, the enhanced death benefit is the following amount:
On a daily basis we first take the enhanced death benefit from the
preceding day (which would be the initial premium if the preceding day
is the contract date), then we add additional premiums paid since the
preceding day, and then we subtract any withdrawals made since the
preceding day (including any market value adjustment applied to such
withdrawal), and then we subtract for any associated surrender
charges. That amount becomes the new enhanced death benefit.
Note: In all cases described above, the amount of the death benefit could
be reduced by premium taxes owed and withdrawals not previously
deducted.
10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, we will
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios, the contract value
returned may be greater or less than the premium you paid.
TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw.
6 EMPIRE PRIMELITE PROFILE
<PAGE>
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus.
ADDITIONAL FEATURES. This Contract has other features that may interest
you. These include:
Dollar Cost Averaging. This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month, which may
give you a lower average cost per unit over time than a single one-time
purchase. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. This option is currently available only if you have
$1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
portfolios or in the fixed account with a 1-year guaranteed interest
period. Transfers from the fixed account under this program will not be
subject to a market value adjustment.
Systematic Withdrawals. During the accumulation phase, you can arrange
to have money sent to you at regular intervals throughout the year. Within
limits these withdrawals will not result in any surrender charge.
Withdrawals from your money in the fixed account under this program are not
subject to a market value adjustment. Of course, any applicable income and
penalty taxes will apply on amounts withdrawn.
Automatic Rebalancing. If your contract value is $10,000 or more, you
may elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select.
Investments in the fixed account are not eligible for automatic
rebalancing.
11. INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:
CUSTOMER SERVICE CENTER
230 PARK AVENUE, SUITE 966
NEW YORK, NEW YORK 10169
(800) 963-9539
or your registered representative.
7 EMPIRE PRIMELITE PROFILE
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FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
EMPIRE PRIMELITE
- --------------------------------------------------------------------------------
May 1, 2000
This prospectus describes Empire PrimElite, an individual deferred variable
annuity contract (the "Contract") offered by First Golden American Life
Insurance Company of New York ("First Golden," the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans that
qualify for special federal income tax treatment ("qualified Contracts") as well
as those that do not qualify for such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments in
one or more of 13 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.
We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 1, 3, 5, 7 and 10 years. The interest earned on your money
as well as your principal is guaranteed as long as you hold them until the
maturity date. If you take your money out from a Fixed Interest Allocation more
than 30 days before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase
or decrease your contract value and/or the amount you take out. You bear the
risk that you may receive less than your principal if we take a Market Value
Adjustment. You have a right to return a Contract within 10 days after you
receive it for a full refund of the contract value (which may be more or less
than the premium payments you paid).
This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission
("SEC"). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at 230 Park Avenue, Suite 966,
New York, New York 10169 or call (800) 963-9539, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE GCG TRUST, TRAVELERS SERIES FUND INC., GREENWICH STREET
SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES INC. IS NOT A BANK
DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY
CONCERT ALLOCATION SERIES INC.
- --------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
- --------------------------------------------------------------------------------
<PAGE>
The investment portfolios available under your Contract and the portfolio
managers are:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Total Return Series
Research Series
Mid-Cap Growth Series
TRAVELERS INVESTMENT ADVISER, INC.
Select High Growth Portfolio
Select Growth Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Income Portfolio
SSB CITI FUND MANAGEMENT LLC
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney High Income Portfolio
Smith Barney Money Market Portfolio
Appreciation Portfolio
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account NY-B. We refer to the divisions
as "subaccounts" and the money you place in the Fixed Account's guaranteed
interest periods as "Fixed Interest Allocations" in this prospectus.
<PAGE>
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TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
Index of Special Terms................................................. 1
Fees and Expenses...................................................... 2
Performance Information................................................ 5
Accumulation Unit.............................................. 5
Net Investment Factor.......................................... 5
Condensed Financial Information................................ 6
Financial Statements........................................... 6
Performance Information........................................ 6
First Golden American Life Insurance Company of New York............... 7
The Trusts ......................................................... 7
First Golden Separate Account NY-B..................................... 8
The Investment Portfolios.............................................. 8
Investment Objectives.......................................... 8
Investment Management Fees and Other Expenses.................. 10
The Fixed Interest Allocation.......................................... 11
Selecting a Guaranteed Interest Period......................... 11
Guaranteed Interest Rates...................................... 11
Transfers from a Fixed Interest Allocation..................... 12
Withdrawals from a Fixed Interest Allocation................... 12
Market Value Adjustment........................................ 12
The Annuity Contract................................................... 13
Contract Date and Contract Year ............................... 13
Annuity Start Date............................................. 13
Contract Owner................................................. 13
Annuitant...................................................... 13
Beneficiary.................................................... 15
Purchase and Availability of the Contract...................... 15
Crediting of Premium Payments.................................. 15
Administrative Procedures...................................... 16
Contract Value................................................. 16
Cash Surrender Value........................................... 17
Surrendering to Receive the Cash Surrender Value............... 17
The Subaccounts................................................ 17
Addition, Deletion or Substitution of Subaccounts and
Other Changes............................................... 17
The Fixed Account.............................................. 18
Other Important Provisions..................................... 18
Withdrawals ......................................................... 18
Regular Withdrawals............................................ 18
Systematic Withdrawals......................................... 18
IRA Withdrawals................................................ 20
Transfers Among Your Investments....................................... 20
Dollar Cost Averaging.......................................... 21
Automatic Rebalancing.......................................... 21
Death Benefit Choices.................................................. 22
Death Benefit During the Accumulation Phase.................... 22
Standard Death Benefit................................... 22
Annual Ratchet Enhanced Death Benefit.................... 22
Death Benefit During the Income Phase.......................... 23
Required Distributions upon Contract Owner's Death............. 23
i
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- --------------------------------------------------------------------------------
PAGE
Charges and Fees....................................................... 24
Charge Deduction Subaccount.................................... 24
Charges Deducted from the Contract Value....................... 24
Surrender Charge......................................... 24
Free Withdrawal Amount................................... 24
Surrender Charge for Excess Withdrawals.................. 24
Premium Taxes............................................ 25
Administrative Charge.................................... 25
Transfer Charge.......................................... 25
Charges Deducted from the Subaccounts.......................... 25
Mortality and Expense Risk Charge........................ 25
Asset-Based Administrative Charge........................ 25
Trust Expenses................................................. 26
The Annuity Options.................................................... 26
Annuitization of Your Contract................................. 26
Selecting the Annuity Start Date............................... 27
Frequency of Annuity Payments.................................. 27
The Annuity Options............................................ 27
Income for a Fixed Period................................ 27
Income for Life with a Period Certain.................... 27
Joint Life Income........................................ 27
Annuity Plan............................................. 27
Payment When Named Person Dies................................. 28
Other Contract Provisions.............................................. 28
Reports to Contract Owners..................................... 28
Suspension of Payments......................................... 28
In Case of Errors in Your Application.......................... 28
Assigning the Contract as Collateral........................... 28
Contract Changes-Applicable Tax Law............................ 28
Free Look...................................................... 29
Group or Sponsored Arrangements................................ 29
Selling the Contract........................................... 29
Other Information...................................................... 30
Voting Rights.................................................. 30
State Regulation............................................... 30
Legal Proceedings.............................................. 30
Legal Matters.................................................. 30
Experts........................................................ 30
Federal Tax Considerations............................................. 30
More Information About First Golden American Life Insurance Company of
New York ......................................................... 35
Financial Statements of First Golden American Life Insurance Company
of New York......................................................... 47
Statement of Additional Information
Table of Contents.............................................. 70
Appendix A
Condensed Financial Information................................ A1
Appendix B
Market Value Adjustment Examples............................... B1
Appendix C
Surrender Charge for Excess Withdrawals Example................ C1
ii
<PAGE>
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INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:
SPECIAL TERM PAGE
Accumulation Unit 5
Annual Ratchet Enhanced Death Benefit 22
Annuitant 13
Annuity Start Date 13
Cash Surrender Value 17
Contract Date 13
Contract Owner 13
Contract Value 16
Contract Year 13
Fixed Interest Allocation 11
Free Withdrawal Amount 24
Market Value Adjustment 12
Net Investment Factor 5
Standard Death Benefit 22
The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:
TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals
1
<PAGE>
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FEES AND EXPENSES
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES*
Surrender Charge:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
Transfer Charge.................................................... None**
* If you invested in a Fixed Interest Allocation, a Market Value
Adjustment may apply to certain transactions. This may increase or
decrease your contract value and/or your transfer or surrender amount.
** We may in the future charge $25 per transfer if you make more than 12
transfers in a contract year.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge.............................................. $ 30
(We waive this charge if the total of your premium payments is $100,000 or
more, or if your contract value at the end of a contract year is $100,000
or more.)
SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
STANDARD ENHANCED DEATH BENEFIT
DEATH BENEFIT ANNUAL RATCHET
------------- --------------
Mortality and Expense Risk Charge....... 1.10% 1.25%
Asset-Based Administrative Charge....... 0.15% 0.15%
----- -----
Total Separate Account Charges.......... 1.25% 1.40%
*** As a percentage of average assets in each subaccount. The mortality
and expense risk charge and the asset-based administrative charge are
deducted daily.
2
<PAGE>
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.
TRAVELERS SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net
assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Large Cap Value 0.65% 0.02% 0.67%
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Smith Barney International Equity 0.90% 0.10% 1.00%
- --------------------------------------------------------------------------------
Smith Barney High Income 0.60% 0.06% 0.66%
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Smith Barney Money Market 0.50% 0.04% 0.54%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the fiscal year ended
October 31, 1999.
GREENWICH STREET SERIES FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Appreciation 0.55% 0.24% 0.79%
- --------------------------------------------------------------------------------
(1) Other expenses are based on actual expenses for the year ended
December 31, 1999.
SMITH BARNEY CONCERT ALLOCATION SERIES INC. ANNUAL EXPENSES (as a percentage of
the average daily net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE EXPENSES(1) EXPENSES
- --------------------------------------------------------------------------------
Smith Barney Select High Growth 0.35% 0.85% 1.20%
Smith Barney Select Growth 0.35% 0.78% 1.13%
Smith Barney Select Balanced 0.35% 0.72% 1.07%
Smith Barney Select Conservative 0.35% 0.72% 1.07%
Smith Barney Select Income 0.35% 0.67% 1.02%
- --------------------------------------------------------------------------------
(1) Other expenses are based on a weighted average of the expense ratios
of the underlying funds in which a particular portfolio was invested
on January 31, 2000. The expense ratios for the underlying funds are
based on actual expense for each fund's Class Y shares as of the end
of such fund's most recent fiscal year.
3
<PAGE>
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. The tables reflect
expenses of Account NY-B as well as the expenses of the investment portfolios.
Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.
EXAMPLES:
In the following examples, surrender charges may apply if you choose to
annuitize within the first 7 contract years. The examples also assume election
of the Annual Ratchet Enhanced Death Benefit and are based on an assumed 5%
annual return.
If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Total Return......................... $ 94 $ 125 $ 159 $ 275
Research............................. $ 94 $ 125 $ 159 $ 275
Mid-Cap Growth....................... $ 94 $ 125 $ 159 $ 275
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value......... $ 92 $ 118 $ 146 $ 250
Smith Barney International Equity.... $ 95 $ 128 $ 163 $ 284
Smith Barney High Income............. $ 92 $ 118 $ 146 $ 249
Smith Barney Money Market............ $ 91 $ 114 $ 140 $ 237
GREENWICH STREET SERIES FUND
Appreciation......................... $ 93 $ 122 $ 153 $ 263
SMITH BARNEY CONCERT
Allocation Series Inc.
Select High Growth................... $ 97 $ 134 $ 173 $ 303
Select Growth........................ $ 97 $ 132 $ 170 $ 296
Select Balanced...................... $ 96 $ 130 $ 167 $ 290
Select Conservative.................. $ 96 $ 130 $ 167 $ 290
Select Income........................ $ 96 $ 128 $ 164 $ 286
4
<PAGE>
If you do not surrender your Contract or if you annuitize on the annuity start
date, you would pay the following expenses for each $1,000 invested:
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Total Return......................... $ 24 $ 75 $ 129 $ 275
Research............................. $ 24 $ 75 $ 129 $ 275
Mid-Cap Growth....................... $ 24 $ 75 $ 129 $ 275
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value......... $ 22 $ 68 $ 116 $ 250
Smith Barney International Equity.... $ 25 $ 78 $ 133 $ 284
Smith Barney High Income............. $ 22 $ 68 $ 116 $ 249
Smith Barney Money Market............ $ 21 $ 64 $ 110 $ 237
GREENWICH STREET SERIES FUND
Appreciation......................... $ 23 $ 72 $ 123 $ 263
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth................... $ 27 $ 84 $ 143 $ 303
Select Growth........................ $ 27 $ 82 $ 140 $ 296
Select Balanced...................... $ 26 $ 80 $ 137 $ 290
Select Conservative.................. $ 26 $ 80 $ 137 $ 290
Select Income........................ $ 26 $ 78 $ 134 $ 286
The examples above reflect the annual administrative charge as an annual charge
of 0.07% of assets (based on an average contract value of $45,000). Your charge
would be higher for smaller Contract values and lower for higher Contract
values. Premium taxes may apply and are not reflected in the example.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account NY-B of First Golden ("Account NY-B") has its own
accumulation unit value. The accumulation units are valued each business day
that the New York Stock Exchange is open for trading. Their values may increase
or decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable investment
portfolio. Shares in the investment portfolios are valued at their net asset
value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the subaccount and reinvested in such subaccount. We
subtract from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the subaccount at the end of
the preceding business day.
(4) We then subtract the applicable daily mortality and expense risk
charge and the daily asset-based administrative charge from each
subaccount.
5
<PAGE>
Calculations for the subaccounts are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Account NY-B offered in this prospectus and (ii) the total investment value
history of each such subaccount are presented in Appendix A - Condensed
Financial Information.
FINANCIAL STATEMENTS
The audited financial statements of Account NY-B for the year ended December 31,
1999 are included in the Statement of Additional Information. The audited
financial statements of First Golden for the years ended December 31, 1999, 1998
and 1997 are included in this prospectus.
PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Account NY-B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.
Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long the subaccount of Account
NY-B has been in existence. We may show other total returns for periods of less
than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Account NY-B, assuming an investment at the
beginning of the period, withdrawal of the investment at the end of the period,
and the deduction of all applicable portfolio and contract charges. We may also
show rates of total return on amounts invested at the beginning of the period
with no withdrawal at the end of the period. Total return figures which assume
no withdrawals at the end of the period will reflect all recurring charges, but
will not reflect the surrender charge. In addition, we may present historic
performance data for the investment portfolios since their inception reduced by
some or all of the fees and charges under the Contract. Such adjusted historic
performance includes data that precedes the inception dates of the subaccounts
of Account NY-B. This data is designed to show the performance that would have
resulted if the Contract had been in existence during that time.
Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period.
We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (a measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information, including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.
Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.
6
<PAGE>
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FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
First Golden American Life Insurance Company of New York ("First Golden") was
incorporated on May 24, 1996 as a New York stock life insurance company. First
Golden is a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American"). Golden American is a wholly owned subsidiary of Equitable
of Iowa Companies, Inc. ("Equitable of Iowa").
Equitable of Iowa is wholly owned subsidiary of ING Groep N.V. ("ING"), a global
financial services holding company based in The Netherlands. First Golden's
financial statements appear in this prospectus. First Golden is authorized to do
business in Delaware and New York. Equitable of Iowa is the holding company for
Golden American, Directed Services, Inc. (the investment advisor of The GCG
Trust and the distributor of the Contracts) and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management Co. LLC, one of the
portfolio managers of The GCG Trust. ING also owns Baring International
Investment Limited, another portfolio manager of The GCG Trust.
Our principal office is located at 230 Park Avenue, Suite 966, New York, New
York 10169.
- --------------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------------
In this prospectus, we refer to the GCG Trust, Travelers Series Fund Inc.,
Greenwich Street Series Fund and Smith Barney Concert Allocation Series
collectively as the "Trusts" and individually as a "Trust."
The GCG Trust is a mutual fund whose shares are available to separate accounts
funding variable annuity contracts offered by Equitable and other insurance
companies and variable life insurance policies offered by other insurance
companies. Pending SEC approval, shares of the GCG Trust may also be sold to
certain qualified pension and retirement plans.
The Travelers Series Fund Inc., Greenwich Street Series Fund and Smith Barney
Concert Allocation Series Inc. are also mutual funds whose shares are available
to Account A which funds variable insurance products offered by Equitable Life.
The Travelers Series Fund Inc., and Greenwich Street Series Fund shares may also
be available to other separate accounts funding variable insurance products
offered by Equitable Life. The Travelers Series Fund Inc., Greenwich Street
Series Fund and Smith Barney Concert Allocation Series Inc. may also sell their
shares to separate accounts of other insurance companies, both affiliated and
not affiliated with Equitable Life. The principal address of Travelers Series
Fund Inc., Greenwich Street Series Fund and Smith Barney Concert Allocation
Series is 388 Greenwich Street, New York, New York 10013.
In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, and Greenwich
Street Series Fund, the Boards of Directors of Travelers Series Fund Inc. and
Smith Barney Concert Allocation Series Inc., and the management of Directed
Services, Inc., and any other insurance companies participating in the Trusts
will monitor events to identify and resolve any material conflicts that may
arise.
YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, TRAVELERS SERIES FUND
INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.
7
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- --------------------------------------------------------------------------------
FIRST GOLDEN SEPARATE ACCOUNT NY-B
- --------------------------------------------------------------------------------
First Golden Separate Account NY-B ("Account NY-B") was established as a
separate account of First Golden on June 13, 1996. It is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 ("1940
Act"). Account NY-B is a separate investment account used for our variable
annuity contracts. We own all the assets in Account NY-B but such assets are
kept separate from our other accounts.
Account NY-B is divided in subaccounts. Each subaccount invests exclusively in
shares of one mutual fund investment portfolio of the GCG Trust, Travelers
Series Fund Inc., Greenwich Street Series Fund and Smith Barney Concert
Allocation Series Inc. Each investment portfolio has its own distinct investment
objectives and policies. Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount of
Account NY-B without regard to any other income, gains or losses of the Company.
Assets equal to the reserves and other contract liabilities with respect to each
are not chargeable with liabilities arising out of any other business of the
Company. They may, however, be subject to liabilities arising from subaccounts
whose assets we attribute to other variable annuity contracts supported by
Account NY-B. If the assets in Account NY-B exceed the required reserves and
other liabilities, we may transfer the excess to our general account. We are
obligated to pay all benefits and make all payments provided under the
Contracts.
We currently offer other variable annuity contracts that invest in Account NY-B
but are not discussed in this prospectus. Account NY-B may also invest in other
investment portfolios which are not available under your Contract.
- --------------------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL.
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objective. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC., GREENWICH STREET SERIES FUND AND SMITH BARNEY
CONCERT ALLOCATION SERIES. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
TO OBTAIN FREE COPIES OF THESE PROSPECTUSES, PLEASE WRITE TO OUR CUSTOMER
SERVICE CENTER AT P.O. BOX 2700, WEST CHESTER, PENNSYLVANIA 19380 OR CALL (800)
366-0066 OR ACCESS THE SEC'S WEBSITE (http://www.sec.gov).
<TABLE>
<CAPTION>
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INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
---------------------------------------------------------------------------------------
<S> <C>
THE GCG TRUST Seeks above-average income (compared to a portfolio entirely
Total Return invested in equity securities) consistent with the prudent
employment of capital.
Invests primarily in a combination of equity and fixed
income securities.
-------------------------------------------------------------
Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or securities convertible
into common stocks of companies believed to have better than
average prospects for long-term growth.
-------------------------------------------------------------
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INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
---------------------------------------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of companies with
medium market capitalization which the portfolio manager
believes have above-average growth potential.
-------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
Smith Barney Large Seeks current income and long-term growth of income and
Cap Value capital.
Invests primarily in common stocks of U.S. companies having
market capitalization of at least $5 billion at the time of
investment.
-------------------------------------------------------------
Smith Barney
International Equity Seeks total return on its assets from growth of capital and
income.
Invests primarily in a diversified portfolio of equity
securities of established non-U.S. issuers.
-------------------------------------------------------------
Smith Barney High
Income Seeks high current income. Secondary objective: capital
appreciation.
Invests in high-yielding corporate debt obligations and
preferred stock of foreign issuers. In addition, the
portfolio may invest up to 20% of its assets in the
securities of foreign issuers that are denominated in
currencies other than U.S. dollars.
-------------------------------------------------------------
Smith Barney Money
Market Seeks maximum current income and preservation of capital.
Invests in bank obligations and high quality commercial
paper, corporate obligations and municipal obligations in
addition to U.S. government securities and related
repurchase agreements.
-------------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation Seeks long-term appreciation of capital.
The fund invests primarily in equity securities of U.S.
companies. The fund typically invests in medium and large
capitalization companies but may also invest in small
capitalization companies. Equity securities include exchange
traded and over-the-counter common stocks and preferred
stocks, debt convertible into equity securities, and
warrants and rights relating to equity securities.
-------------------------------------------------------------
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select High Growth Seeks capital appreciation.
Invests a large portion of its assets in aggressive equity
mutual funds that focus on smaller, more speculative
companies as well as mid-sized (or larger) companies with
the potential for rapid growth. A significant portion of the
portfolio may be invested in international or emerging
markets funds in order to achieve a greater level of
diversification.
-------------------------------------------------------------
Select Growth Seeks long-term growth of capital.
Invests primarily in mutual funds that focus on
large-capitalization equity securities, to provide growth.
The portfolio also invests in small- and
middle-capitalization equity securities and international
securities. In addition, a significant portion of the
portfolio is also allocated to funds that invest in fixed
income --- securities to help reduce volatility.
-------------------------------------------------------------
9
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---------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
---------------------------------------------------------------------------------------
Select Balanced Seeks long-term growth of capital and income, placing equal
emphasis on current income and capital appreciation.
The portfolio divides its assets roughly between equity and
fixed-income mutual funds. The equity funds are primarily
large-capitalization, dividend-paying stock funds. The
fixed-income portion of the portfolio is mainly invested in
funds that invest in U.S. government and agency securities,
as well as mortgage-backed securities.
-------------------------------------------------------------
Select Conservative Seeks income, and secondarily, long-term capital growth.
The portfolio consists primarily of taxable fixed income
funds, with a significant portion invested in equity funds
that invest primarily in large-capitalization U.S. stocks.
-------------------------------------------------------------
Select Income Seeks high current income.
The portfolio allocates most of its assets to taxable
fixed-income funds designed to generate a high level of
income consistent with safety and relative stability of
principal. A small portion of the portfolio is invested in
equity funds that primarily invest in large-capitalization
U.S. stocks.
-------------------------------------------------------------
</TABLE>
INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to manage the assets of each portfolio
of the GCG Trust. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
average daily net assets of a portfolio. For a list of the portfolio managers,
see the front cover of this prospectus.
SSB Citi Fund Management LLC ("SSB Citi") serves as the investment advisor for
the Travelers Series Fund Inc. and the Greenwich Street Series Fund. The
Travelers Series Fund Inc. and the Greenwich Street Series Fund each pay SSB
Citi a monthly advisory fee for its investment advisory services based on the
average daily net assets of the respective investment portfolios.
Travelers Investment Advisers, Inc. ("Travelers") serves as the investment
advisor for the Smith Barney Concert Allocation Series Inc. Smith Barney Concert
Allocation Series Inc. pays a monthly advisory fee to Travelers based on the
average daily net assets of the investment portfolios. Directed Services, SSB
Citi and Travelers provide or procure, at their own expense, the services
necessary for the operation of the portfolios, including the retention of
portfolio managers to manage the assets of the certain portfolios.
Directed Services, SSB Citi and Travelers do not bear the expense of brokerage
fees and other transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expenses of the independent trustees,
and extraordinary expenses, such as litigation or indemnification expenses.
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.54% to 1.20%. See "Fees and Expenses" in this prospectus.
We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S ADVISORY FEES IN
THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.
10
<PAGE>
- --------------------------------------------------------------------------------
THE FIXED INTEREST ALLOCATION
- --------------------------------------------------------------------------------
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years, although
we may not offer all these periods in the future. You may select one or more
guaranteed interest periods at any one time. We will credit your Fixed Interest
Allocation with a guaranteed interest rate for the interest period you select,
so long as you do not withdraw money from that Fixed Interest Allocation before
the end of the guaranteed interest period. Each guaranteed interest period ends
on its maturity date which is the last day of the month in which the interest
period is scheduled to expire.
If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the applicable
guaranteed interest period, we will apply a Market Value Adjustment to the
transaction. A Market Value Adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current interest rates
at the time of the transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN
YOUR PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.
Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customers, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.
SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered.
Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawals), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate, which yields the quoted
guaranteed interest rate.
GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.
11
<PAGE>
We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.
TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account NY-B. Unless you tell us the Fixed Interest
Allocations from which such transfers will be made, we will transfer amounts
from your Fixed Interest Allocations starting with the guaranteed interest
period nearest its maturity date, until we have honored your transfer request.
The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $250. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer is subject to a Market Value Adjustment.
On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccount(s) and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.
At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.
WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax.
If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
invested, unless the withdrawal exceeds the contract value in the subaccounts.
If there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request.
MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under
12
<PAGE>
the systematic withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.
We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:
N/365
((1+I)/(1+J+.0025)) -1
Where,
o "I" is the Index Rate for a Fixed Interest Allocation on the first day
of the guaranteed interest period;
o "J" is the Index Rate for a new Fixed Interest Allocation with a
guaranteed interest period equal to the time remaining in the
guaranteed interest period, at the time of calculation; and
o "N" is the remaining number of days in the guaranteed interest period
at the time of calculation.
The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average is currently based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.
A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.
Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.
- --------------------------------------------------------------------------------
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of The GCG Trust, Travelers
Series Fund Inc., Greenwich Street Series Fund and Smith Barney Allocation
Series Inc. funded by Account NY-B. It also provides a means for you to invest
in a Fixed Interest Allocation through the Fixed Account.
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.
13
<PAGE>
ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.
CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.
The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.
If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.
JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.
ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.
The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).
If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.
If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.
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Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).
If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.
One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.
You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.
CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit and the guaranteed death benefit. You
may also change the beneficiary. All requests for changes must be in writing and
submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.
PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of $500 or more ($250 for qualified
Contracts) at any time after the free look period before you turn age 85. Under
certain circumstances, we may waive the minimum premium payment requirement. We
may also change the minimum initial or additional premium requirements for
certain group or sponsored arrangements. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.
CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be credited to a Contract within 1
business day if we receive all information necessary. In certain states we also
accept initial and additional premium payments by wire order. Wire transmittals
must be accompanied by sufficient electronically transmitted data. We may retain
premium payments for up to 5 business days while attempting to complete an
incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.
We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other
15
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subaccount(s) in your instructions. For initial premium payments, the payment
will be credited at the accumulation unit value next determined after we receive
your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocations specified by you within 2 business days.
We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.
Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account NY-B with respect to your
Contract. The net investment results of each subaccount vary with its investment
performance.
We may require that an initial premium designated for a subaccount of Account
NY-B or the Fixed Account be allocated to a subaccount specially designated by
the Company (currently, the Liquid Asset subaccount) during the free look
period. After the free look period, we will convert your contract value (your
initial premium plus any earnings less any expenses) into accumulation units of
the subaccounts you previously selected. The accumulation units will be
allocated based on the accumulation unit value next computed for each
subaccount. Initial premiums designated for Fixed Interest Allocations will be
allocated to a Fixed Interest Allocation with the guaranteed interest period you
have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.
ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.
CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocations is the sum of premium payments allocated to the Fixed
Interest Allocations under the Contract, plus contract value transferred to the
Fixed Interest Allocations, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawals), contract fees, and premium taxes.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation will be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).
On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:
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(1) We take the contract value in the subaccount at the end of the
preceding business day.
(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments, and then add or
subtract any transfers to or from that subaccount.
(5) We subtract from (4) any withdrawals and any related charges, and then
subtract any contract fees and premium taxes.
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, and any other charges incurred
but not yet deducted.
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.
Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.
THE SUBACCOUNTS
Each of the 13 subaccounts of Account A offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account A invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the Travelers Series Fund, Inc., a
corresponding portfolio of the Greenwich Street Series Fund, or a corresponding
portfolio of the Smith Barney Concert Allocation Series Inc.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.
We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio,
unless you request otherwise.
We also reserve the right to: (i) deregister Account NY-B under the 1940 Act;
(ii) operate Account NY-B as a management company under the 1940 Act if it is
operating as a unit investment trust; (iii) operate Account NY-B as a unit
investment trust under the 1940 Act if it is operating as a managed separate
account; (iv)
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restrict or eliminate any voting rights as to Account NY-B; and (v) combine
Account NY-B with other accounts.
We will, of course, provide you with written notice before any of these changes
are effected.
THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.
OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts. These contracts have different charges that
could effect their performance, and many offer different benefits more suitable
to your needs. To obtain more information about these other contracts, contact
our Customer Service Center or your registered representative.
OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.
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WITHDRAWALS
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Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.
You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.
We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.
SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations.
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Systematic withdrawals may be taken monthly, quarterly or annually. You decide
when you would like systematic payments to start as long as it starts at least
28 days after your contract date. You also select the date on which the
systematic withdrawals will be made, but this date cannot be later than the 28th
day of the month. If you have elected to receive systematic withdrawals but have
not chosen a date, we will make the withdrawals on the same calendar day of each
month as your contract date. If your contract date is after the 28th, your
systematic withdrawal will be made on the 28th day of each month.
Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:
MAXIMUM PERCENTAGE
FREQUENCY OF CONTRACT VALUE
Monthly 1.25%
Quarterly 3.75%
Annually 15.00%
If your systematic withdrawal is a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the amount
withdrawn so that it equals such percentage. Thus, your fixed dollar systematic
withdrawals will never exceed the maximum percentage. If you want fixed dollar
systematic withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic Withdrawal
Feature which you may add to your regular systematic withdrawal program.
If your systematic withdrawal is based on a percentage of your contract value
and the amount to be systematically withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long as it
does not exceed the maximum percentage. If the systematic withdrawal would
exceed the maximum percentage, we will send the amount, and then automatically
cancel your systematic withdrawal option.
Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) or 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.
You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.
FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 15% of your contract
value as determined on the day we receive your election of this feature. The
maximum limit will not be recalculated when you make additional premium
payments, unless you instruct us to do so.
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We will assess a surrender charge on the withdrawal date if the systematic
withdrawal exceeds the maximum limit as calculated on the withdrawal date. We
will assess a Market Value Adjustment on the withdrawal date if the systematic
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will apply the surrender charge and any Market Value
Adjustment directly to your contract value (rather than to the systematic
withdrawal) so that the amount of each systematic withdrawal remains fixed.
Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Internal Revenue Code (the "Code")
may exceed the maximum. Such withdrawals are subject to surrender charges and
Market Value Adjustment when they exceed the applicable free withdrawal amount.
IRA WITHDRAWALS If you have a non-Roth IRA Contract and will be at least age 70
1/2 during the current calendar year, you may elect to have distributions made
to you to satisfy requirements imposed by federal tax law. IRA withdrawals
provide payout of amounts required to be distributed by the Internal Revenue
Service ("IRS") rules governing mandatory distributions under qualified plans.
We will send you a notice before your distributions commence. You may elect to
take IRA withdrawals at that time, or at a later date. You may not elect IRA
withdrawals and participate in systematic withdrawals at the same time. If you
do not elect to take IRA withdrawals, and distributions are required by federal
tax law, distributions adequate to satisfy the requirements imposed by federal
tax law may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.
You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.
You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.
You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.
An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.
CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.
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TRANSFERS AMONG YOUR INVESTMENTS
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You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgment
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or in accordance with applicable law. We will apply a Market Value Adjustment to
transfers from a Fixed Interest Allocation taken more than 30 days before its
maturity date unless the transfer is made under the dollar cost averaging
program.
Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.
To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account NY-B and the Company will not be
liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone.
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a 1-year
guaranteed interest period. These subaccounts or Fixed Interest Allocation serve
as the source accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccounts selected by you.
The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.
You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. If your source account is the Limited
Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12. You may change the transfer
amount once each contract year.
Transfers from a Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment.
If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation may not participate in the
dollar cost averaging program and in systematic withdrawals at the same time.
We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, or
otherwise modify, suspend or terminate this program. Of course, such change will
not affect any dollar cost averaging programs in operation at the time.
AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account NY-B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the
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investment blend of your selected subaccounts. The minimum size of any
allocation must be in full percentage points. Rebalancing does not affect any
amounts that you have allocated to the Fixed Account. The program may be used in
conjunction with the systematic withdrawal option only if withdrawals are taken
pro rata. Automatic rebalancing is not available if you participate in dollar
cost averaging. Automatic rebalancing will not take place during the free look
period.
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.
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DEATH BENEFIT CHOICES
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required claims forms, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For more
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."
You may choose from the following 2 death benefit choices: (1) the Standard
Death Benefit Option; and (2) the Annual Ratchet Enhanced Death Benefit Option.
Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the enhanced death benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the guaranteed death benefit.
STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you choose the Annual Ratchet Enhanced Death Benefit. The
Standard Death Benefit under the Contract is the greatest of (i) your contract
value; (ii) total premium payments less any withdrawals; and (iii) the cash
surrender value.
ANNUAL RATCHET ENHANCED DEATH BENEFIT. The Annual Ratchet Enhanced Death
Benefit under the Contract is the greatest of (i) the contract value; (ii) total
premium payments less any withdrawals; (iii) the cash surrender value; and (iv)
the enhanced death benefit as calculated below.
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HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
FOR THE ANNUAL RATCHET ENHANCED DEATH BENEFIT
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On each contract anniversary that occurs on or before the contract
owner turns age 80, we compare the prior enhanced death benefit to
the contract value and select the larger amount as the new enhanced
death benefit.
On all other days, the enhanced death benefit is the amount
determined below. We first take the enhanced death benefit from the
preceding day (which would be the initial premium if the valuation
date is the contract date) and then we add additional premiums paid
since the preceding day, then we subtract any withdrawals (including
any Market Value Adjustment applied to such withdrawals) since the
preceding day, then we subtract any associated surrender charges.
That amount becomes the new enhanced death benefit.
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The Annual Ratchet Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is less than 80 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit may not be available
where a Contract is held by joint owners.
DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under the Contract which do
not satisfy the requirements of Section 72(s) of the Code.
If any owner of a non-qualified Contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.
Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by First Golden will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.
If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.
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If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.
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CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.
CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.
CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:
SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.
SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest
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Allocations, we will deduct charges proportionately from all other subaccounts
and Fixed Interest Allocations in which you are invested. ANY WITHDRAWAL FROM A
FIXED INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL
TRIGGER A MARKET VALUE ADJUSTMENT.
For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.
PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.
We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time the initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract, when you take an excess
withdrawal or on the annuity start date.
ADMINISTRATIVE CHARGE. We deduct the annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
First Golden. We deduct the charge proportionately from all subaccounts in which
you are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.
TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected the Annual Ratchet Enhanced Death Benefit, the charge, on an annual
basis, is equal to 1.25% of the assets you have in each subaccount. The charge
is deducted each business day at the rate of .003446% for each day since the
previous business day.
ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. The charge is deducted
daily from your assets in each subaccount in order to compensate First Golden
for a portion of the administrative expenses under the Contract.
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TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56% to
1.75%. See "Fees and Expenses" in this Prospectus for details.
Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.
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THE ANNUITY OPTIONS
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ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change the annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.
You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.
The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.
For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.
Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate), the total contract
value applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.
Our approval is needed for any option where:
(1) The person named to receive payment is other than the contract owner
or beneficiary;
(2) The person named is not a natural person, such as a corporation; or
(3) Any income payment would be less than the minimum annuity income
payment allowed.
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SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday. If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.
If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday.
If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. See "Federal Tax Considerations" and the
Statement of Additional Information. For a Contract purchased in connection with
a qualified plan, other than a Roth IRA, distributions must commence not later
than April 1st of the calendar year following the calendar year in which you
attain age 70 1/2 or, in some cases, retire. Distributions may be made through
annuitization or withdrawals. You should consult your tax adviser for tax
advice.
FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.
THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.
OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.
OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period instead. Under this
arrangement, income is guaranteed until payments equal the amount applied. If
the person named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the amount
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.
OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.
OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the 1940 Act, it will comply with the requirements of
such Act.
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PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and First Golden. The amounts
we will pay are determined as follows:
(1) For Option 1, or any remaining guaranteed payments under Option 2, we
will continue payments. Under Options 1 and 2, the discounted values
of the remaining guaranteed payments may be paid in a single sum. This
means we deduct the amount of the interest each remaining guaranteed
payment would have earned had it not been paid out early. The discount
interest rate is never less than 3% for Option 1 and 3.50% for Option
2 per year. We will, however, base the discount interest rate on the
interest rate used to calculate the payments for Options 1 and 2 if
such payments were not based on the tables in the Contract.
(2) For Option 3, no amounts are payable after both named persons have
died.
(3) For Option 4, the annuity option agreement will state the amount we
will pay, if any.
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OTHER CONTRACT PROVISIONS
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REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies in the
report or in any confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account NY-B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account NY-B may not reasonably occur or so that the Company may not
reasonably determine the value of Account NY-B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.
IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.
CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity. You will be given advance notice of such changes.
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FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. To cancel,
you need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it. We will refund the contract value. For purposes of
the refund during the free look period, we include a refund of any charges
deducted from your contract value. Because of the market risks associated with
investing in the portfolios, the contract value returned may be greater or less
than the premium payment you paid. We may, in our discretion, require that
premiums designated for investment in the subaccounts as well as premiums
designated for a Fixed Interest Allocation be allocated to the specially
designated subaccount during the free look period. Your Contract is void as of
the day we receive your Contract and your request. We determine your contract
value at the close of business on the day we receive your written refund
request. If you keep your Contract after the free look period and the investment
is allocated to a subaccount specially designated by the Company, we will put
your money in the subaccount(s) chosen by you, based on the accumulation unit
value next computed for each subaccount, and/or in the Fixed Interest Allocation
chosen by you.
GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.
SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account NY-B and other
separate accounts of First Golden and Golden American Life Insurance Company. We
pay Directed Services for acting as principal underwriter under a distribution
agreement, which in turn pays the writing agent. The principal address of
Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
contract.
--------------------------------------------------------------------------
UNDERWRITER COMPENSATION
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NAME OF PRINCIPAL AMOUNT OF OTHER
UNDERWRITER COMMISSION TO BE PAID COMPENSATION
Directed Services, Inc. Maximum of 6.5% Reimbursement of any
of any initial covered expenses incurred
or additional by registered
premium payments except representatives in
when combined with some connection with
annual trail commissions. the distribution
of the Contracts.
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Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).
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OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-B according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account NY-B which are not attributable to contract owners in the same
proportion.
STATE REGULATION
We are regulated by the Insurance Department of the State of New York. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The variable Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual
statements of our operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.
LEGAL PROCEEDINGS
The Company and its parent, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and other
lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account NY-B.
LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of First Golden.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.
EXPERTS
The audited financial statements of First Golden and Account NY-B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or incorporated by
reference in the Statement of Additional Information and in the Registration
Statement and are included or incorporated by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
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FEDERAL TAX CONSIDERATIONS
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The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.
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TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals for
whom premium payments are comprised solely of proceeds from and/or contributions
under retirement plans that are intended to qualify as plans entitled to special
income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax status. In
addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan and receiving distributions
from a qualified Contract in order to continue receiving favorable tax
treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.
TAX STATUS OF THE CONTRACTS
DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for the Contracts to be
treated as annuity contracts for federal income tax purposes. It is intended
that Account NY-B, through the subaccounts, will satisfy these diversification
requirements.
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account NY-B assets, we reserve the
right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Account NY-B assets supporting the Contract.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise.
Other rules may apply to Qualified Contracts.
The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.
TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)
TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration paid for the contract) during the taxable year. There are
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some exceptions to this rule and a prospective contract owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.
WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time. The tax treatment of
market value adjustments is uncertain. You should consult a tax adviser if you
are considering taking a withdrawal from your Contract in circumstances where a
market value adjustment would apply.
In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.
PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:
o made on or after the taxpayer reaches age 59 1/2;
o made on or after the death of a contract owner;
o attributable to the taxpayer's becoming disabled; or
o made as part of a series of substantially equal periodic payments for
the life (or life expectancy) of the taxpayer.
Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.
ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.
TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax advisor as to the tax consequences.
WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.
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TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.
DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For Qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.
For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.
WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchaser of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.
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INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.
ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.
ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The IRS has not ruled
whether an Enhanced Death Benefit could be characterized as an incidental
benefit, the amount of which is limited in any Code section 401(a) pension or
profit-sharing plan or Code section 403(b) tax-sheltered annuity. Employers
using the Contract may want to consult their tax adviser regarding such
information. Further, the IRS has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced Death
Benefit provision in the Contract comports with IRA qualification requirements.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.
34
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- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden should be read in
conjunction with the financial statements, and notes thereto included in this
Prospectus.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a wholly owned subsidiary of
ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes, the
change in control of First Golden was accounted for as a purchase effective
October 25, 1997. This merger resulted in a new basis of accounting reflecting
estimated fair values of assets and liabilities at the merger date. As a result,
the GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.
<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
POST-MERGER | PRE-MERGER
------------------------------------------ | -------------------------
| For the
For the | Period For the
For the For the Period | January 1, Period
Year Year October 25, | 1997 December 17,
Ended Ended 1997 through | through 1996 through
December 31, December 31, December 31, | October 24, December 31,
1999 1998 1997 | 1997 1996
------------ ------------ ------------ | ----------- ------------
<S> <C> <C> <C> <C>
Annuity Product Charges ...... $ 556 $ 239 $ 8 | $ 4 --
Net Income before Federal |
Income Tax ................ $ 1,380 $ 1,277 $ 97 | $ 953 $ 65
Net Income ................... $ 811 $ 775 $ 63 | $ 666 $ 42
Total Assets ................. $83,078 $66,034 $33,927 | N/A $24,967
Total Liabilities ............ $56,420 $38,924 $ 7,832 | N/A $ 24
Total Stockholder's Equity ... $26,658 $27,110 $26,095 | N/A $24,943
</TABLE>
The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe the
differences between SAP and GAAP. See First Golden's Annual Report for more
detail.
<TABLE>
<CAPTION>
SELECTED STATUTORY FINANCIAL DATA
(IN THOUSANDS)
---------------------------------------------------------
For The Years Ended
---------------------------------------------------------
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Premiums and Annuity Considerations .......... $ -- $ 9,005 $ 2,514
Net Income (Loss) before Federal Income Tax .. $ 1,629 $ (938) $ 635
Net Income (Loss) ............................ $ 790 $ (966) $ 439
Total Assets ................................. $ 80,009 $ 62,469 $ 32,965
Total Liabilities ............................ $ 54,927 $ 38,092 $ 7,541
Total Capital and Surplus .................... $ 25,082 $ 24,377 $ 25,424
</TABLE>
35
<PAGE>
BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable products remains strong for several reasons including: strong stock
market performance over the last four years; relatively low interest rates; an
aging U. S. population that is increasingly concerned about retirement, estate
planning, and maintaining their standard of living in retirement; and potential
reductions in government and employer-provided benefits at retirement, as well
as lower public confidence in the adequacy of those benefits.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze First Golden American Life
Insurance Company of New York's ("First Golden" or the "Company") results of
operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources is also provided. This analysis
should be read jointly with the financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report.
RESULTS OF OPERATIONS
MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa and Golden
American Life Insurance Company ("Golden American" or "Parent") and their wholly
owned subsidiaries. In addition, Equitable owned all the outstanding capital
stock of Locust Street Securities, Inc., Equitable Investment Services, Inc.
(subsequently dissolved), Directed Services, Inc., Equitable of Iowa Companies
Capital Trust, Equitable of Iowa Companies Capital Trust II, and Equitable of
Iowa Securities Network, Inc. (subsequently renamed ING Funds Distributor,
Inc.). In exchange for the outstanding capital stock of Equitable, ING paid
total consideration of approximately $2.1 billion in cash and stock and assumed
approximately $400 million in debt. As a result of this transaction, Equitable
was merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC"), a Delaware corporation.
For financial statement purposes, the change in control of the Company through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Company's financial
statements for the periods after October 24, 1997 are presented on the
Post-Merger new basis of accounting. The financial statements for October 24,
1997 and prior periods are presented on the Pre-Merger historical cost basis of
accounting.
The purchase price was allocated to EIC and its subsidiaries with $25.9 million
allocated to the Company. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $96,000 attributed to the Company. Goodwill resulting from the merger
is being amortized over 40 years on a straight-line basis. The carrying value
will be reviewed periodically for any indication of impairment in value.
PREMIUMS. The Company reported variable annuity premiums of $11.7 million for
the year ended December 31, 1999 and $29.2 million for the year ended December
31, 1998. This decrease was mainly due to the discontinuance of a sales
relationship with a distributor that sold 62.1% of the Company's products during
1998. This distributor discontinued the sales relationship as of July, 1999 for
new business.
For the Company's variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these products
are recognized over time in the form of investment spread and product charges.
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<PAGE>
Premiums, net of reinsurance, for variable products from three significant
broker/dealers, each having at least ten percent of total sales, for the year
ended December 31, 1999 totaled $10.6 million, or 90.6% of premiums compared to
$27.5 million, or 94.4% from three significant broker/dealers for the year ended
December 31, 1998.
REVENUES. Product charges from variable annuities totaled $556,000 in 1999 and
$239,000 in 1998. This increase is due to higher account balances associated
with the Company's fixed account and separate account options. Net investment
income was $2.1 million for the year ended December 31, 1999. This was an
increase of 16.4% compared to net investment income of $1.8 million for the year
ended December 31, 1998. The Company recognized realized losses of $166,000
during 1999 compared to a realized gain of $24,000 from the sale of investments
during 1998.
EXPENSES. The Company reported total insurance benefits and expenses of $1.2
million for the year ended December 31, 1999 and $830,000 for the year ended
December 31, 1998. Insurance benefits and expenses consisted of interest
credited to account balances, benefit claims incurred in excess of account
balances, commissions, general expenses, insurance taxes, state licenses, and
fees, amortization of deferred policy acquisition expenses, goodwill, and value
of purchased insurance in force, net of deferred policy acquisition costs.
Interest credited to account balances was $590,000 and $376,000 for the years
ended December 31, 1999 and December 31, 1998, respectively. This increase is
primarily due to higher average account balances associated with the Company's
fixed account option within the variable product.
Commissions, general expenses, and insurance taxes, state licenses, and fees
were $697,000, $362,000 and $128,000, respectively, for the year ended December
31, 1999. For the year ended December 31, 1998, commissions, general expenses,
and insurance taxes, state licenses, and fees were $1.8 million, $834,000 and
$44,000, respectively. Most costs incurred as the result of sales have been
deferred, thus having very little impact on current earnings.
The Company's deferred policy acquisition costs ("DPAC") was eliminated and an
asset of $132,000 representing value of purchased insurance in force ("VPIF")
was established for policies in force at the merger date. The Company deferred
$879,000 of expenses associated with the sale of variable annuity contracts for
the year ended December 31, 1999. Expenses of $2.3 million were deferred for the
year ended December 31, 1998. These acquisition costs are amortized in
proportion to the expected gross profits. Amortization of DPAC was $201,000 and
$76,000 for the years ended December 31, 1999 and 1998, respectively. The
amortization of VPIF was $35,000 for the year ended December 31, 1999 and $8,000
for the year ended December 31, 1998. During 1999 and 1998, VPIF was adjusted to
increase amortization by $3,000 and $6,000, respectively, to reflect changes in
the assumptions related to the timing of future gross profits. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
INCOME. Net income for the year ended December 31, 1999 was $811,000. This was
an increase of $36,000 from net income for the year ended December 31, 1998.
Comprehensive loss for 1999 was $452,000, a decrease of approximately $1.5
million from $1.0 million for 1998.
FINANCIAL CONDITION
RATINGS. Currently, the Company's ratings are A+ by A.M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").
INVESTMENTS. First Golden's assets are invested in accordance with applicable
laws. These laws govern the nature and the quality of investments that may be
made by life insurance companies and the percentage of their assets that may
be committed to any particular type of investment. In general, these laws
permit investments, within specified limits subject to certain qualifications,
in federal, state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate, and certain other
investments.
37
<PAGE>
First Golden purchases investments in accordance with investment guidelines that
take into account investment quality, liquidity, and diversification and invests
primarily in investment grade securities. All of First Golden's assets except
for variable separate account assets are available to meet its obligations under
the contracts.
All of the Company's investments are carried at fair value in the Company's
financial statements. The decrease in the carrying value of the Company's
investment portfolio was due to changes in unrealized depreciation of fixed
maturities. The Company manages the growth of insurance operations in order to
maintain adequate capital ratios.
FIXED MATURITIES. At December 31, 1999, the Company had fixed maturities with an
amortized cost of $29.2 million and an estimated fair value of $28.1 million.
The Company classifies 100% of its securities as available for sale. Net
unrealized depreciation on fixed maturities of $1.1 million was comprised
entirely of gross depreciation. Net unrealized holding losses on these
securities, net of adjustments for VPIF, DPAC, and deferred income taxes of
$603,000 was included in stockholder's equity at December 31, 1999.
The individual securities in the Company's fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U. S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($18.6 million or 63.6%), that are rated BBB+ to
BBB- by Standard & Poor's ($9.1 million or 31.1%), and below investment grade
securities which are securities issued by corporations that are rated BB+ to BB-
by Standard & Poor's ($1.5 million or 5.3%).
Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities. The Company intends to purchase
additional below investment grade securities, but it does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1999, the yield at amortized cost on the
Company's below investment grade portfolio was 7.3% compared to 6.7% for the
Company's investment grade corporate bond portfolio. The Company estimates the
fair value of its below investment grade portfolio was $1.4 million, or 94.0% of
amortized cost value, at December 31, 1999.
Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are issuers of investment grade securities.
The Company attempts to reduce the overall risk in its below investment grade
portfolio, as in all of its investments, through careful credit analysis, strict
investment policy guidelines, and diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Company's ability to
realize the carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of the
impaired security is written down to fair value, which becomes the new cost
basis. The amount of the write-down is included in earnings as a realized loss.
Future events may occur, or additional or updated information may be received,
which may necessitate future write-downs of securities in the Company's
portfolio. Significant write-downs in the carrying value of investments could
materially adversely affect the Company's net income in future periods.
During the year ended December 31, 1999, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $10.8 million as a result of
sales, maturities, and scheduled principal repayments. In total, net pre-tax
losses from sales, calls, and scheduled principal repayments of fixed maturities
amounted to $166,000 in 1999.
At December 31, 1999, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1999, the Company had no
investment in default. The Company's fixed maturities portfolio had a combined
yield at amortized cost of 6.5% at December 31, 1999.
38
<PAGE>
OTHER ASSETS. DPAC represents certain deferred costs of acquiring new insurance
business, principally first year commissions and interest bonuses and other
expenses related to the production of new business after the merger. The
Company's DPAC was eliminated as of the merger date and an asset of $132,000
representing VPIF was established for all policies in force at the merger date.
VPIF is amortized into income in proportion to the expected gross profits of in
force acquired in a manner similar to DPAC amortization. Any expenses which vary
directly with the sales of the Company's products are deferred and amortized. At
December 31, 1999, the Company had VPIF and DPAC balances of $102,000 and $3.2
million, respectively.
Goodwill totaling $96,000, representing the excess of the acquisition cost over
the fair value of net assets acquired, was established at the merger date.
Accumulated amortization of goodwill as of December 31, 1999 was approximately
$5,000.
At December 31, 1999, the Company had $47.2 million of separate account assets
compared to $26.7 million at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and sales
of the Company's variable products, net of redemptions.
At December 31, 1999, the Company had total assets of $83.1 million, an increase
of 25.8% over total assets at December 31, 1998.
LIABILITIES. Future policy benefits decreased $3.2 million during 1999 to $7.6
million, due to net reallocations to the Company's separate account. Policy
reserves represent the premiums received plus accumulated interest less
mortality and administration charges. At December 31, 1999, the Company had
$47.2 million of separate account liabilities. This is an increase of 76.7% over
separate account liabilities as of December 31, 1998, and is primarily related
to market appreciation, increased transfer activity, and sales of the Company's
variable annuity products, net of redemptions.
Other liabilities decreased $187,000 during 1999. The decrease results primarily
due to a decrease in outstanding checks and accounts payable.
The Company's total liabilities increased $17.3 million, or 45.0%, during 1999
and totaled $56.4 million at December 31, 1999. The increase is primarily the
result of an increase in separate account liabilities.
The effects of inflation and changing prices on the Company's financial position
are not material since insurance assets and liabilities are both primarily
monetary and remain in balance. An effect of inflation, which has been low in
recent years, is a decline in stockholder's equity when monetary assets exceed
monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing, and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income, and maturing investments.
Primary uses of these funds are payments of commissions and operating expenses,
investment purchases, as well as withdrawals and surrenders.
Net cash provided by operating activities was $892,000 in 1999 compared to net
cash used in operations of $307,000 in 1998. The operating cash flows result
primarily from an increase in annuity product charges, net investment income,
and decreased commission expense.
Net cash provided by investing activities was $1.9 million during 1999 as
compared to $6.3 million net cash used in investing activities in 1998. This
increase is primarily due to greater net sales of fixed maturities. Net sales
of fixed maturities were $1.0 million in 1999 versus net purchases of fixed
maturities of $3.9 million in 1998.
Net cash used in financing activities was $3.7 million during 1999 as compared
to net cash provided by financing activities of $8.0 million during the prior
year. In 1999, net cash used in financing activities was impacted by net fixed
account deposits of $780,000 compared to $8.8 million in 1998. The change was
also impacted by net reallocations to the Company's separate account, which
increased to $4.6 million from $872,000 during the prior year.
39
<PAGE>
The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. The Company has a $10.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Company's short-term cash
obligations.
First Golden believes it will be able to fund the capital required for projected
new business primarily with existing capital and future capital contributions
from its Parent. First Golden expects to continue to receive capital
contributions from Golden American, if necessary. It is ING's policy to ensure
adequate capital and surplus is provided for the Company and, if necessary,
additional funds will be contributed.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines for a
rating one level less than the one originally given to First Golden or (2) the
New York State Insurance Department risk-based capital minimum requirements as
determined in accordance with New York statutory accounting principles. No funds
were transferred from Golden American in 1998 or 1999. On January 31, 2000,
Golden American provided a cash capital contribution of $2.1 million to First
Golden.
First Golden's principal office is located in New York, New York, where certain
of the Company's records are maintained. The 2,568 square feet of office space
is leased through 2001.
First Golden is required to maintain a minimum capital and surplus of not less
than $6 million under the provisions of the insurance laws of the State of New
York.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to its Parent
during 2000.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Company has
complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate the Company has total adjusted capital well above all required
capital levels.
Vulnerability from Concentrations: First Golden's operations consist of one
business segment, the sale of variable annuity products. First Golden is not
dependent upon any single customer, however, three broker/dealers accounted for
a significant portion of its sales volume in 1999. One distributor sold 62.1% of
the Company's products in 1998. This distributor discontinued the sales
relationship as of July, 1999 for new business. All premiums are generated from
consumers and corporations in the states of New York and Delaware.
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
40
<PAGE>
Impact of Year 2000: In prior years, the Company discussed the nature and
progress of Golden American's plans for the Company to become Year 2000 ready.
In late 1999, Golden American completed remediation and testing of the Company's
systems. As a result of those planning and implementation efforts, the Company
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. Golden American incurred
all expenses during 1999 in connection with remediating the Company's systems.
The Company is not aware of any material problems resulting from Year 2000
issues, either with its products, its internal systems, or the products and
services of third parties. Golden American will continue to monitor the
Company's mission critical computer applications and those of suppliers and
vendors throughout the Year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
MARKET RISK AND RISK MANAGEMENT
Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development, and crediting
rates determination. As part of its risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractowner behavior and
the variable separate account's performance.
Contractowners bear the majority of the investment risks related to the variable
annuity products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not by
the Company (subject to, among other things, certain minimum guarantees). The
Company's products also provide certain minimum death benefits that depend on
the performance of the variable separate account. Currently the majority of
death benefit risks are reinsured, which protects the Company from adverse
mortality experience and prolonged capital market decline.
A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the liabilities in the fixed account are subject to market
value adjustment, the Company does not face a material amount of market risk
volatility. The fixed account liabilities are supported by a portfolio
principally composed of fixed rate investments that can generate predictable,
steady rates of return. The portfolio management strategy for the fixed account
considers the assets available for sale. This enables the Company to respond to
changes in market interest rates, changes in prepayment risk, changes in
relative values of asset sectors and individual securities and loans, changes in
credit quality outlook, and other relevant factors. The objective of portfolio
management is to maximize returns, taking into account interest rate and credit
risks, as well as other risks. The Company's asset/liability management
discipline includes strategies to minimize exposure to loss as interest rates
and economic and market conditions change.
On the basis of these analyses, management believes there is no material
solvency risk to the Company. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 86% of
the in force, pass the risk in underlying fund performance to the contractowner
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 14% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any forward-looking statements contained herein or in any other oral or written
statement by the Company or any of its officers, directors, or employees is
qualified by the fact that actual results of the Company may differ materially
from such statement, among other risks and uncertainties inherent in the
Company's business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which
may affect the ability of the Company to sell its products, the market
value and liquidity of the Company's investments, fee revenue, and the
lapse rate of the Company's policies, notwithstanding product design
features intended to enhance persistency of the Company's products.
41
<PAGE>
2. Changes in the federal income tax laws and regulations, which may
affect the tax status of the Company's products.
3. Changes in the regulation of financial services, including bank sales
and underwriting of insurance products, which may affect the
competitive environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors that could affect the performance of the Company,
including, but not limited to, market conduct claims, litigation,
insurance industry insolvencies, availability of competitive
reinsurance on new business, investment performance of the underlying
portfolios of the variable products, variable product design, and
sales volume by significant sellers of the Company's variable
products.
OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1999 and 1998, First Golden incurred expenses of $137,000 and $248,000,
respectively, under the agreement with Golden American and $142,000 and
$165,000, respectively, under the agreement with Equitable Life.
Effective January 1, 1998 the Company entered into an asset management agreement
with ING Investment Management LLC ("ING IM"), an affiliate, under which ING IM
provides asset management and accounting services. For the years ended December
31, 1999 and 1998, the Company incurred expenses of $73,000 and $56,000,
respectively.
First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the years ended December 31, 1999 and 1998, charges to
Golden American for these services were $269,000 and 210,000, respectively, and
charges to DSI for these services were $387,000 and $75,000, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), another affiliate. For the year ended December 31, 1999, charges
for these services were $149,000 to Security Life and $63,000 to Southland.
DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by First Golden. For the years ended December 31, 1999 and 1998,
commissions paid by First Golden to DSI were $697,000 and $1,754,000,
respectively.
EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1999 and 1998, First Golden
had few direct employees due to its small size and will continue to receive
support pursuant to various management services from DSI, Golden American and
other affiliates as described above under "Certain Agreements." The cost of
these services are allocated to First Golden.
42
<PAGE>
Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."
PROPERTIES. First Golden's principal office is located at 230 Park Avenue, Suite
966, New York, New York 10169, where certain of the Company's records are
maintained. The 2,568 square feet of office space is leased for a 5 year term
which ends in the year 2001.
DIRECTORS AND EXECUTIVE OFFICERS
NAME (AGE) POSITION(S) WITH THE COMPANY
- -------------------------- ---------------------------------------------
Barnett Chernow (50) Director, Chairman and President
Myles R. Tashman (57) Director, Executive Vice President, General
Counsel and Secretary
James R. McInnis (52) Executive Vice President
E. Robert Koster (41) Senior V.P. and Chief Financial Officer
Carol V. Coleman (50) Director
Michael W. Cunningham (51) Director
Stephen J. Friedman (62) Director
Bernard Levitt (74) Director
Roger A. Martin (68) Director
Andrew Kalinowski (55) Director
Phillip R. Lowery (46) Director
Mark A. Tullis (44) Director
David L. Jacobson (50) Senior Vice President and Assistant Secretary
Stephen J. Preston (42) Executive Vice President and Chief Actuary
Mary B. Wilkinson (43) Senior Vice President and Treasurer
Marilyn Talman (53) Vice President, Associate General Counsel
and Assistant Secretary
Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors and/or
officers are directors and/or officers of First Golden's insurance company
affiliates. The principal positions of First Golden's directors and senior
executive officers for the past five years are listed below:
Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
of First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice
President of Golden American. He was elected to serve as a director of First
Golden in June, 1996 and Golden American in April, 1998.
Mr. Myles R. Tashman is Executive Vice President, General Counsel, Secretary and
Director of First Golden. Since December, 1995, Mr. Tashman has also served as
Executive Vice President of Golden American, and since January, 1998, he has
served as a director of Golden American. He was elected to serve as a director
of First Golden in June, 1996.
Mr. James R. McInnis is Executive Vice President of First Golden since December,
1997. From 1982 through November, 1997, he was with the Endeavor Group and held
several offices, including President at the time of his departure.
Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of First Golden and Golden American in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.
Ms. Carol V. Coleman is a Director of First Golden, having been first appointed
in December, 1997. She has been a financial recruiter with Vantage Staffing
since 1994.
Mr. Michael W. Cunningham became a Director of First Golden and Golden American
in April, 1999. Also, he has served as a Director of Life of Georgia and
Security Life of Denver since 1995. Currently, he serves as Executive Vice
President and Chief Financial Officer of ING North America Insurance
Corporation, and has worked for them since 1991.
43
<PAGE>
Mr. Stephen J. Friedman is a Director of First Golden, having been first
appointed in June, 1996. Mr. Friedman is a partner of the law firm of Debevoise
& Plimpton in New York, NY since 1993.
Mr. Bernard Levitt is a Director of First Golden, having been first appointed in
June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.
Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.
Mr. Andrew Kalinowski is a Director of First Golden, having been first appointed
in June, 1996. Mr. Kalinowski has been a Principal and the President of Upstate
Special Risk Services, Incorporated since 1974. He also has been a Principal,
the Chief Marketing Officer and Vice President of LifeMark Securities
Corporation since 1983, a Principal, Vice President and Secretary of LifeMark
Associates, Incorporated since 1993, and a Principal and Director of LIFE
Incorporated.
Mr. Phillip R. Lowery became a Director of First Golden in December 1999 and
Golden American in April 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.
Mr. Mark A. Tullis became a Director of First Golden and Golden American in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September, 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.
Mr. David L. Jacobson was elected Senior Vice President and Assistant Secretary
of First Golden in June, 1996. Since November, 1993, Mr. Jacobson has also
served as Senior Vice President and Assistant Secretary of Golden American.
Since September, 1996, Mr. Jacobson has also served as Assistant Secretary of
Equitable Life Insurance Company of Iowa.
Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.
Ms. Mary Bea Wilkinson was elected Senior Vice President and Treasurer of First
Golden in June 1996. From November, 1993 through 1996, Ms. Wilkinson served as
Senior Vice President, Assistant Secretary and Treasurer of Golden American.
Ms. Marilyn Talman was elected Vice President, Associate General Counsel and
Assistant Secretary of First Golden in June, 1996. Since April, 1996, Ms. Talman
has also served as Vice President, Associate General Counsel and Assistant
Secretary for Golden American. Since September, 1996, Ms. Talman has also served
as Assistant Secretary of Equitable Life Insurance Company of Iowa. From March,
1992 through March, 1996, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.
COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of First Golden as well as the annual salary and bonus for the next five highly
compensated executive officers for the fiscal years ended December 31, 1999.
Certain executive officers of First Golden are also officers of Golden American
and DSI. The salaries of such individuals are allocated among First Golden,
Golden American and DS pursuant to an arrangement among these companies.
EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for First Golden's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.
44
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- -----------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS 1 OPTIONS 2 OPTIONS COMPENSATION 3
- ------------------ ---- ------ ------- --------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow,.......... 1999 $ 300,009 $ 698,380 6,950 $ 20,464 4
President 1998 $ 284,171 $ 105,375 8,000
1997 $ 234,167 $ 31,859 $ 277,576 4,000
James R. McInnis.......... 1999 $ 250,007 $ 955,646 5,550 $ 15,663 4
Executive Vice 1998 $ 250,004 $ 626,245 2,000
President
Myles R. Tashman.......... 1999 $ 199,172 $ 293,831 1,800 $ 14,598 4
Executive Vice 1998 $ 189,337 $ 54,425 3,500
President, General 1997 $ 181,417 $ 25,000 $ 165,512 5,000
Counsel and Secretary
Stephen J. Preston........ 1999 $ 198,964 $ 235,002 2,050 $ 12,564 4
Executive Vice 1998 $ 173.870 $ 32,152 3,500
President and Chief 1997 $ 160,758 $ 16,470
Actuary
Mary Bea Wilkinson........ 1999 $ 158,088 $ 191,968 1,425 $ 11,736 4
Senior Vice 1998 $ 110,484 $ 30,747
President 1997 $ 141,233 $ 14,466
R. Brock Armstrong........ 1999 $ 500,014 $ 500,000 10,175 $ 23,921 4
Former Chief
Executive Officer
Keith Glover.............. 1999 $ 87,475 $ 761,892 $558,541 4,5
Former Executive 1998 $ 250,000 $ 145,120 3,900
Vice President
</TABLE>
- --------------------
1 The amount shown relates to bonuses paid in 1999, 1998, and 1997.
2 Restricted stock awards granted to executive officers vested on October 24,
1997 with the change in control of Equitable of Iowa.
3 Other compensation for 1999 includes reimbursements to named employee for
participation in company sponsored programs such as tuition reimbursement,
PC purchase assistance program, and other miscellaneous payments or
reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
$636; Mr. Tashman received $2,598; Mr. Preston received $564; Ms. Wilkinson
received $1,196; Mr. Armstrong received $1,421; and Mr. Glover received
$3,089;
4 Other compensation for 1999 includes a business allowance for each named
executive which is required to be applied to specific business expenses of
the named executive.
5 In connection with the termination of his employment, Mr. Glover received
payments and benefits totaling $555,452.
45
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM 3
OPTIONS IN FISCAL OR BASE EXPIRATION ----------------------
NAME GRANTED 1 YEAR PRICE 2 DATE 5% 10%
- ---- ----------- ------ --------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow.......... 2,000 3.18 $54.210 01/04/2004 $ 29,954 $ 66,191
4,950 7.86 $54.210 04/01/2009 $ 168,757 $ 427,664
James R. McInnis......... 2,550 4.05 $54.210 04/01/2009 $ 86,936 $ 220,312
3,000 4.77 $55.070 10/01/2009 $ 103,900 $ 263,302
Myles R. Tashman......... 1,800 2.86 $54.210 04/01/2009 $ 61,366 $ 155,514
Stephen J. Preston....... 2,050 3.26 $54.210 04/01/2009 $ 69,889 $ 177,113
Mary Bea Wilkinson....... 1,425 2.26 $54.210 04/01/2009 $ 48,582 $ 123,115
R. Brock Armstrong....... 10,175 16.16 $54.210 04/01/2009 $ 346,890 $ 879,087
</TABLE>
- --------------------
1 Stock appreciation rights granted in 1999 to the officers of First Golden
have a three-year vesting period and an expiration date as shown.
2 The base price was equal to the fair market value of ING's stock on the
date of grant.
3 Total dollar gains based on indicated rates of appreciation of share price
over the total term of the rights.
46
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York
We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1999 and 1998, and the related
statements of operations, changes in stockholder's equity, and cash flows for
the years ended December 31, 1999 and 1998 and for the periods from October 25,
1997 through December 31, 1997 and January 1, 1997 through October 24, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years ended December 31, 1999 and 1998
and for the periods from October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, in conformity with accounting principles
generally accepted in the United States.
s/Ernst & Young LLP
Des Moines, Iowa
February 4, 2000
47
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
ASSETS
Investments:
Fixed maturities, available for sale,
at fair value (Cost: 1999 - $29,178;
1998 - $30,431)........................ $28,095 $30,994
Short-term investments.................... 2,309 3,231
------- -------
Total investments........................... 30,404 34,225
Cash and cash equivalents................... 1,026 1,932
Due from affiliates......................... 539 37
Accrued investment income................... 443 414
Deferred policy acquisition costs........... 3,198 2,347
Value of purchased insurance in force....... 102 117
Property and equipment, less allowances
for depreciation of $31 in 1999 and
$16 in 1998.............................. 41 48
Goodwill, less accumulated amortization
of $5 in 1999 and $3 in 1998............. 91 93
Current income taxes recoverable............ -- 89
Other assets................................ 19 15
Separate account assets..................... 47,215 26,717
------- -------
Total assets................................ $83,078 $66,034
======= ========
See accompanying notes.
48
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity products....................... $ 7,583 $10,830
Current income taxes payable................ 557 --
Deferred income tax liability............... 610 850
Revolving note payable...................... 100 --
Due to affiliates........................... 32 17
Other liabilities........................... 323 510
Separate account liabilities................ 47,215 26,717
------- -------
56,420 38,924
Commitments and contingencies
Stockholder's equity:
Preferred stock, par value $5,000
per share, authorized 6,000 shares..... -- --
Common stock, par value $10 per
share, authorized, issued, and
outstanding 200,000 shares............. 2,000 2,000
Additional paid-in capital............... 23,936 23,936
Accumulated other comprehensive
income (loss).......................... (927) 336
Retained earnings........................ 1,649 838
------- -------
Total stockholder's equity.................. 26,658 27,110
------- -------
Total liabilities and stockholder's
equity.................................... $83,078 $66,034
======= =======
See accompanying notes.
49
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF OPERATIONS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
-----------------------------------------------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues |
Annuity product charges........... $556 $239 $8 | $4
Net investment income............. 2,147 1,844 286 | 1,449
Realized gains (losses) on
investments.... (166) 24 1 | --
Other income...................... 63 -- -- | --
------ ------ ------ | ------
2,600 2,107 295 | 1,453
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to account |
balances.................... 590 376 26 | 48
Benefit claims incurred in |
excess of account balances.. 72 -- -- | --
Underwriting, acquisition, and |
insurance expenses: |
Commissions.................... 697 1,754 141 | 267
General expenses............... 362 834 124 | 461
Insurance taxes, state |
licenses, and fees.......... 128 44 94 | 15
Policy acquisition costs |
deferred.................... (879) (2,264) (204) | (298)
Amortization: |
Deferred policy acquisition |
costs......... 201 76 13 | 7
Value of purchased insurance |
in force................... 35 8 3 | --
Goodwill..................... 2 2 1 | --
------ ------ ------ | ------
1,208 830 198 | 500
|
Interest expense.................... 12 -- -- | --
------ ------ ------ | ------
1,220 830 198 | 500
------ ------ ------ | ------
|
Income before income taxes.......... 1,380 1,277 97 | 953
|
Income taxes........................ 569 502 34 | 287
------ ------ ------ | ------
|
Net income.......................... $ 811 $775 $63 | $666
====== ====== ====== | ======
</TABLE>
See accompanying notes.
50
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)
Accumulated
Additional Other Total
Common Paid-in Comprehensive Retained Stockholder's
Stock Capital Income (Loss) Earnings Equity
------------------------------------------------------------
PRE-MERGER
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... $2,000 $23,000 $(99) $42 $24,943
Comprehensive income:
Net income................... -- -- -- 666 666
Change in net unrealized
investment gains (losses).... -- -- (130) -- (130)
-------
Comprehensive income........... 536
------ ------- ------ ------ -------
Balance at October 24, 1997.... $2,000 $23,000 $ (229) $ 708 $25,479
====== ======= ======= ====== =======
-----------------------------------------------------------
POST-MERGER
-----------------------------------------------------------
Balance at October 25, 1997.... $2,000 $23,936 -- -- $25,936
Comprehensive income:
Net income................... -- -- -- $63 63
Change in net unrealized
investment gains (losses). -- -- $96 -- 96
-------
Comprehensive income........... 159
------ ------- ------ ------ -------
Balance at December 31,1997.... 2,000 23,936 96 63 26,095
Comprehensive income:
Net income................... -- -- -- 775 775
Change in net unrealized
investment gains (losses). -- -- 240 -- 240
-------
Comprehensive income........... 1,015
------ ------- ------ ------ -------
Balance at December 31,1998.... 2,000 23,936 336 838 27,110
Comprehensive income:
Net income................... -- -- -- 811 811
Change in net unrealized
investment gains (losses). -- -- (1,263) -- (1,263)
-------
Comprehensive income........... (452)
------ ------- ------ ------ -------
Balance at December 31,1999.... $2,000 $23,936 $(927) $1,649 $26,658
====== ======= ====== ====== =======
</TABLE>
See accompanying notes.
51
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
----------------------------------------------------|----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|---------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES |
|
Net income.............................................. $811 $775 $63 | $666
Adjustments to reconcile net income to net cash |
provided by (used in) operations: |
Adjustments related to annuity products: |
Interest credited to account balances.............. 590 376 26 | 48
Charges for mortality and administration........... (11) (11) -- | (1)
Decrease (increase) in accrued investment income...... (29) (38) 35 | (73)
Policy acquisition costs deferred..................... (879) (2,264) (204) | (298)
Amortization of deferred policy acquisition costs..... 201 76 13 | 7
Amortization of value of purchased insurance in force. 35 8 3 | --
Change in other assets, due to/from affiliates, other |
liabilities, and accrued income taxes.............. (32) 248 (625) | 739
Provision for depreciation and amortization........... 90 82 12 | 17
Provision for deferred income taxes................... (50) 465 98 | 26
Realized gains (losses) on investments................ 166 (24) (1) | --
----------------------------------------------------|----------------
Net cash provided by (used in) operating activities..... 892 (307) (580) | 1,131
|
INVESTING ACTIVITIES |
|
Sale, maturity, or repayment of investments: |
Fixed maturities - available for sale................. 10,849 1,644 556 | 226
Short-term investments - net.......................... 922 -- -- | --
----------------------------------------------------|----------------
11,771 1,644 556 | 226
Acquisition of investments: |
Fixed maturities - available for sale................. (9,835) (5,549) (2,635) | --
Short-term investments - net.......................... -- (2,432) (59) | (390)
----------------------------------------------------|----------------
(9,835) (7,981) (2,694) | (390)
|
Purchase of property and equipment...................... (8) (4) (2) | (64)
----------------------------------------------------|----------------
Net cash provided by (used in) investing activities..... 1,928 (6,341) (2,140) | (228)
</TABLE>
See accompanying notes.
52
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
POST-MERGER | PRE-MERGER
---------------------------------------------------|-----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
---------------------------------------------------|-----------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES |
|
Proceeds from revolving note payable.................... $13,000 -- -- | --
Repayment of revolving note payable..................... (12,900) -- -- | --
Receipts from investment contracts credited to account |
balances.............................................. 1,008 $9,009 $354 | $2,160
Return of account balances on investment contracts...... (228) (178) (8)| (15)
Net reallocations to separate account................... (4,606) (872) (20)| (38)
---------------------------------------------------|-----------------
Net cash provided by (used in) financing activities..... (3,726) 7,959 326 | 2,107
---------------------------------------------------|-----------------
|
Increase (decrease) in cash and cash equivalents........ (906) 1,311 (2,394)| 3,010
|
Cash and cash equivalents at beginning of period........ 1,932 621 3,015 | 5
---------------------------------------------------|----------------
Cash and cash equivalents at end of period.............. $1,026 $1,932 $621 | $3,015
===================================================|=================
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
Cash paid during the period for: |
Interest............................................. $1 -- -- | --
Income taxes......................................... -- $99 -- | $283
</TABLE>
See accompanying notes.
53
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American" or "Parent"), was incorporated on May 24, 1996. Golden
American is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. On
January 2, 1997 and December 23, 1997, First Golden became licensed as a life
insurance company under the laws of the states of New York and Delaware,
respectively. First Golden received policy approvals on March 25, 1997 and
December 23, 1997 in New York and Delaware, respectively. The Company's products
are marketed by broker/dealers, financial institutions, and insurance agents.
The Company's primary customers are consumers and corporations. See Note 8 for
further information regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement") dated July 7, 1997 among Equitable, PFHI, and ING Groep N.V.
("ING"). PFHI is a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this transaction,
Equitable was merged into PFHI, which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC"), a Delaware corporation. See Note 6 for additional
information regarding the merger.
For financial statement purposes, the ING merger was accounted for as a purchase
effective October 25, 1997. The merger resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities. As a result, the
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting and financial statements
for October 24, 1997 and prior periods are presented on the Pre-Merger
historical cost basis of accounting.
INVESTMENTS
Fixed Maturities: The Company accounts for investments under the Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires fixed maturities to
be designated as either "available for sale," "held for investment," or
"trading." Sales of fixed maturities designated as "available for sale" are not
restricted by SFAS No. 115. Available for sale securities are reported at fair
value and unrealized gains and losses on these securities are included directly
in stockholder's equity, after adjustment for related changes in value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of the
Company's fixed maturities are designated as available for sale, although the
Company is not precluded from designating fixed maturities as held for
investment or trading at some future date.
Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by a
charge to realized losses in the Company's Statements of Operations. Premiums
and discounts are amortized/accrued utilizing a method which results in a
constant yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected lives.
Other Investments: Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.
Realized Gains and Losses: Realized gains and losses are determined on the basis
of specific identification.
Fair Values: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market are estimated
using a third party pricing process. This pricing process uses a matrix
calculation assuming a spread over U. S. Treasury bonds based upon the expected
average lives of the securities. Estimated fair values of publicly traded fixed
maturities are reported by an independent
54
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
pricing service. Fair values of
private placement bonds are estimated using a matrix that assumes a spread
(based on interest rates and a risk assessment of the bonds) over U. S. Treasury
bonds.
CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Company considers
all demand deposits and interest-bearing accounts not related to the investment
function to be cash equivalents. All interest-bearing accounts classified as
cash equivalents have original maturities of three months or less.
DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions, interest bonuses, and other expenses related to the production of
new business, have been deferred. Acquisition costs for variable annuity
products are being amortized generally in proportion to the present value (using
the assumed crediting rate) of expected future gross profits. This amortization
is adjusted retrospectively when the Company revises its estimate of current or
future gross profits to be realized from a group of products. DPAC is adjusted
to reflect the pro forma impact of unrealized gains and losses on fixed
maturities the Company has designated as "available for sale" under SFAS No.
115.
VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from existing insurance contracts. This
allocated cost represents VPIF which reflects the value of those purchased
policies calculated by discounting actuarially determined expected future cash
flows at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Company revises
its estimate of current or future gross profits to be realized from the
insurance contracts acquired. VPIF is adjusted to reflect the pro forma impact
of unrealized gains and losses on available for sale fixed maturities. See Note
6 for additional information on VPIF resulting from the merger.
PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's overall operations. Property and equipment are reported at cost less
allowances for depreciation. Depreciation expense is computed primarily on the
basis of the straight-line method over the estimated useful lives of the assets.
GOODWILL
Goodwill was established as a result of the merger and is being amortized over
40 years on a straight-line basis. See Note 6 for additional information on the
merger.
FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable products
are established utilizing the retrospective deposit accounting method. Policy
reserves represent the premiums received plus accumulated interest, less
mortality and administration charges. Interest credited to these policies ranged
from 4.10% to 6.00% during 1999, 3.95% to 7.10% during 1998, and 5.60% to 7.50%
during 1997.
SEPARATE ACCOUNT
Assets and liabilities of the separate account reported in the accompanying
Balance Sheets represent funds that are separately administered principally for
variable annuity contracts. Contractowners, rather than the Company, bear the
investment risk for the variable products. At the direction of the
contractowners, the separate account invests the premiums from the sale of
variable annuity products in shares of specified
55
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
mutual funds. The assets and
liabilities of the separate account are clearly identified and segregated from
other assets and liabilities of the Company. The portion of the separate account
assets equal to the reserves and other liabilities of variable annuity contracts
cannot be charged with liabilities arising out of any other business the Company
may conduct.
Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractowner investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable annuity contracts invested in the separate account;
the fair value of these liabilities is equal to their carrying amount. Net
investment income and realized and unrealized capital gains and losses related
to separate account assets are not reflected in the accompanying Statements of
Operations.
Product charges recorded by the Company from variable annuity products consist
of charges applicable to each contract for mortality and expense risk, contract
administration, and surrender charges.
DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate. Deferred tax assets or liabilities are adjusted to
reflect the pro forma impact of unrealized gains and losses on fixed maturities
the Company has designated as available for sale under SFAS No. 115. Changes in
deferred tax assets or liabilities resulting from this SFAS No. 115 adjustment
are charged or credited directly to stockholder's equity. Deferred income tax
expenses or credits reflected in the Company's Statements of Operations are
based on the changes in the deferred tax asset or liability from period to
period (excluding the SFAS No. 115 adjustment).
DIVIDEND RESTRICTIONS
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of the Company does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
SEGMENT REPORTING
The Company manages its business as one segment, the sale of variable products
designed to meet customer needs for tax-advantaged saving for retirement and
protection from death. Variable products are sold to consumers and corporations
throughout New York.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are: (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values of
assets and liabilities recorded as
56
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
a result of the merger transaction, (5) asset
valuation allowances, (6) deferred tax benefits (liabilities), and (7) estimates
for commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions regarding
all of the preceding items are inherently subject to change and are reassessed
periodically. Changes in estimates and assumptions could materially impact the
financial statements.
RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial statements
have been reclassified to conform to the 1999 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
The financial statements of the Company differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of acquiring
new business are deferred and amortized over the life of the policies rather
than charged to operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was established as
a result of the merger and is amortized and charged to expense; (3) future
policy benefit reserves for the fixed interest division of the variable products
are based on full account values, rather than the greater of cash surrender
value or amounts derived from discounting methodologies utilizing statutory
interest rates; (4) reserves are reported before reduction for reserve credits
related to reinsurance ceded and a receivable is established, net of an
allowance for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as "available
for sale" and valued at fair value with unrealized appreciation/depreciation,
net of adjustments to value of purchased insurance in force, deferred policy
acquisition costs, and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized cost; (6) the
carrying value of fixed maturities is reduced to fair value by a charge to
realized losses in the Statements of Operations when declines in carrying value
are judged to be other than temporary, rather than through the establishment of
a formula-determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred income taxes are
provided for the difference between the financial statement and income tax bases
of assets and liabilities; (8) net realized gains or losses attributed to
changes in the level of interest rates in the market are recognized when the
sale is completed rather than deferred and amortized over the remaining life of
the fixed maturity security; (9) revenues for variable annuity products consist
of policy administration charges and surrender charges assessed rather than
premiums received; and (10) assets and liabilities are restated to fair values
when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.
57
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles follows:
<TABLE>
<CAPTION>
| PRE-
POST-MERGER | MERGER
------------------------------------------------|---------------
Net Income | Net Income
------------------------------------------------|---------------
For the period |For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31 | October 24,
1999 1998 1997 | 1997
------------------------------------------------|---------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
|
As reported under statutory |
accounting principles......... $790 $(966) $(142)| $581
Interest maintenance reserve.... (52) 14 1 | --
Asset valuation reserve......... -- -- -- | --
Future policy benefits.......... (681) 45 115 | (179)
Nonadmitted assets.............. -- -- -- | --
Net unrealized appreciation |
(depreciation) of fixed |
maturities at fair value...... -- -- -- | --
Change in investment basis as |
result of merger.............. (118) (39) (1)| --
Deferred policy acquisition |
costs......................... 678 2,188 191 | 291
Value of purchased insurance in |
force......................... (35) (8) (3)| --
Current income taxes |
payable....................... 193 -- -- | --
Goodwill........................ (2) (2) (1)| --
Deferred income taxes........... 50 (465) (98)| (26)
Other........................... (12) 8 1 | (1)
------------------------------------------------|---------------
As reported herein.............. $811 $775 $63 | $666
================================================================
</TABLE>
58
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------
Stockholder's Equity
---------------------------------
December 31, December 31,
1999 1998
---------------------------------
(Dollars in thousands)
<S> <C> <C>
As reported under statutory
accounting principles......... $25,082 $24,377
Interest maintenance reserve.... -- 15
Asset valuation reserve......... 145 96
Future policy benefits.......... (697) (16)
Nonadmitted assets.............. 41 43
Net unrealized appreciation
(depreciation) of fixed
maturities at fair value...... (1,083) 563
Change in investment basis as
result of merger.............. 200 318
Deferred policy acquisition
costs......................... 3,198 2,347
Value of purchased insurance in
force......................... 102 117
Current income taxes
payable....................... 193 --
Goodwill........................ 91 93
Deferred income taxes........... (610) (850)
Other........................... (4) 7
---------------------------------
As reported herein.............. $26,658 $27,110
=================================
</TABLE>
59
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS
INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-----------------------------------------------------|-------------------
For the period | For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------|-------------------
(DOLLARS IN THOUSANDS) |
|
<S> <C> <C> <C> <C>
Fixed maturities............. $1,901 $1,726 $294 | $1,449
Short-term investments....... 148 157 13 | 30
Other, net................... 171 -- -- | 2
-----------------------------------------------------|-------------------
Gross investment income...... 2,220 1,883 307 | 1,481
Less investment expenses..... (73) (39) (21) | (32)
-----------------------------------------------------|-------------------
Net investment income........ $2,147 $1,844 $286 | $1,449
=========================================================================
</TABLE>
The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended December 31,
1999, the year ended December 31, 1998, the period October 25, 1997 through
December 31, 1997, and the period January 1, 1997 through October 24, 1997 were
$(1,646,000), $412,000, $(212,000), and $516,000, respectively.
At December 31, 1999 and December 31, 1998, amortized cost, gross unrealized
gains and losses, and estimated fair values of fixed maturities, all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
December 31, 1999
-----------------------------
U.S. government and
governmental agencies
and authorities............ $3,486 -- $(88) $3,398
Public utilities.............. 2,030 -- (77) 1,953
Corporate securities.......... 21,994 -- (910) 21,084
Mortgage-backed securities.... 1,556 -- (8) 1,548
Other asset-backed securities. 112 -- -- 112
------- ------ ------- -------
Total......................... $29,178 -- $(1,083) $28,095
======= ====== ======= =======
December 31, 1998
-----------------------------
U. S. government and
governmental agencies
and authorities............ $3,997 $118 $(3) $4,112
Public utilities.............. 2,543 63 (4) 2,602
Corporate securities.......... 20,351 426 (53) 20,724
Mortgage-backed securities.... 3,540 17 (1) 3,556
------- ------ ------- -------
Total......................... $30,431 $624 $(61) $30,994
======= ====== ======= =======
</TABLE>
60
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
Short-term investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair values for these
securities.
At December 31, 1999, net unrealized investment losses on fixed maturities
designated as available for sale totaled $1,083,000. Depreciation of $603,000
was included in stockholder's equity at December 31, 1999 (net of adjustments of
$16,000 to VPIF, $141,000 to DPAC, and $324,000 to deferred income taxes). At
December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000 was
included in stockholder's equity at December 31, 1998 (net of adjustments of
$5,000 to VPIF, $32,000 to DPAC, and $190,000 to deferred income taxes).
Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1999 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
POST-MERGER
------------------------------------
Amortized Estimated
December 31, 1999 Cost Fair Value
- -----------------------------------------------------------------------------
(Dollars in thousands)
Due in one year or less.................. $1,690 $1,616
Due after one year through five years.... 11,465 11,107
Due after five years through ten years... 14,355 13,712
------------------------------------
27,510 26,435
Mortgage-backed securities............... 1,556 1,548
Other asset-backed securities............ 112 112
------------------------------------
Total ................................... $29,178 $28,095
====================================
61
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
An analysis of sales, maturities, and principal repayments of the Company's
fixed maturities portfolio follows:
<TABLE>
<CAPTION>
Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST-MERGER:
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
and tenders........................... $2,385 -- -- $2,385
Sales................................... 8,630 $4 $(170) 8,464
-----------------------------------------------
Total................................... $11,015 $4 $(170) $10,849
===============================================
For the year ended December 31, 1998:
Scheduled principal repayments, calls,
and tenders........................... $1,080 -- -- $1,080
Sales................................... 540 $24 -- 564
-----------------------------------------------
Total................................... $1,620 $24 -- $1,644
===============================================
For the period October 25, 1997
through December 31, 1997:
Scheduled principal repayments, calls,
and tenders........................... $555 $1 -- $556
===============================================
PRE-MERGER:
For the period January 1, 1997
through October 24, 1997:
Scheduled principal repayments, calls,
and tenders........................... $226 -- -- $226
===============================================
</TABLE>
Investment Valuation Analysis: The Company analyzes its investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of fixed maturities is written down to
fair value by a charge to realized losses when an impairment in value appears to
be other than temporary. During 1999, 1998, and 1997, no investments were
identified as having an impairment other than temporary.
Investments on Deposit: At December 31, 1999 and 1998, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.
Investment Diversifications: The Company's investment policies related to its
investment portfolio require diversification by asset type, company, and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities included investments in
industrials (48% in 1999, 40% in 1998), financial companies (29% in 1999, 24% in
1998), various government bonds and government or agency mortgage-backed
securities (14% in 1999, 13% in 1998), and conventional mortgage-backed
securities (6% in 1999, 11% in 1998).
62
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1999.
4. COMPREHENSIVE INCOME
Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. Other comprehensive income (loss) excludes net investment gains
(losses) included in net income which merely represent transfers from unrealized
to realized gains and losses. These amounts totaled $(108,000) and $16,000 in
1999 and 1998, respectively. Such amounts, which have been measured through the
date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling
$(58,000) and $8,000 in 1999 and 1998, respectively.
5. FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires
disclosure of estimated fair value of all financial instruments, including both
assets and liabilities recognized and not recognized in a company's balance
sheet, unless specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
additional disclosures about derivative financial instruments. Most of the
Company's investments, investment contracts and debt fall within the standards'
definition of a financial instrument. In cases where quoted market prices are
not available, estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows. Accounting, actuarial, and regulatory bodies are continuing to study the
methodologies to be used in developing fair value information, particularly as
it relates to such things as liabilities for insurance contracts. Accordingly,
care should be exercised in deriving conclusions about the Company's business or
financial condition based on the information presented herein.
The Company closely monitors the composition and yield of its invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows. These amounts are taken into
consideration in the Company's overall management of interest rate risk, which
attempts to minimize exposure to changing interest rates through the matching of
investment cash flows with amounts expected to be due under insurance contracts.
These assumptions may not result in values consistent with those obtained
through an actuarial appraisal of the Company's business or values that might
arise in a negotiated transaction.
63
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------
December 31, 1999 December 31, 1998
------------------------ ---------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
---------- ----------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities, available for sale.. $28,095 $28,095 $30,994 $30,994
Short-term investments................ 2,309 2,309 3,231 3,231
Cash and cash equivalents............. 1,026 1,026 1,932 1,932
Separate account assets............... 47,215 47,215 26,717 26,717
LIABILITIES
Annuity products....................... 7,583 7,170 10,830 10,166
Revolving note payable................. 100 100 -- --
Separate account liabilities........... 47,215 47,215 26,717 26,717
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values.
Fixed maturities: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
Maturities are estimated using a third party pricing process. This pricing
process uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.
Short-term investments and cash and cash equivalents: Carrying values reported
in the Company's historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.
Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate account.
Annuity products: Estimated fair values of the Company's liabilities for future
policy benefits for the fixed interest division of the variable products are
stated at cash surrender value, the cost the Company would incur to extinguish
the liability.
Revolving note payable: Carrying value reported in the Company's historical cost
basis balance sheet approximates estimated fair value for this instrument, as
the agreement carries a variable interest rate provision.
Separate account liabilities: Separate account liabilities are reported at full
account value in the Company's historical cost balance sheet. Estimated fair
values of separate account liabilities are equal to their carrying amount.
64
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER
Transaction: On October 23, 1997, Equitable's shareholders approved the Merger
Agreement dated July 7, 1997 among Equitable, PFHI, and ING. On October 24,
1997, PFHI, a Delaware corporation, acquired all of the outstanding capital
stock of Equitable according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company based in The
Netherlands. Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa and Golden American
and their wholly owned subsidiaries. In addition, Equitable also owned all the
outstanding capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed Services, Inc.,
Equitable of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network, Inc. (subsequently renamed
ING Funds Distributor, Inc.). In exchange for the outstanding capital stock of
Equitable, ING paid total consideration of approximately $2.1 billion in cash
and stock and assumed approximately $400 million in debt. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. All costs of the merger, including expenses to
terminate certain benefit plans, were paid by EIC.
Accounting Treatment: The merger has been accounted for as a purchase resulting
in a new basis of accounting, reflecting estimated fair values for assets and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries with $25,936,000 allocated to the Company. Goodwill was established
for the excess of the merger cost over the fair value of the net assets and
attributed to EIC and its subsidiaries including Golden American and First
Golden. The amount of goodwill allocated to the Company relating to the merger
was $96,000 at the merger date and is being amortized over 40 years on a
straight-line basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.
Value of Purchased Insurance In Force: As part of the merger, a portion of the
acquisition cost was allocated to the right to receive future cash flows from
the insurance contracts existing with the Company at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased policies
calculated by discounting the actuarially determined expected future cash flows
at the discount rate determined by ING.
An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------------
For the period
October 25,
For the year For the year 1997
ended ended through
December 31, December 31, December 31,
1999 1998 1997
-----------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Beginning balance................. $117 $126 $132
-----------------------------------------------------
Imputed interest.................. 8 9 3
Amortization...................... (40) (23) (6)
Changes in assumptions of
timing of gross profits......... (3) 6 --
-----------------------------------------------------
Net amortization.................. (35) (8) (3)
Adjustment for unrealized gains
(losses) on available for
sale securities................ 20 (1) (3)
-----------------------------------------------------
Ending balance.................... $102 $117 $126
=====================================================
</TABLE>
65
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER (continued)
Interest is imputed on the unamortized balance of VPIF at a rate of 7.33% for
the year ended December 31, 1999, 7.06% for the year ended December 31, 1998,
and 7.03% for the period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to expense. VPIF is
adjusted for the unrealized gains (losses) on available for sale securities;
such changes are included directly in stockholder's equity. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
7. INCOME TAXES
The Company files a consolidated federal income tax return with Golden American,
also a life insurance company.
INCOME TAX EXPENSE
Income tax expense included in the financial statements follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-------------------------------------------------------|--------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-------------------------------------------------------|--------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> <C>
Current.... $619 $37 $(64)| $261
Deferred... (50) 465 98 | 26
-------------------------------------------------------|--------------------
$569 $502 $34 | $287
============================================================================
</TABLE>
The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
----------------------------------------------------|-------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|-------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> | <C>
Income before income taxes............ $1,380 $1,277 $97 | $953
====================================================|===================
|
Income tax at federal statutory rate.. $483 $447 $34 | $334
Tax effect (decrease) of: |
Compensatory stock option and |
Restricted stock expense......... -- -- -- | (35)
Other items......................... 86 55 -- | (12)
----------------------------------------------------|-------------------
Income tax expense.................... $569 $502 $34 | $287
========================================================================
</TABLE>
66
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
7. INCOME TAXES (continued)
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:
POST-MERGER
-----------------------
December 31 December 31
1999 1998
----------- -----------
(Dollars in thousands)
Deferred tax assets:
Future policy benefits................... $560 $11
Net unrealized depreciation of
available for sale fixed maturities.... 324 --
Net operating loss carryforwards......... -- 327
------ ------
884 338
Deferred tax liabilities:
Net unrealized appreciation of
available for sale fixed maturities.... -- (184)
Fixed maturities......................... (68) (222)
Investment income........................ (117) --
Deferred policy acquisition costs ....... (913) (714)
Value of purchased insurance in force.... (30) (41)
Other.................................... (42) (27)
------ ------
(1,170) (1,188)
------ ------
Valuation allowance.......................... (324) --
------ ------
Deferred income tax liability................ $(610) $(850)
====== ======
At December 31, 1999, the Company reported, for financial statement purposes,
unrealized losses on certain investments which have not been recognized for tax
purposes. The Company has established a valuation allowance against the deferred
income tax assets associated with the unrealized depreciation on fixed
maturities available for sale as the Company is uncertain as to whether the
capital losses, if ever realized, could be utilized to offset future capital
gains.
8. RELATED PARTY TRANSACTIONS
Directed Services, Inc. ("DSI") acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as amended)
and distributor of the variable annuity products issued by the Company. DSI is
authorized to enter into agreements with broker/dealers to distribute the
Company's variable insurance products and appoint representatives of the
broker/dealers as agents. As of December 31, 1999, the Company's variable
annuity products were sold primarily through broker/dealer institutions. The
Company paid commissions and expenses to DSI totaling $697,000 and $1,754,000
for the years ended December 31, 1999 and 1998, respectively. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, the commissions and expenses were $141,000 and $267,000, respectively.
67
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
8. RELATED PARTY TRANSACTIONS (continued)
The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. Under the agreement with Golden American, the Company incurred
expenses of $137,000, $248,000, $8,000, and $16,000 for the years ended December
31, 1999 and 1998, the period October 25, 1997 through December 31, 1997, and
the period January 1, 1997 through October 24, 1997, respectively. Under the
agreement with Equitable Life, the Company incurred expenses of $142,000,
$165,000, $13,000, and $16,000 for the years ended December 31, 1999 and 1998,
the period October 25, 1997 through December 31, 1997, and the period January 1,
1997 through October 24, 1997, respectively.
The Company provides resources and services to Golden American and DSI. Revenues
for these services, which reduce general expenses incurred by the Company,
totaled $269,000 and $210,000 from Golden American, for the years ended December
31, 1999 and 1998, respectively. Revenues for these services, which reduce
general expenses incurred by the Company, totaled $387,000 and $75,000 from DSI
for the years ended December 31, 1999 and 1998, respectively.
Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset management and accounting services. Under the agreement, the Company
records a fee based on the value of the assets under management. The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Company
incurred fees of $73,000 and $56,000, respectively, under this agreement.
Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000 for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), an affiliate. For the year ended December 31, 1999, charges for
these services were $149,000 to Security Life and $63,000 to Southland.
The Company had premiums, net of reinsurance, for variable annuity products for
the year ended December 31, 1999 and 1998, that totaled $2,000 and $94,000,
respectively, from Locust Street Securities, Inc. ("LSSI"), an affiliate. For
the year ended December 31, 1997, the premiums, net of reinsurance, for variable
products from LSSI totaled $13,000.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines or one
level less than the one originally given to First Golden, or (2) the New York
State Insurance Department risk-based capital minimum requirements as determined
in accordance with New York statutory accounting principles. No funds were
transferred from Golden American in 1999, 1998, or 1997. On January 31, 2000,
Golden American provided a cash capital contribution of $2,100,000 to First
Golden.
68
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
9. COMMITMENTS AND CONTINGENCIES
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement. At
December 31, 1999 and December 31, 1998, the Company has a payable of $4,000 and
$1,000, respectively, for reinsurance premiums. Included in the accompanying
financial statements are net considerations to the reinsurer of $27,000, $9,000,
and $1,000 for the years ended December 31, 1999 and 1998 and for the period
October 25, 1997 through December 31, 1997, respectively. In addition, the
accompanying financial statements contain net policy benefits recoveries of
$7,000 for the year ended December 31, 1999.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
Litigation: The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other lawsuits involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Company currently believes no pending or threatened
lawsuits or actions exist that are reasonably likely to have a material adverse
impact on the Company.
Vulnerability from Concentrations: The Company has various concentrations in its
investment portfolio (see Note 3 for further information). The Company's asset
growth, net investment income, and cash flow are primarily generated from the
sale of variable annuities and associated future policy benefits. Substantial
changes in tax laws would make these products less attractive to consumers and
extreme fluctuations in interest rates or stock market returns which may result
in higher lapse experience than assumed could cause a severe impact to the
Company's financial condition. A significant portion of the Company's sales is
generated by three broker/dealers, each having at least ten percent of total
sales. One of these distributors sold 62.1% of the Company's products in 1998.
This relationship was discontinued as of July, 1999 for new business.
Leases: The Company has a lease for its home office space which expires December
31, 2001. The Company also leases certain other equipment under operating leases
which expire in 2000. Rent expense for the years ended December 31, 1999 and
1998 and the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997 was $158,000, $95,000, $25,000, and $34,000,
respectively. At December 31, 1999, minimum rental payments due under the
operating leases are $82,000 in 2000 and $76,000 in 2001.
Revolving Note Payable: To enhance short-term liquidity, the Company established
a revolving note payable effective July 31, 1999 and expiring July 31, 2000 with
SunTrust Bank, Atlanta (the "Bank"). The note was approved by the Company's
Board of Directors on September 29, 1998. The total amount the Company may have
outstanding is $10,000,000. The note accrues interest at an annual rate equal
to: (1) the cost of funds for the Bank for the period applicable for the advance
plus 0.25% or (2) a rate quoted by the Bank to the Company for the advance. The
terms of the agreement require the Company to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state law
or regulation. Under this agreement, the Company incurred interest expense of
$12,000 in 1999. At December 31, 1999, the Company had borrowings of $100,000
under this agreement.
69
<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Introduction............................................................ 1
Description of First Golden American Life Insurance Company of New York. 1
Safekeeping of Assets................................................... 1
The Administrator....................................................... 1
Independent Auditors.................................................... 1
Distribution of Contracts............................................... 2
Performance Information................................................. 2
IRA Partial Withdrawal Option........................................... 7
Other Information....................................................... 7
Financial Statements of Separate Account NY-B .......................... 8
70
<PAGE>
- --------------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NY-B.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
106968 EMPIRE PRIMELITE 05/00
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
71
<PAGE>
This page intentionally left blank.
72
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value, for
each subaccount of First Golden Separate Account NY-B available under the
Contract for the indicated periods. The date on which the subaccount became
available to investors and the starting accumulation unit value are indicated on
the last row of each table.
TOTAL RETURN
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 18.20 32,717 $ 595 $ 18.06 123,053 $ 2,222
1998 17.83 15,411 275 17.72 81,617 1,446
1997 16.18 2,430 39 16.10 13,026 209
5/6/97 14.36 -- -- 14.31 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
RESEARCH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 28.25 32,639 $ 921 $ 28.04 122,839 $ 3,444
1998 23.03 26,762 616 22.89 20,466 1,865
1997 18.95 4,095 78 18.87 9,642 182
5/6/97 16.72 -- -- 16.66 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
MID-CAP GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 39.97 11,889 $ 475 $ 39.59 47,634 $ 1,896
1998 22.60 7,677 173 22.43 27,872 625
1997 18.64 1,402 26 18.52 2,866 53
5/6/97 15.76 -- -- 15.68 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A1
<PAGE>
SMITH BARNEY LARGE CAP VALUE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 19.11 39,627 $ 757 $ 18.98 86,551 $ 1,642
1998 19.35 36,973 715 19.24 76,929 1,480
1997 17.84 4,356 78 17.77 14,386 256
5/6/97 15.64 -- -- 15.60 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SMITH BARNEY INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 23.78 6,006 $ 143 $ 23.61 23,956 $ 566
1998 14.35 8,768 126 14.28 23,498 335
1997 13.65 1,021 14 13.59 4,996 68
5/6/97 13.79 -- -- 13.75 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SMITH BARNEY HIGH INCOME
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 13.84 10,584 $ 146 $ 13.74 17,055 $ 234
1998 13.66 9,401 128 13.58 15,845 215
1997 13.77 1,880 26 13.72 2,031 28
5/6/97 12.53 -- -- 12.49 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SMITH BARNEY MONEY MARKET
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 11.82 12,604 $ 149 $ 11.74 42,839 $ 503
1998 11.43 35,357 404 11.37 165,659 1,883
1997 11.02 16,207 179 10.97 36,677 402
5/6/97 10.75 -- -- 10.71 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A2
<PAGE>
APPRECIATION
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 18.47 76,186 $ 1,407 $ 18.36 213,407 $ 3,918
1998 16.53 73,470 1,215 16.47 151,948 2,502
1997 14.05 9,350 131 14.01 16,089 225
5/6/97 12.35 -- -- 12.33 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SELECT HIGH GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 15.54 23,981 $ 373 $ 15.47 98,054 $ 1,517
1998 12.36 29,056 359 12.33 101,228 1,248
1997 10.89 -- -- 10.87 19,321 210
5/6/97 9.96 -- -- 9.95 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SELECT GROWTH
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 14.28 40,969 $ 585 $ 14.21 182,316 $ 2,591
1998 12.32 30,896 381 12.29 177,617 2,183
1997 11.06 367 4 11.05 63,115 697
5/6/97 10.04 -- -- 10.03 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SELECT BALANCED
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 12.72 77,274 $ 983 $ 12.66 246,738 $ 3,124
1998 11.83 73,693 872 11.79 236,475 2,789
1997 11.07 27,709 307 11.06 48,240 533
5/6/97 10.21 -- -- 10.20 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A3
<PAGE>
SELECT CONSERVATIVE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 11.95 49,301 $ 589 $ 11.89 113,214 $ 1,346
1998 11.55 48,704 563 11.52 85,695 987
1997 11.08 32,783 363 11.07 26,551 294
5/6/97 10.19 -- -- 10.18 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
SELECT INCOME
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- ----------------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 11.44 22,717 $ 260 $ 11.39 12,184 $ 138
1998 11.49 2,546 29 11.45 11,168 128
1997 11.04 -- -- 11.03 -- --
5/6/97 10.19 -- -- 10.18 -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
A4
<PAGE>
APPENDIX B
MARKET VALUE ADJUSTMENT EXAMPLES
EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
CALCULATE THE MARKET VALUE ADJUSTMENT
1. The contract value of the Fixed Interest Allocation on the date of
surrender is 3
$124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Market Value Adjustment =
2,555/365
$124,230 x [((1.07/1.0825) ) -1 ] = $9,700
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).
EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
Calculate the Market Value Adjustment
1. The contract value of the Fixed Interest Allocation on the date of
surrender is 3
$124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Market Value Adjustment =
2,555/365
$124,230 x [(( 1.07/1.0625) ) -1 ] = $6,270
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).
EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.
B1
<PAGE>
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of the Fixed Interest Allocation on the date of
withdrawal is 3
$248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[ $114,530 / ((1.07/1.0825) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
4. Market Value Adjustment =
2,555/365
$124,230 x [((1.07/1.0825) ) -1 ] = $9,700
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.
EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of Fixed Interest Allocation on the date of
surrender is 3
$248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[ $130,500 / ((1.07/1.0625) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
4. Market Value Adjustment =
2,555/365
$124,230 x [((1.07/1.0625) ) -1 ] = $6,270
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.
B2
<PAGE>
APPENDIX C
SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE
The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fourth contract year of 20% of the contract
value of $35,000.
In this example, $5,250 ($35,000 x .15) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $7,000 ($35,000 x .20). Therefore, $1,750 ($7,000 -
$5,250) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 4% surrender charge of $70 ($1,750
x .04). This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.
C1
<PAGE>
ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
First Golden American Life Insurance Company of New York is a stock company
domiciled in New York, New York
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
106968 EMPIRE PRIMELITE 05/00
<PAGE>
ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK
- --------------------------------------------------------------------------------
PROFILE OF
GOLDENSELECT DVA PLUS
FEATURING THE GALAXY VIP FUND
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
MAY 1, 2000
----------------------------------------------------------------------
This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract. The
Contract is more fully described in the full prospectus which
accompanies this Profile. Please read the prospectus carefully.
----------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and First Golden American Life Insurance
Company of New York ("First Golden"). It is offered exclusively to customers of
Fleet Financial Group, Inc. and its affiliates. The Contract provides a means
for you to invest on a tax-deferred basis in (i) one or more of 32 mutual fund
investment portfolios through our Separate Account NY-B and/or (ii) in a fixed
account of First Golden with guaranteed interest periods. The 32 mutual fund
portfolios are listed on page 3 below. We currently offer guaranteed interest
periods of 1, 3, 5, 7 and 10 years in the fixed account. We set the interest
rates in the fixed account (which will never be less than 3%) periodically. We
may credit a different interest rate for each interest period. The interest you
earn in the fixed account as well as your principal is guaranteed by First
Golden as long as you do not take your money out before the maturity date for
the applicable interest period. If you withdraw your money from the fixed
account more than 30 days before the applicable maturity date, we will apply a
market value adjustment. A market value adjustment could increase or decrease
your contract value and/or the amount you take out. Generally the investment
portfolios are designed to offer a better return than the fixed account.
However, this is NOT guaranteed. You may not make any money, and you can even
lose the money you invest.
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase
DVA PLUS PROFILE PROSPECTUS BEGINS AFTER
PAGE 9 OF THIS PROFILE
<PAGE>
begins on the annuity start date, which is the date you start receiving regular
annuity payments from your Contract.
You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.
2. YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
ANNUITY OPTIONS
-----------------------------------------------------------------------------------------
<S> <C> <C>
Option 1 Income for a fixed Payments are made for a specified number of
period years to you or your beneficiary.
-----------------------------------------------------------------------------------------
Option 2 Income for life with Payments are made for the rest of your life
a period certain or longer for a specified period such as 10
or 20 years or until the total amount used
to buy this option has been repaid. This
option comes with an added guarantee that
payments will continue to your beneficiary
for the remainder of such period if you
should die during the period.
-----------------------------------------------------------------------------------------
Option 3 Joint life income Payments are made for your life and the life
of another person (usually your spouse).
-----------------------------------------------------------------------------------------
Option 4 Annuity plan Any other annuitization plan that we choose
to offer on the annuity start date.
-----------------------------------------------------------------------------------------
</TABLE>
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. Once you elect an annuity option and begin to
receive payments, it cannot be changed.
3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn 85. Under certain circumstances, we may waive the minimum initial and
additional premium payment requirement. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
Who may purchase this Contract? Contracts offered by the prospectus accompanying
this Profile are available only to customers of Fleet Boston Financial
Corporation and its affiliates. The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.
The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.
2 DVA PLUS PROFILE
<PAGE>
4. THE INVESTMENT PORTFOLIOS
You can direct your money into: (1) the fixed account with guaranteed interest
periods of 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of the
following 32 mutual fund investment portfolios through our Separate Account
NY-B. The investment portfolios are described in the prospectuses for The GCG
Trust, The Galaxy VIP Fund, the PIMCO Variable Insurance Trust, ING Variable
Insurance Trust and The Prudential Series Fund, Inc. Keep in mind that while an
investment in the fixed account earns a fixed interest rate, an investment in
any investment portfolio, depending on market conditions, may cause you to make
or lose money. The investment portfolios available under your Contract are:
<TABLE>
<S> <C> <C>
THE GCG TRUST
Liquid Asset Series Rising Dividends Series Mid-Cap Growth Series
Limited Maturity Bond Series Managed Global Series Small Cap Series
Global Fixed Income Series Large Cap Value Series Growth Series
Fully Managed Series All Cap Series Real Estate Series
Total Return Series Research Series Hard Assets Series
Equity Income Series Capital Appreciation Series Developing World Series
Investors Series Capital Growth Series Emerging Markets Series
Value Equity Series Strategic Equity Series
THE GALAXY VIP FUND
Equity Fund Small Company Growth Fund High Quality Bond Fund
Growth and Income Fund Asset Allocation Fund
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING Global Brand Names Fund
THE PRUDENTIAL SERIES FUND, INC.
Prudential Jennison Portfolio
</TABLE>
5. EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts an
annual contract administrative charge of $30, and if you invest in an investment
portfolio, a mortality and expense risk charge and an asset-based administrative
charge. The mortality and expense risk charge and the asset-based administrative
charge are deducted daily directly from your contract value in the investment
portfolios. The mortality and expense risk charge (depending on the death
benefit you choose) and the asset-based administrative charge, on an annual
basis, are as follows:
<TABLE>
<CAPTION>
STANDARD ANNUAL RATCHET ENHANCED
DEATH BENEFIT DEATH BENEFIT
------------- -------------
<S> <C> <C>
Mortality & Expense Risk Charge 1.10% 1.25%
Asset-Based Administrative Charge 0.15% 0.15%
----- -----
Total 1.25% 1.40%
</TABLE>
Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.56% to 1.75% annually (see following table) of the portfolio's average
daily net asset balance.
If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.
We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment.
3 DVA PLUS PROFILE
<PAGE>
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge, the asset-based administrative charge, and reflects the
annual contract administrative charge as 0.04% (based on an average contract
value of $77,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on actual
expenses as of December 31, 1999, except for the portfolios that commenced
operations during 2000 where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. For Years 1 and 10,
the examples show the total annual charges assessed during that time and assume
that you have elected the Annual Ratchet Enhanced Death Benefit. For these
examples, the premium tax is assumed to be 0%.
4 DVA PLUS PROFILE
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
EXAMPLES:
TOTAL ANNUAL --------
TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END OF:
INSURANCE PORTFOLIO ANNUAL
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Liquid Asset 1.44% 0.56% 2.00% $ 90 $ 233
- ---------------------------------------------------------------------------------------------------
Limited Maturity Bond 1.44% 0.57% 2.01% $ 90 $ 234
- ---------------------------------------------------------------------------------------------------
Global Fixed Income 1.44% 1.60% 3.04% $101 $ 336
- ---------------------------------------------------------------------------------------------------
Fully Managed 1.44% 0.97% 2.41% $ 94 $ 275
- ---------------------------------------------------------------------------------------------------
Total Return 1.44% 0.91% 2.35% $ 94 $ 269
- ---------------------------------------------------------------------------------------------------
Equity Income 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Investors 1.44% 1.01% 2.45% $ 95 $ 279
- ---------------------------------------------------------------------------------------------------
Value Equity 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Rising Dividends 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Managed Global 1.44% 1.25% 2.69% $ 97 $ 302
- ---------------------------------------------------------------------------------------------------
Large Cap Value 1.44% 1.01% 2.45% $ 95 $ 279
- ---------------------------------------------------------------------------------------------------
All Cap 1.44% 1.01% 2.45% $ 95 $ 279
- ---------------------------------------------------------------------------------------------------
Research 1.44% 0.91% 2.35% $ 94 $ 269
- ---------------------------------------------------------------------------------------------------
Capital Appreciation 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Capital Growth 1.44% 1.05% 2.49% $ 95 $ 283
- ---------------------------------------------------------------------------------------------------
Strategic Equity 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Mid-Cap Growth 1.44% 0.91% 2.35% $ 94 $ 269
- ---------------------------------------------------------------------------------------------------
Small Cap 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Growth 1.44% 1.04% 2.48% $ 95 $ 282
- ---------------------------------------------------------------------------------------------------
Real Estate 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Hard Assets 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Developing World 1.44% 1.75% 3.19% $102 $ 349
- ---------------------------------------------------------------------------------------------------
Emerging Markets 1.44% 1.75% 3.19% $102 $ 349
THE GALAXY VIP FUND
- ---------------------------------------------------------------------------------------------------
Equity 1.44% 0.96% 2.40% $ 94 $ 274
- ---------------------------------------------------------------------------------------------------
Growth and Income 1.44% 1.49% 2.93% $100 $ 325
- ---------------------------------------------------------------------------------------------------
Small Company Growth 1.44% 1.60% 3.04% $101 $ 336
- ---------------------------------------------------------------------------------------------------
Asset Allocation 1.44% 1.02% 2.46% $ 95 $ 280
- ---------------------------------------------------------------------------------------------------
High Quality Bond 1.44% 0.64% 2.08% $ 91 $ 241
- ---------------------------------------------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond 1.44% 0.75% 2.19% $ 92 $ 252
- ---------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
Growth and Income 1.44% 0.65% 2.09% $ 91 $ 242
- ---------------------------------------------------------------------------------------------------
ING VARIABLE INSURANCE TRUST
ING Global Brand Names 1.44% 1.23% 2.67% $ 97 $ 300
THE PRUDENTIAL SERIES FUND, INC.
- ---------------------------------------------------------------------------------------------------
Prudential Jennison 1.44% 1.03% 2.47% $ 95 $ 281
- ---------------------------------------------------------------------------------------------------
</TABLE>
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. The 1 Year examples
above include a 7% surrender charge. For more detailed information, see the fee
table in the prospectus for the Contract.
6. TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.
5 DVA PLUS PROFILE
<PAGE>
Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.
For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts. If you are
younger than 59 1/2 when you take money out, in most cases, you will be charged
a 10% federal penalty tax on the amount withdrawn.
7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 9.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.
8. PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire
calendar years of 1998 and 1999. These numbers reflect the deduction of the
mortality and expense risk charge (based on the Annual Ratchet Enhanced Death
Benefit), the asset-based administrative charge and the annual contract fee, but
do not reflect deductions for surrender charges, if any. If surrender charges
were reflected, they would have the effect of reducing performance. Please keep
in mind that past performance is not a guarantee of future results.
6 DVA PLUS PROFILE
<PAGE>
- --------------------------------------------------------------------------------
CALENDAR YEAR
INVESTMENT PORTFOLIO 1999 1998
- --------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
Capital Appreciation(1) 22.86% 11.06%
Strategic Equity(2) 54.02% -0.61%
- --------------------------------------------------------------------------------
Managed by Alliance Capital Management L.P.
Capital Growth (2) 23.76% 10.37%
- --------------------------------------------------------------------------------
Managed by Baring International Investment Limited
Developing World(2) 59.36% --
Emerging Markets(5) 82.68% -25.19%
Global Fixed Income -9.94% 10.25%
Hard Assets(2) 21.62% -30.61%
- --------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
Large Cap Value -- --
Managed Global(3) 60.98% 27.47%
Small Cap (3) 48.46% 19.25%
- --------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
Value Equity -0.93% 0.09%
- --------------------------------------------------------------------------------
Managed by ING Investment Management, LLC
Limited Maturity Bond -0.32% 5.33%
Liquid Asset 3.23% 3.54%
- --------------------------------------------------------------------------------
Managed by Janus Capital Corporation
Growth(2) 75.61% 25.01%
- --------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
Rising Dividends 14.22% 12.50%
- --------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
Mid-Cap Growth 76.52% 21.06%
Research 22.45% 21.29%
Total Return 1.89% 9.99%
- --------------------------------------------------------------------------------
Managed by The Prudential Investment Corporation
Real Estate(4) -5.19% -14.70%
- --------------------------------------------------------------------------------
Managed by Salomon Brothers Asset Management, Inc.
All Cap -- --
Investors -- --
- --------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
Equity Income(2) -2.15% 6.71%
Fully Managed 5.39% 4.37%
- --------------------------------------------------------------------------------
Managed by Fleet Investment Advisors Inc.
Asset Allocation -- --
Equity -- --
Growth and Income -- --
High Quality Bond -- --
Small Company Growth -- --
- --------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
PIMCO High Yield Bond 1.54% --
PIMCO StocksPLUS Growth and Income 18.14% --
- --------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V.
ING Global Brand Names -- --
- --------------------------------------------------------------------------------
Managed by Jennison Associates LLC
Prudential Jennison Portfolio -- --
- ------------------------
(1) Prior to April 1, 1999, a different firm managed the Portfolio.
(2) Prior to March 1, 1999, a different firm managed the Portfolio.
(3) Prior to February 1, 2000, a different firm managed the Portfolio.
(4) Prior to April 28, 2000, a different firm managed the Portfolio.
(5) Prior to March 15, 2000, a different firm managed the Portfolio.
7 DVA PLUS PROFILE
<PAGE>
9. DEATH BENEFIT
You may choose (i) the Standard Death Benefit, or (ii) the Annual Ratchet
Enhanced Death Benefit. The Annual Ratchet Enhanced Death Benefit is available
only if the contract owner or the annuitant (if the contract owner is not an
individual) is less than 80 years old at the time of purchase. The Annual
Ratchet Enhanced Death Benefit may not be available where a Contract is held by
joint owners.
The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.
The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.
Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals; or
3) the cash surrender value.
Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract after subtracting
any withdrawals;
3) the cash surrender value; or
4) the enhanced death benefit, which is determined as follows: On each
contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract
value and select the larger amount as the new enhanced death benefit.
On all other days, the enhanced death benefit is the following amount:
On a daily basis we first take the enhanced death benefit from the
preceding day (which would be the initial premium if the preceding day
is the contract date), then we add additional premiums paid since the
preceding day, and then we subtract any withdrawals made since the
preceding day (including any market value adjustment applied to such
withdrawal), and then we subtract for any associated surrender
charges. That amount becomes the new enhanced death benefit.
Note: In all cases described above, the amount of the death benefit could be
reduced by premium taxes owed and withdrawals not previously deducted.
10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, we will
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios, the contract value
returned may be greater or less than the premium you paid.
8 DVA PLUS PROFILE
<PAGE>
TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw.
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus.
ADDITIONAL FEATURES. This Contract has other features that may interest
you. These include:
Dollar Cost Averaging. This is a program that allows you to invest a
fixed amount of money in the investment portfolios each month, which may
give you a lower average cost per unit over time than a single one-time
purchase. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses
in a declining market. This option is currently available only if you have
$1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
portfolios or in the fixed account with a 1-year guaranteed interest
period. Transfers from the fixed account under this program will not be
subject to a market value adjustment.
Systematic Withdrawals. During the accumulation phase, you can arrange
to have money sent to you at regular intervals throughout the year. Within
limits these withdrawals will not result in any surrender charge.
Withdrawals from your money in the fixed account under this program are not
subject to a market value adjustment. Of course, any applicable income and
penalty taxes will apply on amounts withdrawn.
Automatic Rebalancing. If your contract value is $10,000 or more, you
may elect to have the Company automatically readjust the money between your
investment portfolios periodically to keep the blend you select.
Investments in the fixed account are not eligible for automatic
rebalancing.
11. INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:
CUSTOMER SERVICE CENTER
230 PARK AVENUE, SUITE 966
NEW YORK, NEW YORK 10169
(800) 963-9539
or your registered representative.
9 DVA PLUS PROFILE
<PAGE>
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<PAGE>
- --------------------------------------------------------------------------------
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA PLUS
FEATURING THE GALAXY VIP FUND
- --------------------------------------------------------------------------------
MAY 1, 2000
This prospectus describes GOLDENSELECT DVA PLUS, an individual deferred
variable annuity contract (the "Contract") offered by First Golden American Life
Insurance Company of New York ("First Golden," the "Company," "we" or "our").
The Contract is available in connection with certain retirement plans that
qualify for special federal income tax treatment ("qualified Contracts") as well
as those that do not qualify for such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments in
one or more of 32 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.
We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 1, 3, 5, 7 and 10 years. The interest earned on your money
as well as your principal is guaranteed as long as you hold them until the
maturity date. If you take your money out from a Fixed Interest Allocation more
than 30 days before the applicable maturity date, we will apply a market value
adjustment ("Market Value Adjustment"). A Market Value Adjustment could increase
or decrease your contract value and/or the amount you take out. You bear the
risk that you may receive less than your principal if we take a Market Value
Adjustment. You have a right to return a Contract within 10 days after you
receive it for a full refund of the contract value (which may be more or less
than the premium payments you paid).
This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission
("SEC"). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at 230 Park Avenue, Suite 966,
New York, New York 10169 or call (800) 963-9539, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE GCG TRUST, THE GALAXY VIP FUND, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND,
INC. IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY A BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE GALAXY VIP FUND, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE
TRUST AND THE PRUDENTIAL SERIES FUND, INC.
- --------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
- --------------------------------------------------------------------------------
<PAGE>
The investment portfolios available under your Contract and the portfolio
managers are:
A I M CAPITAL MANAGEMENT, INC.
Capital Appreciation Series
Strategic Equity Series
ALLIANCE CAPITAL MANAGEMENT L. P.
Capital Growth Series
BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
Developing World Series
Emerging Markets Series
Global Fixed Income Series
Hard Assets Series
CAPITAL GUARDIAN TRUST COMPANY
Large Cap Value Series
Managed Global Series
Small Cap Series
EAGLE ASSET MANAGEMENT, INC.
Value Equity Series
ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Limited Maturity Bond Series
Liquid Asset Series
JANUS CAPITAL CORPORATION
Growth Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
Rising Dividends Series
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Mid-Cap Growth Series
Research Series
Total Return Series
THE PRUDENTIAL INVESTMENT CORPORATION
Real Estate Series
SALOMON BROTHERS ASSET MANAGEMENT, INC
All Cap Series
Investors Series
T. ROWE PRICE ASSOCIATES, INC.
Equity Income Series
Fully Managed Series
FLEET INVESTMENT ADVISORS INC.
Asset Allocation Fund
Equity Fund
Growth and Income Fund
High Quality Bond Fund
Small Company Growth Fund
PACIFIC INVESTMENT MANAGEMENT COMPANY
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
ING Global Brand Names Fund
JENNISON ASSOCIATES LLC
Prudential Jennison Portfolio
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account NY-B. We refer to the divisions
as "subaccounts" and the money you place in the Fixed Account's guaranteed
interest periods as "Fixed Interest Allocations" in this prospectus.
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
Index of Special Terms.................................................. 1
Fees and Expenses....................................................... 2
Performance Information................................................. 8
Accumulation Unit................................................... 8
Net Investment Factor............................................... 8
Condensed Financial Information..................................... 8
Financial Statements................................................ 8
Performance Information............................................. 8
First Golden American Life Insurance Company of New York................ 9
The Trusts.............................................................. 9
First Golden Separate Account NY-B...................................... 10
The Investment Portfolios............................................... 11
Investment Objectives............................................... 11
Investment Management Fees and Other Expenses....................... 15
The Fixed Interest Allocation........................................... 16
Selecting a Guaranteed Interest Period.............................. 16
Guaranteed Interest Rates........................................... 16
Transfers from a Fixed Interest Allocation.......................... 17
Withdrawals from a Fixed Interest Allocation........................ 17
Market Value Adjustment............................................. 18
The Annuity Contract.................................................... 18
Contract Date and Contract Year .................................... 19
Annuity Start Date.................................................. 19
Contract Owner...................................................... 19
Annuitant........................................................... 19
Beneficiary......................................................... 20
Purchase and Availability of the Contract........................... 20
Crediting of Premium Payments....................................... 20
Administrative Procedures........................................... 21
Contract Value...................................................... 21
Cash Surrender Value................................................ 22
Surrendering to Receive the Cash Surrender Value.................... 22
The Subaccounts..................................................... 22
Addition, Deletion or Substitution of Subaccounts and Other Changes. 22
The Fixed Account................................................... 23
Other Important Provisions.......................................... 23
Withdrawals............................................................. 23
Regular Withdrawals................................................. 24
Systematic Withdrawals.............................................. 24
IRA Withdrawals..................................................... 25
Transfers Among Your Investments........................................ 26
Dollar Cost Averaging............................................... 26
Automatic Rebalancing............................................... 27
Death Benefit Choices................................................... 27
Death Benefit During the Accumulation Phase......................... 27
Standard Death Benefit.......................................... 27
Annual Ratchet Enhanced Death Benefit........................... 28
Death Benefit During the Income Phase............................... 28
Required Distributions upon Contract Owner's Death.................. 28
i
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- --------------------------------------------------------------------------------
PAGE
Charges and Fees........................................................ 29
Charge Deduction Subaccount......................................... 29
Charges Deducted from the Contract Value............................ 29
Surrender Charge................................................ 29
Free Withdrawal Amount.......................................... 29
Surrender Charge for Excess Withdrawals......................... 29
Premium Taxes................................................... 30
Administrative Charge........................................... 30
Transfer Charge................................................. 30
Charges Deducted from the Subaccounts............................... 30
Mortality and Expense Risk Charge............................... 30
Asset-Based Administrative Charge............................... 30
Trust Expenses...................................................... 31
The Annuity Options..................................................... 31
Annuitization of Your Contract...................................... 31
Selecting the Annuity Start Date.................................... 32
Frequency of Annuity Payments....................................... 32
The Annuity Options................................................. 32
Income for a Fixed Period....................................... 32
Income for Life with a Period Certain........................... 32
Joint Life Income............................................... 32
Annuity Plan.................................................... 32
Payment When Named Person Dies...................................... 33
Other Contract Provisions............................................... 33
Reports to Contract Owners.......................................... 33
Suspension of Payments.............................................. 33
In Case of Errors in Your Application............................... 33
Assigning the Contract as Collateral................................ 33
Contract Changes-Applicable Tax Law................................. 33
Free Look........................................................... 34
Group or Sponsored Arrangements..................................... 34
Selling the Contract................................................ 34
Other Information....................................................... 35
Voting Rights....................................................... 35
State Regulation.................................................... 35
Legal Proceedings................................................... 35
Legal Matters....................................................... 35
Experts............................................................. 35
Federal Tax Considerations.............................................. 35
More Information About First Golden American Life
Insurance Company of New York....................................... 40
Financial Statements of First Golden American Life
Insurance Company of New York....................................... 52
Statement of Additional Information
Table of Contents................................................... 75
Appendix A
Condensed Financial Information..................................... A1
Appendix B
Market Value Adjustment Examples.................................... B1
Appendix C
Surrender Charge for Excess Withdrawals Example..................... C1
ii
<PAGE>
- --------------------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- --------------------------------------------------------------------------------
The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:
SPECIAL TERM PAGE
Accumulation Unit 8
Annual Ratchet Enhanced Death Benefit 28
Annuitant 19
Annuity Start Date 19
Cash Surrender Value 22
Contract Date 19
Contract Owner 19
Contract Value 21
Contract Year 19
Fixed Interest Allocation 16
Free Withdrawal Amount 29
Market Value Adjustment 18
Net Investment Factor 8
Standard Death Benefit 27
The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:
TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals
1
<PAGE>
- --------------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES*
Surrender Charge:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
Transfer Charge.............................................. None**
* If you invested in a Fixed Interest Allocation, a Market Value
Adjustment may apply to certain transactions. This may increase or
decrease your contract value and/or your transfer or surrender amount.
** We may in the future charge $25 per transfer if you make more than 12
transfers in a contract year.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge............................................ $30
(We waive this charge if the total of your premium payments is $100,000 or
more, or if your contract value at the end of a contract year is $100,000
or more.)
SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
<TABLE>
<CAPTION>
STANDARD ENHANCED DEATH BENEFIT
DEATH BENEFIT ANNUAL RATCHET
------------- --------------
<S> <C> <C>
Mortality and Expense Risk Charge............. 1.10% 1.25%
Asset-Based Administrative Charge............. 0.15% 0.15%
----- -----
Total Separate Account Charges................ 1.25% 1.40%
</TABLE>
*** As a percentage of average assets in each subaccount. The mortality
and expense risk charge and the asset-based administrative charge are
deducted daily.
2
<PAGE>
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Liquid Asset 0.56% 0.00% 0.56%
- --------------------------------------------------------------------------------
Limited Maturity Bond 0.56% 0.01% 0.57%
- --------------------------------------------------------------------------------
Global Fixed Income 1.60% 0.00% 1.60%
- --------------------------------------------------------------------------------
Fully Managed 0.96% 0.01% 0.97%
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Equity Income 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Investors 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
Value Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Rising Dividends 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Managed Global 1.25% 0.00% 1.25%
- --------------------------------------------------------------------------------
Large Cap Value 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
All Cap 1.00% 0.01% 1.01%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Capital Appreciation 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Capital Growth 1.04% 0.01% 1.05%
- --------------------------------------------------------------------------------
Strategic Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Small Cap 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Growth 1.04% 0.00% 1.04%
- --------------------------------------------------------------------------------
Real Estate 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Hard Assets 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Developing World 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------
Emerging Markets 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------
(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.
THE GALAXY VIP FUND ANNUAL EXPENSES (as a percentage of the average daily net
assets of the portfolio):
- --------------------------------------------------------------------------------
OTHER TOTAL EXPENSES
MANAGEMENT EXPENSES AFTER FEE WAIVER
FEE AFTER AFTER EXPENSE AND EXPENSE
PORTFOLIO FEE WAIVER(1) REIMBURSEMENT(1) REIMBURSEMENT(1)
- --------------------------------------------------------------------------------
Equity 0.75% 0.21% 0.96%
- --------------------------------------------------------------------------------
Growth and Income 0.75% 0.74% 1.49%
- --------------------------------------------------------------------------------
Small Company Growth 0.75% 0.85% 1.60%
- --------------------------------------------------------------------------------
Asset Allocation 0.75% 0.27% 1.02%
- --------------------------------------------------------------------------------
High Quality Bond 0.29% 0.35% 0.64%
- --------------------------------------------------------------------------------
(1) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999. Fleet Investment Advisors Inc. and/or the
administrator have agreed to waive certain fees and/or reimburse Fund
expenses of 4.37% and 0.39% for the Small Company Growth Fund and High
Quality Bond Fund, respectively, for the year ending December 31,
2000. Without this agreement, and based on actual waivers and
reimbursements for the fiscal year ended December 31, 1999, total
expenses would have
3
<PAGE>
been 0.96%, 1.49%, 5.97%, 1.02% and 1.03% for the Equity Fund, Growth
and Income Fund, Small Company Growth Fund, Asset Allocation Fund and
High Quality Bond, respectively.
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(1) EXPENSES(1)
- --------------------------------------------------------------------------------
PIMCO High Yield Bond 0.25% 0.50% 0.75%
- --------------------------------------------------------------------------------
PIMCO StocksPLUS Growth and Income 0.40% 0.25% 0.65%
- --------------------------------------------------------------------------------
(1) PIMCO has contractually agreed to reduce total annual portfolio
operating expenses to the extent they would exceed, due to the payment
of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
High Yield Bond and the StocksPLUS Growth and Income Portfolios,
respectively, of average daily net assets. Without such reductions,
total annual operating expenses for the fiscal year ended December 31,
1999 would have remained unchanged for both Portfolios. Under the
Expense Limitation Agreement, PIMCO may recoup any such waivers and
reimbursements in future periods, not exceeding three years, provided
total expenses, including such recoupment, do not exceed the annual
expense limit. The fees expressed are restated as of April 1, 2000.
ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
OTHER TOTAL EXPENSES
MANAGEMENT 12B-1 FEE(3) EXPENSES AFTER FEE WAIVER
FEE AFTER AFTER AFTER EXPENSE AND EXPENSE
PORTFOLIO FEE WAIVER(1)(2) FEE WAIVER REIMBURSEMENT(1)(2) REIMBURSEMENT(1)(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ING Global Brand Names 0.30% 0.15% 0.78% 1.23%
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Since the portfolio had not commenced operations as of December 31,
1999, expenses as shown are based on estimates of the portfolio's
operating expenses for the portfolio's first fiscal year.
(2) ING Mutual Funds Management Co. LLC, the investment manager, has
entered into an expense limitation contract with the portfolio, under
which it will limit expenses of the portfolio as shown, excluding
interest, taxes, brokerage, and extraordinary expenses through
December 31, 2000. Fee waiver and/or reimbursements by the investment
manager may vary in order to achieve such contractually obligated
Total Expenses. Without this contract, and based on estimates for the
fiscal year ending December 31, 2000, total expenses are estimated to
be 2.03% for the portfolio.
(3) Pursuant to a Plan of Distribution adopted by the portfolio under Rule
12b-1 under the 1940 Act, the portfolio pays its distributor an annual
fee of up to 0.25% of average daily net assets attributable to
portfolio shares. The distribution fee may be used by the distributor
for the purpose of financing any activity which is primarily intended
to result in the sale of shares of the portfolio. For more information
see the portfolio's Statement of Additional Information.
THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):
- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE 12B-1 FEE(1) EXPENSES EXPENSES
- --------------------------------------------------------------------------------
Prudential Jennison 0.60% 0.25% 0.18% 1.03%
- --------------------------------------------------------------------------------
(1) The 12b-1 fee for the Prudential Jennison Portfolio is imposed to
enable to portfolio to recover certain sales expenses, including
compensation to broker-dealers, the cost of printing prospectuses for
delivery to prospective investors and advertising costs for the
portfolio. Over a long period of time, the total amount of 12b-1 fees
paid may exceed the amount of sales charges imposed by the product.
4
<PAGE>
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. The tables reflect
expenses of Account NY-B as well as the expenses of the investment portfolios.
See the prospectuses of The GCG Trust, The Galaxy VIP Fund, the PIMCO Variable
Insurance Trust, ING Variable Insurance Trust and The Prudential Series Fund,
Inc. for additional information on portfolio expenses.
Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.
5
<PAGE>
EXAMPLES:
In the following examples, surrender charges may apply if you choose to
annuitize within the first 7 contract years. The examples also assume election
of the Annual Ratchet Enhanced Death Benefit and are based on an assumed 5%
annual return.
If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Liquid Asset.................... $ 90 $ 113 $ 138 $ 233
Limited Maturity Bond........... $ 90 $ 113 $ 138 $ 234
Global Fixed Income............. $101 $ 144 $ 190 $ 336
Fully Managed................... $ 94 $ 125 $ 159 $ 275
Total Return.................... $ 94 $ 123 $ 156 $ 269
Equity Income................... $ 94 $ 125 $ 158 $ 274
Investors....................... $ 95 $ 126 $ 161 $ 279
Value Equity.................... $ 94 $ 125 $ 158 $ 274
Rising Dividends................ $ 94 $ 125 $ 158 $ 274
Managed Global.................. $ 97 $ 134 $ 172 $ 302
Large Cap Value................. $ 95 $ 126 $ 161 $ 279
All Cap......................... $ 95 $ 126 $ 161 $ 279
Research........................ $ 94 $ 123 $ 156 $ 269
Capital Appreciation............ $ 94 $ 125 $ 158 $ 274
Capital Growth.................. $ 95 $ 128 $ 163 $ 283
Strategic Equity................ $ 94 $ 125 $ 158 $ 274
Mid-Cap Growth.................. $ 94 $ 123 $ 156 $ 269
Small Cap....................... $ 94 $ 125 $ 158 $ 274
Growth.......................... $ 95 $ 127 $162 $ 282
Real Estate..................... $ 94 $ 125 $ 158 $ 274
Hard Assets..................... $ 94 $ 125 $ 158 $ 274
Developing World................ $102 $ 148 $197 $ 349
Emerging Markets................ $102 $ 148 $ 197 $ 349
THE GALAXY VIP FUND
Equity.......................... $ 94 $ 125 $ 158 $ 274
Growth and Income............... $100 $ 141 $ 184 $ 325
Small Company Growth............ $101 $ 144 $ 190 $ 336
Asset Allocation................ $ 95 $ 127 $161 $ 280
High Quality Bond............... $ 91 $ 115 $ 142 $ 241
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond........... $ 92 $ 119 $ 147 $ 252
PIMCO StocksPLUS Growth
and Income.................... $ 91 $ 115 $ 142 $ 242
ING VARIABLE INSURANCE TRUST
ING Global Brand Names.......... $ 97 $ 133 $ 171 $ 300
THE PRUDENTIAL SERIES FUND, INC.
Prudential Jennison............. $ 95 $ 127 $ 162 $ 281
</TABLE>
6
<PAGE>
If you do not surrender your Contract or if you annuitize on the annuity start
date, you would pay the following expenses for each $1,000 invested:
<TABLE>
<CAPTION>
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Liquid Asset.................... $20 $ 63 $ 108 $ 233
Limited Maturity Bond........... $20 $ 63 $ 108 $ 234
Global Fixed Income............. $31 $ 94 $ 160 $ 336
Fully Managed................... $24 $ 75 $ 129 $ 275
Total Return.................... $24 $ 73 $ 126 $ 269
Equity Income................... $24 $ 75 $ 128 $ 274
Investors....................... $25 $ 76 $ 131 $ 279
Value Equity.................... $24 $ 75 $ 128 $ 274
Rising Dividends................ $24 $ 75 $ 128 $ 274
Managed Global.................. $27 $ 84 $ 142 $ 302
Large Cap Value................. $25 $ 76 $ 131 $ 279
All Cap......................... $25 $ 76 $ 131 $ 279
Research........................ $24 $ 73 $ 126 $ 269
Capital Appreciation............ $24 $ 75 $ 128 $ 274
Capital Growth.................. $25 $ 78 $ 133 $ 283
Strategic Equity................ $24 $ 75 $ 128 $ 274
Mid-Cap Growth.................. $24 $ 73 $ 126 $ 269
Small Cap....................... $24 $ 75 $ 128 $ 274
Growth.......................... $25 $ 77 $ 132 $ 282
Real Estate..................... $24 $ 75 $ 128 $ 274
Hard Assets..................... $24 $ 75 $ 128 $ 274
Developing World................ $32 $ 98 $ 167 $ 349
Emerging Markets................ $32 $ 98 $ 167 $ 349
THE GALAXY VIP FUND
Equity.......................... $24 $ 75 $ 128 $ 274
Growth and Income............... $30 $ 91 $ 154 $ 325
Small Company Growth............ $31 $ 94 $ 160 $ 336
Asset Allocation................ $25 $ 77 $ 131 $ 280
High Quality Bond............... $21 $ 65 $ 112 $241
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond........... $22 $ 69 $ 117 $ 252
PIMCO StocksPLUS Growth
and Income.................... $21 $ 65 $ 112 $ 242
ING VARIABLE INSURANCE TRUST
ING Global Brand Names.......... $27 $ 83 $141 $300
THE PRUDENTIAL SERIES FUND, INC.
Prudential Jennison............. $25 $ 77 $132 $281
</TABLE>
The examples above reflect the annual administrative charge as an annual charge
of 0.04% of assets (based on an average contract value of $77,000). If the
Standard Death Benefit is elected instead of the Annual Ratchet Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.
7
<PAGE>
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account NY-B of First Golden ("Account NY-B") has its own
accumulation unit value. The accumulation units are valued each business day
that the New York Stock Exchange is open for trading. Their values may increase
or decrease from day to day according to a Net Investment Factor, which is
primarily based on the investment performance of the applicable investment
portfolio. Shares in the investment portfolios are valued at their net asset
value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the subaccount and reinvested in such subaccount. We
subtract from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the subaccount at the end of
the preceding business day.
(4) We then subtract the applicable daily mortality and expense risk
charge and the daily asset-based administrative charge from each
subaccount.
Calculations for the subaccounts are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Account NY-B offered in this prospectus and (ii) the total investment value
history of each such subaccount are presented in Appendix A - Condensed
Financial Information.
FINANCIAL STATEMENTS
The audited financial statements of Account NY-B for the year ended December 31,
1999 are included in the Statement of Additional Information. The audited
financial statements of First Golden for the years ended December 31, 1999, 1998
and 1997 are included in this prospectus.
PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Account NY-B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.
Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long the subaccount of Account
NY-B has been in existence. We may show other total returns for periods of less
than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Account NY-B, assuming an investment at the
beginning of the period, withdrawal of the investment at the end of the period,
and the deduction of all applicable portfolio and contract charges. We may also
show rates of total return on amounts invested at the beginning of the period
with no withdrawal at the end of the period. Total return figures which assume
no withdrawals at the end of the period will reflect all recurring charges, but
will not reflect the surrender charge. In addition, we may present historic
performance data for the investment portfolios since their inception reduced by
some or all of the fees and charges under the Contract. Such adjusted historic
performance includes data that precedes the
8
<PAGE>
inception dates of the subaccounts of Account NY-B. This data is designed to
show the performance that would have resulted if the Contract had been in
existence during that time.
Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period.
We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (a measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information, including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.
Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.
- --------------------------------------------------------------------------------
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
First Golden American Life Insurance Company of New York ("First Golden") was
incorporated on May 24, 1996 as a New York stock life insurance company. First
Golden is a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American"). Golden American is a wholly owned subsidiary of Equitable
of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of Iowa is wholly owned
subsidiary of ING Groep N.V. ("ING"), a global financial services holding
company based in The Netherlands. First Golden's financial statements appear in
this prospectus. First Golden is authorized to do business in Delaware and New
York.
Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc. (the investment advisor of The GCG Trust and the distributor of the
Contracts) and other interests. Equitable of Iowa and another ING affiliate own
ING Investment Management Co. LLC, one of the portfolio managers of The GCG
Trust and the ING Variable Insurance Trust. ING also owns Baring International
Investment Limited, another portfolio manager of The GCG Trust and ING
Investment Management Advisors B.V., another portfolio manager of the ING
Variable Insurance Trust.
Our principal office is located at 230 Park Avenue, Suite 966, New York, New
York 10169.
- --------------------------------------------------------------------------------
THE TRUSTS
- --------------------------------------------------------------------------------
In this prospectus, we refer to The GCG Trust, The Galaxy VIP Fund, the PIMCO
Variable Insurance Trust, ING Variable Insurance Trust and The Prudential Series
Fund, Inc. collectively as the "Trusts" and individually as a "Trust."
The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by First
Golden and other affiliated insurance companies. The GCG
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Trust may also sell its shares to separate accounts of insurance companies, not
affiliated with First Golden. Pending SEC approval, shares of The GCG Trust may
also be sold to certain qualified pension and retirement plans. The principal
address of The GCG Trust is 1475 Dunwoody Drive, West Chester, PA 19380.
The Galaxy VIP Fund is a mutual fund whose shares are offered to separate
accounts of various life insurance companies for variable annuity contracts,
including certain variable contracts of First Golden and its affiliates. The
principal office of The Galaxy VIP Fund is 4400 Computer Drive, Westborough, MA
01581.
The PIMCO Variable Insurance Trust is a mutual fund whose shares are available
to separate accounts of insurance companies, including First Golden, for both
variable annuity contracts and variable life insurance policies and to qualified
pension and retirement plans. The principal address of the PIMCO Variable
Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach, CA 92660.
ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by insurance
companies such as First Golden and Golden American. Pending SEC approval, shares
of ING Variable Insurance Trust may also be sold to variable annuity and
variable life insurance policies offered by other insurance companies, both
affiliated and unaffiliated with First Golden. The address of ING Variable
Insurance Trust is 1475 Dunwoody Drive, West Chester, PA 19380.
The Prudential Series Fund is also a mutual fund whose shares are available to
separate accounts funding variable annuity and variable life insurance polices
offered by The Prudential Insurance Company of America, its affiliated insurers
and other life insurance companies not affiliated with Prudential, including
Golden American. The address of the Prudential Series Fund is 751 Broad Street,
Newark, NJ 07102.
In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of The GCG Trust, The Galaxy VIP
Fund, the PIMCO Variable Insurance Trust, and ING Variable Insurance Trust, the
Board of Directors of The Prudential Series Fund, Inc., and the management of
Directed Services, Inc., Fleet Investment Advisors Inc., Pacific Investment
Management Company, ING Mutual Funds Management Co. LLC., The Prudential
Insurance Corporation, and any other insurance companies participating in the
Trusts will monitor events to identify and resolve any material conflicts that
may arise.
YOU WILL FIND MORE COMPLETE INFORMATION ABOUT THE GCG TRUST, THE GALAXY VIP
FUND, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND, INC. IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU
SHOULD READ THEM CAREFULLY BEFORE INVESTING.
- --------------------------------------------------------------------------------
FIRST GOLDEN SEPARATE ACCOUNT NY-B
- --------------------------------------------------------------------------------
First Golden Separate Account NY-B ("Account NY-B") was established as a
separate account of First Golden on June 13, 1996. It is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 ("1940
Act"). Account NY-B is a separate investment account used for our variable
annuity contracts. We own all the assets in Account NY-B but such assets are
kept separate from our other accounts.
Account NY-B is divided in subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of The GCG Trust, The Galaxy VIP Fund, the
PIMCO Variable Insurance Trust, ING Variable Insurance Trust or The Prudential
Series Fund, Inc. Each investment portfolio has its own distinct investment
objectives and policies. Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount of
Account NY-B without regard to any other income, gains or losses of the Company.
Assets equal to the reserves and other contract liabilities with respect to each
are not chargeable with liabilities arising out of any other business of the
Company. They may, however, be subject to liabilities arising from subaccounts
whose assets we attribute to other variable
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annuity contracts supported by Account NY-B. If the assets in Account NY-B
exceed the required reserves and other liabilities, we may transfer the excess
to our general account. We are obligated to pay all benefits and make all
payments provided under the Contracts.
We currently offer other variable annuity contracts that invest in Account NY-B
but are not discussed in this prospectus. Account NY-B may also invest in other
investment portfolios which are not available under your Contract.
- --------------------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- --------------------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL.
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objective. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE GALAXY FUND VIP
FUND, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND, INC. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING. TO OBTAIN FREE COPIES OF THESE PROSPECTUSES, PLEASE WRITE TO OUR
CUSTOMER SERVICE CENTER AT P.O. BOX 2700, WEST CHESTER, PENNSYLVANIA 19380 OR
CALL (800) 366-0066 OR ACCESS THE SEC'S WEBSITE (HTTP://WWW.SEC.GOV).
- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset Seeks high level of current income consistent with the
preservation of capital and liquidity.
Invests primarily in obligations of the U.S. Government
and its agencies and instrumentalities, bank
obligations, commercial paper and short-term corporate
debt securities. All securities will mature in less than
one year.
--------------------------------------------------------
Limited Maturity Bond Seeks highest current income consistent with low risk to
principal and liquidity. Also seeks to enhance its total
return through capital appreciation when market factors,
such as falling interest rates and rising bond prices,
indicate that capital appreciation may be available
without significant risk to principal.
Invests primarily in diversified limited maturity debt
securities with average maturity dates of five years or
shorter and in no cases more than seven years.
--------------------------------------------------------
Global Fixed Income Seeks high total return.
Invests primarily in high-grade fixed income securities,
both foreign and domestic.
--------------------------------------------------------
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- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Fully Managed Seeks, over the long term, a high total investment
return consistent with the preservation of capital and
with prudent investment risk.
Invests primarily in the common stocks of established
companies believed by the portfolio manager to have
above-average potential for capital growth.
--------------------------------------------------------
Total Return Seeks above-average income (compared to a portfolio
entirely invested in equity securities) consistent with
the prudent employment of capital.
Invests primarily in a combination of equity and fixed
income securities.
--------------------------------------------------------
Equity Income Seeks substantial dividend income as well as long-term
growth of capital.
Invests primarily in common stocks of well-established
companies paying above-average dividends.
--------------------------------------------------------
Investors Seeks long-term growth of capital. Current income is a
secondary objective.
Invests primarily in equity securities of U.S. companies
and to a lesser degree, debt securities.
--------------------------------------------------------
Value Equity Seeks capital appreciation. Dividend income is a
secondary objective.
Invests primarily in common stocks of domestic and
foreign issuers which meet quantitative standards
relating to financial soundness and high intrinsic value
relative to price.
--------------------------------------------------------
Rising Dividends Seeks capital appreciation. A secondary objective is
dividend income.
Invests in equity securities that meet the following
quality criteria: regular dividend increases; 35% of
earnings reinvested annually; and a credit rating of "A"
to "AAA."
--------------------------------------------------------
Managed Global Seeks capital appreciation. Current income is only an
incidental consideration.
Invests primarily in common stocks traded in securities
markets throughout the world.
--------------------------------------------------------
Large Cap Value Seeks long-term growth of capital and income.
Invests primarily in equity and equity-related
securities of companies with market capitalization
greater than $1 billion.
--------------------------------------------------------
All Cap Seeks capital appreciation through investment in
securities which the portfolio manager believes have
above-average capital appreciation potential.
Invests primarily in equity securities of U.S. companies
of any size.
--------------------------------------------------------
Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or securities
convertible into common stocks of companies believed to
have better than average prospects for long-term growth.
--------------------------------------------------------
Capital Appreciation Seeks long-term capital growth.
Invests primarily in equity securities believed by the
portfolio manager to be undervalued.
--------------------------------------------------------
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- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Capital Growth Seeks long-term total return.
Invests primarily in common stocks of companies where
the potential for change (earnings acceleration) is
significant.
--------------------------------------------------------
Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium- and
small-sized companies.
--------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of companies with
medium market capitalization which the portfolio manager
believes have above-average growth potential.
--------------------------------------------------------
Small Cap Seeks long-term capital appreciation.
Invests primarily in equity securities of companies that
have a total market capitalization within the range of
companies in the Russell 2000 Growth Index or the
Standard & Poor's Small-Cap 600 Index.
--------------------------------------------------------
Growth Seeks capital appreciation.
Invests primarily in common stocks of growth companies
that have favorable relationships between price/earnings
ratios and growth rates in sectors offering the
potential for above-average returns.
--------------------------------------------------------
Real Estate Seeks capital appreciation. Current income is a
secondary objective.
Invests primarily in publicly traded real estate equity
securities.
--------------------------------------------------------
Hard Assets Seeks long-term capital appreciation.
Invests primarily in hard asset securities. Hard asset
companies produce a commodity which the portfolio
manager is able to price on a daily or weekly basis.
--------------------------------------------------------
Developing World Seeks capital appreciation.
Invests primarily in equity securities of companies in
developing or emerging countries.
--------------------------------------------------------
Emerging Markets Seeks long-term capital appreciation.
Invests primarily in equity securities of companies in
at least six different emerging market countries.
--------------------------------------------------------
THE GALAXY VIP FUND
Equity Seeks long-term growth by investing in companies that
the portfolio manager believes have above-average
earnings potential.
Invests normally at least 75% of its total assets in
common stocks and securities convertible into common
stocks issued by U.S. companies.
--------------------------------------------------------
Growth and Income Seeks to provide a relatively high total return through
long-term capital appreciation and current income.
Invests normally at least 65% of its total assets in the
common stocks of U.S. companies with large market
capitalizations (generally over $2 billion) that have
prospects for above-average growth and dividends.
--------------------------------------------------------
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- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
Small Company Growth Seeks capital appreciation.
Invests normally at least 65% of its total assets in the
equity securities, primarily common stocks, of small
companies that have market capitalizations of $1.5
billion or less. The portfolio invests primarily in the
common stock of U.S. companies, but may invest up to 20%
of its total assets in foreign equity securities.
--------------------------------------------------------
Asset Allocation Seeks a high total return by providing both a current
level of income that is greater than that provided by
the popular stock market averages, as well as long-term
growth in the value of the portfolio's assets.
Invests in a mix of stocks and bonds that the portfolio
manager believes will produce both income and long-term
capital growth. This mix will change from time to time
as a result of economic and market conditions. However,
the portfolio keeps at least 25% of its total assets in
fixed income investments, including debt securities and
preferred stocks, at all times.ll produce both income
and long-term capital growth. This mix will change from
time to time as a result of economic and market
conditions. However, the portfolio keeps at least 25% of
its total assets in fixed income investments, including
debt securities and preferred stocks, at all times.
--------------------------------------------------------
High Quality Bond Seeks a high level of current income consistent with
prudent risk of capital.
Invests primarily in obligations issued or guaranteed by
the U.S. Government, its agencies and instrumentalities,
as well as in corporate debt obligations such as notes
and bonds. The portfolio also invests in asset-backed
and mortgage-backed securities and in money market
instruments, such as commercial paper and bank
obligations. Normally, at least 65% of the portfolio's
total assets will be invested in high quality debt
obligations that have one of the top two ratings
assigned by Standard & Poor's Ratings Group or Moody's
Investors Services, Inc. or are unrated securities
determined by the portfolio manager to be of comparable
quality.
--------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Seeks to maximize total return, consistent with
preservation of capital and prudent investment
management.
Invests at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by Moody's
Investor Services, Inc. or Standard & Poor's or, if
unrated, determined by the portfolio manager to be of
comparable quality.
--------------------------------------------------------
PIMCO StocksPLUS
Growth and Income Seeks to achieve a total return which exceeds the total
return performance of the S&P 500
Invests primarily in common stocks, options, futures,
options on futures and swaps.
--------------------------------------------------------
ING VARIABLE INSURANCE TRUST
ING Global Brand Names Seeks to provide investors with long-term capital
appreciation.
Invests at least 65% of its total assets in equity
securities of companies that have a well recognized
franchise, a global presence and derive most of their
revenues from sales of consumer goods.
--------------------------------------------------------
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- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison Seeks long-term growth of capital.
Invests primarily in companies that have shown growth in
earnings and sales, high return on equity and assets or
other strong financial data and are also attractively
valued in the opinion of the manager. Dividend income
from investments will be incidental.
--------------------------------------------------------
INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to manage the assets of each portfolio
of the GCG Trust. Directed Services provides or procures, at its own expense,
the services necessary for the operation of the portfolios. Directed Services
(and not the GCG Trust) pays each portfolio manager a monthly fee for managing
the assets of a portfolio, based on the annual rates of the average daily net
assets of a portfolio. For a list of the portfolio managers, see the front cover
of this prospectus. Directed Services does not bear the expense of brokerage
fees and other transactional expenses for securities, taxes (if any) paid by a
portfolio, interest on borrowing, fees and expenses of the independent trustees,
and extraordinary expenses, such as litigation or indemnification expenses.
Fleet Investment Advisors Inc. ("Fleet") serves as the investment advisor to The
Galaxy VIP Fund. The Galaxy VIP Fund pays Fleet a monthly investment advisory
fee based on the average daily net assets of each investment portfolio. Each
portfolio pays its own administrative costs. Except for agreements to reimburse
certain expenses of some portfolios, Fleet does not bear any portfolio expenses.
Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.
ING Mutual Funds Management Co. LLC ("ING") serves as the overall manager of ING
Variable Insurance Trust. ING supervises all aspects of the Trust's operations
and provides investment advisory services to the portfolios of the Trust,
including engaging portfolio managers, as well as monitoring and evaluating the
management of the assets of each portfolio by its portfolio manager. ING, as
well as each portfolio manager it engages, is a wholly owned indirect subsidiary
of ING Groep N.V.
The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for The Prudential Series Fund, Inc. Prudential is
responsible for the management of The Prudential Series Fund, Inc. and provides
investment advice and related services. Prudential engages Jennison Associates
LLC to serve as sub-adviser for the Prudential Jennison Portfolio and to provide
day-to-day management. Prudential pays the sub-adviser out of the fee Prudential
receives from The Prudential Series Fund, Inc.
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.
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We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S ADVISORY FEES IN
THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.
- --------------------------------------------------------------------------------
THE FIXED INTEREST ALLOCATION
- --------------------------------------------------------------------------------
You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 1, 3, 5, 7 and 10 years, although
we may not offer all these periods in the future. You may select one or more
guaranteed interest periods at any one time. We will credit your Fixed Interest
Allocation with a guaranteed interest rate for the interest period you select,
so long as you do not withdraw money from that Fixed Interest Allocation before
the end of the guaranteed interest period. Each guaranteed interest period ends
on its maturity date which is the last day of the month in which the interest
period is scheduled to expire.
If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the applicable
guaranteed interest period, we will apply a Market Value Adjustment to the
transaction. A Market Value Adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current interest rates
at the time of the transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN
YOUR PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.
Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customers, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.
SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered.
Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawals), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate, which yields the quoted
guaranteed interest rate.
GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent
16
<PAGE>
investors) although we are not obligated to invest according to any particular
strategy, except as may be required by applicable law. You will have no direct
or indirect interest in these investments. We will also consider other factors
in determining the guaranteed interest rates, including regulatory and tax
requirements, sales commissions and administrative expenses borne by us, general
economic trends and competitive factors. We cannot predict the level of future
interest rates but no Fixed Interest Allocation will ever have a guaranteed
interest rate of less than 3% per year.
We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.
TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account NY-B. Unless you tell us the Fixed Interest
Allocations from which such transfers will be made, we will transfer amounts
from your Fixed Interest Allocations starting with the guaranteed interest
period nearest its maturity date, until we have honored your transfer request.
The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $250. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer is subject to a Market Value Adjustment.
On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccount(s) and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.
At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.
WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax.
If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
invested, unless the withdrawal exceeds the contract value in the subaccounts.
If there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest
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Allocations starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request.
MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii) if
on the annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.
We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:
N/365
((1+I)/(1+J+.0025)) -1
Where,
o "I" is the Index Rate for a Fixed Interest Allocation on the first day
of the guaranteed interest period;
o "J" is the Index Rate for a new Fixed Interest Allocation with a
guaranteed interest period equal to the time remaining in the
guaranteed interest period, at the time of calculation; and
o "N" is the remaining number of days in the guaranteed interest period
at the time of calculation.
The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average is currently based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.
A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.
Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.
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THE ANNUITY CONTRACT
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The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of The GCG Trust, The Galaxy VIP
Fund, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and
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The Prudential Series Fund, Inc., funded by Account NY-B. It also provides a
means for you to invest in a Fixed Interest Allocation through the Fixed
Account.
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.
ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.
CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.
The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.
If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.
JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.
ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.
The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).
If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.
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If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.
Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).
If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.
One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.
You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.
CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit and the guaranteed death benefit. You
may also change the beneficiary. All requests for changes must be in writing and
submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.
PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.
The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of $500 or more ($250 for qualified
Contracts) at any time after the free look period before you turn age 85. Under
certain circumstances, we may waive the minimum premium payment requirement. We
may also change the minimum initial or additional premium requirements for
certain group or sponsored arrangements. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.
The Contracts offered by this prospectus are available only to customers of
Fleet Financial Group, Inc. and its affiliates.
CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be credited to a Contract within 1
business day if we receive all information necessary. In certain states we also
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accept initial and additional premium payments by wire order. Wire transmittals
must be accompanied by sufficient electronically transmitted data. We may retain
premium payments for up to 5 business days while attempting to complete an
incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.
We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocations specified by you within 2 business days.
We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.
Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account NY-B with respect to your
Contract. The net investment results of each subaccount vary with its investment
performance.
We may require that an initial premium designated for a subaccount of Account
NY-B or the Fixed Account be allocated to a subaccount specially designated by
the Company (currently, the Liquid Asset subaccount) during the free look
period. After the free look period, we will convert your contract value (your
initial premium plus any earnings less any expenses) into accumulation units of
the subaccounts you previously selected. The accumulation units will be
allocated based on the accumulation unit value next computed for each
subaccount. Initial premiums designated for Fixed Interest Allocations will be
allocated to a Fixed Interest Allocation with the guaranteed interest period you
have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.
ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.
CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocations is the sum of premium payments allocated to the Fixed
Interest Allocations under the Contract, plus contract value transferred to the
Fixed Interest Allocations, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawals), contract fees, and premium taxes.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount.
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On the contract date, we allocate your contract value to each subaccount and/or
a Fixed Interest Allocation specified by you, unless the Contract is issued in a
state that requires the return of premium payments during the free look period,
in which case, the portion of your initial premium not allocated to a Fixed
Interest Allocation will be allocated to a subaccount specially designated by
the Company during the free look period for this purpose (currently, the Liquid
Asset subaccount).
On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:
(1) We take the contract value in the subaccount at the end of the
preceding business day.
(2) We multiply (1) by the subaccount's Net Investment Factor since the
preceding business day.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments, and then add or
subtract any transfers to or from that subaccount.
(5) We subtract from (4) any withdrawals and any related charges, and then
subtract any contract fees and premium taxes.
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, and any other charges incurred
but not yet deducted.
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.
Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.
THE SUBACCOUNTS
Each of the 32 subaccounts of Account NY-B offered under this prospectus invests
in an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account NY-B invests in a corresponding portfolio
of the GCG Trust, a corresponding portfolio of The Galaxy VIP Fund, a
corresponding portfolio of the PIMCO Variable Insurance Trust, a corresponding
portfolio of the ING Variable Insurance Trust, or a corresponding portfolio of
the Prudential Series Fund, Inc.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.
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We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio,
unless you request otherwise.
We also reserve the right to: (i) deregister Account NY-B under the 1940 Act;
(ii) operate Account NY-B as a management company under the 1940 Act if it is
operating as a unit investment trust; (iii) operate Account NY-B as a unit
investment trust under the 1940 Act if it is operating as a managed separate
account; (iv) restrict or eliminate any voting rights as to Account NY-B; and
(v) combine Account NY-B with other accounts.
We will, of course, provide you with written notice before any of these changes
are effected.
THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.
OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
investment portfolios of the Trusts. These contracts have different charges that
could effect their performance, and many offer different benefits more suitable
to your needs. To obtain more information about these other contracts, contact
our Customer Service Center or your registered representative.
OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.
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WITHDRAWALS
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Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.
You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.
For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.
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We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.
SYSTEMATIC WITHDRAWALS
You may elect to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it starts at least 28 days after your
contract date. You also select the date on which the systematic withdrawals will
be made, but this date cannot be later than the 28th day of the month. If you
have elected to receive systematic withdrawals but have not chosen a date, we
will make the withdrawals on the same calendar day of each month as your
contract date. If your contract date is after the 28th, your systematic
withdrawal will be made on the 28th day of each month.
Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:
MAXIMUM PERCENTAGE
FREQUENCY OF CONTRACT VALUE
Monthly 1.25%
Quarterly 3.75%
Annually 15.00%
If your systematic withdrawal is a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the amount
withdrawn so that it equals such percentage. Thus, your fixed dollar systematic
withdrawals will never exceed the maximum percentage. If you want fixed dollar
systematic withdrawals to exceed the maximum percentage and are willing to incur
associated surrender charges, consider the Fixed Dollar Systematic Withdrawal
Feature which you may add to your regular systematic withdrawal program.
If your systematic withdrawal is based on a percentage of your contract value
and the amount to be systematically withdrawn based on that percentage would be
less than $100, we will automatically increase the amount to $100 as long as it
does not exceed the maximum percentage. If the systematic withdrawal would
exceed the maximum percentage, we will send the amount, and then automatically
cancel your systematic withdrawal option.
Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) or 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.
You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your
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withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.
FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 15% of your contract
value as determined on the day we receive your election of this feature. The
maximum limit will not be recalculated when you make additional premium
payments, unless you instruct us to do so. We will assess a surrender charge on
the withdrawal date if the systematic withdrawal exceeds the maximum limit as
calculated on the withdrawal date. We will assess a Market Value Adjustment on
the withdrawal date if the systematic withdrawal from a Fixed Interest
Allocation exceeds your interest earnings on the withdrawal date. We will apply
the surrender charge and any Market Value Adjustment directly to your contract
value (rather than to the systematic withdrawal) so that the amount of each
systematic withdrawal remains fixed.
Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Internal Revenue Code (the "Code")
may exceed the maximum. Such withdrawals are subject to surrender charges and
Market Value Adjustment when they exceed the applicable free withdrawal amount.
IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("IRS")
rules governing mandatory distributions under qualified plans. We will send you
a notice before your distributions commence. You may elect to take IRA
withdrawals at that time, or at a later date. You may not elect IRA withdrawals
and participate in systematic withdrawals at the same time. If you do not elect
to take IRA withdrawals, and distributions are required by federal tax law,
distributions adequate to satisfy the requirements imposed by federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.
You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.
You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.
You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.
An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.
CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made
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before the taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See
"Federal Tax Considerations" for more details.
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TRANSFERS AMONG YOUR INVESTMENTS
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You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgment or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date
unless the transfer is made under the dollar cost averaging program.
Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.
To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account NY-B and the Company will not be
liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone.
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with a 1-year
guaranteed interest period. These subaccounts or Fixed Interest Allocation serve
as the source accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccounts selected by you.
The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.
You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. If your source account is the Limited
Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year Fixed Interest
Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12. You may change the transfer
amount once each contract year.
Transfers from a Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment.
If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any
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time by sending satisfactory notice to our Customer Service Center at least 7
days before the next transfer date. A Fixed Interest Allocation may not
participate in the dollar cost averaging program and in systematic withdrawals
at the same time.
We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, or
otherwise modify, suspend or terminate this program. Of course, such change will
not affect any dollar cost averaging programs in operation at the time.
AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account NY-B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated to the Fixed Account. The program may be
used in conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata. Automatic rebalancing is not available if you participate in
dollar cost averaging. Automatic rebalancing will not take place during the free
look period.
To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.
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DEATH BENEFIT CHOICES
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required claims forms, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For more
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."
You may choose from the following 2 death benefit choices: (1) the Standard
Death Benefit Option; and (2) the Annual Ratchet Enhanced Death Benefit Option.
Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the enhanced death benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the guaranteed death benefit.
STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you choose the Annual Ratchet Enhanced Death Benefit. The
Standard Death Benefit under the Contract is the greatest of (i) your contract
value; (ii) total premium payments less any withdrawals; and (iii) the cash
surrender value.
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ANNUAL RATCHET ENHANCED DEATH BENEFIT. The Annual Ratchet Enhanced Death
Benefit under the Contract is the greatest of (i) the contract value; (ii) total
premium payments less any withdrawals; (iii) the cash surrender value; and (iv)
the enhanced death benefit as calculated below.
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HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
FOR THE ANNUAL RATCHET ENHANCED DEATH BENEFIT
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On each contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract value and
select the larger amount as the new enhanced death benefit.
On all other days, the enhanced death benefit is the amount determined below. We
first take the enhanced death benefit from the preceding day (which would be the
initial premium if the valuation date is the contract date) and then we add
additional premiums paid since the preceding day, then we subtract any
withdrawals (including any Market Value Adjustment applied to such withdrawals)
since the preceding day, then we subtract any associated surrender charges. That
amount becomes the new enhanced death benefit.
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The Annual Ratchet Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is less than 80 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit may not be available
where a Contract is held by joint owners.
DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under the Contract which do
not satisfy the requirements of Section 72(s) of the Code.
If any owner of a non-qualified Contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.
Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by First Golden will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.
If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on
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the owner's date of death. Such cash payment will be in full settlement of all
our liability under the Contract.
If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.
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CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.
CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.
CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:
SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6 7+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.
SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in
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each subaccount or Fixed Interest Allocation from which the excess withdrawal
was taken. In instances where the excess withdrawal equals the entire contract
value in such subaccounts or Fixed Interest Allocations, we will deduct charges
proportionately from all other subaccounts and Fixed Interest Allocations in
which you are invested. ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE
THAN 30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET VALUE ADJUSTMENT.
For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.
PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.
We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time the initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract, when you take an excess
withdrawal or on the annuity start date.
ADMINISTRATIVE CHARGE. We deduct the annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
First Golden. We deduct the charge proportionately from all subaccounts in which
you are invested. If there is no contract value in those subaccounts, we will
deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.
TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected the Annual Ratchet Enhanced Death Benefit, the charge, on an annual
basis, is equal to 1.25% of the assets you have in each subaccount. The charge
is deducted each business day at the rate of .003446% for each day since the
previous business day.
ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. The charge is deducted
daily from your assets in each subaccount in order to compensate First Golden
for a portion of the administrative expenses under the Contract.
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TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56% to
1.75%. See "Fees and Expenses" in this Prospectus for details.
Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.
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THE ANNUITY OPTIONS
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ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change the annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.
You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.
The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.
For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.
Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate), the total contract
value applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.
Our approval is needed for any option where:
(1) The person named to receive payment is other than the contract owner
or beneficiary;
(2) The person named is not a natural person, such as a corporation; or
(3) Any income payment would be less than the minimum annuity income
payment allowed.
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SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday. If, on the annuity start date, a surrender charge remains, the elected
annuity option must include a period certain of at least 5 years.
If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday.
If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. See "Federal Tax Considerations" and the
Statement of Additional Information. For a Contract purchased in connection with
a qualified plan, other than a Roth IRA, distributions must commence not later
than April 1st of the calendar year following the calendar year in which you
attain age 70 1/2 or, in some cases, retire. Distributions may be made through
annuitization or withdrawals. You should consult your tax adviser for tax
advice.
FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.
THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.
OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.
OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period instead. Under this
arrangement, income is guaranteed until payments equal the amount applied. If
the person named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the amount
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.
OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.
OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the 1940 Act, it will comply with the requirements of
such Act.
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PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and First Golden. The amounts
we will pay are determined as follows:
(1) For Option 1, or any remaining guaranteed payments under Option 2, we
will continue payments. Under Options 1 and 2, the discounted values
of the remaining guaranteed payments may be paid in a single sum. This
means we deduct the amount of the interest each remaining guaranteed
payment would have earned had it not been paid out early. The discount
interest rate is never less than 3% for Option 1 and 3.50% for Option
2 per year. We will, however, base the discount interest rate on the
interest rate used to calculate the payments for Options 1 and 2 if
such payments were not based on the tables in the Contract.
(2) For Option 3, no amounts are payable after both named persons have
died.
(3) For Option 4, the annuity option agreement will state the amount we
will pay, if any.
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OTHER CONTRACT PROVISIONS
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REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies in the
report or in any confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account NY-B invests,
as well as any other reports, notices or documents we are required by law to
furnish to you.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account NY-B may not reasonably occur or so that the Company may not
reasonably determine the value of Account NY-B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.
IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.
CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity. You will be given advance notice of such changes.
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FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. To cancel,
you need to send your Contract to our Customer Service Center or to the agent
from whom you purchased it. We will refund the contract value. For purposes of
the refund during the free look period, we include a refund of any charges
deducted from your contract value. Because of the market risks associated with
investing in the portfolios, the contract value returned may be greater or less
than the premium payment you paid. We may, in our discretion, require that
premiums designated for investment in the subaccounts as well as premiums
designated for a Fixed Interest Allocation be allocated to the specially
designated subaccount during the free look period. Your Contract is void as of
the day we receive your Contract and your request. We determine your contract
value at the close of business on the day we receive your written refund
request. If you keep your Contract after the free look period and the investment
is allocated to a subaccount specially designated by the Company, we will put
your money in the subaccount(s) chosen by you, based on the accumulation unit
value next computed for each subaccount, and/or in the Fixed Interest Allocation
chosen by you.
GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.
SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account NY-B and other
separate accounts of First Golden and Golden American Life Insurance Company. We
pay Directed Services for acting as principal underwriter under a distribution
agreement, which in turn pays the writing agent. The principal address of
Directed Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
Directed Services enters into sales agreements with broker-dealers affiliated
with Fleet Financial Group, Inc. to sell the Contracts through registered
representatives who are licensed to sell securities and variable insurance
products. These broker-dealers are registered with the SEC and are members of
the National Association of Securities Dealers, Inc. Directed Services receives
a maximum of 5.5% commission, and passes through 100% of the commission to the
broker-dealer whose registered representative sold the contract.
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UNDERWRITER COMPENSATION
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NAME OF PRINCIPAL AMOUNT OF OTHER
UNDERWRITER COMMISSION TO BE PAID COMPENSATION
Directed Services, Inc. Maximum of 5.5% Reimbursement of any
of any initial covered expenses
or additional incurred by registered
premium payments. representatives in
connection with
the distribution
of the Contracts.
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OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-B according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account NY-B which are not attributable to contract owners in the same
proportion.
STATE REGULATION
We are regulated by the Insurance Department of the State of New York. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The variable Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual
statements of our operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.
LEGAL PROCEEDINGS
The Company and its parent, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and other
lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. We believe that currently there are
no pending or threatened lawsuits that are reasonably likely to have a
materially adverse impact on the Company or Account NY-B.
LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of First Golden.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.
EXPERTS
The audited financial statements of First Golden and Account NY-B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or incorporated by
reference in the Statement of Additional Information and in the Registration
Statement and are included or incorporated by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
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FEDERAL TAX CONSIDERATIONS
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The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.
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TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals for
whom premium payments are comprised solely of proceeds from and/or contributions
under retirement plans that are intended to qualify as plans entitled to special
income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax status. In
addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan and receiving distributions
from a qualified Contract in order to continue receiving favorable tax
treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.
TAX STATUS OF THE CONTRACTS
DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for the Contracts to be
treated as annuity contracts for federal income tax purposes. It is intended
that Account NY-B, through the subaccounts, will satisfy these diversification
requirements.
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account NY-B assets, we reserve the
right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Account NY-B assets supporting the Contract.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise.
Other rules may apply to Qualified Contracts.
The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.
TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)
TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration paid for the contract) during the taxable year. There are
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<PAGE>
some exceptions to this rule and a prospective contract owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.
WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time. The tax treatment of
market value adjustments is uncertain. You should consult a tax adviser if you
are considering taking a withdrawal from your Contract in circumstances where a
market value adjustment would apply.
In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.
PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:
o made on or after the taxpayer reaches age 59 1/2;
o made on or after the death of a contract owner;
o attributable to the taxpayer's becoming disabled; or
o made as part of a series of substantially equal periodic payments for
the life (or life expectancy) of the taxpayer.
Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.
ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.
TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax advisor as to the tax consequences.
WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.
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TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.
DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For Qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.
For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.
WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchaser of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.
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<PAGE>
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.
ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.
ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The IRS has not ruled
whether an Enhanced Death Benefit could be characterized as an incidental
benefit, the amount of which is limited in any Code section 401(a) pension or
profit-sharing plan or Code section 403(b) tax-sheltered annuity. Employers
using the Contract may want to consult their tax adviser regarding such
information. Further, the IRS has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced Death
Benefit provision in the Contract comports with IRA qualification requirements.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.
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- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden should be read in
conjunction with the financial statements, and notes thereto included in this
Prospectus.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a wholly owned subsidiary of
ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes, the
change in control of First Golden was accounted for as a purchase effective
October 25, 1997. This merger resulted in a new basis of accounting reflecting
estimated fair values of assets and liabilities at the merger date. As a result,
the GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.
<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
POST-MERGER | PRE-MERGER
------------------------------------------ | -------------------------
| For the
For the | Period For the
For the For the Period | January 1, Period
Year Year October 25, | 1997 December 17,
Ended Ended 1997 through | through 1996 through
December 31, December 31, December 31, | October 24, December 31,
1999 1998 1997 | 1997 1996
------------ ------------ ------------ | ----------- ------------
<S> <C> <C> <C> <C>
Annuity Product Charges ...... $ 556 $ 239 $ 8 | $ 4 --
Net Income before Federal |
Income Tax ................ $ 1,380 $ 1,277 $ 97 | $ 953 $ 65
Net Income ................... $ 811 $ 775 $ 63 | $ 666 $ 42
Total Assets ................. $83,078 $66,034 $33,927 | N/A $24,967
Total Liabilities ............ $56,420 $38,924 $ 7,832 | N/A $ 24
Total Stockholder's Equity ... $26,658 $27,110 $26,095 | N/A $24,943
</TABLE>
The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe the
differences between SAP and GAAP. See First Golden's Annual Report for more
detail.
<TABLE>
<CAPTION>
SELECTED STATUTORY FINANCIAL DATA
(IN THOUSANDS)
---------------------------------------------------------
For The Years Ended
---------------------------------------------------------
December 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Premiums and Annuity Considerations .......... $ -- $ 9,005 $ 2,514
Net Income (Loss) before Federal Income Tax .. $ 1,629 $ (938) $ 635
Net Income (Loss) ............................ $ 790 $ (966) $ 439
Total Assets ................................. $ 80,009 $ 62,469 $ 32,965
Total Liabilities ............................ $ 54,927 $ 38,092 $ 7,541
Total Capital and Surplus .................... $ 25,082 $ 24,377 $ 25,424
</TABLE>
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BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable products remains strong for several reasons including: strong stock
market performance over the last four years; relatively low interest rates; an
aging U. S. population that is increasingly concerned about retirement, estate
planning, and maintaining their standard of living in retirement; and potential
reductions in government and employer-provided benefits at retirement, as well
as lower public confidence in the adequacy of those benefits.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze First Golden American Life
Insurance Company of New York's ("First Golden" or the "Company") results of
operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources is also provided. This analysis
should be read jointly with the financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report.
RESULTS OF OPERATIONS
MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa and Golden
American Life Insurance Company ("Golden American" or "Parent") and their wholly
owned subsidiaries. In addition, Equitable owned all the outstanding capital
stock of Locust Street Securities, Inc., Equitable Investment Services, Inc.
(subsequently dissolved), Directed Services, Inc., Equitable of Iowa Companies
Capital Trust, Equitable of Iowa Companies Capital Trust II, and Equitable of
Iowa Securities Network, Inc. (subsequently renamed ING Funds Distributor,
Inc.). In exchange for the outstanding capital stock of Equitable, ING paid
total consideration of approximately $2.1 billion in cash and stock and assumed
approximately $400 million in debt. As a result of this transaction, Equitable
was merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC"), a Delaware corporation.
For financial statement purposes, the change in control of the Company through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Company's financial
statements for the periods after October 24, 1997 are presented on the
Post-Merger new basis of accounting. The financial statements for October 24,
1997 and prior periods are presented on the Pre-Merger historical cost basis of
accounting.
The purchase price was allocated to EIC and its subsidiaries with $25.9 million
allocated to the Company. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $96,000 attributed to the Company. Goodwill resulting from the merger
is being amortized over 40 years on a straight-line basis. The carrying value
will be reviewed periodically for any indication of impairment in value.
PREMIUMS. The Company reported variable annuity premiums of $11.7 million for
the year ended December 31, 1999 and $29.2 million for the year ended December
31, 1998. This decrease was mainly due to the discontinuance of a sales
relationship with a distributor that sold 62.1% of the Company's products during
1998. This distributor discontinued the sales relationship as of July, 1999 for
new business.
For the Company's variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these products
are recognized over time in the form of investment spread and product charges.
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<PAGE>
Premiums, net of reinsurance, for variable products from three significant
broker/dealers, each having at least ten percent of total sales, for the year
ended December 31, 1999 totaled $10.6 million, or 90.6% of premiums compared to
$27.5 million, or 94.4% from three significant broker/dealers for the year ended
December 31, 1998.
REVENUES. Product charges from variable annuities totaled $556,000 in 1999 and
$239,000 in 1998. This increase is due to higher account balances associated
with the Company's fixed account and separate account options. Net investment
income was $2.1 million for the year ended December 31, 1999. This was an
increase of 16.4% compared to net investment income of $1.8 million for the year
ended December 31, 1998. The Company recognized realized losses of $166,000
during 1999 compared to a realized gain of $24,000 from the sale of investments
during 1998.
EXPENSES. The Company reported total insurance benefits and expenses of $1.2
million for the year ended December 31, 1999 and $830,000 for the year ended
December 31, 1998. Insurance benefits and expenses consisted of interest
credited to account balances, benefit claims incurred in excess of account
balances, commissions, general expenses, insurance taxes, state licenses, and
fees, amortization of deferred policy acquisition expenses, goodwill, and value
of purchased insurance in force, net of deferred policy acquisition costs.
Interest credited to account balances was $590,000 and $376,000 for the years
ended December 31, 1999 and December 31, 1998, respectively. This increase is
primarily due to higher average account balances associated with the Company's
fixed account option within the variable product.
Commissions, general expenses, and insurance taxes, state licenses, and fees
were $697,000, $362,000 and $128,000, respectively, for the year ended December
31, 1999. For the year ended December 31, 1998, commissions, general expenses,
and insurance taxes, state licenses, and fees were $1.8 million, $834,000 and
$44,000, respectively. Most costs incurred as the result of sales have been
deferred, thus having very little impact on current earnings.
The Company's deferred policy acquisition costs ("DPAC") was eliminated and an
asset of $132,000 representing value of purchased insurance in force ("VPIF")
was established for policies in force at the merger date. The Company deferred
$879,000 of expenses associated with the sale of variable annuity contracts for
the year ended December 31, 1999. Expenses of $2.3 million were deferred for the
year ended December 31, 1998. These acquisition costs are amortized in
proportion to the expected gross profits. Amortization of DPAC was $201,000 and
$76,000 for the years ended December 31, 1999 and 1998, respectively. The
amortization of VPIF was $35,000 for the year ended December 31, 1999 and $8,000
for the year ended December 31, 1998. During 1999 and 1998, VPIF was adjusted to
increase amortization by $3,000 and $6,000, respectively, to reflect changes in
the assumptions related to the timing of future gross profits. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
INCOME. Net income for the year ended December 31, 1999 was $811,000. This was
an increase of $36,000 from net income for the year ended December 31, 1998.
Comprehensive loss for 1999 was $452,000, a decrease of approximately $1.5
million from $1.0 million for 1998.
FINANCIAL CONDITION
RATINGS. Currently, the Company's ratings are A+ by A.M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").
INVESTMENTS. First Golden's assets are invested in accordance with applicable
laws. These laws govern the nature and the quality of investments that may be
made by life insurance companies and the percentage of their assets that may
be committed to any particular type of investment. In general, these laws
permit investments, within specified limits subject to certain qualifications,
in federal, state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate, and certain other
investments.
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<PAGE>
First Golden purchases investments in accordance with investment guidelines that
take into account investment quality, liquidity, and diversification and invests
primarily in investment grade securities. All of First Golden's assets except
for variable separate account assets are available to meet its obligations under
the contracts.
All of the Company's investments are carried at fair value in the Company's
financial statements. The decrease in the carrying value of the Company's
investment portfolio was due to changes in unrealized depreciation of fixed
maturities. The Company manages the growth of insurance operations in order to
maintain adequate capital ratios.
FIXED MATURITIES. At December 31, 1999, the Company had fixed maturities with an
amortized cost of $29.2 million and an estimated fair value of $28.1 million.
The Company classifies 100% of its securities as available for sale. Net
unrealized depreciation on fixed maturities of $1.1 million was comprised
entirely of gross depreciation. Net unrealized holding losses on these
securities, net of adjustments for VPIF, DPAC, and deferred income taxes of
$603,000 was included in stockholder's equity at December 31, 1999.
The individual securities in the Company's fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U. S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($18.6 million or 63.6%), that are rated BBB+ to
BBB- by Standard & Poor's ($9.1 million or 31.1%), and below investment grade
securities which are securities issued by corporations that are rated BB+ to BB-
by Standard & Poor's ($1.5 million or 5.3%).
Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities. The Company intends to purchase
additional below investment grade securities, but it does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1999, the yield at amortized cost on the
Company's below investment grade portfolio was 7.3% compared to 6.7% for the
Company's investment grade corporate bond portfolio. The Company estimates the
fair value of its below investment grade portfolio was $1.4 million, or 94.0% of
amortized cost value, at December 31, 1999.
Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are issuers of investment grade securities.
The Company attempts to reduce the overall risk in its below investment grade
portfolio, as in all of its investments, through careful credit analysis, strict
investment policy guidelines, and diversification by company and by industry.
The Company analyzes its investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Company's ability to
realize the carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of the
impaired security is written down to fair value, which becomes the new cost
basis. The amount of the write-down is included in earnings as a realized loss.
Future events may occur, or additional or updated information may be received,
which may necessitate future write-downs of securities in the Company's
portfolio. Significant write-downs in the carrying value of investments could
materially adversely affect the Company's net income in future periods.
During the year ended December 31, 1999, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $10.8 million as a result of
sales, maturities, and scheduled principal repayments. In total, net pre-tax
losses from sales, calls, and scheduled principal repayments of fixed maturities
amounted to $166,000 in 1999.
At December 31, 1999, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1999, the Company had no
investment in default. The Company's fixed maturities portfolio had a combined
yield at amortized cost of 6.5% at December 31, 1999.
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<PAGE>
OTHER ASSETS. DPAC represents certain deferred costs of acquiring new insurance
business, principally first year commissions and interest bonuses and other
expenses related to the production of new business after the merger. The
Company's DPAC was eliminated as of the merger date and an asset of $132,000
representing VPIF was established for all policies in force at the merger date.
VPIF is amortized into income in proportion to the expected gross profits of in
force acquired in a manner similar to DPAC amortization. Any expenses which vary
directly with the sales of the Company's products are deferred and amortized. At
December 31, 1999, the Company had VPIF and DPAC balances of $102,000 and $3.2
million, respectively.
Goodwill totaling $96,000, representing the excess of the acquisition cost over
the fair value of net assets acquired, was established at the merger date.
Accumulated amortization of goodwill as of December 31, 1999 was approximately
$5,000.
At December 31, 1999, the Company had $47.2 million of separate account assets
compared to $26.7 million at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and sales
of the Company's variable products, net of redemptions.
At December 31, 1999, the Company had total assets of $83.1 million, an increase
of 25.8% over total assets at December 31, 1998.
LIABILITIES. Future policy benefits decreased $3.2 million during 1999 to $7.6
million, due to net reallocations to the Company's separate account. Policy
reserves represent the premiums received plus accumulated interest less
mortality and administration charges. At December 31, 1999, the Company had
$47.2 million of separate account liabilities. This is an increase of 76.7% over
separate account liabilities as of December 31, 1998, and is primarily related
to market appreciation, increased transfer activity, and sales of the Company's
variable annuity products, net of redemptions.
Other liabilities decreased $187,000 during 1999. The decrease results primarily
due to a decrease in outstanding checks and accounts payable.
The Company's total liabilities increased $17.3 million, or 45.0%, during 1999
and totaled $56.4 million at December 31, 1999. The increase is primarily the
result of an increase in separate account liabilities.
The effects of inflation and changing prices on the Company's financial position
are not material since insurance assets and liabilities are both primarily
monetary and remain in balance. An effect of inflation, which has been low in
recent years, is a decline in stockholder's equity when monetary assets exceed
monetary liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing, and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income, and maturing investments.
Primary uses of these funds are payments of commissions and operating expenses,
investment purchases, as well as withdrawals and surrenders.
Net cash provided by operating activities was $892,000 in 1999 compared to net
cash used in operations of $307,000 in 1998. The operating cash flows result
primarily from an increase in annuity product charges, net investment income,
and decreased commission expense.
Net cash provided by investing activities was $1.9 million during 1999 as
compared to $6.3 million net cash used in investing activities in 1998. This
increase is primarily due to greater net sales of fixed maturities. Net sales
of fixed maturities were $1.0 million in 1999 versus net purchases of fixed
maturities of $3.9 million in 1998.
Net cash used in financing activities was $3.7 million during 1999 as compared
to net cash provided by financing activities of $8.0 million during the prior
year. In 1999, net cash used in financing activities was impacted by net fixed
account deposits of $780,000 compared to $8.8 million in 1998. The change was
also impacted by net reallocations to the Company's separate account, which
increased to $4.6 million from $872,000 during the prior year.
44
<PAGE>
The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. The Company has a $10.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Company's short-term cash
obligations.
First Golden believes it will be able to fund the capital required for projected
new business primarily with existing capital and future capital contributions
from its Parent. First Golden expects to continue to receive capital
contributions from Golden American, if necessary. It is ING's policy to ensure
adequate capital and surplus is provided for the Company and, if necessary,
additional funds will be contributed.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines for a
rating one level less than the one originally given to First Golden or (2) the
New York State Insurance Department risk-based capital minimum requirements as
determined in accordance with New York statutory accounting principles. No funds
were transferred from Golden American in 1998 or 1999. On January 31, 2000,
Golden American provided a cash capital contribution of $2.1 million to First
Golden.
First Golden's principal office is located in New York, New York, where certain
of the Company's records are maintained. The 2,568 square feet of office space
is leased through 2001.
First Golden is required to maintain a minimum capital and surplus of not less
than $6 million under the provisions of the insurance laws of the State of New
York.
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to its Parent
during 2000.
The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Company has
complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate the Company has total adjusted capital well above all required
capital levels.
Vulnerability from Concentrations: First Golden's operations consist of one
business segment, the sale of variable annuity products. First Golden is not
dependent upon any single customer, however, three broker/dealers accounted for
a significant portion of its sales volume in 1999. One distributor sold 62.1% of
the Company's products in 1998. This distributor discontinued the sales
relationship as of July, 1999 for new business. All premiums are generated from
consumers and corporations in the states of New York and Delaware.
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
45
<PAGE>
Impact of Year 2000: In prior years, the Company discussed the nature and
progress of Golden American's plans for the Company to become Year 2000 ready.
In late 1999, Golden American completed remediation and testing of the Company's
systems. As a result of those planning and implementation efforts, the Company
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. Golden American incurred
all expenses during 1999 in connection with remediating the Company's systems.
The Company is not aware of any material problems resulting from Year 2000
issues, either with its products, its internal systems, or the products and
services of third parties. Golden American will continue to monitor the
Company's mission critical computer applications and those of suppliers and
vendors throughout the Year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
MARKET RISK AND RISK MANAGEMENT
Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development, and crediting
rates determination. As part of its risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractowner behavior and
the variable separate account's performance.
Contractowners bear the majority of the investment risks related to the variable
annuity products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not by
the Company (subject to, among other things, certain minimum guarantees). The
Company's products also provide certain minimum death benefits that depend on
the performance of the variable separate account. Currently the majority of
death benefit risks are reinsured, which protects the Company from adverse
mortality experience and prolonged capital market decline.
A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the liabilities in the fixed account are subject to market
value adjustment, the Company does not face a material amount of market risk
volatility. The fixed account liabilities are supported by a portfolio
principally composed of fixed rate investments that can generate predictable,
steady rates of return. The portfolio management strategy for the fixed account
considers the assets available for sale. This enables the Company to respond to
changes in market interest rates, changes in prepayment risk, changes in
relative values of asset sectors and individual securities and loans, changes in
credit quality outlook, and other relevant factors. The objective of portfolio
management is to maximize returns, taking into account interest rate and credit
risks, as well as other risks. The Company's asset/liability management
discipline includes strategies to minimize exposure to loss as interest rates
and economic and market conditions change.
On the basis of these analyses, management believes there is no material
solvency risk to the Company. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 86% of
the in force, pass the risk in underlying fund performance to the contractowner
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 14% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any forward-looking statements contained herein or in any other oral or written
statement by the Company or any of its officers, directors, or employees is
qualified by the fact that actual results of the Company may differ materially
from such statement, among other risks and uncertainties inherent in the
Company's business, due to the following important factors:
1. Prevailing interest rate levels and stock market performance, which
may affect the ability of the Company to sell its products, the market
value and liquidity of the Company's investments, fee revenue, and the
lapse rate of the Company's policies, notwithstanding product design
features intended to enhance persistency of the Company's products.
46
<PAGE>
2. Changes in the federal income tax laws and regulations, which may
affect the tax status of the Company's products.
3. Changes in the regulation of financial services, including bank sales
and underwriting of insurance products, which may affect the
competitive environment for the Company's products.
4. Increasing competition in the sale of the Company's products.
5. Other factors that could affect the performance of the Company,
including, but not limited to, market conduct claims, litigation,
insurance industry insolvencies, availability of competitive
reinsurance on new business, investment performance of the underlying
portfolios of the variable products, variable product design, and
sales volume by significant sellers of the Company's variable
products.
OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1999 and 1998, First Golden incurred expenses of $137,000 and $248,000,
respectively, under the agreement with Golden American and $142,000 and
$165,000, respectively, under the agreement with Equitable Life.
Effective January 1, 1998 the Company entered into an asset management agreement
with ING Investment Management LLC ("ING IM"), an affiliate, under which ING IM
provides asset management and accounting services. For the years ended December
31, 1999 and 1998, the Company incurred expenses of $73,000 and $56,000,
respectively.
First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the years ended December 31, 1999 and 1998, charges to
Golden American for these services were $269,000 and 210,000, respectively, and
charges to DSI for these services were $387,000 and $75,000, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), another affiliate. For the year ended December 31, 1999, charges
for these services were $149,000 to Security Life and $63,000 to Southland.
DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by First Golden. For the years ended December 31, 1999 and 1998,
commissions paid by First Golden to DSI were $697,000 and $1,754,000,
respectively.
EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1999 and 1998, First Golden
had few direct employees due to its small size and will continue to receive
support pursuant to various management services from DSI, Golden American and
other affiliates as described above under "Certain Agreements." The cost of
these services are allocated to First Golden.
47
<PAGE>
Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."
PROPERTIES. First Golden's principal office is located at 230 Park Avenue, Suite
966, New York, New York 10169, where certain of the Company's records are
maintained. The 2,568 square feet of office space is leased for a 5 year term
which ends in the year 2001.
DIRECTORS AND EXECUTIVE OFFICERS
NAME (AGE) POSITION(S) WITH THE COMPANY
- -------------------------- ---------------------------------------------
Barnett Chernow (50) Director, Chairman and President
Myles R. Tashman (57) Director, Executive Vice President, General
Counsel and Secretary
James R. McInnis (52) Executive Vice President
E. Robert Koster (41) Senior V.P. and Chief Financial Officer
Carol V. Coleman (50) Director
Michael W. Cunningham (51) Director
Stephen J. Friedman (62) Director
Bernard Levitt (74) Director
Roger A. Martin (68) Director
Andrew Kalinowski (55) Director
Phillip R. Lowery (46) Director
Mark A. Tullis (44) Director
David L. Jacobson (50) Senior Vice President and Assistant Secretary
Stephen J. Preston (42) Executive Vice President and Chief Actuary
Mary B. Wilkinson (43) Senior Vice President and Treasurer
Marilyn Talman (53) Vice President, Associate General Counsel
and Assistant Secretary
Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors and/or
officers are directors and/or officers of First Golden's insurance company
affiliates. The principal positions of First Golden's directors and senior
executive officers for the past five years are listed below:
Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
of First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice
President of Golden American. He was elected to serve as a director of First
Golden in June, 1996 and Golden American in April, 1998.
Mr. Myles R. Tashman is Executive Vice President, General Counsel, Secretary and
Director of First Golden. Since December, 1995, Mr. Tashman has also served as
Executive Vice President of Golden American, and since January, 1998, he has
served as a director of Golden American. He was elected to serve as a director
of First Golden in June, 1996.
Mr. James R. McInnis is Executive Vice President of First Golden since December,
1997. From 1982 through November, 1997, he was with the Endeavor Group and held
several offices, including President at the time of his departure.
Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of First Golden and Golden American in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.
Ms. Carol V. Coleman is a Director of First Golden, having been first appointed
in December, 1997. She has been a financial recruiter with Vantage Staffing
since 1994.
Mr. Michael W. Cunningham became a Director of First Golden and Golden American
in April, 1999. Also, he has served as a Director of Life of Georgia and
Security Life of Denver since 1995. Currently, he serves as Executive Vice
President and Chief Financial Officer of ING North America Insurance
Corporation, and has worked for them since 1991.
48
<PAGE>
Mr. Stephen J. Friedman is a Director of First Golden, having been first
appointed in June, 1996. Mr. Friedman is a partner of the law firm of Debevoise
& Plimpton in New York, NY since 1993.
Mr. Bernard Levitt is a Director of First Golden, having been first appointed in
June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.
Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.
Mr. Andrew Kalinowski is a Director of First Golden, having been first appointed
in June, 1996. Mr. Kalinowski has been a Principal and the President of Upstate
Special Risk Services, Incorporated since 1974. He also has been a Principal,
the Chief Marketing Officer and Vice President of LifeMark Securities
Corporation since 1983, a Principal, Vice President and Secretary of LifeMark
Associates, Incorporated since 1993, and a Principal and Director of LIFE
Incorporated.
Mr. Phillip R. Lowery became a Director of First Golden in December 1999 and
Golden American in April 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.
Mr. Mark A. Tullis became a Director of First Golden and Golden American in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September, 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.
Mr. David L. Jacobson was elected Senior Vice President and Assistant Secretary
of First Golden in June, 1996. Since November, 1993, Mr. Jacobson has also
served as Senior Vice President and Assistant Secretary of Golden American.
Since September, 1996, Mr. Jacobson has also served as Assistant Secretary of
Equitable Life Insurance Company of Iowa.
Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.
Ms. Mary Bea Wilkinson was elected Senior Vice President and Treasurer of First
Golden in June 1996. From November, 1993 through 1996, Ms. Wilkinson served as
Senior Vice President, Assistant Secretary and Treasurer of Golden American.
Ms. Marilyn Talman was elected Vice President, Associate General Counsel and
Assistant Secretary of First Golden in June, 1996. Since April, 1996, Ms. Talman
has also served as Vice President, Associate General Counsel and Assistant
Secretary for Golden American. Since September, 1996, Ms. Talman has also served
as Assistant Secretary of Equitable Life Insurance Company of Iowa. From March,
1992 through March, 1996, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.
COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of First Golden as well as the annual salary and bonus for the next five highly
compensated executive officers for the fiscal years ended December 31, 1999.
Certain executive officers of First Golden are also officers of Golden American
and DSI. The salaries of such individuals are allocated among First Golden,
Golden American and DS pursuant to an arrangement among these companies.
EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for First Golden's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.
49
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- -----------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS 1 OPTIONS 2 OPTIONS COMPENSATION 3
- ------------------ ---- ------ ------- --------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow,.......... 1999 $ 300,009 $ 698,380 6,950 $ 20,464 4
President 1998 $ 284,171 $ 105,375 8,000
1997 $ 234,167 $ 31,859 $ 277,576 4,000
James R. McInnis.......... 1999 $ 250,007 $ 955,646 5,550 $ 15,663 4
Executive Vice 1998 $ 250,004 $ 626,245 2,000
President
Myles R. Tashman.......... 1999 $ 199,172 $ 293,831 1,800 $ 14,598 4
Executive Vice 1998 $ 189,337 $ 54,425 3,500
President, General 1997 $ 181,417 $ 25,000 $ 165,512 5,000
Counsel and Secretary
Stephen J. Preston........ 1999 $ 198,964 $ 235,002 2,050 $ 12,564 4
Executive Vice 1998 $ 173.870 $ 32,152 3,500
President and Chief 1997 $ 160,758 $ 16,470
Actuary
Mary Bea Wilkinson........ 1999 $ 158,088 $ 191,968 1,425 $ 11,736 4
Senior Vice 1998 $ 110,484 $ 30,747
President 1997 $ 141,233 $ 14,466
R. Brock Armstrong........ 1999 $ 500,014 $ 500,000 10,175 $ 23,921 4
Former Chief
Executive Officer
Keith Glover.............. 1999 $ 87,475 $ 761,892 $558,541 4,5
Former Executive 1998 $ 250,000 $ 145,120 3,900
Vice President
</TABLE>
- --------------------
1 The amount shown relates to bonuses paid in 1999, 1998, and 1997.
2 Restricted stock awards granted to executive officers vested on October 24,
1997 with the change in control of Equitable of Iowa.
3 Other compensation for 1999 includes reimbursements to named employee for
participation in company sponsored programs such as tuition reimbursement,
PC purchase assistance program, and other miscellaneous payments or
reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
$636; Mr. Tashman received $2,598; Mr. Preston received $564; Ms. Wilkinson
received $1,196; Mr. Armstrong received $1,421; and Mr. Glover received
$3,089;
4 Other compensation for 1999 includes a business allowance for each named
executive which is required to be applied to specific business expenses of
the named executive.
5 In connection with the termination of his employment, Mr. Glover received
payments and benefits totaling $555,452.
50
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM 3
OPTIONS IN FISCAL OR BASE EXPIRATION ----------------------
NAME GRANTED 1 YEAR PRICE 2 DATE 5% 10%
- ---- ----------- ------ --------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow.......... 2,000 3.18 $54.210 01/04/2004 $ 29,954 $ 66,191
4,950 7.86 $54.210 04/01/2009 $ 168,757 $ 427,664
James R. McInnis......... 2,550 4.05 $54.210 04/01/2009 $ 86,936 $ 220,312
3,000 4.77 $55.070 10/01/2009 $ 103,900 $ 263,302
Myles R. Tashman......... 1,800 2.86 $54.210 04/01/2009 $ 61,366 $ 155,514
Stephen J. Preston....... 2,050 3.26 $54.210 04/01/2009 $ 69,889 $ 177,113
Mary Bea Wilkinson....... 1,425 2.26 $54.210 04/01/2009 $ 48,582 $ 123,115
R. Brock Armstrong....... 10,175 16.16 $54.210 04/01/2009 $ 346,890 $ 879,087
</TABLE>
- --------------------
1 Stock appreciation rights granted in 1999 to the officers of First Golden
have a three-year vesting period and an expiration date as shown.
2 The base price was equal to the fair market value of ING's stock on the
date of grant.
3 Total dollar gains based on indicated rates of appreciation of share price
over the total term of the rights.
51
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York
We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1999 and 1998, and the related
statements of operations, changes in stockholder's equity, and cash flows for
the years ended December 31, 1999 and 1998 and for the periods from October 25,
1997 through December 31, 1997 and January 1, 1997 through October 24, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years ended December 31, 1999 and 1998
and for the periods from October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, in conformity with accounting principles
generally accepted in the United States.
s/Ernst & Young LLP
Des Moines, Iowa
February 4, 2000
52
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
ASSETS
Investments:
Fixed maturities, available for sale,
at fair value (Cost: 1999 - $29,178;
1998 - $30,431)........................ $28,095 $30,994
Short-term investments.................... 2,309 3,231
------- -------
Total investments........................... 30,404 34,225
Cash and cash equivalents................... 1,026 1,932
Due from affiliates......................... 539 37
Accrued investment income................... 443 414
Deferred policy acquisition costs........... 3,198 2,347
Value of purchased insurance in force....... 102 117
Property and equipment, less allowances
for depreciation of $31 in 1999 and
$16 in 1998.............................. 41 48
Goodwill, less accumulated amortization
of $5 in 1999 and $3 in 1998............. 91 93
Current income taxes recoverable............ -- 89
Other assets................................ 19 15
Separate account assets..................... 47,215 26,717
------- -------
Total assets................................ $83,078 $66,034
======= ========
See accompanying notes.
53
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)
POST-MERGER
------------ ------------
December 31, December 31,
1999 1998
------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity products....................... $ 7,583 $10,830
Current income taxes payable................ 557 --
Deferred income tax liability............... 610 850
Revolving note payable...................... 100 --
Due to affiliates........................... 32 17
Other liabilities........................... 323 510
Separate account liabilities................ 47,215 26,717
------- -------
56,420 38,924
Commitments and contingencies
Stockholder's equity:
Preferred stock, par value $5,000
per share, authorized 6,000 shares..... -- --
Common stock, par value $10 per
share, authorized, issued, and
outstanding 200,000 shares............. 2,000 2,000
Additional paid-in capital............... 23,936 23,936
Accumulated other comprehensive
income (loss).......................... (927) 336
Retained earnings........................ 1,649 838
------- -------
Total stockholder's equity.................. 26,658 27,110
------- -------
Total liabilities and stockholder's
equity.................................... $83,078 $66,034
======= =======
See accompanying notes.
54
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF OPERATIONS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
-----------------------------------------------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues |
Annuity product charges........... $556 $239 $8 | $4
Net investment income............. 2,147 1,844 286 | 1,449
Realized gains (losses) on
investments.... (166) 24 1 | --
Other income...................... 63 -- -- | --
------ ------ ------ | ------
2,600 2,107 295 | 1,453
|
Insurance benefits and expenses: |
Annuity benefits: |
Interest credited to account |
balances.................... 590 376 26 | 48
Benefit claims incurred in |
excess of account balances.. 72 -- -- | --
Underwriting, acquisition, and |
insurance expenses: |
Commissions.................... 697 1,754 141 | 267
General expenses............... 362 834 124 | 461
Insurance taxes, state |
licenses, and fees.......... 128 44 94 | 15
Policy acquisition costs |
deferred.................... (879) (2,264) (204) | (298)
Amortization: |
Deferred policy acquisition |
costs......... 201 76 13 | 7
Value of purchased insurance |
in force................... 35 8 3 | --
Goodwill..................... 2 2 1 | --
------ ------ ------ | ------
1,208 830 198 | 500
|
Interest expense.................... 12 -- -- | --
------ ------ ------ | ------
1,220 830 198 | 500
------ ------ ------ | ------
|
Income before income taxes.......... 1,380 1,277 97 | 953
|
Income taxes........................ 569 502 34 | 287
------ ------ ------ | ------
|
Net income.......................... $ 811 $775 $63 | $666
====== ====== ====== | ======
</TABLE>
See accompanying notes.
55
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)
Accumulated
Additional Other Total
Common Paid-in Comprehensive Retained Stockholder's
Stock Capital Income (Loss) Earnings Equity
------------------------------------------------------------
PRE-MERGER
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... $2,000 $23,000 $(99) $42 $24,943
Comprehensive income:
Net income................... -- -- -- 666 666
Change in net unrealized
investment gains (losses).... -- -- (130) -- (130)
-------
Comprehensive income........... 536
------ ------- ------ ------ -------
Balance at October 24, 1997.... $2,000 $23,000 $ (229) $ 708 $25,479
====== ======= ======= ====== =======
-----------------------------------------------------------
POST-MERGER
-----------------------------------------------------------
Balance at October 25, 1997.... $2,000 $23,936 -- -- $25,936
Comprehensive income:
Net income................... -- -- -- $63 63
Change in net unrealized
investment gains (losses). -- -- $96 -- 96
-------
Comprehensive income........... 159
------ ------- ------ ------ -------
Balance at December 31,1997.... 2,000 23,936 96 63 26,095
Comprehensive income:
Net income................... -- -- -- 775 775
Change in net unrealized
investment gains (losses). -- -- 240 -- 240
-------
Comprehensive income........... 1,015
------ ------- ------ ------ -------
Balance at December 31,1998.... 2,000 23,936 336 838 27,110
Comprehensive income:
Net income................... -- -- -- 811 811
Change in net unrealized
investment gains (losses). -- -- (1,263) -- (1,263)
-------
Comprehensive income........... (452)
------ ------- ------ ------ -------
Balance at December 31,1999.... $2,000 $23,936 $(927) $1,649 $26,658
====== ======= ====== ====== =======
</TABLE>
See accompanying notes.
56
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
POST-MERGER | PRE-MERGER
----------------------------------------------------|----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|---------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES |
|
Net income.............................................. $811 $775 $63 | $666
Adjustments to reconcile net income to net cash |
provided by (used in) operations: |
Adjustments related to annuity products: |
Interest credited to account balances.............. 590 376 26 | 48
Charges for mortality and administration........... (11) (11) -- | (1)
Decrease (increase) in accrued investment income...... (29) (38) 35 | (73)
Policy acquisition costs deferred..................... (879) (2,264) (204) | (298)
Amortization of deferred policy acquisition costs..... 201 76 13 | 7
Amortization of value of purchased insurance in force. 35 8 3 | --
Change in other assets, due to/from affiliates, other |
liabilities, and accrued income taxes.............. (32) 248 (625) | 739
Provision for depreciation and amortization........... 90 82 12 | 17
Provision for deferred income taxes................... (50) 465 98 | 26
Realized gains (losses) on investments................ 166 (24) (1) | --
----------------------------------------------------|----------------
Net cash provided by (used in) operating activities..... 892 (307) (580) | 1,131
|
INVESTING ACTIVITIES |
|
Sale, maturity, or repayment of investments: |
Fixed maturities - available for sale................. 10,849 1,644 556 | 226
Short-term investments - net.......................... 922 -- -- | --
----------------------------------------------------|----------------
11,771 1,644 556 | 226
Acquisition of investments: |
Fixed maturities - available for sale................. (9,835) (5,549) (2,635) | --
Short-term investments - net.......................... -- (2,432) (59) | (390)
----------------------------------------------------|----------------
(9,835) (7,981) (2,694) | (390)
|
Purchase of property and equipment...................... (8) (4) (2) | (64)
----------------------------------------------------|----------------
Net cash provided by (used in) investing activities..... 1,928 (6,341) (2,140) | (228)
</TABLE>
See accompanying notes.
57
<PAGE>
<TABLE>
<CAPTION>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
POST-MERGER | PRE-MERGER
---------------------------------------------------|-----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
---------------------------------------------------|-----------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES |
|
Proceeds from revolving note payable.................... $13,000 -- -- | --
Repayment of revolving note payable..................... (12,900) -- -- | --
Receipts from investment contracts credited to account |
balances.............................................. 1,008 $9,009 $354 | $2,160
Return of account balances on investment contracts...... (228) (178) (8)| (15)
Net reallocations to separate account................... (4,606) (872) (20)| (38)
---------------------------------------------------|-----------------
Net cash provided by (used in) financing activities..... (3,726) 7,959 326 | 2,107
---------------------------------------------------|-----------------
|
Increase (decrease) in cash and cash equivalents........ (906) 1,311 (2,394)| 3,010
|
Cash and cash equivalents at beginning of period........ 1,932 621 3,015 | 5
---------------------------------------------------|----------------
Cash and cash equivalents at end of period.............. $1,026 $1,932 $621 | $3,015
===================================================|=================
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
Cash paid during the period for: |
Interest............................................. $1 -- -- | --
Income taxes......................................... -- $99 -- | $283
</TABLE>
See accompanying notes.
58
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance Company
("Golden American" or "Parent"), was incorporated on May 24, 1996. Golden
American is a wholly owned subsidiary of Equitable of Iowa Companies, Inc. On
January 2, 1997 and December 23, 1997, First Golden became licensed as a life
insurance company under the laws of the states of New York and Delaware,
respectively. First Golden received policy approvals on March 25, 1997 and
December 23, 1997 in New York and Delaware, respectively. The Company's products
are marketed by broker/dealers, financial institutions, and insurance agents.
The Company's primary customers are consumers and corporations. See Note 8 for
further information regarding related party transactions.
On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement") dated July 7, 1997 among Equitable, PFHI, and ING Groep N.V.
("ING"). PFHI is a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this transaction,
Equitable was merged into PFHI, which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC"), a Delaware corporation. See Note 6 for additional
information regarding the merger.
For financial statement purposes, the ING merger was accounted for as a purchase
effective October 25, 1997. The merger resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities. As a result, the
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting and financial statements
for October 24, 1997 and prior periods are presented on the Pre-Merger
historical cost basis of accounting.
INVESTMENTS
Fixed Maturities: The Company accounts for investments under the Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires fixed maturities to
be designated as either "available for sale," "held for investment," or
"trading." Sales of fixed maturities designated as "available for sale" are not
restricted by SFAS No. 115. Available for sale securities are reported at fair
value and unrealized gains and losses on these securities are included directly
in stockholder's equity, after adjustment for related changes in value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of the
Company's fixed maturities are designated as available for sale, although the
Company is not precluded from designating fixed maturities as held for
investment or trading at some future date.
Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by a
charge to realized losses in the Company's Statements of Operations. Premiums
and discounts are amortized/accrued utilizing a method which results in a
constant yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected lives.
Other Investments: Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.
Realized Gains and Losses: Realized gains and losses are determined on the basis
of specific identification.
Fair Values: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market are estimated
using a third party pricing process. This pricing process uses a matrix
calculation assuming a spread over U. S. Treasury bonds based upon the expected
average lives of the securities. Estimated fair values of publicly traded fixed
maturities are reported by an independent
59
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
pricing service. Fair values of
private placement bonds are estimated using a matrix that assumes a spread
(based on interest rates and a risk assessment of the bonds) over U. S. Treasury
bonds.
CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Company considers
all demand deposits and interest-bearing accounts not related to the investment
function to be cash equivalents. All interest-bearing accounts classified as
cash equivalents have original maturities of three months or less.
DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions, interest bonuses, and other expenses related to the production of
new business, have been deferred. Acquisition costs for variable annuity
products are being amortized generally in proportion to the present value (using
the assumed crediting rate) of expected future gross profits. This amortization
is adjusted retrospectively when the Company revises its estimate of current or
future gross profits to be realized from a group of products. DPAC is adjusted
to reflect the pro forma impact of unrealized gains and losses on fixed
maturities the Company has designated as "available for sale" under SFAS No.
115.
VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from existing insurance contracts. This
allocated cost represents VPIF which reflects the value of those purchased
policies calculated by discounting actuarially determined expected future cash
flows at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Company revises
its estimate of current or future gross profits to be realized from the
insurance contracts acquired. VPIF is adjusted to reflect the pro forma impact
of unrealized gains and losses on available for sale fixed maturities. See Note
6 for additional information on VPIF resulting from the merger.
PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's overall operations. Property and equipment are reported at cost less
allowances for depreciation. Depreciation expense is computed primarily on the
basis of the straight-line method over the estimated useful lives of the assets.
GOODWILL
Goodwill was established as a result of the merger and is being amortized over
40 years on a straight-line basis. See Note 6 for additional information on the
merger.
FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable products
are established utilizing the retrospective deposit accounting method. Policy
reserves represent the premiums received plus accumulated interest, less
mortality and administration charges. Interest credited to these policies ranged
from 4.10% to 6.00% during 1999, 3.95% to 7.10% during 1998, and 5.60% to 7.50%
during 1997.
SEPARATE ACCOUNT
Assets and liabilities of the separate account reported in the accompanying
Balance Sheets represent funds that are separately administered principally for
variable annuity contracts. Contractowners, rather than the Company, bear the
investment risk for the variable products. At the direction of the
contractowners, the separate account invests the premiums from the sale of
variable annuity products in shares of specified
60
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
mutual funds. The assets and
liabilities of the separate account are clearly identified and segregated from
other assets and liabilities of the Company. The portion of the separate account
assets equal to the reserves and other liabilities of variable annuity contracts
cannot be charged with liabilities arising out of any other business the Company
may conduct.
Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractowner investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable annuity contracts invested in the separate account;
the fair value of these liabilities is equal to their carrying amount. Net
investment income and realized and unrealized capital gains and losses related
to separate account assets are not reflected in the accompanying Statements of
Operations.
Product charges recorded by the Company from variable annuity products consist
of charges applicable to each contract for mortality and expense risk, contract
administration, and surrender charges.
DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate. Deferred tax assets or liabilities are adjusted to
reflect the pro forma impact of unrealized gains and losses on fixed maturities
the Company has designated as available for sale under SFAS No. 115. Changes in
deferred tax assets or liabilities resulting from this SFAS No. 115 adjustment
are charged or credited directly to stockholder's equity. Deferred income tax
expenses or credits reflected in the Company's Statements of Operations are
based on the changes in the deferred tax asset or liability from period to
period (excluding the SFAS No. 115 adjustment).
DIVIDEND RESTRICTIONS
Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of the Company does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
SEGMENT REPORTING
The Company manages its business as one segment, the sale of variable products
designed to meet customer needs for tax-advantaged saving for retirement and
protection from death. Variable products are sold to consumers and corporations
throughout New York.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions affecting the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are: (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values of
assets and liabilities recorded as
61
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
a result of the merger transaction, (5) asset
valuation allowances, (6) deferred tax benefits (liabilities), and (7) estimates
for commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions regarding
all of the preceding items are inherently subject to change and are reassessed
periodically. Changes in estimates and assumptions could materially impact the
financial statements.
RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial statements
have been reclassified to conform to the 1999 financial statement presentation.
2. BASIS OF FINANCIAL REPORTING
The financial statements of the Company differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of acquiring
new business are deferred and amortized over the life of the policies rather
than charged to operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was established as
a result of the merger and is amortized and charged to expense; (3) future
policy benefit reserves for the fixed interest division of the variable products
are based on full account values, rather than the greater of cash surrender
value or amounts derived from discounting methodologies utilizing statutory
interest rates; (4) reserves are reported before reduction for reserve credits
related to reinsurance ceded and a receivable is established, net of an
allowance for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as "available
for sale" and valued at fair value with unrealized appreciation/depreciation,
net of adjustments to value of purchased insurance in force, deferred policy
acquisition costs, and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized cost; (6) the
carrying value of fixed maturities is reduced to fair value by a charge to
realized losses in the Statements of Operations when declines in carrying value
are judged to be other than temporary, rather than through the establishment of
a formula-determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred income taxes are
provided for the difference between the financial statement and income tax bases
of assets and liabilities; (8) net realized gains or losses attributed to
changes in the level of interest rates in the market are recognized when the
sale is completed rather than deferred and amortized over the remaining life of
the fixed maturity security; (9) revenues for variable annuity products consist
of policy administration charges and surrender charges assessed rather than
premiums received; and (10) assets and liabilities are restated to fair values
when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.
62
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles follows:
<TABLE>
<CAPTION>
| PRE-
POST-MERGER | MERGER
------------------------------------------------|---------------
Net Income | Net Income
------------------------------------------------|---------------
For the period |For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31 | October 24,
1999 1998 1997 | 1997
------------------------------------------------|---------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
|
As reported under statutory |
accounting principles......... $790 $(966) $(142)| $581
Interest maintenance reserve.... (52) 14 1 | --
Asset valuation reserve......... -- -- -- | --
Future policy benefits.......... (681) 45 115 | (179)
Nonadmitted assets.............. -- -- -- | --
Net unrealized appreciation |
(depreciation) of fixed |
maturities at fair value...... -- -- -- | --
Change in investment basis as |
result of merger.............. (118) (39) (1)| --
Deferred policy acquisition |
costs......................... 678 2,188 191 | 291
Value of purchased insurance in |
force......................... (35) (8) (3)| --
Current income taxes |
payable....................... 193 -- -- | --
Goodwill........................ (2) (2) (1)| --
Deferred income taxes........... 50 (465) (98)| (26)
Other........................... (12) 8 1 | (1)
------------------------------------------------|---------------
As reported herein.............. $811 $775 $63 | $666
================================================================
</TABLE>
63
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
2. BASIS OF FINANCIAL REPORTING (continued)
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------
Stockholder's Equity
---------------------------------
December 31, December 31,
1999 1998
---------------------------------
(Dollars in thousands)
<S> <C> <C>
As reported under statutory
accounting principles......... $25,082 $24,377
Interest maintenance reserve.... -- 15
Asset valuation reserve......... 145 96
Future policy benefits.......... (697) (16)
Nonadmitted assets.............. 41 43
Net unrealized appreciation
(depreciation) of fixed
maturities at fair value...... (1,083) 563
Change in investment basis as
result of merger.............. 200 318
Deferred policy acquisition
costs......................... 3,198 2,347
Value of purchased insurance in
force......................... 102 117
Current income taxes
payable....................... 193 --
Goodwill........................ 91 93
Deferred income taxes........... (610) (850)
Other........................... (4) 7
---------------------------------
As reported herein.............. $26,658 $27,110
=================================
</TABLE>
64
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS
INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-----------------------------------------------------|-------------------
For the period | For the period
For the year For the year October 25, | January 1,
ended ended 1997 through | 1997 through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-----------------------------------------------------|-------------------
(DOLLARS IN THOUSANDS) |
|
<S> <C> <C> <C> <C>
Fixed maturities............. $1,901 $1,726 $294 | $1,449
Short-term investments....... 148 157 13 | 30
Other, net................... 171 -- -- | 2
-----------------------------------------------------|-------------------
Gross investment income...... 2,220 1,883 307 | 1,481
Less investment expenses..... (73) (39) (21) | (32)
-----------------------------------------------------|-------------------
Net investment income........ $2,147 $1,844 $286 | $1,449
=========================================================================
</TABLE>
The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended December 31,
1999, the year ended December 31, 1998, the period October 25, 1997 through
December 31, 1997, and the period January 1, 1997 through October 24, 1997 were
$(1,646,000), $412,000, $(212,000), and $516,000, respectively.
At December 31, 1999 and December 31, 1998, amortized cost, gross unrealized
gains and losses, and estimated fair values of fixed maturities, all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>
POST-MERGER
---------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
December 31, 1999
-----------------------------
U.S. government and
governmental agencies
and authorities............ $3,486 -- $(88) $3,398
Public utilities.............. 2,030 -- (77) 1,953
Corporate securities.......... 21,994 -- (910) 21,084
Mortgage-backed securities.... 1,556 -- (8) 1,548
Other asset-backed securities. 112 -- -- 112
------- ------ ------- -------
Total......................... $29,178 -- $(1,083) $28,095
======= ====== ======= =======
December 31, 1998
-----------------------------
U. S. government and
governmental agencies
and authorities............ $3,997 $118 $(3) $4,112
Public utilities.............. 2,543 63 (4) 2,602
Corporate securities.......... 20,351 426 (53) 20,724
Mortgage-backed securities.... 3,540 17 (1) 3,556
------- ------ ------- -------
Total......................... $30,431 $624 $(61) $30,994
======= ====== ======= =======
</TABLE>
65
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
Short-term investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair values for these
securities.
At December 31, 1999, net unrealized investment losses on fixed maturities
designated as available for sale totaled $1,083,000. Depreciation of $603,000
was included in stockholder's equity at December 31, 1999 (net of adjustments of
$16,000 to VPIF, $141,000 to DPAC, and $324,000 to deferred income taxes). At
December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000 was
included in stockholder's equity at December 31, 1998 (net of adjustments of
$5,000 to VPIF, $32,000 to DPAC, and $190,000 to deferred income taxes).
Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1999 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
POST-MERGER
------------------------------------
Amortized Estimated
December 31, 1999 Cost Fair Value
- -----------------------------------------------------------------------------
(Dollars in thousands)
Due in one year or less.................. $1,690 $1,616
Due after one year through five years.... 11,465 11,107
Due after five years through ten years... 14,355 13,712
------------------------------------
27,510 26,435
Mortgage-backed securities............... 1,556 1,548
Other asset-backed securities............ 112 112
------------------------------------
Total ................................... $29,178 $28,095
====================================
66
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
An analysis of sales, maturities, and principal repayments of the Company's
fixed maturities portfolio follows:
<TABLE>
<CAPTION>
Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST-MERGER:
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
and tenders........................... $2,385 -- -- $2,385
Sales................................... 8,630 $4 $(170) 8,464
-----------------------------------------------
Total................................... $11,015 $4 $(170) $10,849
===============================================
For the year ended December 31, 1998:
Scheduled principal repayments, calls,
and tenders........................... $1,080 -- -- $1,080
Sales................................... 540 $24 -- 564
-----------------------------------------------
Total................................... $1,620 $24 -- $1,644
===============================================
For the period October 25, 1997
through December 31, 1997:
Scheduled principal repayments, calls,
and tenders........................... $555 $1 -- $556
===============================================
PRE-MERGER:
For the period January 1, 1997
through October 24, 1997:
Scheduled principal repayments, calls,
and tenders........................... $226 -- -- $226
===============================================
</TABLE>
Investment Valuation Analysis: The Company analyzes its investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of fixed maturities is written down to
fair value by a charge to realized losses when an impairment in value appears to
be other than temporary. During 1999, 1998, and 1997, no investments were
identified as having an impairment other than temporary.
Investments on Deposit: At December 31, 1999 and 1998, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.
Investment Diversifications: The Company's investment policies related to its
investment portfolio require diversification by asset type, company, and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities included investments in
industrials (48% in 1999, 40% in 1998), financial companies (29% in 1999, 24% in
1998), various government bonds and government or agency mortgage-backed
securities (14% in 1999, 13% in 1998), and conventional mortgage-backed
securities (6% in 1999, 11% in 1998).
67
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
3. INVESTMENT OPERATIONS (continued)
No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1999.
4. COMPREHENSIVE INCOME
Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. Other comprehensive income (loss) excludes net investment gains
(losses) included in net income which merely represent transfers from unrealized
to realized gains and losses. These amounts totaled $(108,000) and $16,000 in
1999 and 1998, respectively. Such amounts, which have been measured through the
date of sale, are net of income taxes and adjustments to VPIF and DPAC totaling
$(58,000) and $8,000 in 1999 and 1998, respectively.
5. FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires
disclosure of estimated fair value of all financial instruments, including both
assets and liabilities recognized and not recognized in a company's balance
sheet, unless specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," requires
additional disclosures about derivative financial instruments. Most of the
Company's investments, investment contracts and debt fall within the standards'
definition of a financial instrument. In cases where quoted market prices are
not available, estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows. Accounting, actuarial, and regulatory bodies are continuing to study the
methodologies to be used in developing fair value information, particularly as
it relates to such things as liabilities for insurance contracts. Accordingly,
care should be exercised in deriving conclusions about the Company's business or
financial condition based on the information presented herein.
The Company closely monitors the composition and yield of its invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows. These amounts are taken into
consideration in the Company's overall management of interest rate risk, which
attempts to minimize exposure to changing interest rates through the matching of
investment cash flows with amounts expected to be due under insurance contracts.
These assumptions may not result in values consistent with those obtained
through an actuarial appraisal of the Company's business or values that might
arise in a negotiated transaction.
68
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------
December 31, 1999 December 31, 1998
------------------------ ---------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
---------- ----------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities, available for sale.. $28,095 $28,095 $30,994 $30,994
Short-term investments................ 2,309 2,309 3,231 3,231
Cash and cash equivalents............. 1,026 1,026 1,932 1,932
Separate account assets............... 47,215 47,215 26,717 26,717
LIABILITIES
Annuity products....................... 7,583 7,170 10,830 10,166
Revolving note payable................. 100 100 -- --
Separate account liabilities........... 47,215 47,215 26,717 26,717
</TABLE>
The following methods and assumptions were used by the Company in estimating
fair values.
Fixed maturities: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
Maturities are estimated using a third party pricing process. This pricing
process uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.
Short-term investments and cash and cash equivalents: Carrying values reported
in the Company's historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.
Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate account.
Annuity products: Estimated fair values of the Company's liabilities for future
policy benefits for the fixed interest division of the variable products are
stated at cash surrender value, the cost the Company would incur to extinguish
the liability.
Revolving note payable: Carrying value reported in the Company's historical cost
basis balance sheet approximates estimated fair value for this instrument, as
the agreement carries a variable interest rate provision.
Separate account liabilities: Separate account liabilities are reported at full
account value in the Company's historical cost balance sheet. Estimated fair
values of separate account liabilities are equal to their carrying amount.
69
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER
Transaction: On October 23, 1997, Equitable's shareholders approved the Merger
Agreement dated July 7, 1997 among Equitable, PFHI, and ING. On October 24,
1997, PFHI, a Delaware corporation, acquired all of the outstanding capital
stock of Equitable according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company based in The
Netherlands. Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa and Golden American
and their wholly owned subsidiaries. In addition, Equitable also owned all the
outstanding capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed Services, Inc.,
Equitable of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network, Inc. (subsequently renamed
ING Funds Distributor, Inc.). In exchange for the outstanding capital stock of
Equitable, ING paid total consideration of approximately $2.1 billion in cash
and stock and assumed approximately $400 million in debt. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. All costs of the merger, including expenses to
terminate certain benefit plans, were paid by EIC.
Accounting Treatment: The merger has been accounted for as a purchase resulting
in a new basis of accounting, reflecting estimated fair values for assets and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries with $25,936,000 allocated to the Company. Goodwill was established
for the excess of the merger cost over the fair value of the net assets and
attributed to EIC and its subsidiaries including Golden American and First
Golden. The amount of goodwill allocated to the Company relating to the merger
was $96,000 at the merger date and is being amortized over 40 years on a
straight-line basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value.
Value of Purchased Insurance In Force: As part of the merger, a portion of the
acquisition cost was allocated to the right to receive future cash flows from
the insurance contracts existing with the Company at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased policies
calculated by discounting the actuarially determined expected future cash flows
at the discount rate determined by ING.
An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>
POST-MERGER
-----------------------------------------------------
For the period
October 25,
For the year For the year 1997
ended ended through
December 31, December 31, December 31,
1999 1998 1997
-----------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
Beginning balance................. $117 $126 $132
-----------------------------------------------------
Imputed interest.................. 8 9 3
Amortization...................... (40) (23) (6)
Changes in assumptions of
timing of gross profits......... (3) 6 --
-----------------------------------------------------
Net amortization.................. (35) (8) (3)
Adjustment for unrealized gains
(losses) on available for
sale securities................ 20 (1) (3)
-----------------------------------------------------
Ending balance.................... $102 $117 $126
=====================================================
</TABLE>
70
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
6. MERGER (continued)
Interest is imputed on the unamortized balance of VPIF at a rate of 7.33% for
the year ended December 31, 1999, 7.06% for the year ended December 31, 1998,
and 7.03% for the period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to expense. VPIF is
adjusted for the unrealized gains (losses) on available for sale securities;
such changes are included directly in stockholder's equity. Based on current
conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $12,000 in 2000, $10,000 in 2001, $9,000 in 2002, $8,000
in 2003, and $7,000 in 2004. Actual amortization may vary based upon changes in
assumptions and experience.
7. INCOME TAXES
The Company files a consolidated federal income tax return with Golden American,
also a life insurance company.
INCOME TAX EXPENSE
Income tax expense included in the financial statements follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
-------------------------------------------------------|--------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
-------------------------------------------------------|--------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> <C>
Current.... $619 $37 $(64)| $261
Deferred... (50) 465 98 | 26
-------------------------------------------------------|--------------------
$569 $502 $34 | $287
============================================================================
</TABLE>
The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference follows:
<TABLE>
<CAPTION>
POST-MERGER | PRE-MERGER
----------------------------------------------------|-------------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
----------------------------------------------------|-------------------
(Dollars in thousands) |
|
<S> <C> <C> <C> | <C>
Income before income taxes............ $1,380 $1,277 $97 | $953
====================================================|===================
|
Income tax at federal statutory rate.. $483 $447 $34 | $334
Tax effect (decrease) of: |
Compensatory stock option and |
Restricted stock expense......... -- -- -- | (35)
Other items......................... 86 55 -- | (12)
----------------------------------------------------|-------------------
Income tax expense.................... $569 $502 $34 | $287
========================================================================
</TABLE>
71
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
7. INCOME TAXES (continued)
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:
POST-MERGER
-----------------------
December 31 December 31
1999 1998
----------- -----------
(Dollars in thousands)
Deferred tax assets:
Future policy benefits................... $560 $11
Net unrealized depreciation of
available for sale fixed maturities.... 324 --
Net operating loss carryforwards......... -- 327
------ ------
884 338
Deferred tax liabilities:
Net unrealized appreciation of
available for sale fixed maturities.... -- (184)
Fixed maturities......................... (68) (222)
Investment income........................ (117) --
Deferred policy acquisition costs ....... (913) (714)
Value of purchased insurance in force.... (30) (41)
Other.................................... (42) (27)
------ ------
(1,170) (1,188)
------ ------
Valuation allowance.......................... (324) --
------ ------
Deferred income tax liability................ $(610) $(850)
====== ======
At December 31, 1999, the Company reported, for financial statement purposes,
unrealized losses on certain investments which have not been recognized for tax
purposes. The Company has established a valuation allowance against the deferred
income tax assets associated with the unrealized depreciation on fixed
maturities available for sale as the Company is uncertain as to whether the
capital losses, if ever realized, could be utilized to offset future capital
gains.
8. RELATED PARTY TRANSACTIONS
Directed Services, Inc. ("DSI") acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as amended)
and distributor of the variable annuity products issued by the Company. DSI is
authorized to enter into agreements with broker/dealers to distribute the
Company's variable insurance products and appoint representatives of the
broker/dealers as agents. As of December 31, 1999, the Company's variable
annuity products were sold primarily through broker/dealer institutions. The
Company paid commissions and expenses to DSI totaling $697,000 and $1,754,000
for the years ended December 31, 1999 and 1998, respectively. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, the commissions and expenses were $141,000 and $267,000, respectively.
72
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
8. RELATED PARTY TRANSACTIONS (continued)
The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. Under the agreement with Golden American, the Company incurred
expenses of $137,000, $248,000, $8,000, and $16,000 for the years ended December
31, 1999 and 1998, the period October 25, 1997 through December 31, 1997, and
the period January 1, 1997 through October 24, 1997, respectively. Under the
agreement with Equitable Life, the Company incurred expenses of $142,000,
$165,000, $13,000, and $16,000 for the years ended December 31, 1999 and 1998,
the period October 25, 1997 through December 31, 1997, and the period January 1,
1997 through October 24, 1997, respectively.
The Company provides resources and services to Golden American and DSI. Revenues
for these services, which reduce general expenses incurred by the Company,
totaled $269,000 and $210,000 from Golden American, for the years ended December
31, 1999 and 1998, respectively. Revenues for these services, which reduce
general expenses incurred by the Company, totaled $387,000 and $75,000 from DSI
for the years ended December 31, 1999 and 1998, respectively.
Effective January 1, 1998, the Company has an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset management and accounting services. Under the agreement, the Company
records a fee based on the value of the assets under management. The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Company
incurred fees of $73,000 and $56,000, respectively, under this agreement.
Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000 for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.
The Company provides resources and services to Security Life of Denver Insurance
Company ("Security Life"), an affiliate, and Southland Life Insurance Company
("Southland"), an affiliate. For the year ended December 31, 1999, charges for
these services were $149,000 to Security Life and $63,000 to Southland.
The Company had premiums, net of reinsurance, for variable annuity products for
the year ended December 31, 1999 and 1998, that totaled $2,000 and $94,000,
respectively, from Locust Street Securities, Inc. ("LSSI"), an affiliate. For
the year ended December 31, 1997, the premiums, net of reinsurance, for variable
products from LSSI totaled $13,000.
The Golden American Board of Directors has agreed by resolution to provide funds
as needed for the Company to maintain policyholders' surplus that meets or
exceeds the greater of: (1) the minimum capital adequacy standards to maintain a
level of capitalization necessary to meet A.M. Best Company's guidelines or one
level less than the one originally given to First Golden, or (2) the New York
State Insurance Department risk-based capital minimum requirements as determined
in accordance with New York statutory accounting principles. No funds were
transferred from Golden American in 1999, 1998, or 1997. On January 31, 2000,
Golden American provided a cash capital contribution of $2,100,000 to First
Golden.
73
<PAGE>
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
9. COMMITMENTS AND CONTINGENCIES
Reinsurance: At December 31, 1999, First Golden had a reinsurance treaty with an
unaffiliated reinsurer covering a significant portion of the mortality risks
under its variable contracts. First Golden remains liable to the extent its
reinsurer does not meet its obligation under the reinsurance agreement. At
December 31, 1999 and December 31, 1998, the Company has a payable of $4,000 and
$1,000, respectively, for reinsurance premiums. Included in the accompanying
financial statements are net considerations to the reinsurer of $27,000, $9,000,
and $1,000 for the years ended December 31, 1999 and 1998 and for the period
October 25, 1997 through December 31, 1997, respectively. In addition, the
accompanying financial statements contain net policy benefits recoveries of
$7,000 for the year ended December 31, 1999.
The reinsurance treaty that covered the nonstandard minimum guaranteed death
benefits for new business has been terminated for business issued after December
31, 1999. The Company is currently pursuing alternative reinsurance arrangements
for new business issued after December 31, 1999. There can be no assurance that
such alternative arrangements will be available. Any reinsurance covering
business in force at December 31, 1999 will continue to apply in the future.
Litigation: The Company, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other lawsuits involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Company currently believes no pending or threatened
lawsuits or actions exist that are reasonably likely to have a material adverse
impact on the Company.
Vulnerability from Concentrations: The Company has various concentrations in its
investment portfolio (see Note 3 for further information). The Company's asset
growth, net investment income, and cash flow are primarily generated from the
sale of variable annuities and associated future policy benefits. Substantial
changes in tax laws would make these products less attractive to consumers and
extreme fluctuations in interest rates or stock market returns which may result
in higher lapse experience than assumed could cause a severe impact to the
Company's financial condition. A significant portion of the Company's sales is
generated by three broker/dealers, each having at least ten percent of total
sales. One of these distributors sold 62.1% of the Company's products in 1998.
This relationship was discontinued as of July, 1999 for new business.
Leases: The Company has a lease for its home office space which expires December
31, 2001. The Company also leases certain other equipment under operating leases
which expire in 2000. Rent expense for the years ended December 31, 1999 and
1998 and the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997 was $158,000, $95,000, $25,000, and $34,000,
respectively. At December 31, 1999, minimum rental payments due under the
operating leases are $82,000 in 2000 and $76,000 in 2001.
Revolving Note Payable: To enhance short-term liquidity, the Company established
a revolving note payable effective July 31, 1999 and expiring July 31, 2000 with
SunTrust Bank, Atlanta (the "Bank"). The note was approved by the Company's
Board of Directors on September 29, 1998. The total amount the Company may have
outstanding is $10,000,000. The note accrues interest at an annual rate equal
to: (1) the cost of funds for the Bank for the period applicable for the advance
plus 0.25% or (2) a rate quoted by the Bank to the Company for the advance. The
terms of the agreement require the Company to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state law
or regulation. Under this agreement, the Company incurred interest expense of
$12,000 in 1999. At December 31, 1999, the Company had borrowings of $100,000
under this agreement.
74
<PAGE>
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Introduction........................................................ 1
Description of First Golden American Life
Insurance Company of New York.................................... 1
Safekeeping of Assets............................................... 1
The Administrator................................................... 1
Independent Auditors................................................ 2
Distribution of Contracts........................................... 2
Performance Information............................................. 3
IRA Withdrawal Option............................................... 9
Other Information................................................... 9
Financial Statements of Separate Account NY-B ...................... 10
Appendix -- Description of Bond Ratings............................. A-1
75
<PAGE>
- --------------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NY-B.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
106959 NY DVA PLUS 05/00
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
76
<PAGE>
This page intentionally left blank.
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
Except for the Equity, Growth and Income, Small Company Growth, Asset Allocation
and High Quality Bond subaccounts which commenced operations as of February 1,
2000, the following tables give (1) the accumulation unit value ("AUV"), (2) the
total number of accumulation units, and (3) the total accumulation unit value,
for each subaccount of First Golden Separate Account NY-B available under the
Contract for the indicated periods. The date on which the subaccount became
available to investors and the starting accumulation unit value are indicated on
the last row of each table. The Equity, Growth and Income, Small Company Growth,
Asset Allocation and High Quality Bond subaccounts have starting accumulation
unit values of $10.00.
LIQUID ASSET
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 15.04 11,408 $ 172 $ 14.79 22,393 $ 331
1998 14.54 2,755 40 14.33 5,974 86
1997 14.02 -- -- 13.83 -- --
5/6/97 13.67 -- -- 13.51 -- --
- -----------------------------------------------------------------------------------------------------------------
LIMITED MATURITY BOND
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 17.00 6,379 $ 108 $ 16.72 7,746 $ 130
1998 17.02 -- -- 16.77 1,506 25
1997 16.13 -- -- 15.91 632 10
5/6/97 15.43 -- -- 15.24 -- --
- -----------------------------------------------------------------------------------------------------------------
GLOBAL FIXED INCOME
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 11.88 822 $ 10 $ 11.79 2,216 $ 26
1998 13.17 -- -- 13.09 -- --
5/1/98 12.17 -- -- 12.11 -- --
- -----------------------------------------------------------------------------------------------------------------
A1
<PAGE>
FULLY MANAGED
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 22.01 13,633 $ 300 $ 21.65 11,023 $ 239
1998 20.84 2,619 55 20.53 4,512 93
1997 19.93 -- -- 19.66 1,701 33
5/6/97 17.95 -- -- 17.73 -- --
- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 18.20 32,717 $ 595 $ 18.06 123,053 $ 2,222
1998 17.83 15,411 275 17.72 81,617 1,446
1997 16.18 2,430 39 16.10 13,026 209
5/6/97 14.36 -- -- 14.31 -- --
- -----------------------------------------------------------------------------------------------------------------
EQUITY INCOME
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 21.83 12,749 $ 278 $ 21.47 15,934 $ 342
1998 22.27 9,623 214 21.94 6,014 132
1997 20.83 -- -- 20.55 1,243 26
5/6/97 18.54 -- -- 18.32 -- --
- -----------------------------------------------------------------------------------------------------------------
VALUE EQUITY
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 18.28 5,400 $ 99 $ 18.14 15,606 $ 283
1998 18.41 1,678 31 18.31 4,464 82
1997 18.36 1,048 19 18.28 1,056 19
5/6/97 15.72 -- -- 15.66 -- --
- -----------------------------------------------------------------------------------------------------------------
A2
<PAGE>
RISING DIVIDENDS
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 26.07 13,823 $ 360 $ 25.83 79,175 $ 2,045
1998 22.79 1,734 40 22.61 34,310 776
1997 20.22 90 2 20.09 8,223 165
5/6/97 17.27 -- -- 17.18 -- --
- -----------------------------------------------------------------------------------------------------------------
MANAGED GLOBAL
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 24.23 9,519 $ 231 $ 23.97 31,419 $ 753
1998 15.02 2,440 37 14.88 9,572 142
1997 11.76 -- -- 11.67 2,969 35
5/6/97 11.24 -- -- 11.16 -- --
- -----------------------------------------------------------------------------------------------------------------
RESEARCH
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 28.25 32,639 $ 921 $ 28.04 122,839 $ 3,444
1998 23.03 26,762 616 22.89 20,466 1,865
1997 18.95 4,095 78 18.87 9,642 182
5/6/97 16.72 -- -- 16.66 -- --
- -----------------------------------------------------------------------------------------------------------------
CAPITAL APPRECIATION
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 30.46 11,524 $ 351 $ 30.11 15,289 $ 460
1998 24.75 578 14 24.50 4,904 120
1997 22.24 -- -- 22.05 734 16
5/6/97 18.45 -- -- 18.31 -- --
- -----------------------------------------------------------------------------------------------------------------
A3
<PAGE>
CAPITAL GROWTH
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 21.18 9,819 $ 208 $ 21.06 53,276 $ 1,122
1998 17.08 6,031 103 17.01 20,311 346
1997 15.45 -- -- 15.41 334 5
5/6/97 12.46 -- -- 12.44 -- --
- -----------------------------------------------------------------------------------------------------------------
STRATEGIC EQUITY
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 22.06 6,034 $ 133 $ 21.92 11,085 $ 243
1998 14.30 2,037 29 14.23 1,867 27
1997 14.36 -- -- 14.31 1,265 18
5/6/97 11.96 -- -- 11.93 -- --
- -----------------------------------------------------------------------------------------------------------------
MID-CAP GROWTH
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 39.97 11,889 $ 475 $ 39.59 47,634 $ 1,896
1998 22.60 7,677 173 22.43 27,872 625
1997 18.64 1,402 26 18.52 2,866 53
5/6/97 15.76 -- -- 15.68 -- --
- -----------------------------------------------------------------------------------------------------------------
SMALL CAP
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 22.96 2,466 $ 57 $ 22.82 51,013 $ 1,164
1998 15.44 3,612 56 15.37 9,918 152
1997 12.92 -- -- 12.88 3,434 44
5/6/97 10.72 -- -- 10.70 -- --
- -----------------------------------------------------------------------------------------------------------------
A4
<PAGE>
GROWTH
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 28.78 27,730 $ 798 $ 28.62 197,439 $ 5,651
1998 16.36 8,286 136 16.29 17,549 286
1997 13.06 -- -- 13.03 3,093 40
5/6/97 12.47 -- -- 12.45 -- --
- -----------------------------------------------------------------------------------------------------------------
REAL ESTATE
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 20.96 356 $ 7 $ 20.62 1,581 $ 33
1998 22.07 356 8 21.74 1,474 32
1997 25.82 -- -- 25.48 478 12
5/6/97 21.31 -- -- 21.05 -- --
- -----------------------------------------------------------------------------------------------------------------
HARD ASSETS
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ -- $ -- $ 17.37 525 $ 9
1998 14.50 -- -- 14.28 1,007 14
1997 20.85 -- -- 20.57 238 5
5/6/97 19.34 -- -- 19.11 -- --
- -----------------------------------------------------------------------------------------------------------------
DEVELOPING WORLD
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ -- $ -- $ 11.61 13,214 $ 153
1998 7.29 -- -- 7.28 -- --
2/19/98 10.00 -- -- 10.00 -- --
- -----------------------------------------------------------------------------------------------------------------
A5
<PAGE>
EMERGING MARKETS
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 12.01 523 $ 6 $ 11.90 5,437 $ 65
1998 6.56 -- -- 6.51 2,917 19
1997 8.75 -- -- 8.70 1,812 16
5/6/97 10.38 -- -- 10.33 -- --
- -----------------------------------------------------------------------------------------------------------------
PIMCO HIGH YIELD BOND
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 10.27 1,835 $ 19 $ 10.24 2,126 $ 22
1998 10.09 -- -- 10.08 -- --
5/1/98 10.00 -- -- 10.00 -- --
- -----------------------------------------------------------------------------------------------------------------
PIMCO STOCKSPLUS GROWTH AND INCOME
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT ANNUAL RATCHET DEATH BENEFIT
- -----------------------------------------------------------------------------------------------------------------
TOTAL # OF TOTAL # OF
ACCUMULATION ACCUMULATION
AUV AT UNITS AT TOTAL AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
1999 $ 13.16 1,205 $ 16 $ 13.13 23,566 $ 309
1998 11.12 -- -- 11.11 -- --
5/1/98 10.00 -- -- 10.00 -- --
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
A6
<PAGE>
APPENDIX B
MARKET VALUE ADJUSTMENT EXAMPLES
EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
CALCULATE THE MARKET VALUE ADJUSTMENT
1. The contract value of the Fixed Interest Allocation on the date of
3
surrender is $124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
2,555/365
3. Market Value Adjustment = $124,230 x [((1.07/1.0825) )-1] = $9,700
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).
EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
CALCULATE THE MARKET VALUE ADJUSTMENT
1. The contract value of the Fixed Interest Allocation on the date of
3
surrender is $124,230 ($100,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
2,555/365
3. Market Value Adjustment = $124,230 x [((1.07/1.0625) )-1] = $6,270
Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).
EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.
B1
<PAGE>
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of the Fixed Interest Allocation on the date of
3
withdrawal is $248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[$114,530 /((1.07/1.0825) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
2,555/365
4. Market Value Adjustment = $124,230 x [((1.07/1.0825) )-1] = $9,700
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.
EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.
1. The contract value of Fixed Interest Allocation on the date of surrender is
3
$248,459 ( $200,000 x 1.075 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
2,555/365
[$130,500 /((1.07/1.0625) )] = $124,230
Then calculate the Market Value Adjustment on that amount.
2,555/365
4. Market Value Adjustment = $124,230 x [((1.07/1.0625) )-1] = $6,270
Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.
<PAGE>
APPENDIX C
SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE
The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fourth contract year of 20% of the contract
value of $35,000.
In this example, $5,250 ($35,000 x .15) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $7,000 ($35,000 x .20). Therefore, $1,750 ($7,000 -
$5,250) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 4% surrender charge of $70 ($1,750
x .04). This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.
C1
<PAGE>
ING VARIABLE ANNUITIES
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
First Golden American Life Insurance Company of New York is a stock company
domiciled in New York, New York
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
106959 NY DVA PLUS 5/00
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following provisions regarding the indemnification of
directors and officers of the Registrant are applicable:
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND INCORPORATORS
First Golden 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 First Golden 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.
First Golden may also, to the extent permitted by law,
indemnify any other person who is or was serving First
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.
First Golden 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.
SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and therefore
maybe unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant or depositor of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
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 whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
1 Underwriting Agreement Between First
Golden American Life Insurance Company of New
York and Directed Services, Inc (1)
3(i) Articles of Incorporation of First Golden
American Life Insurance Company of New York (1)
(ii) By-laws of First Golden American Life
Insurance Company of New York (1)
(iii) Resolution of Board of Directors for Powers of Attorney (2)
4(a) Individual Deferred Combination Variable and
Fixed Annuity Contract (2)
(b) Individual Deferred Combination Variable and
Fixed Annuity Application (2)
(c) Individual Deferred Combination Variable and
Fixed Annuity Contract (2)
(d) Individual Deferred Combination Variable and
Fixed Annuity Application (2)
(e) Individual Retirement Annuity Rider Page (1)
(f) Schedule Page to the DVA Plus-NY Contract
featuring The Galaxy VIP Fund (3)
5 Opinion and Consent of Myles R. Tashman, Esq. (2)
10(a) Services Agreement, dated November 8, 1996,
between Directed Services, Inc. and First Golden
American Life Insurance Company of New York (1)
(b) Administrative Services Agreement, dated
November 8, 1996, between First Golden American
Life Insurance Company of New York and Golden
American Life Insurance (1)
(c) Administrative Services Agreement between First
Golden American Life Insurance Company of New
York and Equitable Life Insurance Company of Iowa (2)
(d) Custodial Agreement between Registrant and The
Bank of New York (2)
(e) Participation Agreement between Depositor and
the Travelers Series Fund Inc (2)
(f) Participation Agreement between Depositor and the
Greenwich Street Series (2)
(g) Participation Agreement between Depositor and the
Smith Barney Concert Allocation Series Inc (2)
(h) Participation Agreement between Depositor and
PIMCO Variable Insurance Trust (2)
(i) Asset Management Agreement, dated March 30, 1998,
between First Golden and ING Investment Management
LLC (2)
(j) Revolving Note Payable between First Golden and
SunTrust Bank as of July 27, 1998 and expiring
July 31, 1999 (2)
(k) Revolving Note Payable between First Golden and
SunTrust Bank as of July 31, 1999 and expiring
July 31, 2000 (3)
(l) Participation Agreement between First Golden American
Life Insurance of New York and The Galaxy VIP Fund
(m) Participation Agreement between First Golden American
Life Insurance of New York and the ING Variable Insurance
Trust
(n) Participation Agreement between First Golden American
Life Insurance of New York and the Prudential Series Fund
23(a) Consent of Sutherland Asbill & Brennan LLP
(b) Consent of Ernst & Young LLP, Independent Auditors
(c) Consent of Myles R. Tashman
24 Powers of Attorney
27 Financial Data Schedule
<PAGE>
<PAGE>
(1) Incorporated by reference to Pre-Effective Amendment No. 1 to
original Registration Statement filed with the Securities and
Exchange Commission on March 18, 1997 (File No. 333-16279).
(2) Incorporated by reference to the initial filing of this
Registration Statement filed with the Securities and
Exchange Commission on April 29, 1999.
(3) Incorporated by reference to Amendment No. 1 of this
Registration Statement filed with the Securities and
Exchange Commission on November 1, 1999.
<PAGE>
<PAGE>
(b) FINANCIAL STATEMENT SCHEDULE.
(1) All financial statements are included in the Prospectus
or Statement of Additional Information as indicated therein
(2) Schedules I and III. All other schedules to the
consolidated financial statements required by Article 7 of
Regulation S-X are omitted because they are not applicable
or because the information is included elsewhere in the
consolidated financial statements or notes thereto.
SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, 1999 COST 1 VALUE AMOUNT
- ---------------------------------------------- -------------- ------------ ---------------
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and governmental
agencies and authorities................ $3,486 $3,398 $3,398
Public utilities........................... 2,030 1,953 1,953
Corporate securities....................... 21,994 21,084 21,084
Mortgage-backed securities................. 1,556 1,548 1,548
Other asset-backed securities.............. 112 112 112
------------- ------------ ---------------
Total fixed maturities, available for sale.... 29,178 28,095 28,095
Short-term investments........................ 2,309 2,309
-------------- ---------------
Total investments............................. $31,487 $30,404
============== ===============
</TABLE>
Note 1: Cost is defined as amortized cost for bonds and short-term investments
adjusted for amortization of premiums and accrual of discounts.
<PAGE>
<PAGE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ------------------- ----------- ---------- ---------- ----------- ----------
FUTURE
POLICY
BENEFITS, OTHER
LOSSES, POLICY
DEFERRED CLAIMS CLAIMS INSURANCE
POLICY AND UNEARNED AND PREMIUMS
ACQUISITION LOSS REVENUE BENEFITS AND
SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES
- -----------------------------------------------------------------------------
POST-MERGER
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:
LIFE INSURANCE $3,198 $7,583 -- -- $556
YEAR ENDED DECEMBER 31, 1998:
Life insurance $2,347 $10,830 -- -- $239
PERIOD OCTOBER 25, 1997 THROUGH
DECEMBER 31, 1997:
Life insurance $189 $2,506 -- -- $8
PRE-MERGER
- -----------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
OCTOBER 24, 1997:
Life insurance N/A N/A N/A N/A $4
</TABLE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
- ----------------------------- ---------- ----------- --------- ----------
AMORTIZA-
BENEFITS TION OF
CLAIMS, DEFERRED
LOSSES POLICY
NET AND ACQUI- OTHER
NVESTMENT SETTLEMENT SITION OPERATING PREMIUMS
SEGMENT INCOME EXPENSES COSTS EXPENSES WRITTEN
- -------------------------------------------------------------------------
POST-MERGER
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:
LIFE INSURANCE $2,147 $590 $201 $417 --
YEAR ENDED DECEMBER 31, 1998:
Life insurance $1,844 $376 $76 $378 --
PERIOD OCTOBER 25, 1997 THROUGH
DECEMBER 31, 1997:
Life insurance $286 $26 $13 $159 --
PRE-MERGER
- -------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
OCTOBER 24, 1997:
Life insurance $1,449 $48 $7 $445 --
</TABLE>
<PAGE>
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE>
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and Commonwealth of
Pennsylvania, on this 25th day of April, 2000.
FIRST GOLDEN AMERICAN LIFE
INSURANCE COMPANY OF NEW YORK
(Registrant)
By: -----------------------------
Barnett Chernow*
President
Attest: /s/Marilyn Talman
-----------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary
As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on
April 25, 2000.
Signature Title
--------- -----
- ----------------------------- President and Director
Barnett Chernow* of Depositor
- ----------------------------- Senior Vice President and
E. Robert Koster* Chief Financial Officer
DIRECTORS OF DEPOSITOR
- ----------------------------- -----------------------------
Myles R. Tashman* Bernard Levitt*
- ----------------------------- -----------------------------
Roger A. Martin* Stephen J. Friedman*
- ----------------------------- -----------------------------
Andrew Kalinowski* Carol V. Coleman*
- ----------------------------- -----------------------------
Michael W. Cunningham* Phillip R. Lowery*
- -----------------------------
Mark A. Tullis*
By: /s/Marilyn Talman Attorney-in-Fact
---------------------
Marilyn Talman
________________
* Executed by Marilyn Talman on behalf of those indicated
pursuant to Power of Attorney.
<PAGE>
<PAGE>
EXHIBIT INDEX
ITEM EXHIBIT PAGE #
- ---- ------- ------
22(l) Participation Agreement between First Golden American EX-22.L
Life Insurance of New York and The Galaxy VIP Fund
22(m) Participation Agreement between First Golden American EX-22.M
Life Insurance of New York and the Prudential Series
Fund
22(n) Participation Agreement between First Golden American EX-22.N
Life Insurance of New York and the ING Variable
Insurance Trust
23(a) Consent of Sutherland Asbill & Brennan LLP EX-23.A
23(b) Consent of Ernst & Young LLP, Independent Auditors EX-23.B
23(c) Consent of Myles R. Tashman EX-23.C
24 Powers of Attorney EX-24
27 Financial Data Schedule EX-27
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 22(l)
PARTICIPATION AGREEMENT
-----------------------
AMONG
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK,
THE GALAXY VIP FUND,
FLEET INVESTMENT ADVISORS INC.
AND
FIRST DATA DISTRIBUTORS, INC.
THIS AGREEMENT, dated as of the 1st day of October, 1999, by and
among First Golden American Life Insurance Company of New York (the
"Company"), a life insurance company organized under the laws of the
State of New York, on its own behalf and on behalf of each separate
account of the Company set forth on Schedule A hereto as may be
amended from time to time (each such account hereinafter referred to
as the "Account"), The Galaxy VIP Fund (the "Fund"), a management
investment company and business trust organized under the laws of the
Commonwealth of Massachusetts, Fleet Investment Advisors Inc. (the
"Adviser"), a corporation organized under the laws of the State of
New York, and First Data Distributors, Inc. (the "Distributor"), a
corporation organized under the laws of the Commonwealth of
Massachusetts.
WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle
for separate accounts established for variable life insurance and
variable annuity contracts (the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation
agreements with the Fund, Adviser and Distributor ("Participating
Insurance Companies");
WHEREAS, the shares of beneficial interest of the Fund are
divided into several series of shares, each designated a "Portfolio"
and representing the interest in a particular managed portfolio of
securities and other assets;
WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission (the "SEC") granting Participating Insurance
Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a),
15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder,
if and to the extent necessary to permit shares of the Fund to be
sold to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life insurance
companies (the "Mixed and Shared Funding Exemptive Order"), and the
parties to this Agreement agree to comply with the conditions or
undertakings specified in the Mixed and Shared Funding Exemptive
Order to the extent applicable to each such party;
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and shares of the Portfolios
are registered under the Securities Act of 1933, as amended (the
"1933 Act");
<PAGE>
<PAGE>
WHEREAS, the Adviser, which serves as investment adviser to the
Designated Portfolios (as hereinafter defined) of the Fund, is duly
registered as an investment adviser under the federal Investment
Advisers Act of 1940, as amended;
WHEREAS, the Company has registered or will register certain
variable annuity contracts (the "Contracts") under the 1933 Act;
WHEREAS, the Account is a duly organized, validly existing
segregated asset account, established by the Company under the
insurance laws of the State of Delaware, to set aside and invest
assets attributable to the Contracts;
WHEREAS, the Company has registered the Account as a unit
investment trust under the 1940 Act;
WHEREAS, the Company has issued or will issue certain variable
life insurance and/or variable annuity contracts supported wholly or
partially by the Account (the "Contracts"), and said Contracts are
listed in Schedule A hereto, as it may be amended from time to time
by mutual written agreement;
WHEREAS, the Distributor, which serves as distributor to the
Fund, is registered as a broker dealer with the SEC under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is
a member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws
and regulations, the Company intends to purchase shares in the
Portfolios listed in Schedule B hereto, as it may be amended from
time to time by mutual written agreement (the "Designated
Portfolios") on behalf of the Account to fund the aforesaid
Contracts, and the Distributor is authorized to sell such shares to
the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund, the Adviser, and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Fund agrees to sell to the Company those shares of the
Designated Portfolios that each Account or the appropriate subaccount
of each Account orders, executing such orders on a daily basis at the
net asset value next computed after receipt and acceptance by the
Fund or its designee of the order for the shares of the Fund. For
purposes of this Section 1.1, the Company will be the designee of the
Fund for receipt of such orders from each Account or the appropriate
subaccount of each Account and receipt by such designee will
constitute receipt by the Fund; provided that the Fund receives
notice of such order by 10:00 a.m. Eastern Time on the next following
business day ("T+1"). "Business Day" will mean any day on which the
New York Stock Exchange is open for trading and on which the Fund
calculates its net asset value pursuant to the rules of the SEC.
1.2. The Company will pay for Fund shares on T+1 that an order
to purchase Fund shares is made in accordance with Section 1.1 above.
Payment will be in federal funds transmitted by wire. This wire
transfer will be initiated by 12:00 p.m. Eastern Time.
1.3. The Fund agrees to make shares of the Designated Portfolios
available indefinitely for purchase at the applicable net asset value
per share by Participating Insurance Companies and their separate
accounts on those days on which the Fund calculates its Designated
Portfolio net asset value pursuant to rules of the SEC and the Fund
shall use reasonable efforts to calculate such net asset value on
-2-
<PAGE>
<PAGE>
each day the New York Stock Exchange is open for trading; provided,
however, that the Board of Trustees of the Fund (the "Fund Board")
may refuse to sell shares of any Portfolio to any person, or suspend
or terminate the offering of shares of any Portfolio if such action
is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Fund Board, acting in good faith
and in light of its fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of
such Portfolio.
1.4. On each Business Day on which the Fund calculates its net
asset value, the Company will aggregate and calculate the net
purchase or redemption orders for each Account or the appropriate
subaccount of each Account maintained by the Fund in which
contractowner assets are invested. Net orders will only reflect
orders that the Company has received prior to the close of regular
trading on the New York Stock Exchange, Inc. (the "NYSE") (currently
4:00 p.m., Eastern Time) on that Business Day. Orders that the
Company has received after the close of regular trading on the NYSE
will be treated as though received on the next Business Day. Each
communication of orders by the Company will constitute a
representation that such orders were received by it prior to the
close of regular trading on the NYSE on the Business Day on which the
purchase or redemption order is priced in accordance with Rule 22c-1
under the 1940 Act. Other procedures relating to the handling of
orders will be in accordance with the prospectus and statement of
information of the relevant Designated Portfolio or with oral or
written instructions that the Distributor or the Fund will forward to
the Company from time to time.
1.5. The Fund agrees that shares of the Fund will be sold only
to Participating Insurance Companies and their separate accounts,
qualified pension and retirement plans or such other persons as are
permitted under applicable provisions of the Internal Revenue Code of
1986, as amended, (the "Internal Revenue Code"), and regulations
promulgated thereunder, the sale to which will not impair the tax
treatment currently afforded the Contracts. No shares of any
Portfolio will be sold to the general public except as set forth in
this Section 1.5.
1.6. The Fund agrees to redeem for cash, upon the Company's
request, any full or fractional shares of the Fund held by the
Company, executing such requests on a daily basis at the net asset
value next computed after receipt and acceptance by the Fund or its
agent of the request for redemption. For purposes of this Section
1.6, the Company will be the designee of the Fund for receipt of
requests for redemption from each Account or the appropriate
subaccount of each Account and receipt by such designee will
constitute receipt by the Fund, provided the Fund receives notice of
request for redemption by 10:00 a.m. Eastern Time on the next
following Business Day. Payment will be in federal funds transmitted
by wire to the Company's account as designated by the Company in
writing from time to time, on the same Business Day the Fund receives
notice of the redemption order from the Company. The Fund reserves
the right to delay payment of redemption proceeds, but in no event
may such payment be delayed longer than the period permitted by the
1940 Act. The Fund will not bear any responsibility whatsoever for
the proper disbursement or crediting of redemption proceeds; the
Company alone will be responsible for such action. If notification
of redemption is received after 10:00 a.m. Eastern Time, payment for
redeemed shares will be made on the next following Business Day.
1.7. The Company agrees to purchase and redeem the shares of the
Designated Portfolios offered by the then current prospectus of the
Fund in accordance with the provisions of such prospectus.
1.8. Issuance and transfer of the Fund's shares will be by book
entry only. Stock certificates will not be issued to the Company or
any Account. Purchase and redemption orders for Fund shares will be
recorded in an appropriate title for each Account or the appropriate
subaccount of each Account.
-3-
<PAGE>
<PAGE>
1.9. The Fund will furnish same day notice (by telecopier,
followed by written confirmation) to the Company of the declaration
of any income, dividends or capital gain distributions payable on
each Designated Portfolio's shares. The Company hereby elects to
receive all such dividends and distributions as are payable on the
Designated Portfolio shares in the form of additional shares of that
Designated Portfolio. The Fund will notify the Company of the number
of shares so issued as payment of such dividends and distributions.
The Company reserves the right to revoke this election upon
reasonable prior notice to the Fund and to receive all such dividends
and distributions in cash.
1.10. The Fund will make the net asset value per share for
each Designated Portfolio available to the Company on a daily basis
as soon as reasonably practical after the net asset value per share
is calculated and will use its best efforts to make such net asset
value per share available by 6:00 p.m., Eastern Time, but in no event
later than 7:00 p.m., Eastern Time, each Business Day.
1.11. In the event adjustments are required to correct any
error in the computation of the net asset value of the Fund's shares,
the Fund or the Distributor will notify the Company as soon as
practicable after discovering the need for those adjustments that
result in an aggregate reimbursement of $150 or more to any one
subaccount of each Account maintained by a Designated Portfolio
unless notified otherwise by the Company (or, if greater, results in
an adjustment of $10 or more to each contractowner's account). Any
such notice will state for each day for which an error occurred the
incorrect price, the correct price and, to the extent communicated to
the Fund's shareholders, the reason for the price change. The
Company may send this notice or a derivation thereof (so long as such
derivation is approved in advance by the Distributor or the Adviser)
to contractowners whose accounts are affected by the price change.
The parties will negotiate in good faith to develop a reasonable
method for effecting such adjustments. The Fund shall provide the
Company, on behalf of the Account or the appropriate subaccount of
each Account, with a prompt adjustment to the number of shares
purchased or redeemed to reflect the correct share net asset value.
1.12.
(a) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive; the Fund's
shares may be sold to other insurance companies (subject to
Section 1.5 hereof) and the cash value of the Contracts may be
invested in other investment companies, provided, however, that
until this Agreement is terminated pursuant to Article X, the
Company shall promote the Designated Portfolios on the same
basis as other funding vehicles available under the Contracts
and funding vehicles other than those listed on Schedule B to
this Agreement may be available for the investment of the cash
value of the Contracts.
(b) The Company shall not, without prior notice to the
Advisor and the Distributor (unless otherwise required by
applicable law), take any action to operate the Account as a
management investment company under the 1940 Act.
(c) The Company shall not, without prior notice to the
Advisor and the Distributor (unless otherwise required by
applicable law), induce contractowners to change or modify the
Fund or change the Fund's distributor or investment adviser.
(d) The Company shall not, without prior notice to the
Fund, induce contractowners to vote on any matter submitted for
consideration by the shareholders of the Fund in a manner other
than as recommended by the Fund Board.
-4-
<PAGE>
<PAGE>
ARTICLE II. Representations and Warranties
------------------------------
2.1. The Company represents and warrants that the Contracts are
or will be registered under the 1933 Act and that the Contracts will
be issued and sold in compliance with all applicable federal and
state laws, including state insurance suitability requirements. The
Company further represents and warrants that it is an insurance
company duly organized and in good standing under applicable law and
that it has legally and validly established each Account as a
separate account under applicable state law and has registered the
Account as a unit investment trust in accordance with the provisions
of thin 1940 Act to serve as a segregated investment account for the
Contracts, and that it will maintain such registration for so long as
any Contracts are outstanding. The Company will amend the
registration statement under the 1933 Act for the Contracts and the
registration statement under the 1940 Act for the Account from time
to time as required in order to effect the continuous offering of the
Contracts or as may otherwise be required by applicable law. The
Company will register and qualify the Contracts for sale in
accordance with the securities laws of the various states only if and
to the extent deemed necessary by the Company.
2.2. The Company represents that the Contracts are currently and
at the time of issuance will be treated as endowment, annuity or life
insurance contracts under applicable provisions of the Internal
Revenue Code, and that it will make every effort to maintain such
treatment and that it will notify the Fund and the Adviser
immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be so
treated in the future.
2.3. The Company represents and warrants that it will not
purchase shares of the Designated Portfolios with assets derived from
tax-qualified retirement plans except, indirectly, through Contracts
purchased in connection with such plans.
2.4. The Fund represents and warrants that Fund shares of the
Designated Portfolios sold pursuant to this Agreement will be
registered under the 1933 Act and duly authorized for issuance in
accordance with applicable law and that the Fund is and will remain
registered under the 1940 Act for as long as such shares of the
Designated Portfolios are outstanding. The Fund will amend the
registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous
offering of its shares. The Fund will register and qualify the
shares of the Designated Portfolios for sale in accordance with the
laws of the various states only if and to the extent deemed advisable
by the Fund.
2.5. The Fund represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal
Revenue Code, and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
2.6. The Fund represents and warrants that in performing the
services described in this Agreement, the Fund will comply with all
applicable laws, rules and regulations. The Fund makes no
representation as to whether any aspect of its operations (including,
but not limited to, fees and expenses and investment policies,
objectives and restrictions) complies with the insurance laws and
regulations of any state. The Fund and the Distributor agree that
upon request they will use their best efforts to furnish the
information required by state insurance laws so that the Company can
obtain the authority needed to issue the Contracts in the various
states.
-5-
<PAGE>
<PAGE>
2.7. The Fund currently does not intend to make any payments to
finance distribution expenses pursuant to Rule 12b-1 under the 1940
Act, although it reserves the right to make such payments in the
future. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1 the Fund undertakes to have its Fund
Board formulate and approve any plan under Rule 12b-1 to finance
distribution expenses in accordance with the 1940 Act.
2.8. The Distributor represents and warrants that it will
distribute the Fund shares of the Designated Portfolios in accordance
with all applicable federal and state securities laws including,
without limitation, the 1933 Act, the 1934 Act and the 1940 Act.
2.9. The Fund represents that it is lawfully organized and
validly existing under the laws of the Commonwealth of Massachusetts
and that it does and will comply in all material respects with
applicable provisions of the 1940 Act.
2.10. The Distributor represents and warrants that it is and
will remain duly registered under all applicable federal and state
securities laws and that it will perform its obligations for the Fund
in accordance in all material respects with any applicable state and
federal securities laws.
2.11. The Fund and the Distributor represent and warrant
that all of their trustees, officers, employees, investment advisers,
and other individuals/entities having access to the funds and/or
securities of the Fund are and continue to be at all times covered by
a blanket fidelity bond or similar coverage for the benefit of the
Fund in an amount not less than the minimal coverage as required
currently by Rule 17g-(1) of the 1940 Act or related provisions as
may be promulgated from time to time. The aforesaid bond includes
coverage for larceny and embezzlement and is issued by a reputable
bonding company.
ARTICLE III. Prospectuses and Proxy Statements; Voting
-----------------------------------------
3.1. The Fund or the Distributor will provide the Company, at
the Fund's or its affiliate's expense, with as many copies of the
current Fund prospectus for the Designated Portfolios as the Company
may reasonably request for distribution, at the Company's expense, to
prospective contractowners and applicants. The Fund or the
Distributor will provide, at the Fund's or its affiliate's expense,
as many copies of said prospectus as necessary for distribution, at
the Company's expense, to existing contractowners. The Fund or the
Distributor will provide the copies of said prospectus to the Company
or to its mailing agent. If requested by the Company in lieu
thereof, the Fund or the Distributor will provide such documentation,
including a computer diskette or a final copy of a current prospectus
set in type at the Fund's or its affiliate's expense, and such other
assistance as is reasonably necessary in order for the Company at
least annually (or more frequently if the Fund prospectus is amended
more frequently) to have the Fund's prospectus and the prospectuses
of other mutual funds in which assets attributable to the Contracts
may be invested printed together in one document, in which case the
Fund or its affiliate will bear its reasonable share of expenses as
described above, allocated based on the proportionate number of pages
of the Fund's and other fund's respective portions of the document.
3.2. The Fund or the Distributor will provide the Company, at
the Fund's or its affiliate's expense, with as many copies of the
statement of additional information as the Company may reasonably
request for distribution, at the Company's expense, to prospective
contractowners and applicants. The Fund or the Distributor will
provide, at the Fund's or its affiliate's expense, as many copies of
said statement of additional information as necessary for
distribution, at the Company's expense, to any existing contractowner
who requests such statement or whenever state or federal law
otherwise requires that such
-6-
<PAGE>
<PAGE>
statement be provided. The Fund or the Distributor will provide the
copies of said statement of additional information to the Company or
to its mailing agent.
3.3. The Fund or the Distributor, at the Fund's or its
affiliate's expense, will provide the Company or its mailing agent
with copies of its proxy material, if any, reports to shareholders
and other communications to shareholders in such quantity as the
Company will reasonably require. The Company will distribute this
proxy material, reports and other communications to existing
contractowners and tabulate the votes.
3.4. If and to the extent required by law the Company will:
(a) solicit voting instructions from contractowners;
(b) vote the shares of the Designated Portfolios held in
the Account in accordance with instructions received from
contractowners; and
(c) vote shares of the Designated Portfolios held in the
Account for which no timely instructions have been received, as
well as shares it owns, in the same proportion as shares of such
Designated Portfolio for which instructions have been received
from the Company's contractowners;
so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass-through voting privileges for variable
contractowners. Except as set forth above, the Company reserves the
right to vote Fund shares held in any segregated asset account in its
own right, to the extent permitted by law. The Company will be
responsible for assuring that each of its separate accounts
participating in the Fund calculates voting privileges in a manner
consistent with all legal requirements, including the Mixed and
Shared Funding Exemptive Order.
3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular, the Fund either
will provide for annual meetings (except insofar as the SEC may
interpret Section 16 of the 1940 Act not to require such meetings)
or, as the Fund currently intends to comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in
Section 16(c) of that Act) as well as with Sections 16(a) and, if and
when applicable, 16(b). Further, the Fund will act in accordance
with the SEC's interpretation of the requirements of Section 16(a)
with respect to periodic elections of trustees and with whatever
rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. The Distributor will provide the Company on a timely basis
with investment performance information for each Designated Portfolio
in which the Company maintains a subaccount of the Account, including
total return for the preceding calendar month and calendar quarter,
the calendar year to date, and the prior one-year, five-year, and ten
year (or life of the Fund) periods. The Company may, based on the
SEC mandated information supplied by the Distributor, prepare
communications for contractowners ("Contractowner Materials"). The
Company will provide copies of all Contractowner Materials
concurrently with their first use for the Distributor's internal
recordkeeping purposes. It is understood that neither the
Distributor nor any Designated Portfolio will be responsible for
errors or omissions in, or the content of, Contractowner Materials
except to the extent that the error or omission resulted from
information provided by or on behalf of the Distributor or the
Designated Portfolio. Any printed information that is furnished to
the Company pursuant to this Agreement other than each Designated
-7-
<PAGE>
<PAGE>
Portfolio's prospectus or statement of additional information (or
information supplemental thereto), periodic reports and proxy
solicitation materials is the Distributor's sole responsibility and
not the responsibility of any Designated Portfolio or the Fund. The
Company agrees that the Portfolios, the shareholders of the
Portfolios and the officers and governing Board of the Fund will have
no liability or responsibility to the Company in these respects.
4.2. The Company will not give any information or make any
representations or statements on behalf of the Fund or concerning the
Fund in connection with the sale of the Contracts other than the
information or representations contained in the registration
statement, prospectus or statement of additional information for Fund
shares, as such registration statement, prospectus and statement of
additional information may be amended or supplemented from time to
time, or in reports or proxy statements for the Fund, or in published
reports for the Fund which are in the public domain or approved by
the Fund or the Distributor for distribution, or in sales literature
or other material provided by the Fund, Adviser or by the
Distributor, except with permission of the Distributor. Any piece of
sales literature or other promotional material intended to be used by
the Company which requires the permission of the Distributor prior to
use will be furnished by Company to the Distributor, or its designee,
at least ten (10) business days prior to its use. No such material
will be used if the Distributor reasonably objects to such use within
five (5) business days after receipt of such material.
Nothing in this Section 4.2 will be construed as preventing the
Company or its employees or agents from giving advice on investment
in the Fund.
4.3. The Fund, the Adviser or the Distributor will furnish, or
will cause to be furnished, to the Company or its designee, each
piece of sales literature or other promotional material in which the
Company or its Account is named, at least ten (10) business days
prior to its use. No such material will be used if the Company
reasonably objects to such use within five (5) business days after
receipt of such material.
4.4. The Fund, the Adviser and the Distributor will not give any
information or make any representations or statements on behalf of
the Company or concerning the Company, each Account, or the Contracts
other than the information or representations contained in a
registration statement, prospectus or statement of additional
information for the Contracts, as such registration statement,
prospectus and statement of additional information may be amended or
supplemented from time to time, or in published reports for each
Account or the Contracts which are in the public domain or approved
by the Company for distribution to contractowners, or in sales
literature or other material provided by the Company, except with
permission of the Company. The Company agrees to respond to any
request for approval on a prompt and timely basis.
4.5. The Fund will provide to the Company at least one complete
copy of all registration statements, prospectuses, statements of
additional information, reports, proxy statements, sales literature
and other promotional materials, applications for exemptions,
requests for no-action letters, and all amendments to any of the
above, that relate to the Fund or its shares, contemporaneously with
the filing of such document with the SEC, the NASD or other
regulatory authority.
4.6. The Company will provide to the Fund at least one complete
copy of all registration statements, prospectuses, statements of
additional information, reports, solicitations for voting
instructions, sales literature and other promotional materials,
applications for exemptions, requests for no action letters, and all
amendments to any of the above, that relate to the Contracts or each
Account, contemporaneously with the filing of such document with the
SEC, the NASD or other regulatory authority.
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4.7. For purposes of this Article IV, the phrase "sales
literature or other promotional material" includes, but is not
limited to, advertisements (such as material published, or designed
for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs or
billboards, motion pictures, or other public media, (e.g., on-line
networks such as the Internet or other electronic messages), sales
literature (i.e., any written communication distributed or made
generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, seminar
texts, reprints or excerpts of any other advertisements, sales
literature, or published article), educational or training materials
or other communications distributed or made generally available to
some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder
reports, and proxy materials and any other material constituting
sales literature or advertising under the NASD rules, the 1933 Act or
the 1940 Act.
4.8. The Fund and the Distributor hereby consent to the
Company's use of the names Fleet Investment Advisors Inc., The Galaxy
VIP Fund, the portfolio names designated on Schedule B or other
designated names as may be used from time to time in connection with
the marketing of the Contracts, subject to the terms of Sections 4.1
and 4.2 of this Agreement. Such consent will terminate with the
termination of this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund, the Adviser and the Distributor will pay no fee
or other compensation to the Company under this Agreement except if
the Fund or any Designated Portfolio adopts and implements a plan
pursuant to Rule 12b-1 under the 1940 Act to finance distribution
expenses, then, subject to obtaining any required exemptive orders or
other regulatory approvals, the Fund may make payments to the Company
or to the underwriter for the Contracts if and in such amounts agreed
to by the Fund in writing.
5.2. All expenses incident to performance by the Fund of this
Agreement will be paid by the Fund to the extent permitted by law.
The Fund will bear the expenses for the cost of registration and
qualification of the Fund's shares; preparation and filing of the
Fund's prospectus, statement of additional information and
registration statement, proxy materials and reports; setting in type
and printing the Fund's prospectus; setting in type and printing
proxy materials and reports by it to contractowners (including the
costs of printing a Fund prospectus that constitutes an annual
report); the preparation of all statements and notices required by
any federal or state law; all taxes on the issuance or transfer of
the Fund's shares; any expenses permitted to be paid or assumed by
the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940
Act; and all other expenses set forth in Article III of this
Agreement.
ARTICLE VI. Diversification and Qualification
---------------------------------
6.1. The Adviser will ensure that the Fund will at all times
invest money from the Contracts in such a manner as to ensure that
the Contracts will be treated as variable annuity contracts under the
Internal Revenue Code and the regulations issued thereunder. Without
limiting the scope of the foregoing, the Fund will comply with
Section 817(h) of the Internal Revenue Code and Treasury Regulation
1.817-5, as amended from time to time, relating to the
diversification requirements for variable annuity, endowment, or life
insurance contracts and any amendments or other modifications to such
Section or Regulation. In the event of a breach of this Article VI
by the Fund, it will take all reasonable steps: (a) to notify the
Company of such breach; and (b) to adequately diversify the Fund so
as to achieve compliance within the grace period afforded by Treasury
Regulation 1.817-5.
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6.2. The Fund represents that it is or will be qualified as a
Regulated Investment Company under Subchapter M of the Internal
Revenue Code, and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar
provisions) and that it will notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
6.3. The Company represents that the Contracts are currently,
and at the time of issuance shall be, treated as life insurance or
annuity insurance contracts, under applicable provisions of the
Internal Revenue Code, and that it will make every effort to maintain
such treatment, and that it will notify the Fund and the Distributor
immediately upon having a reasonable basis for believing the
Contracts have ceased to be so treated or that they might not be so
treated in the future. The Company agrees that any prospectus
offering a contract that is a "modified endowment contract" as that
term is defined in Section 7702A of the Internal Revenue Code (or any
successor or similar provision), shall identify such contract as a
modified endowment contract.
ARTICLE VII. Potential Conflicts
-------------------
7.1. The Fund Board will monitor the Fund for the existence of
any material irreconcilable conflict between the interests of the
contractowners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons,
including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private
letter ruling, no-action or interpretative letter, or any similar
action by insurance, tax, or securities regulatory authorities; (c)
an administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of any Portfolio are being
managed; (e) a difference in voting instructions given by variable
annuity contract and variable life insurance contractowners; or (f) a
decision by an insurer to disregard the voting instructions of
contractowners. The Fund Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.
7.2. The Company will report any potential or existing conflicts
of which it is aware to the Fund Board. The Company will assist the
Fund Board in carrying out its responsibilities under the Mixed and
Shared Funding Exemptive Order, by providing the Fund Board with all
information reasonably necessary for the Fund Board to consider any
issues raised. This includes, but is not limited to, an obligation
by the Company to inform the Fund Board whenever contractowner voting
instructions are disregarded.
7.3. If it is determined by a majority of the Fund Board, or a
majority of its disinterested members, that a material irreconcilable
conflict exists, the Company and other Participating Insurance
Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the disinterested Fund
Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including:
(1) withdrawing the assets allocable to some or all of the separate
accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including (but not limited to)
another Portfolio of the Fund, or submitting the question whether
such segregation should be implemented to a vote of all affected
contractowners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contractowners, life insurance
contractowners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contractowners the option of
making such a change; and (2) establishing a new registered
management investment company or managed separate account.
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7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard contractowner voting
instructions and that decision represents a minority position or
would preclude a majority vote, the Company may be required, at the
Fund's election, to withdraw the Account's investment in the Fund and
terminate this Agreement with respect to each Account; provided,
however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Fund
Board. Any such withdrawal and termination must take place within
six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six month
period the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the
Company conflicts with the majority of other state regulators, then
the Company will withdraw the affected Account's investment in the
Fund and terminate this Agreement with respect to such Account within
six months after the Fund Board informs the Company in writing that
it has determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Fund Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of
shares of the Fund.
7.6. For purposes of Section 7.3 through 7.6 of this Agreement,
a majority of the disinterested members of the Fund Board shall
determine whether any proposed action adequately remedies any
irreconcilable material conflict, but in no event will the Fund be
required to establish a new funding medium for the Contracts. The
Company shall not be required by Section 7.3 to establish a new
funding medium for the Contract if an offer to do so has been
declined by vote of a majority of Contract owners materially
adversely affected by the irreconcilable material conflict. In the
event that the Fund Board determines that any proposed action does
not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and
terminate this Agreement within six (6) months after the Fund Board
informs the Company in writing of the foregoing determination;
provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable
conflict as determined by a majority of the disinterested members of
the Fund Board.
7.7. If and to the extent the Mixed and Shared Funding Exemptive
Order or any amendment thereto contains terms and conditions
different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of
this Agreement, then the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary
to comply with the Mixed and Shared Funding Exemptive Order, and
Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement
shall continue in effect only to the extent that terms and conditions
substantially identical to such Sections are contained in the Mixed
and Shared Funding Exemptive Order or any amendment thereto. If and
to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-
3 is adopted, to provide exemptive relief from any provision of the
1940 Act or the rules promulgated thereunder with respect to mixed or
shared funding (as defined in the Mixed and Shared Funding Exemptive
Order) on terms and conditions materially different from those
contained in the Mixed and Shared Funding Exemptive Order, then (a)
the Fund and/or the Participating Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with
Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1.,
7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect
only to the
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extent that terms and conditions substantially identical
to such Sections are contained in such Rule(s) as so amended or
adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By the Company
------------------------------
(a) The Company agrees to indemnify and hold harmless the
Fund, the Adviser, the Distributor, and each person, if any, who
controls or is associated with the Fund, the Adviser or the
Distributor within the meaning of such terms under the federal
securities laws and any director, trustee, officer, partner,
employee or agent of the foregoing (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against
any and all losses, claims, expenses, damages, liabilities
(including amounts paid in settlement with the written consent
of the Company) or litigation (including reasonable legal and
other expenses), to which the Indemnified Parties may become
subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements:
(1) arise out of or are based upon any untrue
statements or alleged untrue statements of any material
fact contained in the registration statement, prospectus or
statement of additional information for the Contracts or
contained in the Contracts or sales literature or other
promotional material for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state
therein a material fact required to be stated or necessary
to make such statements not misleading in light of the
circumstances in which they were made; provided that this
agreement to indemnify will not apply as to any Indemnified
Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in
conformity with written information furnished to the
Company by the Fund, the Adviser or the Distributor for use
in the registration statement, prospectus or statement of
additional information for the Contracts or in the
Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or
representations by or on behalf of the Company or wrongful
conduct of the Company or persons under its control, with
respect to the sale or distribution of the Contracts or
Fund shares; or
(3) arise out of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, prospectus, statement of additional
information or sales literature or other promotional
material of the Fund (or amendment or supplement) or the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make
such statements not misleading in light of the
circumstances in which they were made, if such a statement
or omission was made in reliance upon and in conformity
with information furnished to the Fund by or on behalf of
the Company or persons under its control; or
(4) arise as a result of any failure by the Company
to provide the services and furnish the materials under the
terms of this Agreement; or
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(5) arise out of any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach by the Company of this Agreement;
except to the extent provided in Sections 8.1(b) and 8.3 hereof.
This indemnification will be in addition to any liability that
the Company otherwise may have.
(b) No party will be entitled to indemnification under
Section 8.1(a) to the extent such loss, claim, damage, liability
or litigation is due to the willful misfeasance, bad faith, or
gross negligence in the performance of such party's duties under
this Agreement, or by reason of such party's reckless disregard
of its obligations or duties under this Agreement by the party
seeking indemnification.
(c) The Indemnified Parties promptly will notify the
Company of the commencement of any litigation, proceedings,
complaints or actions by regulatory authorities against them in
connection with the issuance or sale of the Fund shares or the
Contracts or the operation of the Fund.
8.2. Indemnification By the Adviser, the Fund and the Distributor
------------------------------------------------------------
(a) The Adviser, the Fund and the Distributor, in each
case solely to the extent relating to such party's
responsibilities hereunder, agree to indemnify and hold harmless
the Company and each person, if any, who controls or is
associated with the Company within the meaning of such terms
under the federal securities laws and any director, trustee,
officer, partner, employee or agent of the foregoing
(collectively, the "Indemnified Parties" for purposes of this
Section 8.2) against any and all losses, claims, expenses,
damages, liabilities (including amounts paid in settlement with
the written consent of the Adviser) or litigation (including
reasonable legal and other expenses) to which the Indemnified
Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof)
or settlements:
(1) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the registration statement, prospectus or
statement of additional information for the Fund or sales
literature or other promotional material of the Fund (or
any amendment or supplement to any of the foregoing), or
arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be
stated or necessary to make such statements not misleading
in light of the circumstances in which they were made;
provided that this agreement to indemnify will not apply as
to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance
upon and in conformity with information furnished to the
Adviser, the Distributor or the Fund by or on behalf of the
Company for use in the registration statement, prospectus
or statement of additional information for the Fund or in
sales literature of the Fund (or any amendment or
supplement thereto) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or
representations or wrongful conduct of the Adviser, the
Fund or the Distributor or persons under the control of the
Adviser, the Fund or the Distributor respectively, with
respect to the sale of the Fund shares; or
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(3) arise out of any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement, prospectus, statement of additional
information or sales literature or other promotional
material covering the Contracts (or any amendment or
supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated or
necessary to make such statement or statements not
misleading in light of the circumstances in which they were
made, if such statement or omission was made in reliance
upon and in conformity with written information furnished
to the Company by the Adviser, the Fund or the Distributor
or persons under the control of the Adviser, the Fund or
the Distributor; or
(4) arise as a result of any failure by the Fund, the
Adviser or the Distributor to provide the services and
furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification
requirements and procedures related thereto specified in
Article VI of this Agreement); or
(5) arise out of or result from any material breach
of any representation and/or warranty made by the Adviser,
the Fund or the Distributor in this Agreement, or arise out
of or result from any other material breach of this
Agreement by the Adviser, the Fund or the Distributor;
except to the extent provided in Sections 8.2(b) and 8.3 hereof.
This indemnification will be in addition to any liability that
the Fund, Adviser or the Distributor otherwise may have.
(b) No party will be entitled to indemnification under
Section 8.2(a) to the extent such loss, claim, damage, liability
or litigation is due to the willful misfeasance, bad faith, or
gross negligence in the performance of such party's duties under
this Agreement, or by reason of such party's reckless disregard
of its obligations or duties under this Agreement by the party
seeking indemnification.
(c) The Indemnified Parties will promptly notify the
Adviser, the Fund and the Distributor of the commencement of any
litigation, proceedings, complaints or actions by regulatory
authorities against them in connection with the issuance or sale
of the Contracts or the operation of the account.
8.3. Indemnification Procedure
-------------------------
Any person obligated to provide indemnification under this
Article VIII ("Indemnifying Party" for the purpose of this Section
8.3) will not be liable under the indemnification provisions of this
Article VIII with respect to any claim made against a party entitled
to indemnification under this Article VIII ("Indemnified Party" for
the purpose of this Section 8.3) unless such Indemnified Party will
have notified the Indemnifying Party in writing within a reasonable
time after the summons or other first legal process giving
information of the nature of the claim will have been served upon
such Indemnified Party (or after such party will have received notice
of such service on any designated agent), but failure to notify the
Indemnifying Party of any such claim will not relieve the
Indemnifying Party from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than
on account of the indemnification provision of this Article VIII,
except to the extent that the failure to notify results in the
failure of actual notice to the Indemnifying Party and such
Indemnifying Party is damaged solely as a result of failure to give
such notice. In case any such action is brought against the
Indemnified Party, the
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Indemnifying Party will be entitled to participate, at its own expense,
in the defense thereof. The Indemnifying Party also will be entitled
to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Indemnifying Party to the
Indemnified Party of the Indemnifying Party's election to assume the
defense thereof, the Indemnified Party will bear the fees and expenses
of any additional counsel retained by it, and the Indemnifying Party
will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation, unless: (a) the Indemnifying Party and the Indemnified
Party will have mutually agreed to the retention of such counsel; or
(b) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them. The Indemnifying Party will not be liable for any settlement of
any proceeding effected without its written consent but if settled
with such consent or if there is a final judgment for the plaintiff,
the Indemnifying Party agrees to indemnify the Indemnified Party from
and against any loss or liability by reason of such settlement or
judgment. A successor by law of the parties to this Agreement will
be entitled to the benefits of the indemnification contained in this
Article VIII. The indemnification provisions contained in this
Article VIII will survive any termination of this Agreement.
8.4 Distributor Limitation on Liability. Notwithstanding the
-----------------------------------
foregoing, the Distributor shall not be liable to any party to this
Agreement for lost profits, punitive, special, incidental, indirect
or consequential damages.
ARTICLE IX. Applicable Law
--------------
9.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of
Delaware.
9.2 This Agreement shall be subject to the provisions of the
1933, 1934 and 1940 Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant (including, but not limited to, any
Mixed and Shared Funding Exemptive Order) and the terms hereof shall
be interpreted and construed in accordance therewith. If, in the
future, the Mixed and Shared Funding Exemptive Order should no longer
be necessary under applicable law, then Article VII shall no longer
apply.
ARTICLE X. Termination
-----------
10.1. This Agreement will terminate:
(a) at the option of any party, with or without cause,
with respect to some or all of the Designated Portfolios, upon
sixty (60) days' advance written notice to the other parties or,
if later, upon receipt of any required exemptive relief or
orders from the SEC, unless otherwise agreed in a separate
written agreement among the parties; or
(b) at the option of the Company, upon receipt of the
Company's written notice by the other parties, with respect to
any Designated Portfolio if shares of the Designated Portfolio
are not reasonably available to meet the requirements of the
Contracts as determined in good faith by the Company; or
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(c) at the option of the Company, upon receipt of the
Company's written notice by the other parties, with respect to
any Designated Portfolio in the event any of the Designated
Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or Federal law or such law
precludes the use of such shares as the underlying investment
media of the Contracts issued or to be issued by Company; or
(d) at the option of the Fund, upon receipt of the Fund's
written notice by the other parties, upon institution of formal
proceedings against the Company by the NASD, the SEC, the
insurance commission of any state or any other regulatory body
regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the administration of the
Contracts, the operation of the Account, or the purchase of the
Fund shares, provided that the Fund determines in its sole
judgment, exercised in good faith, that any such proceeding
would have a material adverse effect on the Company's ability to
perform its obligations under this Agreement; or
(e) at the option of the Company, upon receipt of the
Company's written notice by the other parties, upon institution
of formal proceedings against the Fund, Adviser or the
Distributor by the NASD, the SEC, or any state securities or
insurance department or any other regulatory body, provided that
the Company determines in its sole judgment, exercised in good
faith, that any such proceeding would have a material adverse
effect on the Fund's or the Distributor's ability to perform its
obligations under this Agreement; or
(f) at the option of the Company, upon receipt of the
Company's written notice by the other parties, if the Fund
ceases to qualify as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code, or under any
successor or similar provision, or if the Company reasonably and
in good faith believes that the Fund may fail to so qualify; or
(g) at the option of the Company, upon receipt of the
Company's written notice by the other parties, with respect to
any Designated Portfolio if the Fund fails to meet the
diversification requirements specified in Article VI hereof or
if the Company reasonably and in good faith believes the Fund
may fail to meet such requirements; or
(h) at the option of any party to this Agreement, upon
written notice to the other parties, upon another party's
material breach of any provision of this Agreement which
material breach is not cured within thirty (30) days of said
notice; or
(i) at the option of the Company, if the Company
determines in its sole judgment exercised in good faith, that
either the Fund, the Adviser or the Distributor has suffered a
material adverse change in its business, operations or financial
condition since the date of this Agreement or is the subject of
material adverse publicity which is likely to have a material
adverse impact upon the business and operations of the Company,
such termination to be effective sixty (60) days' after receipt
by the other parties of written notice of the election to
terminate; or
(j) at the option of the Fund or the Distributor, if the
Fund or the Distributor respectively, determines in its sole
judgment exercised in good faith, that the Company has suffered
a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the
Fund or the Adviser, such termination to be effective sixty (60)
days' after receipt by the other parties of written notice of
the election to terminate; or
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(k) at the option of the Company or the Fund upon receipt
of any necessary regulatory approvals and/or the vote of the
contractowners having an interest in the Account (or any
subaccount) to substitute the shares of another investment
company for the corresponding Designated Portfolio shares of the
Fund in accordance with the terms of the Contracts for which
those Designated Portfolio shares had been selected to serve as
the underlying investment media. The Company will give sixty
(60) days' prior written notice to the Fund of the date of any
proposed vote or other action taken to replace the Fund's
shares; or
(l) at the option of the Company or the Fund upon a
determination by a majority of the Fund Board, or a majority of
the disinterested Fund Board members, that an irreconcilable
material conflict exists among the interests of: (1) all
contractowners of variable insurance products of all separate
accounts; or (2) the interests of the Participating Insurance
Companies investing in the Fund as set forth in Article VII of
this Agreement; or
(m) at the option of the Fund in the event any of the
Contracts are not issued or sold in accordance with applicable
federal and/or state law. Termination will be effective
immediately upon such occurrence without notice.
10.2. Notice Requirement. No termination of this Agreement
------------------
will be effective unless and until the party terminating this
Agreement gives prior written notice to all other parties of its
intent to terminate, which notice will set forth the basis for the
termination.
10.3. Effect of Termination. Notwithstanding any
---------------------
termination of this Agreement, the Fund and the Distributor will, at
the option of the Company, continue to make available additional
shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of
termination of this Agreement ( hereinafter referred to as "Existing
Contracts.") . Specifically, without limitation, the owners of the
Existing Contracts will be permitted to reallocate investments in the
Portfolios (as in effect on such date), redeem investments in the
Portfolios and/or invest in the Portfolios upon the making of
additional purchase payments under the Existing Contracts.
10.4. Surviving Provisions. Notwithstanding any termination
--------------------
of this Agreement, each party's obligations under Article VIII to
indemnify other parties will survive and not be affected by any
termination of this Agreement. In addition, each party's obligations
under Section 12.7 will survive and not be affected by any
termination of this Agreement. Finally, with respect to Existing
Contracts, all provisions of this Agreement also will survive and not
be affected by any termination of this Agreement.
ARTICLE XI. Notices
-------
11.1. Any notice shall be sufficiently given when sent by
registered or certified mail to the other party at the address of
such party set forth below or at such other address as such party may
from time to time specify in writing to the other party.
If to the Fund: THE GALAXY VIP FUND
c/o William Greilich
4400 Computer Drive
Westborough, MA 01581-9896
If to the Company: First Golden American Life Insurance Company of New York
c/o Myles Tashman
-17-
<PAGE>
<PAGE>
Executive Vice President and General Counsel
230 Park Avenue, Suite 966
New York, NY 10169
If to Adviser: Fleet Investment Advisers Inc.
c/o Tom O' Neill, President
4400 Computer Drive
Westborough, MA 01581-9896
If to Distributor: First Data Distributors, Inc.
c/o President
4400 Computer Drive
Westborough, MA 01581-9896
ARTICLE XII. Miscellaneous
-------------
12.1. All persons dealing with the Fund must look solely to
the property of the Fund for the enforcement of any claims against
the Fund as neither the directors, trustees, officers, partners,
employees, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund. No Portfolio or
series of the Fund will be liable for the obligations or liabilities
of any other Portfolio or series.
12.2. The Fund, the Adviser and the Distributor acknowledge
that the identities of the customers of the Company or any of its
affiliates, except for customers of the Adviser or its affiliates
(collectively the "Company Protected Parties" for purposes of this
Section 12.2), information maintained regarding those customers, and
all computer programs and procedures or other information developed
or used by the Company Protected Parties or any of their employees or
agents in connection with the Company's performance of its duties
under this Agreement are the valuable property of the Company
Protected Parties. The Fund, the Adviser and the Distributor agree
that if they come into possession of any list or compilation of the
identities of or other information about the Company Protected
Parties' customers, or any other information or property of the
Company Protected Parties, other than such information as is publicly
available or as may be independently developed or compiled by the
Fund, the Adviser or the Distributor from information supplied to
them by the Company Protected Parties' customers who also maintain
accounts directly with the Fund, the Adviser or the Distributor, the
Fund, the Adviser and the Distributor will hold such information or
property in confidence and refrain from using, disclosing or
distributing any of such information or other property except:
(a) with the Company's prior written consent; or (b) as required by
law or judicial process. The Company acknowledges that the
identities of the customers of the Fund, the Adviser, the Distributor
or any of their affiliates (collectively the "Adviser Protected
Parties" for purposes of this Section 12.2), information maintained
regarding those customers, and all computer programs and procedures
or other information developed or used by the Adviser Protected
Parties or any of their employees or agents in connection with the
Fund's, the Adviser's or the Distributor's performance of their
respective duties under this Agreement are the valuable property of
the Adviser Protected Parties. The Company agrees that if it comes
into possession of any list or compilation of the identities of or
other information about the Adviser Protected Parties' customers, or
any other information or property of the Adviser Protected Parties,
other than such information as is publicly available or as may be
independently developed or compiled by the Company from information
supplied to them by the Adviser Protected Parties' customers who also
maintain accounts directly with the Company, the Company will hold
such information or property in confidence and refrain from using,
disclosing or distributing any of such information or other property
except: (a) with the Fund's, the Adviser's or the Distributor's prior
written
-18-
<PAGE>
<PAGE>
consent; or (b) as required by law or judicial process. Each
party acknowledges that any breach of the agreements in this Section
12.2 would result in immediate and irreparable harm to the other
parties for which there would be no adequate remedy at law and agree
that in the event of such a breach, the other parties will be
entitled to equitable relief by way of temporary and permanent
injunctions, as well as such other relief as any court of competent
jurisdiction deems appropriate.
12.3. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any
of the provisions hereof or otherwise affect their construction or
effect.
12.4. This Agreement may be executed simultaneously in two
or more counterparts, each of which taken together will constitute
one and the same instrument.
12.5. If any provision of this Agreement will be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement will not be affected thereby.
12.6. This Agreement will not be assigned by any party
hereto without the prior written consent of all the parties, except
that the Distributor may assign this Agreement to Provident
Distributors Inc. (or one of its properly qualified affiliates) with
prior written notice to all parties.
12.7. Each party to this Agreement will maintain all records
required by law, including records detailing the services it
provides. Such records will be preserved, maintained and made
available to the extent required by law and in accordance with the
1940 Act and the rules thereunder. Each party to this Agreement will
cooperate with each other party and all appropriate governmental
authorities (including without limitation the SEC, the NASD and state
insurance regulators) and will permit each other and such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the
transactions contemplated hereby. Upon request by the Fund or the
Distributor, the Company agrees to promptly make copies or, if
required, originals of all records pertaining to the performance of
services under this Agreement available to the Fund or the
Distributor, as the case may be. The Fund agrees that the Company
will have the right to inspect, audit and copy all records pertaining
to the performance of services under this Agreement pursuant to the
requirements of any state insurance department. Each party also
agrees to promptly notify the other parties if it experiences any
difficulty in maintaining the records in an accurate and complete
manner. This provision will survive termination of this Agreement.
12.8. Each party represents that the execution and delivery
of this Agreement and the consummation of the transactions
contemplated herein have been duly authorized by all necessary
corporate or board action, as applicable, by such party and when so
executed and delivered this Agreement will be the valid and binding
obligation of such party enforceable in accordance with its terms.
12.9. The parties to this Agreement may amend the schedules
to this Agreement from time to time to reflect changes in or relating
to the Contracts, the Accounts or the Designated Portfolios of the
Fund or other applicable terms of this Agreement.
12.10. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights.
12.11. The names "The Galaxy VIP Fund" and "Trustees of The
Galaxy VIP Fund" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting from
time to time under a Declaration of Trust dated May 27, 1992 which is
hereby referred to and a
-19-
<PAGE>
<PAGE>
copy of which is on file at the office of
the State Secretary of the Commonwealth of Massachusetts and at the
principal office of the Fund. The obligations of "The Galaxy VIP
Fund" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees,
Shareholders, or representatives of the Fund personally, but bind
only the Trust Property, and all persons dealing with any class of
Shares of the Fund must look solely to the Trust Property belonging
to such class for the enforcement of any claims against the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed hereto
as of the date specified below:
FIRST GOLDEN AMERICAN LIFE
INSURANCE COMPANY OF NEW
YORK:
By:/s/David L. Jacobson
------------------------
Title: Senior Vice President
---------------------
Date: January 4, 2000
----------------------
THE GALAXY VIP FUND:
By:/s/William Greilich
------------------------
Title: Vice President
---------------------
Date: 10/1/99
----------------------
FLEET INVESTMENT ADVISORS INC:
By:/s/ Tom O'Neill
------------------------
Title:President and CEO
---------------------
Date: 12/14/99
----------------------
FIRST DATA DISTRIBUTORS, INC.
By:/s/Scott Hacker
------------------------
Title: VP
---------------------
Date: 10/1/99
----------------------
-20-
<PAGE>
<PAGE>
SCHEDULE A
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
CONTRACTS AND SEPARATE ACCOUNT(S)
CONTRACT(S):
Deferred Combination Variable and Fixed Annuity
Contract -- DVA Plus featuring The Galaxy VIP Fund
SEPARATE ACCOUNT(S):
Separate Account NY-B of First Golden American
Life Insurance Company of New York
SCHEDULE B
THE GALAXY VIP FUND
DESIGNATED PORTFOLIOS
PORTFOLIOS:
Equity Fund
Growth and Income Fund
Small Company Growth Fund
Asset Allocation Fund
High Quality Bond Fund
Schedule Date: October 1, 1999
-21-
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 22(m)
FUND PARTICIPATION AGREEMENT
THE PRUDENTIAL SERIES FUND, INC.
<PAGE>
TABLE OF CONTENTS
ARTICLE I. Sale of Fund Shares..........................................4
ARTICLE II. Representations and Warranties...............................8
ARTICLE III. Prospectuses and Proxy Statements; Voting...................11
ARTICLE IV. Sales Material and Information..............................13
ARTICLE V. Fees and Expenses...........................................15
ARTICLE VI. Diversification and Qualification...........................16
ARTICLE VII. Potential Conflicts and Compliance With
Mixed and Shared Funding Exemptive Order ...................19
ARTICLE VIII. Indemnification ............................................21
ARTICLE IX. Applicable Law..............................................31
ARTICLE X. Termination.................................................31
ARTICLE XI. Notices.....................................................34
ARTICLE XII. Miscellaneous...............................................35
SCHEDULE A Contracts...................................................39
SCHEDULE B Designated Portfolios.......................................40
SCHEDULE C Expenses....................................................41
<PAGE>
PARTICIPATION AGREEMENT
-----------------------
AMONG
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK,
THE PRUDENTIAL SERIES FUND, INC.,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by
and among FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK (hereinafter
"FGALIC"), a New York life insurance company, on its own behalf and on behalf of
its SEPARATE ACCOUNT B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an
open-end management investment company organized under the laws of Maryland
(hereinafter the "Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(hereinafter the "Adviser"), a New Jersey mutual insurance company; and
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a
Delaware limited liability company.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and/or variable annuity
contracts (collectively, the "Variable Insurance Products") to be offered by
insurance companies, including FGALIC, which have entered into participation
agreements similar to this Agreement (hereinafter "Participating Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several series
of shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
2
<PAGE>
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728),
granting Participating Insurance Companies and variable annuity and variable
life insurance separate accounts exemptions from the provisions of sections
9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
life insurance companies that may or may not be affiliated with one another and
qualified pension and retirement plans ("Qualified Plans") (hereinafter the
"Mixed and Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolio(s) are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, FGALIC has registered certain variable annuity contracts supported
wholly or partially by the Account (the "Contracts") under the 1933 Act and said
Contracts are listed in Schedule A attached hereto and incorporated herein by
reference, as such Schedule may be amended from time to time by mutual written
agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of FGALIC on June
13, 1993 under the
3
<PAGE>
insurance laws of the State of New York, to set aside and invest assets
attributable to the Contracts; and
WHEREAS, FGALIC has registered the Account as a unit investment trust under
the 1940 Act and has registered the securities deemed to be issued by the
Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, FGALIC intends to purchase shares in the Portfolio(s) listed in
Schedule B attached hereto and incorporated herein by reference, as such
Schedule may be amended from time to time by mutual written agreement (the
"Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and
the Fund is authorized to sell such shares to unit investment trusts such as the
Account at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Account also intends to purchase shares in other open-end
investment companies or series thereof not affiliated with the Fund (the
"Unaffiliated Funds") on behalf of the Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, FGALIC, the
Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares.
-------------------
1.1. The Fund agrees to sell to FGALIC those shares of the Designated
Portfolio(s) which the Account orders, executing such orders on each Business
Day at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Designated Portfolios. For purposes
of this Section 1.1, FGALIC shall be the designee of the Fund for receipt of
such orders and receipt by such designee shall constitute receipt by the Fund,
provided that the Fund receives notice of any such order by 9:00 a.m. Eastern
time on the next following
4
<PAGE>
Business Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Designated Portfolio calculates
its net asset value pursuant to the rules of the SEC.
1.2. The Fund agrees to make shares of the Designated Portfolio(s)
available for purchase at the applicable net asset value per share by FGALIC and
the Account on those days on which the Fund calculates its Designated
Portfolio(s)' net asset value pursuant to rules of the SEC, and the Fund shall
calculate such net asset value on each day which the New York Stock Exchange is
open for trading. Notwithstanding the foregoing, the Board of Directors of the
Fund (hereinafter the "Board") may refuse to sell shares of any Designated
Portfolio to any person, or suspend or terminate the offering of shares of any
Designated Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
such Designated Portfolio.
1.3. The Fund will not sell shares of the Designated Portfolio(s) to any
other Participating Insurance Company separate account unless an agreement
containing provisions the substance of which are the same as Sections 2.1
(except with respect to New York law), 3.5, 3.6, 3.7, and Article VII of this
Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on FGALIC's request, any full or
fractional shares of the Fund held by FGALIC, executing such requests on each
Business Day at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. Requests for redemption identified
by FGALIC, or its agent, as being in connection with surrenders, annuitizations,
or death benefits under the Contracts, upon prior written notice, may be
executed within seven (7) calendar days after receipt by the Fund or its
designee of the requests for redemption. This Section 1.4 may be amended, in
writing, by the parties consistent with the requirements of the 1940 Act and
interpretations thereof. For purposes of this Section 1.4, FGALIC shall be the
designee of the Fund for receipt of requests for redemption and receipt
5
<PAGE>
by such designee shall constitute receipt by the Fund, provided that the Fund
receives notice of any such request for redemption by 9:00 a.m. Eastern time on
the next following Business Day.
1.5. The Parties hereto acknowledge that the arrangement contemplated by
this Agreement is not exclusive; the Fund's shares may be sold to other
Participating Insurance Companies (subject to Section 1.3) and the cash value of
the Contracts may be invested in other investment companies.
1.6. FGALIC shall pay for Fund shares by 3:00 p.m. Eastern time on the next
Business Day after an order to purchase Fund shares is made in accordance with
the provisions of Section 1.1 hereof. Payment shall be in federal funds
transmitted by wire and/or by a credit for any shares redeemed the same day as
the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund
shares by 11:00 a.m. Eastern Time on the next Business Day after a redemption
order is received in accordance with Section 1.4 hereof. Payment shall be in
federal funds transmitted by wire and/or a credit for any shares purchased the
same day as the redemption.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to FGALIC or the Account. Shares purchased
from the Fund will be recorded in an appropriate title for the Account or the
appropriate sub-account of the Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to FGALIC of any income, dividends or capital gain
distributions payable on the Designated Portfolio(s)' shares. FGALIC hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Designated Portfolio shares in additional shares of that
Designated Portfolio. FGALIC reserves the right to revoke this election and to
receive all such income dividends and capital gain distributions in cash. The
Fund shall notify FGALIC by the end of the next following Business Day of the
number of shares so issued as payment of such dividends and distributions.
6
<PAGE>
1.10. The Fund shall make the net asset value per share for each Designated
Portfolio available to FGALIC on each Business Day as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 6:00 p.m.
Eastern time. In the event of an error in the computation of a Designated
Portfolio's net asset value per share ("NAV") or any dividend or capital gain
distribution (each, a "pricing error"), the Adviser or the Fund shall
immediately notify FGALIC as soon as possible after discovery of the error. Such
notification may be verbal, but shall be confirmed promptly in writing in
accordance with Article XI of this Agreement. A pricing error shall be corrected
as follows: (a) if the pricing error results in a difference between the
erroneous NAV and the correct NAV of less than $0.01 per share, then no
corrective action need be taken; (b) if the pricing error results in a
difference between the erroneous NAV and the correct NAV equal to or greater
than $0.01 per share, but less than 1/2 of 1% of the Designated Portfolio's NAV
at the time of the error, then the Adviser shall reimburse the Designated
Portfolio for any loss, after taking into consideration any positive effect of
such error; however, no adjustments to Contractowner accounts need be made; and
(c) if the pricing error results in a difference between the erroneous NAV and
the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolio's
NAV at the time of the error, then the Adviser shall reimburse the Designated
Portfolio for any loss (without taking into consideration any positive effect of
such error) and shall reimburse FGALIC for the costs of adjustments made to
correct Contractowner accounts in accordance with the provisions of Schedule C.
If an adjustment is necessary to correct a material error which has caused
Contractowners to receive less than the amount to which they are entitled, the
number of shares of the applicable sub-account of such Contractowners will be
adjusted and the amount of any underpayments shall be credited by the Adviser to
FGALIC for crediting of such amounts to the applicable Contractowners accounts.
Upon notification by the Adviser of any overpayment due to a material error,
FGALIC shall promptly remit to Adviser any overpayment that has not been paid to
Contractowners. In no event shall FGALIC be liable to Contractowners for any
such adjustments or underpayment amounts. A pricing error within categories (b)
or (c) above shall be deemed to be "materially incorrect" or constitute a
"material error" for purposes of this Agreement.
7
<PAGE>
The standards set forth in this Section 1.10 are based on the Parties'
understanding of the views expressed by the staff of the SEC as of the date of
this Agreement. In the event the views of the SEC staff are later modified or
superseded by SEC or judicial interpretation, the parties shall amend the
foregoing provisions of this Agreement to comport with the appropriate
applicable standards, on terms mutually satisfactory to all Parties.
ARTICLE II. Representations and Warranties
------------------------------
2.1. FGALIC represents and warrants that the Contracts and the securities
deemed to be issued by the Account under the Contracts are or will be registered
under the 1933 Act; that the Contracts will be issued and sold in compliance in
all material respects with all applicable federal and state laws and that the
sale of the Contracts shall comply in all material respects with state insurance
suitability requirements. FGALIC further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established the Account prior to any issuance or
sale of units thereof as a segregated asset account under New York law, and has
registered the Account as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for the
Contracts and that it will maintain such registration for so long as any
Contracts are outstanding as required by applicable law.
2.2. The Fund represents and warrants that Designated Portfolio(s) shares
sold pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with all applicable federal
securities laws including without limitation the 1933 Act, the 1934 Act, and the
1940 Act and that the Fund is and shall remain registered under the 1940 Act.
The Fund shall amend the registration statement for its shares under the 1933
Act and the 1940 Act from time to time as required in order to effect the
continuous offering of its shares.
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1
under the 1940 Act and to impose an asset-based or other charge to finance
distribution expenses as permitted by
8
<PAGE>
applicable law and regulation. In any event, the Fund and Adviser agree to
comply with applicable provisions and SEC staff interpretations of the 1940 Act
to assure that the investment advisory or management fees paid to the Adviser by
the Fund are in accordance with the requirements of the 1940 Act. To the extent
that the Fund decides to finance distribution expenses pursuant to Rule 12b-1,
the Fund undertakes to have its Board, a majority of whom are not interested
persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under
the 1940 Act to finance distribution expenses.
2.4. The Fund represents and warrants that it will make every effort to
ensure that Designated Portfolio(s) shares will be sold in compliance with the
insurance laws of the State of New York and all applicable state insurance and
securities laws. The Fund shall register and qualify the shares for sale in
accordance with the laws of the various states if and to the extent required by
applicable law. FGALIC and the Fund will endeavor to mutually cooperate with
respect to the implementation of any modifications necessitated by any change in
state insurance laws, regulations or interpretations of the foregoing that
affect the Designated Portfolio(s) (a "Law Change"), and to keep each other
informed of any Law Change that becomes known to either party. In the event of a
Law Change, the Fund agrees that, except in those circumstances where the Fund
has advised FGALIC that its Board of Directors has determined that
implementation of a particular Law Change is not in the best interest of all of
the Fund's shareholders with an explanation regarding why such action is lawful,
any action required by a Law Change will be taken.
2.5. The Fund represents and warrants that it is lawfully organized and
validly existing under the laws of the State of Maryland and that it does and
will comply in all material respects with the 1940 Act.
2.6. The Adviser represents and warrants that it is and shall remain duly
registered under all applicable federal and state securities laws and that it
shall perform its obligations for the Fund in compliance in all material
respects with any applicable state and federal securities laws.
9
<PAGE>
2.7. The Distributor represents and warrants that it is and shall remain
duly registered under all applicable federal and state securities laws and that
it shall perform its obligations for the Fund in compliance in all material
respects with the laws of any applicable state and federal securities laws.
2.8. The Fund and the Adviser represent and warrant that all of their
respective officers, employees, investment advisers, and other individuals or
entities dealing with the money and/or securities of the Fund are, and shall
continue to be at all times, covered by one or more blanket fidelity bonds or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions
as may be promulgated from time to time. The aforesaid bonds shall include
coverage for larceny and embezzlement and shall be issued by a reputable bonding
company.
2.9. The Fund will provide FGALIC with as much advance notice as is
reasonably practicable of any material change affecting the Designated
Portfolio(s) (including, but not limited to, any material change in the
registration statement or prospectus affecting the Designated Portfolio(s)) and
any proxy solicitation affecting the Designated Portfolio(s) and consult with
FGALIC in order to implement any such change in an orderly manner, recognizing
the expenses of changes and attempting to minimize such expenses by implementing
them in conjunction with regular annual updates of the prospectus for the
Contracts. The Fund agrees to share equitably in expenses incurred by FGALIC as
a result of actions taken by the Fund, consistent with the allocation of
expenses contained in Schedule C attached hereto and incorporated herein by
reference.
2.10. FGALIC represents and warrants, for purposes other than
diversification under Section 817 of the Internal Revenue Code of 1986 as
amended ("the Code"), that the Contracts are currently and at the time of
issuance will be treated as annuity contracts under applicable provisions of the
Code, and that it will make every effort to maintain such treatment and that it
will notify the Fund, the Distributor and the Adviser immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so treated
or that they might not be so treated
10
<PAGE>
in the future. In addition, FGALIC represents and warrants that the Account is a
"segregated asset account" and that interests in the Account are offered
exclusively through the purchase of or transfer into a "variable contract"
within the meaning of such terms under Section 817 of the Code and the
regulations thereunder. FGALIC will use every effort to continue to meet such
definitional requirements, and it will notify the Fund, the Distributor and the
Adviser immediately upon having a reasonable basis for believing that such
requirements have ceased to be met or that they might not be met in the future.
FGALIC represents and warrants that it will not purchase Fund shares with assets
derived from tax-qualified retirement plans except, indirectly, through
Contracts purchased in connection with such plans.
ARTICLE III. Prospectuses and Proxy Statements; Voting.
-----------------------------------------
3.1. At least annually, the Adviser or Distributor shall provide FGALIC
with as many copies of the Fund's current prospectus for the Designated
Portfolio(s) as FGALIC may reasonably request for marketing purposes (including
distribution to Contractowners with respect to new sales of a Contract), with
expenses to be borne in accordance with Schedule C hereof. If requested by
FGALIC in lieu thereof, the Adviser, Distributor or Fund shall provide such
documentation (including a camera-ready copy and computer diskette of the
current prospectus for the Designated Portfolio(s)) and other assistance as is
reasonably necessary in order for FGALIC once each year (or more frequently if
the prospectuses for the Designated Portfolio(s) are amended) to have the
prospectus for the Contracts and the Fund's prospectus for the Designated
Portfolio(s) printed together in one document. The Fund and Adviser agree that
the prospectus (and semi-annual and annual reports) for the Designated
Portfolio(s) will describe only the Designated Portfolio(s) and will not name or
describe any other portfolios or series that may be in the Fund unless required
by law.
3.2. If applicable state or federal laws or regulations require that the
Statement of Additional Information ("SAI") for the Fund be distributed to all
Contractowners, then the Fund, Distributor and/or the Adviser shall provide
FGALIC with copies of the Fund's SAI or documentation thereof for the Designated
Portfolio(s) in such quantities, with expenses to be borne in
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<PAGE>
accordance with Schedule C hereof, as FGALIC may reasonably require to permit
timely distribution thereof to Contractowners. The Adviser, Distributor and/or
the Fund shall also provide SAIs to any Contractowner or prospective owner who
requests such SAI from the Fund (although it is anticipated that such requests
will be made to FGALIC).
3.3. The Fund, Distributor and/or Adviser shall provide FGALIC with copies
of the Fund's proxy material, reports to stockholders and other communications
to stockholders for the Designated Portfolio(s) in such quantity, with expenses
to be borne in accordance with Schedule C hereof, as FGALIC may reasonably
require to permit timely distribution thereof to Contractowners.
3.4. It is understood and agreed that, except with respect to information
regarding FGALIC provided in writing by that party, FGALIC shall not be
responsible for the content of the prospectus or SAI for the Designated
Portfolio(s). It is also understood and agreed that, except with respect to
information regarding the Fund, the Distributor, the Adviser or the Designated
Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser,
neither the Fund, the Distributor nor Adviser are responsible for the content of
the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law FGALIC shall:
(i) solicit voting instructions from Contractowners;
(ii) vote the Designated Portfolio(s) shares held in the Account in
accordance with instructions received from Contractowners: and
(iii) vote Designated Portfolio shares held in the Account for which
no instructions have been received in the same proportion as
Designated Portfolio(s) shares for which instructions have been
received from Contractowners, so long as and to the extent that
the SEC continues to interpret the 1940 Act to require
pass-through voting privileges for variable contract owners.
FGALIC reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent
permitted by law.
12
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3.6. FGALIC shall be responsible for assuring that each of its separate
accounts holding shares of a Designated Portfolio calculates voting privileges
as directed by the Fund and agreed to by FGALIC and the Fund. The Fund agrees to
promptly notify FGALIC of any changes of interpretations or amendments of the
Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings (except insofar as the SEC may interpret Section 16 of the 1940
Act not to require such meetings) or, as the Fund currently intends, comply with
Section 16(c) of the 1940 Act (although the Fund is not one of the trusts
described in Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in accordance with the
SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of directors or trustees and with whatever rules the SEC may
promulgate with respect thereto.
ARTICLE IV. Sales Material and Information.
------------------------------
4.1. FGALIC shall furnish, or shall cause to be furnished, to the Fund or
its designee, a copy of each piece of sales literature or other promotional
material that FGALIC develops or proposes to use and in which the Fund (or a
Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is
named in connection with the Contracts, at least ten (10) Business Days prior to
its use. No such material shall be used if the Fund objects to such use within
five (5) Business Days after receipt of such material.
4.2. FGALIC shall not give any information or make any representations or
statements on behalf of the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration
statement, including the prospectus or SAI for the Fund shares, as the same may
be amended or supplemented from time to time, or in sales literature or other
promotional material approved by the Fund, Distributor or Adviser, except with
the permission of the Fund, Distributor or Adviser.
13
<PAGE>
4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished,
to FGALIC, a copy of each piece of sales literature or other promotional
material in which FGALIC and/or its separate account(s) is named at least ten
(10) Business Days prior to its use. No such material shall be used if FGALIC
objects to such use within five (5) Business Days after receipt of such
material.
4.4. The Fund, the Distributor and the Adviser shall not give any
information or make any representations on behalf of FGALIC or concerning
FGALIC, the Account, or the Contracts other than the information or
representations contained in a registration statement, including the prospectus
or SAI for the Contracts, as the same may be amended or supplemented from time
to time, or in sales literature or other promotional material approved by FGALIC
or its designee, except with the permission of FGALIC.
4.5. The Fund will provide to FGALIC at least one complete copy of all
registration statements, prospectuses, SAIs, sales literature and other
promotional materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to the Designated
Portfolio(s) within a reasonable period of time following the filing of such
document(s) with the SEC or NASD or other regulatory authorities.
4.6. FGALIC will provide to the Fund at least one complete copy of all
registration statements, prospectuses, SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions, requests for no-action letters, and all amendments to any of the
above, that relate to the Contracts or the Account, contemporaneously with the
filing of such document(s) with the SEC, NASD, or other regulatory authority.
4.7. For purposes of Articles IV and VIII, the phrase "sales literature and
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media; e.g.,
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<PAGE>
on-line networks such as the Internet or other electronic media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and shareholder reports, and proxy
materials (including solicitations for voting instructions) and any other
material constituting sales literature or advertising under the NASD rules, the
1933 Act or the 1940 Act.
4.8. At the request of any party to this Agreement, each other party will
make available to the other party's independent auditors and/or representative
of the appropriate regulatory agencies, all records, data and access to
operating procedures that may be reasonably requested in connection with
compliance and regulatory requirements related to this Agreement or any party's
obligations under this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund and the Adviser shall pay no fee or other compensation to
FGALIC under this Agreement, and FGALIC shall pay no fee or other compensation
to the Fund or Adviser under this Agreement, although the parties hereto will
bear certain expenses in accordance with Schedule C, Articles III, V, and other
provisions of this Agreement.
5.2. All expenses incident to performance by the Fund, the Distributor and
the Adviser under this Agreement shall be paid by the appropriate party, as
further provided in Schedule C. The Fund shall see to it that all shares of the
Designated Portfolio(s) are registered and authorized for issuance in accordance
with applicable federal law and, if and to the extent required, in accordance
with applicable state laws prior to their sale.
15
<PAGE>
5.3. The parties shall bear the expenses of routine annual distribution
(mailing costs) of the Fund's prospectus and distribution (mailing costs) of the
Fund's proxy materials and reports to owners of Contracts offered by FGALIC, in
accordance with Schedule C.
ARTICLE VI. Diversification and Qualification.
---------------------------------
6.1. The Fund, the Distributor and the Adviser represent and warrant that
the Fund will at all times sell its shares and invest its assets in such a
manner as to ensure that the Contracts will be treated as annuity contracts
under the Code, and the regulations issued thereunder. Without limiting the
scope of the foregoing, the Fund, Distributor and Adviser represent and warrant
that the Fund and each Designated Portfolio thereof will at all times comply
with Section 817(h) of the Code and Treasury Regulation ss.1.817-5, as amended
from time to time, and any Treasury interpretations thereof, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications or successor provisions to
such Section or Regulations. The Fund, the Distributor and the Adviser agree
that shares of the Designated Portfolio(s) will be sold only to Participating
Insurance Companies and their separate accounts and to Qualified Plans.
6.2. No shares of any Designated Portfolio of the Fund will be sold to the
general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that
the Fund and each Designated Portfolio is currently qualified as a Regulated
Investment Company under Subchapter M of the Code, and that each Designated
Portfolio will maintain such qualification (under Subchapter M or any successor
or similar provisions) as long as this Agreement is in effect.
6.4. The Fund, Distributor or Adviser will notify FGALIC immediately upon
having a reasonable basis for believing that the Fund or any Designated
Portfolio has ceased to comply
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<PAGE>
with the aforesaid Section 817(h) diversification or Subchapter M qualification
requirements or might not so comply in the future.
6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4
hereof and without in any way limiting or restricting any other remedies
available to FGALIC, the Adviser or Distributor will pay all costs associated
with or arising out of any failure, or any anticipated or reasonably foreseeable
failure, of the Fund or any Designated Portfolio to comply with Sections 6.1,
6.2, or 6.3 hereof, including all costs associated with reasonable and
appropriate corrections or responses to any such failure; such costs may
include, but are not limited to, the costs involved in creating, organizing, and
registering a new investment company as a funding medium for the Contracts
and/or the costs of obtaining whatever regulatory authorizations are required to
substitute shares of another investment company for those of the failed
Portfolio (including but not limited to an order pursuant to Section 26(b) of
the 1940 Act).
6.6. FGALIC agrees that if the Internal Revenue Service ("IRS") asserts in
writing in connection with any governmental audit or review of FGALIC or, to
FGALIC's knowledge, of any Contractowner that any Designated Portfolio has
failed to comply with the diversification requirements of Section 817(h) of the
Code or FGALIC otherwise becomes aware of any facts that could give rise to any
claim against the Fund, Distributor or Adviser as a result of such a failure or
alleged failure:
(a) FGALIC shall promptly notify the Fund, the Distributor and the Adviser
of such assertion or potential claim;
(b) FGALIC shall consult with the Fund, the Distributor and the Adviser as
to how to minimize any liability that may arise as a result of such failure
or alleged failure;
(c) FGALIC shall use its best efforts to minimize any liability of the
Fund, the Distributor and the Adviser resulting from such failure,
including, without limitation, demonstrating,
17
<PAGE>
pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the
commissioner of the IRS that such failure was inadvertent;
(d) any written materials to be submitted by FGALIC to the IRS, any
Contractowner or any other claimant in connection with any of the foregoing
proceedings or contests (including, without limitation, any such materials
to be submitted to the IRS pursuant to Treasury Regulations, Section
1.817-5(a)(2)) shall be provided by FGALIC to the Fund, the Distributor and
the Adviser (together with any supporting information or analysis) within
at least two (2) business days prior to submission;
(e) FGALIC shall provide the Fund, the Distributor and the Adviser with
such cooperation as the Fund, the Distributor and the Adviser shall
reasonably request (including, without limitation, by permitting the Fund,
the Distributor and the Adviser to review the relevant books and records of
FGALIC) in order to facilitate review by the Fund, the Distributor and the
Adviser of any written submissions provided to it or its assessment of the
validity or amount of any claim against it arising from such failure or
alleged failure;
(f) FGALIC shall not with respect to any claim of the IRS or any
Contractowner that would give rise to a claim against the Fund, the
Distributor and the Adviser (i) compromise or settle any claim, (ii) accept
any adjustment on audit, or (iii) forego any allowable administrative or
judicial appeals, without the express written consent of the Fund, the
Distributor and the Adviser, which shall not be unreasonably withheld;
provided that, FGALIC shall not be required to appeal any adverse judicial
decision unless the Fund and the Adviser shall have provided an opinion of
independent counsel to the effect that a reasonable basis exists for taking
such appeal; and further provided that the Fund, the Distributor and the
Adviser shall bear the costs and expenses, including reasonable attorney's
fees, incurred by FGALIC in complying with this clause (f).
18
<PAGE>
ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding
----------------------------------------------------------------
Exemptive Order
- ---------------
7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Designated Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners or by contract owners of different Participating Insurance
Companies; or (f) a decision by a Participating Insurance Company to disregard
the voting instructions of contract owners. The Board shall promptly inform
FGALIC if it determines that an irreconcilable material conflict exists and the
implications thereof.
7.2. FGALIC will report any potential or existing conflicts of which it is
aware to the Board. FGALIC will assist the Board in carrying out its
responsibilities under the Mixed and Shared Funding Exemptive Order, by
providing the Board with all information reasonably necessary for the Board to
consider any issues raised. This includes, but is not limited to, an obligation
by FGALIC to inform the Board whenever contract owner voting instructions are to
be disregarded. Such responsibilities shall be carried out by FGALIC with a view
only to the interests of its Contractowners.
7.3. If it is determined by a majority of the Board, or a majority of its
directors who are not interested persons of the Fund, the Distributor, the
Adviser or any sub-adviser to any of the Designated Portfolios (the "Independent
Directors"), that a material irreconcilable conflict exists, FGALIC and other
Participating Insurance Companies shall, at their expense and to the extent
reasonably practicable (as determined by a majority of the Independent
Directors), take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, up to and including:
19
<PAGE>
(1) withdrawing the assets allocable to some or all of the separate accounts
from the Fund or any Designated Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another portfolio of
the Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected contract owners the option of making such a change; and
(2) establishing a new registered management investment company or managed
separate account.
7.4. If a material irreconcilable conflict arises because of a decision by
FGALIC to disregard Contractowner voting instructions and that decision
represents a minority position or would preclude a majority vote, FGALIC may be
required, at the Fund's election, to withdraw the Account's investment in the
Fund and terminate this Agreement; provided, however that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the Independent
Directors. Any such withdrawal and termination must take place within six (6)
months after the Fund gives written notice that this provision is being
implemented, and until the end of that six month period the Adviser, the
Distributor and the Fund shall continue to accept and implement orders by FGALIC
for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to FGALIC conflicts with the
majority of other state regulators, then FGALIC will withdraw the Account's
investment in the Fund and terminate this Agreement within six months after the
Board informs FGALIC in writing that it has determined that such decision has
created an irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Until the end of the foregoing six month
period, the Fund shall continue to accept and implement orders by FGALIC for the
purchase (and redemption) of shares of the Fund.
20
<PAGE>
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
FGALIC shall not be required by Section 7.3 to establish a new funding medium
for the Contracts if an offer to do so has been declined by vote of a majority
of Contractowners affected by the irreconcilable material conflict. In the event
that the Board determines that any proposed action does not adequately remedy
any irreconcilable material conflict, then FGALIC will withdraw the Account's
investment in the Fund and terminate this Agreement within six (6) months after
the Board informs FGALIC in writing of the foregoing determination; provided,
however, that such withdrawal and termination shall be limited to the extent
required by any such material irreconcilable conflict as determined by a
majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Mixed and Shared Funding Exemptive Order) on terms and
conditions materially different from those contained in the Mixed and Shared
Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the
extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3,
7.4, and 7.5 of this Agreement shall continue in effect only to the extent that
terms and conditions substantially identical to such Sections are contained in
such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By FGALIC
-------------------------
8.1(a). FGALIC agrees to indemnify and hold harmless the Fund, the
Distributor and the Adviser and each of their respective officers and directors
or trustees and each person, if any, who
21
<PAGE>
controls the Fund, Distributor or Adviser within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.1) against any and all losses, claims, expenses, damages and
liabilities (including amounts paid in settlement with the written consent of
FGALIC) or litigation (including reasonable legal and other expenses) to which
the Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, expenses, damages or
liabilities (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the registration
statement or prospectus or SAI covering the Contracts or contained in
the Contracts or sales literature or other promotional material for
the Contracts (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, PROVIDED that this Agreement to indemnify shall not apply
as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and in
conformity with information furnished in writing to FGALIC by or on
behalf of the Adviser, Distributor or Fund for use in the registration
statement or prospectus for the Contracts or in the Contracts or sales
literature or other promotional material (or any amendment or
supplement to any of the foregoing) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus or sales literature or other promotional
material of the Fund not supplied by FGALIC or persons under its
control) or wrongful conduct of FGALIC or persons under its control,
with respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
or sales literature or other promotional material of the Fund, or any
amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon information
furnished in writing to the Fund by or on behalf of FGALIC; or
(iv) arise as a result of any failure by FGALIC to provide the services and
furnish the materials under the terms of this Agreement; or
22
<PAGE>
(v) arise out of or result from any material breach of any representation
and/or warranty made by FGALIC in this Agreement or arise out of or
result from any other material breach of this Agreement by FGALIC,
including without limitation Section 2.10 and Section 6.6 hereof,
as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.
8.1(b). FGALIC shall not be liable under this indemnification provision
with respect to any losses, claims, expenses, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.1(c). FGALIC shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified FGALIC in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Party (or after such
Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify FGALIC of any such claim shall not relieve FGALIC
from any liability which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this indemnification provision,
except to the extent that FGALIC has been prejudiced by such failure to give
notice. In case any such action is brought against the Indemnified Parties,
FGALIC shall be entitled to participate, at its own expense, in the defense of
such action. FGALIC also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After notice from FGALIC
to such party of FGALIC's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and FGALIC will not be liable to such party under this Agreement
for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
23
<PAGE>
8.1(d). The Indemnified Parties will promptly notify FGALIC of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.
8.2. Indemnification by the Adviser.
------------------------------
8.2(a). The Adviser agrees to indemnify and hold harmless FGALIC and its
directors and officers and each person, if any, who controls FGALIC within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.2) against any and all losses, claims, expenses,
damages, liabilities (including amounts paid in settlement with the written
consent of the Adviser) or litigation (including reasonable legal and other
expenses) to which the Indemnified Parties may become subject under any statute
or regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the Fund's shares or the Contracts
and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or SAI or sales literature or other promotional material
of the Fund prepared by the Fund, the Distributor or the Adviser (or
any amendment or supplement to any of the foregoing), or arise out of
or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, PROVIDED that this
Agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished in
writing to the Adviser, the Distributor or the Fund by or on behalf of
FGALIC for use in the registration statement, prospectus or SAI for
the Fund or in sales literature or other promotional material (or any
amendment or supplement to any of the foregoing) or otherwise for use
in connection with the sale of the Contracts or the Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, SAI or sales literature or other promotional
material for the Contracts not supplied by the Adviser or persons
under its control) or wrongful conduct of the Fund, the Distributor or
the Adviser or persons under their control, with respect to the sale
or distribution of the Contracts or Fund shares; or
24
<PAGE>
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
or sales literature or other promotional material covering the
Contracts, or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished in writing to FGALIC by or on
behalf of the Adviser, the Distributor or the Fund; or
(iv) arise as a result of any failure by the Fund, the Distributor or the
Adviser to provide the services and furnish the materials under the
terms of this Agreement (including a failure, whether unintentional or
in good faith or otherwise, to comply with the diversification and
other qualification requirements specified in Article VI of this
Agreement); or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Fund, the Distributor or the Adviser in
this Agreement or arise out of or result from any other material
breach of this Agreement by the Adviser, the Distributor or the Fund;
or
(vi) arise out of or result from the incorrect or untimely calculation or
reporting by the Fund, the Distributor or the Adviser of the daily net
asset value per share (subject to Section 1.10 of this Agreement) or
dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof. This indemnification is in addition to and apart from the
responsibilities and obligations of the Adviser specified in Article VI hereof.
8.2(b). The Adviser shall not be liable under this indemnification
provision with respect to any losses, claims, expenses, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.2(c). The Adviser shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Adviser in writing within a
reasonable time after the summons or other first legal process giving
25
<PAGE>
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision, except to the extent that the Adviser
has been prejudiced by such failure to give notice. In case any such action is
brought against the Indemnified Parties, the Adviser will be entitled to
participate, at its own expense, in the defense thereof. The Adviser also shall
be entitled to assume the defense thereof, with counsel satisfactory to the
party named in the action. After notice from the Adviser to such party of the
Adviser's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Adviser will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.
8.2(d). FGALIC agrees promptly to notify the Adviser of the commencement of
any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the
Account.
8.3. Indemnification By the Fund.
---------------------------
8.3(a). The Fund agrees to indemnify and hold harmless FGALIC and its
directors and officers and each person, if any, who controls FGALIC within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of this Section 8.3) against any and all losses, claims, expenses,
damages and liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including reasonable legal and other
expenses) to which the Indemnified Parties may be required to pay or become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, expenses, damages, liabilities or expenses (or actions in
respect thereof) or settlements, are related to the operations of the Fund and:
26
<PAGE>
(i) arise as a result of any failure by the Fund to provide the services
and furnish the materials under the terms of this Agreement (including
a failure, whether unintentional or in good faith or otherwise, to
comply with the diversification and other qualification requirements
specified in Article VI of this Agreement); or
(ii) arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or arise out of or
result from any other material breach of this Agreement by the Fund;
or
(iii) arise out of or result from the incorrect or untimely calculation or
reporting of the daily net asset value per share (subject to Section
1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, expenses, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
any of the Indemnified Parties.
8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve it from any liability which it may have to the Indemnified Party against
whom such action is brought otherwise than on account of this indemnification
provision, except to the extent that the Fund has been prejudiced by such
failure to give notice. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund shall also be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the
27
<PAGE>
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Fund will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
8.3(d). FGALIC agrees promptly to notify the Fund of the commencement of
any litigation or proceeding against itself or any of its respective officers or
directors in connection with the Agreement, the issuance or sale of the
Contracts, the operation of the Account, or the sale or acquisition of shares of
the Fund.
8.4. Indemnification by the Distributor.
----------------------------------
8.4(a). The Distributor agrees to indemnify and hold harmless FGALIC and
its directors and officers and each person, if any, who controls FGALIC within
the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.4) against any and all losses, claims,
expenses, damages and liabilities (including amounts paid in settlement with the
written consent of the Distributor) or litigation (including reasonable legal
and other expenses) to which the Indemnified Parties may become subject under
any statute or regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or prospectus or SAI or sales literature or other promotional material
of the Fund prepared by the Fund, Adviser or Distributor (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, PROVIDED that this Agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged statement or omission was made
in reliance upon and in conformity with information furnished in
writing to the Adviser, the Distributor or Fund by or on behalf of
FGALIC for use in the registration statement or SAI or prospectus for
the Fund or in sales literature or other promotional material (or any
amendment or supplement
28
<PAGE>
to any of the foregoing) or otherwise for use in connection with the
sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other
than statements or representations contained in the registration
statement, prospectus, SAI, sales literature or other promotional
material for the Contracts not supplied by the Distributor or persons
under its control) or wrongful conduct of the Fund, the Distributor or
Adviser or persons under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus, SAI,
sales literature or other promotional material covering the Contracts,
or any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement or statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished in writing to FGALIC by or on
behalf of the Adviser, the Distributor or Fund; or
(iv) arise as a result of any failure by the Fund, Adviser or Distributor
to provide the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification and other
qualification requirements specified in Article VI of this Agreement);
or
(v) arise out of or result from any material breach of any representation
and/or warranty made by the Fund, Adviser or Distributor in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Fund, Adviser or Distributor; or
(vi) arise out of or result from the incorrect or untimely calculation or
reporting of the daily net asset value per share (subject to Section
1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.4(b) and
8.4(c) hereof. This indemnification is in addition to and apart from the
responsibilities and obligations of the Distributor specified in Article VI
hereof.
8.4(b). The Distributor shall not be liable under this indemnification
provision with respect to any losses, claims, expenses, damages, liabilities or
litigation to which an Indemnified Party would otherwise be subject by reason of
such Indemnified Party's willful misfeasance, bad faith, or
29
<PAGE>
negligence in the performance or such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to any of the Indemnified Parties.
8.4(c) The Distributor shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Distributor of
any such claim shall not relieve the Distributor from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision, except to the extent that the
Distributor has been prejudiced by such failure to give notice. In case any such
action is brought against the Indemnified Parties, the Distributor will be
entitled to participate, at its own expense, in the defense thereof. The
Distributor also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Distributor
to such party of the Distributor's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Distributor will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
8.4(d) FGALIC agrees to promptly notify the Distributor of the commencement
of any litigation or proceedings against it or any of its officers or directors
in connection with the issuance or sale of the Contracts or the operation of the
Account.
30
<PAGE>
ARTICLE IX. Applicable Law.
---------------
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of New Jersey,
without regard to the New Jersey Conflict of Laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, the Mixed and Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination.
------------
10.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to
some or all Designated Portfolios, upon sixty (60) days advance
written notice delivered to the other parties; provided, however, that
such notice shall not be given earlier than six (6) months following
the date of this Agreement; or
(b) at the option of FGALIC by written notice to the other parties
with respect to any Designated Portfolio based upon FGALIC's
determination that shares of such Designated Portfolio are not
reasonably available to meet the requirements of the Contracts; or
(c) at the option of FGALIC by written notice to the other parties
with respect to any Designated Portfolio in the event any of the
Designated Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law
precludes the use of such shares as the underlying investment media of
the Contracts issued or to be issued by FGALIC; or
(d) at the option of the Fund, Distributor or Adviser in the event
that formal administrative proceedings are instituted against FGALIC
by the NASD, the SEC, the Insurance Commissioner or like official of
any state or any other regulatory body regarding FGALIC's duties under
this Agreement or related to the sale of the Contracts, the operation
of any Account, or the purchase of the Fund shares, if, in each case,
the Fund, Distributor or Adviser, as the case may be, reasonably
31
<PAGE>
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of FGALIC to perform its obligations under this Agreement;
or
(e) at the option of FGALIC in the event that formal administrative
proceedings are instituted against the Fund, the Distributor or the
Adviser by the NASD, the SEC, or any state securities or insurance
department or any other regulatory body, if FGALIC reasonably
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of the Fund, the Distributor or the Adviser to perform
their obligations under this Agreement; or
(f) at the option of FGALIC by written notice to the Fund with respect
to any Designated Portfolio if FGALIC reasonably believes that the
Designated Portfolio will fail to meet the Section 817(h)
diversification requirements or Subchapter M qualifications specified
in Article VI hereof; or
(g) at the option of either the Fund, the Distributor or the Adviser,
if (i) the Fund, Distributor or Adviser, respectively, shall
determine, in its sole judgment reasonably exercised in good faith,
that FGALIC has suffered a material adverse change in its business or
financial condition or is the subject of material adverse publicity
and that material adverse change or publicity will have a material
adverse impact on FGALIC's ability to perform its obligations under
this Agreement, (ii) the Fund, Distributor or Adviser notifies FGALIC
of that determination and its intent to terminate this Agreement, and
(iii) after considering the actions taken by FGALIC and any other
changes in circumstances since the giving of such a notice, the
determination of the Fund, Distributor or Adviser shall continue to
apply on the sixtieth (60th) day following the giving of that notice,
which sixtieth day shall be the effective date of termination; or
(h) at the option of FGALIC, if (i) FGALIC shall determine, in its
sole judgment reasonably exercised in good faith, that the Fund,
Distributor or Adviser has suffered a material adverse change in its
business or financial condition or is the subject of material adverse
publicity and that material adverse change or publicity will have a
material adverse impact on the Fund's, Distributor's or Adviser's
ability to perform its obligations under this Agreement, (ii) FGALIC
notifies the Fund, Distributor or Adviser, as appropriate, of that
determination and its intent to terminate this Agreement, and (iii)
after considering the actions taken by the Fund, Distributor or
Adviser and any other changes in circumstances since the giving of
such a notice, the determination of FGALIC shall continue to apply on
the sixtieth (60th) day following the giving of that notice, which
sixtieth day shall be the effective date of termination; or
(i) at the option of any non-defaulting party hereto in the event of a
material breach of this Agreement by any party hereto (the "defaulting
party") other than as
32
<PAGE>
described in Section 10.1(a)-(j); provided, that the non-defaulting
party gives written notice thereof to the defaulting party, with
copies of such notice to all other non-defaulting parties, and if such
breach shall not have been remedied within thirty (30) days after such
written notice is given, then the non-defaulting party giving such
written notice may terminate this Agreement by giving thirty (30) days
written notice of termination to the defaulting party; or
(j) at any time upon written agreement of all parties to this
Agreement.
10.2. Notice Requirement.
------------------
No termination of this Agreement shall be effective unless and until the party
terminating this Agreement gives prior written notice to all other parties of
its intent to terminate, which notice shall set forth the basis for the
termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article
VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this
Agreement, the prior written notice shall be given in advance of the
effective date of termination as required by those provisions unless such
notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section
10.1(d), 10.1(e) or 10.1(i) of this Agreement, the prior written notice
shall be given at least sixty (60) days before the effective date of
termination; and
(c) in the event any termination is based upon the provisions of Section
10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in
advance of the effective date of termination, which date shall be
determined by the party sending the notice.
10.3. Effect of Termination.
---------------------
Notwithstanding any termination of this Agreement, other than as a result of a
failure by either the Fund or FGALIC to meet Section 817(h) of the Code
diversification requirements, the Fund, the Distributor and the Adviser shall,
at the option of FGALIC, continue to make available additional
33
<PAGE>
shares of the Designated Portfolio(s) pursuant to the terms and conditions of
this Agreement, for all Contracts in effect on the effective date of termination
of this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, without limitation, the owners of the Existing Contracts shall be
permitted to reallocate investments in the Designated Portfolio(s), redeem
investments in the Designated Portfolio(s) and/or invest in the Designated
Portfolio(s) upon the making of additional purchase payments under the Existing
Contracts. The parties agree that this Section 10.3 shall not apply to any
terminations under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement.
10.4. Surviving Provisions. Notwithstanding any termination of this
Agreement, each party's obligations under Article VIII to indemnify other
parties shall survive and not be affected by any termination of this Agreement.
In addition, with respect to Existing Contracts, all provisions of this
Agreement shall also survive and not be affected by any termination of this
Agreement.
ARTICLE XI. Notices.
--------
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other parties.
If to the Fund:
The Prudential Series Fund, Inc.
Gateway Center Three
100 Mulberry Street, 4th Floor
Newark, NJ 07102-4077
Attention: Secretary
If to the Adviser:
The Prudential Insurance Company of America
751 Broad Street, 21st Floor
Newark, NJ 07102
Attention: Secretary
34
<PAGE>
If to the Distributor:
Prudential Investment Management Services LLC
Gateway Center Three
100 Mulberry Street, 14th Floor
Newark, NJ 07102-4077
Attention: Secretary
If to FGALIC:
Myles R. Tashman
Executive Vice President, General Counsel & Secretary
ING Variable Annuities
1475 Dunwoody Drive
West Chester, PA 19380
ARTICLE XII. Miscellaneous.
-------------
12.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party until such time as such information may come into the
public domain. Without limiting the foregoing, no party hereto shall disclose
any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
35
<PAGE>
12.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
12.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the New York Commissioner of Insurance with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the variable annuity
operations of FGALIC are being conducted in a manner consistent with the New
York Variable Annuity Regulations and any other applicable law or regulations.
12.6. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, shall be settled by arbitration in a forum jointly
selected by the relevant parties (but if applicable law requires some other
forum, then such other forum) in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto.
12.9. FGALIC agrees that the obligations assumed by the Fund, Distributor
and the Adviser pursuant to this Agreement shall be limited in any case to the
Fund, Distributor and Adviser and their respective assets and FGALIC shall not
seek satisfaction of any such obligation
36
<PAGE>
from the shareholders of the Fund, Distributor or the Adviser, the Directors,
officers, employees or agents of the Fund, Distributor or Adviser, or any of
them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations
assumed by FGALIC pursuant to this Agreement shall be limited in any case to
FGALIC and its assets and neither the Fund, Distributor nor Adviser shall seek
satisfaction of any such obligation from the shareholders of FGALIC, the
directors, officers, employees or agents of the FGALIC, or any of them.
12.11. No provision of this Agreement may be deemed or construed to modify
or supersede any contractual rights, duties, or indemnifications, as between the
Adviser and the Fund, and the Distributor and the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.
FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
By its authorized officer,
By: /s/ David L. Jacobson
-----------------------------
Title: Senior Vice President
--------------------------
Date: April 25, 2000
---------------------------
THE PRUDENTIAL SERIES FUND, INC.
By its authorized officer,
By: /s/ John R. Strangfeld
-----------------------------
Title: President
--------------------------
Date: April 25, 2000
---------------------------
37
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By its authorized officer,
By: /s/ John R. Strangfeld
-----------------------------
Title: Executive Vice President
--------------------------
Date: April 25, 2000
---------------------------
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By its authorized officer,
By: /s/ Robert F. Gunia
-----------------------------
Title: President
--------------------------
Date: April 25, 2000
---------------------------
38
<PAGE>
SCHEDULE A
----------
Contracts
- ---------
All Deferred Variable Annuity Contracts Issued By First Golden American Life
Insurance Company of New York Separate Account NY-B
39
<PAGE>
SCHEDULE B
----------
Designated Portfolio(s)
- -----------------------
Prudential Series Fund, Inc.--Prudential Jennison Portfolio
40
<PAGE>
SCHEDULE C
EXPENSES
--------
The Fund and/or the Distributor and/or Adviser, and FGALIC will coordinate the
functions and pay the costs of the completing these functions based upon an
allocation of costs in the tables below. Costs shall be allocated to reflect the
Fund's share of the total costs determined according to the number of pages of
the Fund's respective portions of the documents.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mutual Fund Printing of combined FGALIC FGALIC
Prospectus prospectuses
- --------------------------------------------------------------------------------------------------
Fund, Distributor or FGALIC Fund, Distributor or
Adviser shall supply Adviser, as
FGALIC with such
numbers of the
Designated
Portfolio(s)
prospectus(es) as
FGALIC shall reasonably
request
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
(including postage) to
New and Inforce
Clients
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
(including postage) to
Prospective Clients
- --------------------------------------------------------------------------------------------------
Product Prospectus Printing and FGALIC FGALIC
Distribution for
Inforce and
Prospective Clients
- --------------------------------------------------------------------------------------------------
41
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Mutual Fund If Required by Fund, Fund, Distributor or Fund, Distributor or
Prospectus Update & Distributor or Adviser Adviser
Distribution Adviser
- --------------------------------------------------------------------------------------------------
If Required by FGALIC FGALIC (Fund, FGALIC
Distributor or
Adviser to provide
FGALIC with document
in PDF format)
- --------------------------------------------------------------------------------------------------
Product Prospectus If Required by Fund, FGALIC Fund, Distributor or
Update & Distributor or Adviser
Distribution Adviser
- --------------------------------------------------------------------------------------------------
If Required by FGALIC FGALIC FGALIC
- --------------------------------------------------------------------------------------------------
Mutual Fund SAI Printing Fund, Distributor or Fund, Distributor or
Adviser Adviser
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
(including postage)
- --------------------------------------------------------------------------------------------------
Product SAI Printing FGALIC FGALIC
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
- --------------------------------------------------------------------------------------------------
Proxy Material for Printing if proxy Fund, Distributor or Fund, Distributor or
Mutual Fund: required by Law Adviser Adviser
- --------------------------------------------------------------------------------------------------
Distribution FGALIC Fund, Distributor or
(including labor)if Adviser
proxy required by
Law
- --------------------------------------------------------------------------------------------------
Printing & FGALIC FGALIC
distribution if
required by FGALIC
- --------------------------------------------------------------------------------------------------
Mutual Fund Annual Printing of reports Fund, Distributor or Fund, Distributor or
& Semi-Annual Adviser (Designated Adviser
Report Portfolio only)
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
- --------------------------------------------------------------------------------------------------
42
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Other communication If Required by the FGALIC Fund, Distributor or
to New and Fund, Distributor or Adviser
Prospective clients Adviser
- --------------------------------------------------------------------------------------------------
If Required by FGALIC FGALIC FGALIC
- --------------------------------------------------------------------------------------------------
Other communication Distribution FGALIC Fund, Distributor
to inforce (including labor and or Adviser
printing) if required
by the Fund,
Distributor or
Adviser
- --------------------------------------------------------------------------------------------------
Distribution FGALIC FGALIC
(including labor and
printing)if required by
FGALIC
- --------------------------------------------------------------------------------------------------
Errors in Share Price Cost of error to FGALIC Fund or Adviser
calculation pursuant participants
to Section 1.10
- --------------------------------------------------------------------------------------------------
Cost of reasonable FGALIC Fund or Adviser
expenses related to
administrative work
to correct error
- --------------------------------------------------------------------------------------------------
Operations of the All operations and Fund, Distributor or Fund or Adviser
Fund related expenses, Adviser
including the cost of
registration and
qualification of
shares, taxes on the
issuance or transfer
of shares, cost of
management of the
business affairs of the
Fund, and expenses
paid or assumed by
the fund pursuant to
any Rule 12b-1 plan
- --------------------------------------------------------------------------------------------------
43
<PAGE>
- --------------------------------------------------------------------------------------------------
PARTY
PARTY RESPONSIBLE RESPONSIBLE FOR
ITEM FUNCTION FOR COORDINATION EXPENSE
- --------------------------------------------------------------------------------------------------
Operations of the Federal registration FGALIC FGALIC
Account of units of separate
account (24f-2 fees)
- --------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE>
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 22(n)
PARTICIPATION AGREEMENT
-----------------------
AMONG
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK,
ING VARIABLE INSURANCE TRUST,
ING MUTUAL FUNDS MANAGEMENT CO. LLC
AND
ING FUNDS DISTRIBUTOR, INC.
THIS AGREEMENT, dated as of the 28th day of April 2000, by and among First
Golden American Life Insurance Company of New York(the "Company"), a life
insurance company organized under the laws of the State of New York, on its own
behalf and on behalf of each separate account of the Company set forth on
Schedule A hereto as may be amended from time to time (each such account
hereinafter referred to as the "Account"), ING Variable Insurance Trust (the
"Fund"), a management investment company and business trust organized under the
laws of the State of Delaware, ING Mutual Funds Management Co. LLC (the
"Adviser"), a limited liability company organized under the laws of the State of
Delaware, and ING Funds Distributors, Inc. (the "Distributor"), a corporation
organized under the laws of the State of Iowa.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance and variable annuity contracts (the
"Variable Insurance Products") to be offered by insurance companies which have
entered into participation agreements with the Fund, Adviser and Distributor
("Participating Insurance Companies");
WHEREAS, the shares of beneficial interest of the Fund are divided into
several series of shares, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities and other assets;
WHEREAS, the Fund has obtained, or will obtain before entering into a
Participation Agreement with any other party, an order from the Securities and
Exchange Commission (the "SEC") granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions from
the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment
Company Act of 1940, as amended, (the "1940 Act") and Rules 6e-2(b)(15) and
6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of
the Fund to be sold to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life insurance companies
(the "Mixed and Shared Funding Exemptive Order"), and the parties to this
Agreement agree to comply with the conditions or undertakings specified in the
Mixed and Shared Funding Exemptive Order to the extent applicable to each such
party;
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (the "1933 Act");
<PAGE>
WHEREAS, the Adviser, which serves as investment adviser to the Designated
Portfolios (as hereinafter defined) of the Fund, is duly registered as an
investment adviser under the federal Investment Advisers Act of 1940, as
amended;
WHEREAS, the Company has registered or will register certain variable
annuity contracts (the "Contracts") under the 1933 Act;
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by the Company under the insurance laws of the State of
Delaware, to set aside and invest assets attributable to the Contracts;
WHEREAS, the Company has registered the Account as a unit investment trust
under the 1940 Act;
WHEREAS, the Company has issued or will issue certain variable life
insurance and/or variable annuity contracts supported wholly or partially by the
Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,
as it may be amended from time to time by mutual written agreement;
WHEREAS, the Distributor, which serves as distributor to the Fund, is
registered as a broker dealer with the SEC under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios listed in
Schedule B hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Distributor is authorized to sell such shares to
the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Adviser, and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
-------------------
1.1. The Fund agrees to sell to the Company those shares of the Designated
Portfolios that each Account or the appropriate subaccount of each Account
orders, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company will
be the designee of the Fund for receipt of such orders from each Account or the
appropriate subaccount of each Account and receipt by such designee will
constitute receipt by the Fund; provided that the Fund receives notice of such
order by 10:00 a.m. Eastern Time on the next following business day ("T+1").
"Business Day" will mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the
rules of the SEC.
1.2. The Company will pay for Fund shares on T+1 that an order to purchase
Fund shares is made in accordance with Section 1.1 above. Payment will be in
federal funds transmitted by wire. This wire transfer will be initiated by 12:00
p.m. Eastern Time.
1.3. The Fund agrees to make shares of the Designated Portfolios available
indefinitely for purchase at the applicable net asset value per share by
Participating Insurance Companies and their separate accounts on those days on
which the Fund calculates its Designated Portfolio net asset value pursuant to
rules of the SEC and the Fund shall use reasonable efforts to calculate such net
asset value on
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<PAGE>
each day the New York Stock Exchange is open for trading; provided, however,
that the Board of Trustees of the Fund (the "Fund Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Fund Board,
acting in good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
such Portfolio.
1.4. On each Business Day on which the Fund calculates its net asset value,
the Company will aggregate and calculate the net purchase or redemption orders
for each Account or the appropriate subaccount of each Account maintained by the
Fund in which contractowner assets are invested. Net orders will only reflect
orders that the Company has received prior to the close of regular trading on
the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m., Eastern
Time) on that Business Day. Orders that the Company has received after the close
of regular trading on the NYSE will be treated as though received on the next
Business Day. Each communication of orders by the Company will constitute a
representation that such orders were received by it prior to the close of
regular trading on the NYSE on the Business Day on which the purchase or
redemption order is priced in accordance with Rule 22c-1 under the 1940 Act.
Other procedures relating to the handling of orders will be in accordance with
the prospectus and statement of information of the relevant Designated Portfolio
or with oral or written instructions that the Distributor or the Fund will
forward to the Company from time to time.
1.5. The Fund agrees that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts, qualified pension
and retirement plans or such other persons as are permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended, (the "Internal
Revenue Code"), and regulations promulgated thereunder, the sale to which will
not impair the tax treatment currently afforded the Contracts. No shares of any
Portfolio will be sold to the general public except as set forth in this Section
1.5.
1.6. The Fund agrees to redeem for cash, upon the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt and
acceptance by the Fund or its agent of the request for redemption. For purposes
of this Section 1.6, the Company will be the designee of the Fund for receipt of
requests for redemption from each Account or the appropriate subaccount of each
Account and receipt by such designee will constitute receipt by the Fund,
provided the Fund receives notice of request for redemption by 10:00 a.m.
Eastern Time on the next following Business Day. Payment will be in federal
funds transmitted by wire to the Company's account as designated by the Company
in writing from time to time, on the same Business Day the Fund receives notice
of the redemption order from the Company. The Fund reserves the right to delay
payment of redemption proceeds, but in no event may such payment be delayed
longer than the period permitted by the 1940 Act. The Fund will not bear any
responsibility whatsoever for the proper disbursement or crediting of redemption
proceeds; the Company alone will be responsible for such action. If notification
of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed
shares will be made on the next following Business Day.
1.7. The Company agrees to purchase and redeem the shares of the Designated
Portfolios offered by the then current prospectus of the Fund in accordance with
the provisions of such prospectus.
1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Purchase
and redemption orders for Fund shares will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.
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<PAGE>
1.9. The Fund will furnish same day notice (by telecopier, followed by
written confirmation) to the Company of the declaration of any income, dividends
or capital gain distributions payable on each Designated Portfolio's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on the Designated Portfolio shares in the form of additional shares of
that Designated Portfolio. The Fund will notify the Company of the number of
shares so issued as payment of such dividends and distributions. The Company
reserves the right to revoke this election upon reasonable prior notice to the
Fund and to receive all such dividends and distributions in cash.
1.10. The Fund will make the net asset value per share for each Designated
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and will use its
best efforts to make such net asset value per share available by 6:00 p.m.,
Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each Business
Day.
1.11. In the event adjustments are required to correct any error in the
computation of the net asset value of the Fund's shares, the Fund or the
Distributor will notify the Company as soon as practicable after discovering the
need for those adjustments that result in an aggregate reimbursement of $150 or
more to any one subaccount of each Account maintained by a Designated Portfolio
unless notified otherwise by the Company (or, if greater, results in an
adjustment of $10 or more to each contractowner's account). Any such notice will
state for each day for which an error occurred the incorrect price, the correct
price and, to the extent communicated to the Fund's shareholders, the reason for
the price change. The Company may send this notice or a derivation thereof (so
long as such derivation is approved in advance by the Distributor or the
Adviser) to contractowners whose accounts are affected by the price change. The
parties will negotiate in good faith to develop a reasonable method for
effecting such adjustments. The Fund shall provide the Company, on behalf of the
Account or the appropriate subaccount of each Account, with a prompt adjustment
to the number of shares purchased or redeemed to reflect the correct share net
asset value.
1.12.
(a) The parties hereto acknowledge that the arrangement contemplated
by this Agreement is not exclusive; the Fund's shares may be sold to other
insurance companies (subject to Section 1.5 hereof) and the cash value of
the Contracts may be invested in other investment companies, provided,
however, that until this Agreement is terminated pursuant to Article X, the
Company shall promote the Designated Portfolios on the same basis as other
funding vehicles available under the Contracts and funding vehicles other
than those listed on Schedule B to this Agreement may be available for the
investment of the cash value of the Contracts.
(b) The Company shall not, without prior notice to the Advisor and the
Distributor (unless otherwise required by applicable law), take any action
to operate the Account as a management investment company under the 1940
Act.
(c) The Company shall not, without prior notice to the Advisor and the
Distributor (unless otherwise required by applicable law), induce
contractowners to change or modify the Fund or change the Fund's
distributor or investment adviser.
(d) The Company shall not, without prior notice to the Fund, induce
contractowners to vote on any matter submitted for consideration by the
shareholders of the Fund in a manner other than as recommended by the Fund
Board.
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<PAGE>
ARTICLE II. Representations and Warranties
------------------------------
2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued and sold in
compliance with all applicable federal and state laws, including state insurance
suitability requirements. The Company further represents and warrants that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account as a separate
account under applicable state law and has registered the Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts, and that it will maintain such
registration for so long as any Contracts are outstanding. The Company will
amend the registration statement under the 1933 Act for the Contracts and the
registration statement under the 1940 Act for the Account from time to time as
required in order to effect the continuous offering of the Contracts or as may
otherwise be required by applicable law. The Company will register and qualify
the Contracts for sale in accordance with the securities laws of the various
states only if and to the extent deemed necessary by the Company.
2.2. The Company represents that the Contracts are currently and at the
time of issuance will be treated as endowment, annuity or life insurance
contracts under applicable provisions of the Internal Revenue Code, and that it
will make every effort to maintain such treatment and that it will notify the
Fund and the Adviser immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not be so
treated in the future.
2.3. The Company represents and warrants that it will not purchase shares
of the Designated Portfolios with assets derived from tax-qualified retirement
plans except, indirectly, through Contracts purchased in connection with such
plans.
2.4. The Fund represents and warrants that Fund shares of the Designated
Portfolios sold pursuant to this Agreement will be registered under the 1933 Act
and duly authorized for issuance in accordance with applicable law and that the
Fund is and will remain registered under the 1940 Act for as long as such shares
of the Designated Portfolios are outstanding. The Fund will amend the
registration statement for its shares under the 1933 Act and the 1940 Act from
time to time as required in order to effect the continuous offering of its
shares. The Fund will register and qualify the shares of the Designated
Portfolios for sale in accordance with the laws of the various states only if
and to the extent deemed advisable by the Fund.
2.5. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code, and that it
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provision) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
2.6. The Fund represents and warrants that in performing the services
described in this Agreement, the Fund will comply with all applicable laws,
rules and regulations. The Fund makes no representation as to whether any aspect
of its operations (including, but not limited to, fees and expenses and
investment policies, objectives and restrictions) complies with the insurance
laws and regulations of any state. The Fund and the Distributor agree that upon
request they will use their best efforts to furnish the information required by
state insurance laws so that the Company can obtain the authority needed to
issue the Contracts in the various states.
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<PAGE>
2.7. The Fund represents and warrants its Fund Board has formulated and
approved a plan under Rule 12b-1 to finance distribution expenses in accordance
with the 1940 Act.
2.8. The Distributor represents and warrants that it will distribute the
Fund shares of the Designated Portfolios in accordance with all applicable
federal and state securities laws including, without limitation, the 1933 Act,
the 1934 Act and the 1940 Act.
2.9. The Fund represents that it is lawfully organized and validly existing
under the laws of the State of Delaware and that it does and will comply in all
material respects with applicable provisions of the 1940 Act.
2.10. The Distributor represents and warrants that it is and will remain
duly registered under all applicable federal and state securities laws and that
it will perform its obligations for the Fund in accordance in all material
respects with any applicable state and federal securities laws.
2.11. The Fund and the Distributor represent and warrant that all of their
trustees, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Fund
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid bond
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.
ARTICLE III. Prospectuses and Proxy Statements; Voting
-----------------------------------------
3.1. The Fund or the Distributor will provide the Company in conjunction
with the Company's standard printing cycle, at the Company's expense, with as
many copies of the current Fund prospectus for the Designated Portfolios as the
Company may reasonably request for distribution, at the Company's expense, to
prospective contractowners and applicants. The Fund or the Distributor will
provide the Company in conjunction with the Company's standard printing cycle,
at the Company's expense, as many copies of said prospectus as necessary for
distribution, at the Company's expense, to existing contractowners. The Fund or
the Distributor will provide the copies of said prospectus to the Company or to
its mailing agent. If requested by the Company in lieu thereof, the Fund or the
Distributor will provide such documentation, including a computer diskette or a
final copy of a current prospectus set in type at the Fund's or Distributor's
expense, and such other assistance as is reasonably necessary in order for the
Company at least annually (or more frequently if the Fund prospectus is amended
more frequently) to have the Fund's prospectus and the prospectuses of other
mutual funds in which assets attributable to the Contracts may be invested
printed together in one document. If in the event the Fund issues a new
prospectus outside of the Company's standard printing cycle, then the Fund or
the Distributor will provide the Company, at the Fund's or Distributor's
expense, with as many copies of the current Fund prospectus for the Designated
Portfolios as the Company may reasonably request for distribution, at the
Company's expense, to existing and prospective contractowners and applicants.
3.2. The Fund or the Distributor will provide the Company, at the Company's
expense, with as many copies of the statement of additional information as the
Company may reasonably request for distribution, at the Company's expense, to
prospective contractowners and applicants. The Fund or the Distributor will
provide, at the Company's expense, as many copies of said statement of
additional information as necessary for distribution, at the Company's expense,
to any existing contractowner who requests such statement or whenever state or
federal law otherwise requires that such statement be provided. The Fund or the
Distributor will provide the copies of said statement of additional information
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<PAGE>
to the Company or to its mailing agent. If requested by the Company in lieu
thereof, the Fund or the Distributor will provide such documentation, including
a computer diskette or a final copy of a current statement of additional
information set in type at the Fund's or Distributor's expense.
3.3. The Fund or the Distributor, at the Fund's or its affiliate's expense,
will provide the Company or its mailing agent with copies of its proxy material,
if any, reports to shareholders and other communications to shareholders in such
quantity as the Company will reasonably require. The Company will distribute
this proxy material, reports and other communications to existing contractowners
and tabulate the votes.
3.4. If and to the extent required by law the Company will:
(a) solicit voting instructions from contractowners;
(b) vote the shares of the Designated Portfolios held in the Account
in accordance with instructions received from contractowners; and
(c) vote shares of the Designated Portfolios held in the Account for
which no timely instructions have been received, as well as shares it owns,
in the same proportion as shares of such Designated Portfolio for which
instructions have been received from the Company's contractowners;
so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contractowners. Except as
set forth above, the Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent permitted by law. The
Company will be responsible for assuring that each of its separate accounts
participating in the Fund calculates voting privileges in a manner consistent
with all legal requirements, including the Mixed and Shared Funding Exemptive
Order.
3.5. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular, the Fund either will provide for
annual meetings (except insofar as the SEC may interpret Section 16 of the 1940
Act not to require such meetings) or, as the Fund currently intends to comply
with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts
described in Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in accordance with the
SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of trustees and with whatever rules the SEC may promulgate
with respect thereto.
ARTICLE IV. Sales Material and Information
------------------------------
4.1. The Distributor will provide the Company on a timely basis with
investment performance information for each Designated Portfolio in which the
Company maintains a subaccount of the Account, including total return for the
preceding calendar month and calendar quarter, the calendar year to date, and
the prior one-year, five-year, and ten year (or life of the Fund) periods. The
Company may, based on the SEC mandated information supplied by the Distributor,
prepare communications for contractowners ("Contractowner Materials"). The
Company will provide copies of all Contractowner Materials concurrently with
their first use for the Distributor's internal recordkeeping purposes. It is
understood that neither the Distributor nor any Designated Portfolio will be
responsible for errors or omissions in, or the content of, Contractowner
Materials except to the extent that the error or omission resulted from
information provided by or on behalf of the Distributor or the Designated
Portfolio. Any printed
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<PAGE>
information that is furnished to the Company pursuant to
this Agreement other than each Designated Portfolio's prospectus or statement of
additional information (or information supplemental thereto), periodic reports
and proxy solicitation materials is the Distributor's sole responsibility and
not the responsibility of any Designated Portfolio or the Fund. The Company
agrees that the Portfolios, the shareholders of the Portfolios and the officers
and governing Board of the Fund will have no liability or responsibility to the
Company in these respects.
4.2. The Company will not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement, prospectus or statement of additional
information for Fund shares, as such registration statement, prospectus and
statement of additional information may be amended or supplemented from time to
time, or in reports or proxy statements for the Fund, or in published reports
for the Fund which are in the public domain or approved by the Fund or the
Distributor for distribution, or in sales literature or other material provided
by the Fund, Adviser or by the Distributor, except with permission of the
Distributor. Any piece of sales literature or other promotional material
intended to be used by the Company which requires the permission of the
Distributor prior to use will be furnished by Company to the Distributor, or its
designee, at least ten (10) business days prior to its use. No such material
will be used if the Distributor reasonably objects to such use within five (5)
business days after receipt of such material.
Nothing in this Section 4.2 will be construed as preventing the Company or its
employees or agents from giving advice on investment in the Fund.
4.3. The Fund, the Adviser or the Distributor will furnish, or will cause
to be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company or its Account is named, at
least ten (10) business days prior to its use. No such material will be used if
the Company reasonably objects to such use within five (5) business days after
receipt of such material.
4.4. The Fund, the Adviser and the Distributor will not give any
information or make any representations or statements on behalf of the Company
or concerning the Company, each Account, or the Contracts other than the
information or representations contained in a registration statement, prospectus
or statement of additional information for the Contracts, as such registration
statement, prospectus and statement of additional information may be amended or
supplemented from time to time, or in published reports for each Account or the
Contracts which are in the public domain or approved by the Company for
distribution to contractowners, or in sales literature or other material
provided by the Company, except with permission of the Company. The Company
agrees to respond to any request for approval on a prompt and timely basis.
4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the SEC, the NASD or other regulatory
authority.
4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the SEC,
the NASD or other regulatory authority.
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<PAGE>
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media, (e.g., on-line
networks such as the Internet or other electronic messages), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisements, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, registration statements, prospectuses,
statements of additional information, shareholder reports, and proxy materials
and any other material constituting sales literature or advertising under the
NASD rules, the 1933 Act or the 1940 Act.
4.8. The Fund and the Distributor hereby consent to the Company's use of
the names ING Mutual Funds Management Co. LLC, ING Variable Insurance Trust, the
portfolio names designated on Schedule B or other designated names as may be
used from time to time in connection with the marketing of the Contracts,
subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent
will terminate with the termination of this Agreement.
ARTICLE V. Fees and Expenses
-----------------
5.1. The Fund, the Adviser and the Distributor will pay no fee or other
compensation to the Company under this Agreement except pursuant to Rule 12b-1
under the 1940 Act to finance distribution expenses. The Fund may make Rule
12b-1 payments to the Company or to the underwriter for the Contracts if and in
such amounts agreed to by the Fund in writing.
5.2. All expenses incident to performance by the Fund of this Agreement
will be paid by the Fund to the extent permitted by law. The Fund will bear the
expenses for the cost of registration and qualification of the Fund's shares;
preparation and filing of the Fund's prospectus, statement of additional
information and registration statement, proxy materials and reports; setting in
type and printing proxy materials and reports by it to contractowners (including
the costs of printing a Fund prospectus that constitutes an annual report); the
preparation of all statements and notices required by any federal or state law;
all taxes on the issuance or transfer of the Fund's shares; any expenses
permitted to be paid or assumed by the Fund pursuant to a plan, if any, under
Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III
of this Agreement.
ARTICLE VI. Diversification and Qualification
---------------------------------
6.1. The Adviser will ensure that the Fund will at all times invest money
from the Contracts in such a manner as to ensure that the Contracts will be
treated as variable annuity contracts under the Internal Revenue Code and the
regulations issued thereunder. Without limiting the scope of the foregoing, the
Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury
Regulation 1.817-5, as amended from time to time, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulation. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps: (a) to notify the Company of such breach; and (b) to
adequately diversify the Fund so as to achieve compliance within the grace
period afforded by Treasury Regulation 1.817-5.
6.2. The Fund represents that it is or will be qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code, and that it
will make every effort to maintain such
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qualification (under Subchapter M or any
successor or similar provisions) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
6.3. The Company represents that the Contracts are currently, and at the
time of issuance shall be, treated as life insurance or annuity insurance
contracts, under applicable provisions of the Internal Revenue Code, and that it
will make every effort to maintain such treatment, and that it will notify the
Fund and the Distributor immediately upon having a reasonable basis for
believing the Contracts have ceased to be so treated or that they might not be
so treated in the future. The Company agrees that any prospectus offering a
contract that is a "modified endowment contract" as that term is defined in
Section 7702A of the Internal Revenue Code (or any successor or similar
provision), shall identify such contract as a modified endowment contract.
ARTICLE VII. Potential Conflicts
-------------------
7.1. The Fund Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contractowners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contractowners; or (f)
a decision by an insurer to disregard the voting instructions of contractowners.
The Fund Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which
it is aware to the Fund Board. The Company will assist the Fund Board in
carrying out its responsibilities under the Mixed and Shared Funding Exemptive
Order, by providing the Fund Board with all information reasonably necessary for
the Fund Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Fund Board whenever contractowner
voting instructions are disregarded.
7.3. If it is determined by a majority of the Fund Board, or a majority of
its disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Fund Board members), take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, up to and including: (a)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contractowners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contractowners, life insurance
contractowners, or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected contractowners the option of making such a change; and (b) establishing
a new registered management investment company or managed separate account.
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7.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard contractowner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement with respect to each Account; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Fund Board. Any such withdrawal and
termination must take place within six (6) months after the Fund gives written
notice that this provision is being implemented, and until the end of that six
month period the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Fund Board informs the
Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Fund Board. Until the end of the foregoing six
month period, the Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Fund Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contract if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Fund Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Fund Board informs
the Company in writing of the foregoing determination; provided, however, that
such withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority of the
disinterested members of the Fund Board.
7.7. If and to the extent the Mixed and Shared Funding Exemptive Order or
any amendment thereto contains terms and conditions different from Sections 3.4,
3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund and/or
the Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with the Mixed and Shared Funding Exemptive Order,
and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in the Mixed and Shared Funding
Exemptive Order or any amendment thereto. If and to the extent that Rule 6e-2
and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Mixed and Shared
Funding Exemptive Order) on terms and conditions materially different from those
contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund
and/or the Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections
3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in
effect only to the
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extent that terms and conditions substantially identical to
such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
---------------
8.1. Indemnification By the Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Adviser, the Distributor, and each person, if any, who controls or is
associated with the Fund, the Adviser or the Distributor within the meaning
of such terms under the federal securities laws and any director, trustee,
officer, partner, employee or agent of the foregoing (collectively, the
"Indemnified Parties" for purposes of this Section 8.1) against any and all
losses, claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or litigation
(including reasonable legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements:
(1) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Contracts or contained in the Contracts or sales
literature or other promotional material for the Contracts (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated or necessary to make such
statements not misleading in light of the circumstances in which they
were made; provided that this agreement to indemnify will not apply as
to any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
written information furnished to the Company by the Fund, the Adviser
or the Distributor for use in the registration statement, prospectus
or statement of additional information for the Contracts or in the
Contracts or sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund
shares; or
(2) arise out of or as a result of statements or representations
by or on behalf of the Company or wrongful conduct of the Company or
persons under its control, with respect to the sale or distribution of
the Contracts or Fund shares; or
(3) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Fund registration statement,
prospectus, statement of additional information or sales literature or
other promotional material of the Fund (or amendment or supplement) or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make such statements not
misleading in light of the circumstances in which they were made, if
such a statement or omission was made in reliance upon and in
conformity with information furnished to the Fund by or on behalf of
the Company or persons under its control; or
(4) arise as a result of any failure by the Company to provide
the services and furnish the materials under the terms of this
Agreement; or
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(5) arise out of any material breach of any representation and/or
warranty made by the Company in this Agreement or arise out of or
result from any other material breach by the Company of this
Agreement;
except to the extent provided in Sections 8.1(b) and 8.3 hereof. This
indemnification will be in addition to any liability that the Company
otherwise may have.
(b) No party will be entitled to indemnification under Section 8.1(a)
to the extent such loss, claim, damage, liability or litigation is due to
the willful misfeasance, bad faith, or gross negligence in the performance
of such party's duties under this Agreement, or by reason of such party's
reckless disregard of its obligations or duties under this Agreement by the
party seeking indemnification.
(c) The Indemnified Parties promptly will notify the Company of the
commencement of any litigation, proceedings, complaints or actions by
regulatory authorities against them in connection with the issuance or sale
of the Fund shares or the Contracts or the operation of the Fund.
8.2. Indemnification By the Adviser, the Fund and the Distributor
------------------------------------------------------------
(a) The Adviser, the Fund and the Distributor, in each case solely to
the extent relating to such party's responsibilities hereunder, agree to
indemnify and hold harmless the Company and each person, if any, who
controls or is associated with the Company within the meaning of such terms
under the federal securities laws and any director, trustee, officer,
partner, employee or agent of the foregoing (collectively, the "Indemnified
Parties" for purposes of this Section 8.2) against any and all losses,
claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Adviser) or litigation
(including reasonable legal and other expenses) to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements:
(1) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Fund or sales literature or other promotional
material of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated or necessary to make such statements not misleading in light of
the circumstances in which they were made; provided that this
agreement to indemnify will not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to
the Adviser, the Distributor or the Fund by or on behalf of the
Company for use in the registration statement, prospectus or statement
of additional information for the Fund or in sales literature of the
Fund (or any amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or representations
or wrongful conduct of the Adviser, the Fund or the Distributor or
persons under the control of the Adviser, the Fund or the Distributor
respectively, with respect to the sale of the Fund shares; or
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(3) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a registration statement, prospectus,
statement of additional information or sales literature or other
promotional material covering the Contracts (or any amendment or
supplement thereto), or the omission or alleged omission to state
therein a material fact required to be stated or necessary to make
such statement or statements not misleading in light of the
circumstances in which they were made, if such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company by the Adviser, the Fund or the Distributor
or persons under the control of the Adviser, the Fund or the
Distributor; or
(4) arise as a result of any failure by the Fund, the Adviser or
the Distributor to provide the services and furnish the materials
under the terms of this Agreement (including a failure, whether
unintentional or in good faith or otherwise, to comply with the
diversification requirements and procedures related thereto specified
in Article VI of this Agreement); or
(5) arise out of or result from any material breach of any
representation and/or warranty made by the Adviser, the Fund or the
Distributor in this Agreement, or arise out of or result from any
other material breach of this Agreement by the Adviser, the Fund or
the Distributor;
except to the extent provided in Sections 8.2(b) and 8.3 hereof. This
indemnification will be in addition to any liability that the Fund, Adviser
or the Distributor otherwise may have.
(b) No party will be entitled to indemnification under Section 8.2(a)
to the extent such loss, claim, damage, liability or litigation is due to
the willful misfeasance, bad faith, or gross negligence in the performance
of such party's duties under this Agreement, or by reason of such party's
reckless disregard of its obligations or duties under this Agreement by the
party seeking indemnification.
(c) The Indemnified Parties will promptly notify the Adviser, the Fund
and the Distributor of the commencement of any litigation, proceedings,
complaints or actions by regulatory authorities against them in connection
with the issuance or sale of the Contracts or the operation of the account.
8.3. Indemnification Procedure
-------------------------
Any person obligated to provide indemnification under this Article VIII
("Indemnifying Party" for the purpose of this Section 8.3) will not be liable
under the indemnification provisions of this Article VIII with respect to any
claim made against a party entitled to indemnification under this Article VIII
("Indemnified Party" for the purpose of this Section 8.3) unless such
Indemnified Party will have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim will have been served upon such
Indemnified Party (or after such party will have received notice of such service
on any designated agent), but failure to notify the Indemnifying Party of any
such claim will not relieve the Indemnifying Party from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise
than on account of the indemnification provision of this Article VIII, except to
the extent that the failure to notify results in the failure of actual notice to
the Indemnifying Party and such Indemnifying Party is damaged solely as a result
of failure to give such notice. In case any such action is brought against the
Indemnified Party, the
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Indemnifying Party will be entitled to participate, at
its own expense, in the defense thereof. The Indemnifying Party also will be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Indemnifying Party to the Indemnified
Party of the Indemnifying Party's election to assume the defense thereof, the
Indemnified Party will bear the fees and expenses of any additional counsel
retained by it, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless: (a) the Indemnifying Party and the
Indemnified Party will have mutually agreed to the retention of such counsel; or
(b) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying Party will not be
liable for any settlement of any proceeding effected without its written consent
but if settled with such consent or if there is a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from
and against any loss or liability by reason of such settlement or judgment. A
successor by law of the parties to this Agreement will be entitled to the
benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII will survive any
termination of this Agreement.
8.4 DISTRIBUTOR LIMITATION ON LIABILITY. Notwithstanding the foregoing, the
Distributor shall not be liable to any party to this Agreement for lost profits,
punitive, special, incidental, indirect or consequential damages.
ARTICLE IX. Applicable Law
--------------
9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Delaware.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, any Mixed and Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
If, in the future, the Mixed and Shared Funding Exemptive Order should no longer
be necessary under applicable law, then Article VII shall no longer apply.
ARTICLE X. Termination
-----------
10.1. This Agreement will terminate:
(a) at the option of any party, with or without cause, with respect to
some or all of the Designated Portfolios, upon sixty (60) days' advance
written notice to the other parties or, if later, upon receipt of any
required exemptive relief or orders from the SEC, unless otherwise agreed
in a separate written agreement among the parties; or
(b) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio if shares of the Designated Portfolio are not reasonably
available to meet the requirements of the Contracts as determined in good
faith by the Company; or
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<PAGE>
(c) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio in the event any of the Designated Portfolio's shares are not
registered, issued or sold in accordance with applicable state and/or
Federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by Company; or
(d) at the option of the Fund, upon receipt of the Fund's written
notice by the other parties, upon institution of formal proceedings against
the Company by the NASD, the SEC, the insurance commission of any state or
any other regulatory body regarding the Company's duties under this
Agreement or related to the sale of the Contracts, the administration of
the Contracts, the operation of the Account, or the purchase of the Fund
shares, provided that the Fund determines in its sole judgment, exercised
in good faith, that any such proceeding would have a material adverse
effect on the Company's ability to perform its obligations under this
Agreement; or
(e) at the option of the Company, upon receipt of the Company's
written notice by the other parties, upon institution of formal proceedings
against the Fund, Adviser or the Distributor by the NASD, the SEC, or any
state securities or insurance department or any other regulatory body,
provided that the Company determines in its sole judgment, exercised in
good faith, that any such proceeding would have a material adverse effect
on the Fund's or the Distributor's ability to perform its obligations under
this Agreement; or
(f) at the option of the Company, upon receipt of the Company's
written notice by the other parties, if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Internal Revenue
Code, or under any successor or similar provision, or if the Company
reasonably and in good faith believes that the Fund may fail to so qualify;
or
(g) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Designated
Portfolio if the Fund fails to meet the diversification requirements
specified in Article VI hereof or if the Company reasonably and in good
faith believes the Fund may fail to meet such requirements; or
(h) at the option of any party to this Agreement, upon written notice
to the other parties, upon another party's material breach of any provision
of this Agreement which material breach is not cured within thirty (30)
days of said notice; or
(i) at the option of the Company, if the Company determines in its
sole judgment exercised in good faith, that either the Fund, the Adviser or
the Distributor has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement or is
the subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Company,
such termination to be effective sixty (60) days' after receipt by the
other parties of written notice of the election to terminate; or
(j) at the option of the Fund or the Distributor, if the Fund or the
Distributor respectively, determines in its sole judgment exercised in good
faith, that the Company has suffered a material adverse change in its
business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity which is likely
to have a material adverse impact upon the business and operations of the
Fund or the Adviser, such termination to be effective sixty (60) days'
after receipt by the other parties of written notice of the election to
terminate; or
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<PAGE>
(k) at the option of the Company or the Fund upon receipt of any
necessary regulatory approvals and/or the vote of the contractowners having
an interest in the Account (or any subaccount) to substitute the shares of
another investment company for the corresponding Designated Portfolio
shares of the Fund in accordance with the terms of the Contracts for which
those Designated Portfolio shares had been selected to serve as the
underlying investment media. The Company will give sixty (60) days' prior
written notice to the Fund of the date of any proposed vote or other action
taken to replace the Fund's shares; or
(l) at the option of the Company or the Fund upon a determination by a
majority of the Fund Board, or a majority of the disinterested Fund Board
members, that an irreconcilable material conflict exists among the
interests of: (1) all contractowners of variable insurance products of all
separate accounts; or (2) the interests of the Participating Insurance
Companies investing in the Fund as set forth in Article VII of this
Agreement; or
(m) at the option of the Fund in the event any of the Contracts are
not issued or sold in accordance with applicable federal and/or state law.
Termination will be effective immediately upon such occurrence without
notice.
10.2. NOTICE REQUIREMENT. No termination of this Agreement will be
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties of its intent to terminate, which notice
will set forth the basis for the termination.
10.3. EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Fund and the Distributor will, at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement ( hereinafter referred to as "Existing
Contracts.") . Specifically, without limitation, the owners of the Existing
Contracts will be permitted to reallocate investments in the Portfolios (as in
effect on such date), redeem investments in the Portfolios and/or invest in the
Portfolios upon the making of additional purchase payments under the Existing
Contracts.
10.4. SURVIVING PROVISIONS. Notwithstanding any termination of this
Agreement, each party's obligations under Article VIII to indemnify other
parties will survive and not be affected by any termination of this Agreement.
In addition, each party's obligations under Section 12.7 will survive and not be
affected by any termination of this Agreement. Finally, with respect to Existing
Contracts, all provisions of this Agreement also will survive and not be
affected by any termination of this Agreement.
ARTICLE XI. Notices
-------
11.1. Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund: ING Variable Insurance Trust
c/o Louis Citron
1475 Dunwoody Drive
West Chester, PA 19380
If to the Company: First Golden American Life Insurance Company of New York
c/o Myles Tashman
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Executive Vice President and General Counsel
1475 Dunwoody Drive
West Chester, PA 19380
If to Adviser: ING Mutual Funds Management Co. LLC
c/o Louis Citron
1475 Dunwoody Drive
West Chester, PA 19380
If to Distributor: ING Funds Distributor, Inc
c/o Donald Brostrom
1475 Dunwoody Drive
West Chester, PA 19380
Article XII. Miscellaneous
-------------
12.1. All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
directors, trustees, officers, partners, employees, agents or shareholders
assume any personal liability for obligations entered into on behalf of the
Fund. No Portfolio or series of the Fund will be liable for the obligations or
liabilities of any other Portfolio or series.
12.2. The Fund, the Adviser and the Distributor acknowledge that the
identities of the customers of the Company or any of its affiliates, except for
customers of the Adviser or its affiliates (collectively the "Company Protected
Parties" for purposes of this Section 12.2), information maintained regarding
those customers, and all computer programs and procedures or other information
developed or used by the Company Protected Parties or any of their employees or
agents in connection with the Company's performance of its duties under this
Agreement are the valuable property of the Company Protected Parties. The Fund,
the Adviser and the Distributor agree that if they come into possession of any
list or compilation of the identities of or other information about the Company
Protected Parties' customers, or any other information or property of the
Company Protected Parties, other than such information as is publicly available
or as may be independently developed or compiled by the Fund, the Adviser or the
Distributor from information supplied to them by the Company Protected Parties'
customers who also maintain accounts directly with the Fund, the Adviser or the
Distributor, the Fund, the Adviser and the Distributor will hold such
information or property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a) with the
Company's prior written consent; or (b) as required by law or judicial process.
The Company acknowledges that the identities of the customers of the Fund, the
Adviser, the Distributor or any of their affiliates (collectively the "Adviser
Protected Parties" for purposes of this Section 12.2), information maintained
regarding those customers, and all computer programs and procedures or other
information developed or used by the Adviser Protected Parties or any of their
employees or agents in connection with the Fund's, the Adviser's or the
Distributor's performance of their respective duties under this Agreement are
the valuable property of the Adviser Protected Parties. The Company agrees that
if it comes into possession of any list or compilation of the identities of or
other information about the Adviser Protected Parties' customers, or any other
information or property of the Adviser Protected Parties, other than such
information as is publicly available or as may be independently developed or
compiled by the Company from information supplied to them by the Adviser
Protected Parties' customers who also maintain accounts directly with the
Company, the Company will hold such information or property in confidence and
refrain from using, disclosing or distributing any of such information or other
property except: (a) with the Fund's, the Adviser's or the Distributor's prior
written
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consent; or (b) as required by law or judicial process. Each party
acknowledges that any breach of the agreements in this Section 12.2 would result
in immediate and irreparable harm to the other parties for which there would be
no adequate remedy at law and agree that in the event of such a breach, the
other parties will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any court of competent
jurisdiction deems appropriate.
12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the same
instrument.
12.5. If any provision of this Agreement will be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement will
not be affected thereby.
12.6. This Agreement will not be assigned by any party hereto without the
prior written consent of all the parties.
12.7. Each party to this Agreement will maintain all records required by
law, including records detailing the services it provides. Such records will be
preserved, maintained and made available to the extent required by law and in
accordance with the 1940 Act and the rules thereunder. Each party to this
Agreement will cooperate with each other party and all appropriate governmental
authorities (including without limitation the SEC, the NASD and state insurance
regulators) and will permit each other and such authorities reasonable access to
its books and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby. Upon request by the
Fund or the Distributor, the Company agrees to promptly make copies or, if
required, originals of all records pertaining to the performance of services
under this Agreement available to the Fund or the Distributor, as the case may
be. The Fund agrees that the Company will have the right to inspect, audit and
copy all records pertaining to the performance of services under this Agreement
pursuant to the requirements of any state insurance department. Each party also
agrees to promptly notify the other parties if it experiences any difficulty in
maintaining the records in an accurate and complete manner. This provision will
survive termination of this Agreement.
12.8. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or board action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms.
12.9. The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the Contracts,
the Accounts or the Designated Portfolios of the Fund or other applicable terms
of this Agreement.
12.10. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights.
12.11. The names "ING Variable Insurance Trust" and "Trustees of ING
Variable Insurance Trust" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated July 15, 1999 which is hereby referred
to and a copy of which is at the principal office of the Fund. The obligations
of "ING Variable
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<PAGE>
Insurance Trust" entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents are made not individually, but
in such capacities, and are not binding upon any of the Trustees, Shareholders,
or representatives of the Fund personally, but bind only the Trust Property, and
all persons dealing with any class of Shares of the Fund must look solely to the
Trust Property belonging to such class for the enforcement of any claims against
the Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below:
FIRST GOLDEN AMERICAN LIFE
INSURANCE COMPANY OF
NEW YORK:
By: /s/ David L. Jacobson
------------------------------------
Title: Senior Vice President
---------------------------------
Date: April 25, 2000
----------------------------------
ING VARIABLE INSURANCE TRUST:
By: /s/ Louis S. Citron
------------------------------------
Title: Vice President
---------------------------------
Date: April 25, 2000
----------------------------------
ING MUTUAL FUNDS MANAGEMENT CO. LLC :
By: /s/ Louis S. Citron
------------------------------------
Title: Senior Vice President and
General Counsel
---------------------------------
Date: April 25, 2000
----------------------------------
ING FUNDS DISTRIBUTOR, Inc.
By: /s/ Donald E. Brostrom
------------------------------------
Title: Chief Financial Officer and
Treasurer
---------------------------------
Date: April 25, 2000
----------------------------------
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SCHEDULE A
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
CONTRACTS AND SEPARATE ACCOUNT(S)
CONTRACT(S):
Deferred Combination Variable and Fixed Annuity Contracts
SEPARATE ACCOUNT(S):
First Golden American Life Insurance Company of New York -
Separate Account NY-B
SCHEDULE B
ING VARIABLE INSURANCE TRUST
DESIGNATED PORTFOLIOS
PORTFOLIOS:
ING International Equity Fund
ING Global Brand Names Fund
Schedule Date: April 28, 2000
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<PAGE>
<PAGE>
EXHIBIT 23(a)
Sutherland
Asbill & 1275 Pennsylvania Ave., NW
Brennan LLP Washington, DC 20004-2415
Attorneys at Law Tel: (202) 383-0100
Fax: (202) 637-3593
www.sablaw.com
STEPHEN E. ROTH
DIRECT LINE: (202) 383-0158
Internet: [email protected]
April 21, 2000
Board of Directors
First Golden American Life Insurance Company of New York
230 Park Avenue, Suite 966
New York, NY 10169-0999
Ms. Coleman and Gentlemen:
We hereby consent to the reference to our name under the
caption "Legal Matters" in the Prospectus filed as part of Amendment
No. 2 to the registration statement on Form S-1 for First Golden American
Life Insurance Company of New York (File No. 333-77385). In giving
this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities
Act of 1933.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN
By: /s/Stephen E. Roth
------------------
Stephen E. Roth
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Exhibit 23(b) - Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated February 25, 2000,
with respect to the financial statements of Separate Account NY-B in
the Statement of Additional Information incorporated by reference from the
Registration Statement (Form N-4 No. 333-16501) filed with the Securities
and Exchange Commission contemporaneously with this registration statement.
We also consent to the use of our report dated February 4, 2000, with
respect to the financial statements of First Golden American Life Insurance
Company of New York, and to the reference to our firm under the caption
"Experts" in each of the Prospectuses included in this Amendment No. 2 to
the Registration Statement (Form S-1 No. 333-77385) of First Golden American
Life Insurance Company of New York.
Our audits also included the financial statement schedules of
First Golden American Life Insurance Company of New York included in
Item 16(b)(2). These schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Ernst & Young LLP
Des Moines, Iowa
April 21, 2000
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EXHIBIT 23(c)
Exhibit 23(c) - Consent of Myles R. Tashman
First Golden American Life Insurance Company of New York
230 Park Avenue, Suite 966, New York, New York 10169
Board of Directors
First Golden American Life Insurance Company of New York
230 Park Avenue, Suite 966
New York, New York 10169-0999
Ms. Coleman and Gentlemen:
I hereby consent to the filing of this consent as an exhibit to the
registration statement and to the use of my Opinion and Consent as
Exhibit 5 incorporated by reference in this registration statement.
I also consent to the reference to my name under the heading
"Legal Matters" in the prospectus contained in said registration
statement. In giving this consent, I do not thereby admit that
I come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Myles R. Tashman
- ---------------------
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EXHIBIT 24
First Golden American Life Insurance Company of New York
230 Park Avenue, Suite 966, New York, New York 10169
Phone: (212) 973-9647
Fax: (212) 297-0645
POWER OF ATTORNEY
Know all persons by these presents, that the undersigned, being duly elected
Directors and/or Officers of First Golden American Life Insurance Company of
New York ("First Golden"), constitute and appoint Myles R. Tashman, and
Marilyn Talman, and each of them, his or her true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution for him or her
in his or her name, place and stead, in any and all capacities, to sign the
following First Golden registration statements, and current amendments to
registration statements, and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and affirming all
that said attorneys-in-fact and agents, or any of them, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof:
Post-Effective Amendment designated No. 5 to Separate Account NY-B
of First Golden's Registration Statement on Form N-4 (Nos. 333-16501;
811-7935)
Amendment designated No. 2 to First Golden's Registration Statement
on Form S-1 (No. 333-77385)
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Barnett Chernow
- ------------------------- Director, Chairman and March 20, 2000
Barnett Chernow President
/s/ Myles R. Tashman
- ------------------------- Director, Executive March 20, 2000
Myles R. Tashman Vice President, General
Counsel and Secretary
/s/ E. Robert Koster
- ------------------------- Senior Vice President March 20, 2000
E. Robert Koster and Chief Financial
Officer
/s/ Carol V. Coleman
- ------------------------- Director March 21, 2000
Carol V. Coleman
/s/ Stephen J. Friedman
- ------------------------- Director March 21, 2000
Stephen J. Friedman
/s/ Andrew Kalinowski
- ------------------------- Director March 21, 2000
Andrew Kalinowski
/s/ Bernard Levitt
- ------------------------- Director March 28, 2000
Bernard Levitt
/s/ Roger A. Martin
- ------------------------- Director March 21, 2000
Roger A. Martin
/s/ Michael W. Cunningham
- ------------------------- Director March 21, 2000
Michael W. Cunningham
/s/ Phillip R. Lowery
- ------------------------- Director March 23, 2000
Phillip R. Lowery
/s/ Mark A. Tullis
- ------------------------- Director March 23, 2000
Mark A. Tullis
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<TABLE> <S> <C>
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<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
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<DEBT-HELD-FOR-SALE> 28,095
<DEBT-CARRYING-VALUE> 0
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<TOTAL-INVEST> 30,404
<CASH> 1,026
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<TOTAL-ASSETS> 83,078
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0
0
<COMMON> 2,000
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0
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<INCOME-PRETAX> 1,380
<INCOME-TAX> 569
<INCOME-CONTINUING> 811
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 811
<EPS-BASIC> 0
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<RESERVE-OPEN> 0
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<PROVISION-PRIOR> 0
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