As Filed with the Securities and Exchange Commission on April 30, 1999
Registration Nos. 33-23351, 811-5626
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 29 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 75 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B
(Exact Name of Registrant)
GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Name of Depositor)
1475 Dunwoody Drive
West Chester, PA 19380-1478
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (610) 425-3400
Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, PA 19380-1478 1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service) Washington, D.C. 20004-2404
Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement
It is proposed that this filing will become effective (check approporate box:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[x] on April 30, 1999 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Title of Securities Being Registered:
Deferred Combination Variable and Fixed Annuity Contracts
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PART A
PROSPECTUS SUPPLEMENT
Dated May 1, 1999
Supplement to the Profiles and
Prospectuses dated May 1, 1999 for
DEFERRED VARIABLE ANNUITY CONTRACTS issued
by Golden American Life Insurance Company
(the "GoldenSelect DVA and DVA Series 100 Prospectuses")
__________
THIS SUPPLEMENT SHOULD BE RETAINED WITH YOUR PROFILE AND PROSPECTUS.
A new Fixed Interest Division option is now available through the group and
individual deferred variable annuity contracts offered by Golden American Life
Insurance Company. The Fixed Interest Division is part of the Golden American
General Account. Interests in the Fixed Interest Division have not been
registered under the Securities Act of 1933, and neither the Fixed Interest
Division nor the General Account are registered under the Investment Company
Act of 1940.
Interests in the Fixed Interest Division are offered through an Offering
Brochure, dated May 1, 1999. When reading through the GoldenSelect DVA
Prospectus, the Fixed Interest Division should be counted among the various
subaccounts available for the allocation of your premiums. The Fixed Interest
Division may not be available in some states. Some restrictions may apply.
More complete information relating to the Fixed Interest Division is found in
the Offering Brochure. Please read it carefully before you send money.
G3107 FID 5/99
<PAGE>
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GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
[begin shaded block]
PROFILE OF
GOLDENSELECT DVA
FIXED AND VARIABLE ANNUITY CONTRACT
MAY 1, 1999
[inset within shaded block]
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.
[end within shaded block]
[end shaded block]
1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred variable
annuity contract between you and Golden American Life Insurance
Company. The Contract provides a means for you to invest on a tax-
deferred basis in one or more of 22 mutual fund investment portfolios
(listed on the next page) through our Separate Account B listed on
the next page. You may not make any money, and you can even lose the
money you invest.
The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the
date on which you start receiving the annuity payments under your
Contract. The amounts you accumulate during the accumulation phase
will generally determine the amount of annuity payments you will
receive. The income phase begins when you start receiving regular
annuity payments from your Contract on the annuity start date.
You determine (1) the amount and frequency of premium payments, (2)
the investments, (3) transfers between investments, (4) the type of
annuity to be paid after the accumulation phase, (5) the beneficiary
who will receive the death benefits, and (6) the amount and frequency
of withdrawals.
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:
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<PAGE>
[Table with Shaded Heading]
Annuity Options
|------------------------------------------------------------------------|
| Option 1 Income for a Payments are made for a specified |
| fixed period number of years to you |
| or your beneficiary. |
|------------------------------------------------------------------------|
| Option 2 Income for Payments are made for the rest of |
| life with a your life or longer for a specified |
| period certain 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 |
| period if you should die during the |
| period. |
|------------------------------------------------------------------------|
| Option 3 Joint life income Payments are made for your life |
| and the life of another person |
| (usually your spouse). |
|------------------------------------------------------------------------|
| Option 4 Annuity plan Any other annuitization plan that we|
| choose to offer on the annuity |
| start date. |
|------------------------------------------------------------------------|
Annuity payments under Options 1, 2 and 3 are fixed. Annuity
payments under Option 4 may be fixed or variable. 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 age 85. Under
certain circumstances, we may waive the minimum initial and
additional premium payment requirement. We may refuse a premium
payment if an initial premium or the sum of all premium payments is
more than $1,500,000.
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").
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.
4.THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 22
mutual fund investment portfolios through our Separate Account B.
The investment portfolios are described in the prospectuses for the
GCG Trust and the PIMCO Variable Insurance Trust. But if you invest
in any of the following investment portfolios, depending on market
conditions, you may make or lose money:
<TABLE>
<S> <C> <C>
THE GCG TRUST
Liquid Asset Series Growth & Income Series Small Cap Series
Limited Maturity Bond Series Growth Series Real Estate Series
Global Fixed Income Series Value Equity Series Hard Assets Series
Total Return Series Research Series Managed Global Series
Equity Income Series Strategic Equity Series Developing World Series
Fully Managed Series Capital Appreciation Series Emerging Markets Series
Rising Dividends Series Mid-Cap Growth Series
THE PIMCO TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
</TABLE>
2
<PAGE>
<PAGE>
5.EXPENSES
The Contract has insurance features and investment features, and
there are costs related to each. The Company deducts an annual
contract administrative charge of $40. We also collect a mortality
and expense risk charge and an asset-based administrative charge.
These 2 charges are deducted daily directly from the amounts in the
investment portfolios. The annual rate of the mortality and expense
risk charge is 0.90%. The asset-based administrative charge is 0.10%
annually.
Mortality & Expense Risk Charge..............0.90%
Asset-Based Administrative Charge............0.10%
----
Total.....................................1.00%
Each investment portfolio has charges for investment management fees
and other expenses. These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see
following table) of the portfolio's average daily net asset balance.
If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to
your state.
We deduct a distribution fee (annual sales load) in an annual amount
of 1.00% of each premium at the end of each contract year for a
period of 6 years from the date we receive and accept each premium
payment.
We deduct a withdrawal charge for each regular withdrawal after the
first in a contract year. The withdrawal charge is the lesser of $25
or 2% of each withdrawal.
We deduct a surrender charge if you surrender your Contract or
withdraw an amount exceeding the free withdrawal amount. The free
withdrawal amount in any year is 15% of your contract value on the
date of the withdrawal less any prior withdrawals during that
contract year. The following table shows the schedule of the
surrender charge that will apply. The surrender charge is a percent
of each premium payment.
COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+
SINCE PREMIUM PAYMENT | | | | | |
SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0%
The following table is designed to help you understand the Contract
charges. The "Total Annual Insurance Charges" column includes the
mortality and expense risk charge, the asset-based administrative
charge, and reflects the annual contract administrative charge as
0.06% (based on an average contract value of $65,000). The "Total
Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses during
1998, except for portfolios that commenced operations as of December
31, 1998 where the charges have been annualized. The column "Total
Annual Charges" reflects the sum of the previous two columns. The
columns under the heading "Examples" show you how much you would pay
under the Contract for a 1-year period and for a 10-year period.
As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end
of Year 10. For Years 1 and 10, the examples show the total annual
charges assessed during that time. For these examples, the premium
tax is assumed to be 0%.
3
<PAGE>
<PAGE>
[Table with shaded heading and shaded lines for readability]
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
Liquid Asset 1.06% 0.59% 1.65% $86.79 $286.61
Limited Maturity Bond 1.06% 0.60% 1.66% $86.89 $287.65
Global Fixed Income 1.06% 1.60% 2.66% $96.93 $386.18
Total Return 1.06% 0.97% 2.03% $90.61 $325.36
Equity Income 1.06% 0.98% 2.04% $90.71 $326.36
Fully Managed 1.06% 0.98% 2.04% $90.71 $326.36
Rising Dividends 1.06% 0.98% 2.04% $90.71 $326.36
Growth & Income 1.06% 1.08% 2.14% $91.72 $336.29
Growth 1.06% 1.09% 2.15% $91.82 $337.27
Value Equity 1.06% 0.98% 2.04% $90.71 $326.36
Research 1.06% 0.94% 2.00% $90.31 $322.36
Strategic Equity 1.06% 0.99% 2.05% $90.81 $327.36
Capital Appreciation 1.06% 0.98% 2.04% $90.71 $326.36
Mid-Cap Growth 1.06% 0.95% 2.01% $90.41 $323.36
Small Cap 1.06% 0.99% 2.05% $90.81 $327.36
Real Estate 1.06% 0.99% 2.05% $90.81 $327.36
Hard Assets 1.06% 1.00% 2.06% $90.92 $328.36
Managed Global 1.06% 1.26% 2.32% $93.53 $353.88
Developing World 1.06% 1.83% 2.89% $99.22 $407.35
Emerging Markets 1.06% 1.83% 2.89% $99.22 $407.35
THE PIMCO TRUST
PIMCO High Yield Bond 1.06% 0.75% 1.81% $88.40 $303.12
PIMCO StocksPLUS
Growth and Income 1.06% 0.65% 1.71% $87.39 $292.83
For the newly formed portfolios, the charges have been estimated.
The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolios. The Examples above include the 1.00% distribution fee
(annual sales load) and the Year 1 examples above include a 6%
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 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. In addition, if you
take more than one withdrawal (other than a systematic withdrawal)
during a contract year, we impose a charge of the lesser of $25 and
2.0% of the amount withdrawn for each additional withdrawal. Income
taxes and a penalty tax may apply to amounts withdrawn.
4
<PAGE>
<PAGE>
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 for the time
periods shown. These numbers reflect the deduction of the mortality
and expense risk charge, the asset-based administrative charge and
the annual contract fee, but do not reflect deductions for the
distribution fee (annual sales load) and any withdrawal charges. If
such charges were reflected, they would have the effect of reducing
performance. Please keep in mind that past performance is not a
guarantee of future results.
<TABLE>
CALENDAR YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990
Managed by A I M Capital Management, Inc.
Capital Appreciation(1) 11.49% 27.60% 18.98% 28.80% (2.64)% 7.16% -- -- --
Strategic Equity(2) (0.23) 21.86 18.13 -- -- -- -- -- --
Managed by T. Rowe Price Associates, Inc.
Fully Managed 4.77 14.13 15.14 19.45 (8.26) 6.45 5.10 27.58 (4.21)
Equity Income(2) 7.12 16.20 7.61 17.69 (2.22) 9.96 0.79 18.76 3.62
Managed by Kayne Anderson Investment Management, LLC
Rising Dividends 12.93 28.46 19.37 29.70 (0.47) -- -- -- --
Managed by EII Realty Securities, Inc.
Real Estate (14.38) 21.50 33.87 15.36 5.22 16.03 12.67 32.66 (21.64)
Managed by Eagle Asset Management, Inc.
Value Equity 0.48 25.95 9.44 33.85
Managed by Fred Alger Management, Inc.
Small Cap 19.71 9.16 18.84 -- -- -- -- -- --
Managed by Putnam Investment Management, Inc.
Emerging Markets (24.91) (10.34) 6.14 (11.06) (16.08) -- -- -- --
Managed Global 27.96 10.99 11.12 6.19 (13.63) 5.03
Managed by ING Investment Management, LLC
Limited Maturity Bond 5.73 5.54 3.20 10.55 (2.24) 5.08 3.73 10.10 6.72
Liquid Asset 3.94 3.98 3.86 4.41 2.60 1.55 2.03 4.54 6.60
Managed by Pacific Investment Management Company
PIMCO High Yield Bond -- -- -- -- -- -- -- -- --
PIMCO StocksPLUS Growth and Income -- -- -- -- -- -- -- -- --
Managed by Alliance Capital Management L.P.
Growth & Income(2) 10.79 23.83 -- -- -- -- -- -- --
Managed by Janus Capital Corporation
Growth(2) 25.49 14.55
Managed by Massachusetts Financial Services Company
Mid-Cap Growth 21.52 18.40 19.40 28.10 -- -- -- -- --
Total Return 10.41 19.59 12.48 23.22 -- -- -- -- --
Research 21.76 18.86 22.03 35.15 -- -- -- -- --
Managed by Baring International Investment Limited
Global Fixed Income 10.67 (0.41) 3.88 4.75 -- -- -- -- --
Hard Assets(2) (30.35) 5.04 31.84 9.53 1.45 48.37 (10.78) 3.60 (14.77)
Developing World(2) -- -- -- -- -- -- -- -- --
- --------------------------
(1)Prior to April 1, 1999, a different firm managed the Portfolio.
(2)Prior to March 1, 1999, a different firm managed the Portfolio.
</TABLE>
5
<PAGE>
<PAGE>
9.DEATH BENEFIT
If the contract owner or the annuitant dies before the annuity start
date, we will pay your beneficiary the death benefit proceeds under
the Contract unless the beneficiary is your surviving spouse and
elects to continue the Contract.
The death benefit may be subject to certain mandatory distribution
rules required by federal tax law.
If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD
(80 years old for Contracts with a contract date before November 6,
1992) at the time of purchase, the death benefit is the greater of:
1)the contract value; and
2)the guaranteed death benefit, which we determine as follows: we
credit interest each business day at the 7% annual effective
rate to the guaranteed death benefit from the preceding day
(which would be the initial premium if the preceding day is
the contract date), then we add additional premiums paid since
the preceding day, then we subtract any withdrawals made since
the preceding day. The maximum guaranteed death benefit is 2
times all premium payments, less an amount to reflect total
withdrawals taken. The actual interest rate used for
calculating the death benefit for the Liquid Asset investment
portfolio will be the lesser of the 7% annual effective rate
or the net rate of return for the portfolio during the
applicable period.
If the contract owner or the annuitant is AGE 76 OR OLDER at the time
of purchase (age 81 or older for Contracts with a contract date
before November 6, 1992), the death benefit is the greater of:
1)the cash surrender value; and
2)the total premium payments made under the Contract after
subtracting any withdrawals.
If you purchased the Contract in North Carolina before November 6,
1992, the following death benefit applies: if the contract owner or
the annuitant are both age 80 or younger at the time of purchase, the
death benefit is the greater of: (1) the contract value; and (2) the
total premium payments made under the contract after subtracting any
withdrawals. If the contract owner or the annuitant is age 81 or
older at the time of purchase, the death benefit is the greater of:
(1) the cash surrender value; and (2) the total premium payments made
under the Contract after subtracting any withdrawals.
The death benefit value is calculated at the close of the business
day on which we receive due proof of death at our Customer Service
Center. If your beneficiary elects to delay receipt of the death
benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the
annuity start date and you are the annuitant, your beneficiary will
receive the death benefit you chose under the annuity option then in
effect.
10.OTHER INFORMATION
FREE LOOK. You may cancel the Contract within 10 days after you
receive it. If applicable state law requires a longer free look
period, or the return of the premium paid, the Company will comply.
If you exercise your right to cancel, we will return the greater of
(a) the premium payments made and (b) the contract value plus any
amounts deducted under the Contract or by the Trust for taxes,
charges or fees.
TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers
among your investment portfolios as frequently as you wish without
any current tax implications. The minimum amount for a transfer is
$100. Currently there is no charge for transfers, and we do not
limit the number of transfers allowed. The Company may, in the
future, charge a $25 fee for any transfer after the twelfth transfer
in a contract year or limit the number of transfers allowed.
NO PROBATE. In most cases, when you die, the person you choose as
your beneficiary will receive the death benefit without going through
probate.
6
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<PAGE>
ADDITIONAL FEATURES. This Contract has other features you may be
interested in. These include:
Dollar Cost Averaging. This is a program that allows you to
invest a fixed amount of money in the investment portfolios each
month, which may give you a lower average cost per unit over time
than a single one-time purchase. Dollar cost averaging requires
regular investments regardless of fluctuating price levels, and
does not guarantee profits or prevent losses in a declining
market. This option is currently available only if you have
$10,000 or more in the Limited Maturity Bond or the Liquid Asset
investment portfolios.
Systematic Withdrawals. During the accumulation phase, you can
arrange to have money sent to you at regular intervals throughout
the year. Within limits these withdrawals will not result in any
withdrawal charge. Of course, any applicable income and penalty
taxes will apply on amounts withdrawn.
11.INQUIRIES
If you need more information after reading this prospectus, please
contact us at:
Customer Service Center
P.O. Box 2700
West Chester, Pennsylvania 19380
(800) 366-0066
or your registered representative.
7
<PAGE>
<PAGE>
[begin shaded block]
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
MAY 1, 1999
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA
[end shaded block]
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This prospectus describes GoldenSelect DVA, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden
American Life Insurance Company (the "Company," "we" or "our"). The
Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment
("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments
in one or more of 22 mutual fund investment portfolios. Your contract
value will vary daily to reflect the investment performance of the
investment portfolio(s) you select. The investment portfolios
available under your Contract and the portfolio managers are:
<TABLE>
<C> <C>
T. ROWE PRICE ASSOCIATES, INC. ALLIANCE CAPITAL MANAGEMENT L. P.
Fully Managed Series Growth & Income Series
Equity Income Series JANUS CAPITAL CORPORATION
A I M CAPITAL MANAGEMENT, INC. Growth Series
Capital Appreciation Series MASSACHUSETTS FINANCIAL SERVICES COMPANY
Strategic Equity Series Mid-Cap Growth Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC Total Return Series
Rising Dividends Series Research Series
EII REALTY SECURITIES, INC. ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Real Estate Series Limited Maturity Bond Series
BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Liquid Asset Series
Hard Assets Series PACIFIC INVESTMENT MANAGEMENT COMPANY
Developing World Series PIMCO High Yield Bond Portfolio
Global Fixed Income Series PIMCO StocksPLUS Growth and Income Portfolio
EAGLE ASSET MANAGEMENT, INC. PUTNAM INVESTMENT MANAGEMENT, INC.
Value Equity Series Emerging Markets Series
FRED ALGER MANAGEMENT, INC. Managed Global Series
Small Cap Series
</TABLE>
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the
divisions as "subaccounts" in this prospectus.
You have a right to return a Contract within 10 days after you
receive it for a full refund of the contract value (which may be more
or less than the premium payments you paid), or if required by your
state, the original amount of your premium payment. Longer free look
periods apply in some states.
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, 1999, has been filed with the
Securities and Exchange Commission. It is available without charge
upon request. To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.
- --------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AN INVESTMENT IN THE GCG TRUST OR THE PIMCO TRUST 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 AND THE PIMCO TRUST.
<PAGE>
<PAGE>
[Shaded Section Header]
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TABLE OF CONTENTS
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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
Golden American Life Insurance Company.....................7
The Trusts.................................................7
Golden American Separate Account B.........................8
The Investment Portfolios..................................8
Investment Objectives...................................8
Investment Portfolio Management Fees...................10
The Annuity Contract......................................11
Contract Date and Contract Year........................11
Annuity Start Date.....................................11
Contract Owner.........................................11
Annuitant..............................................11
Beneficiary............................................12
Purchase and Availability of the Contract..............12
Crediting of Premium Payments..........................12
Contract Value.........................................13
Cash Surrender Value...................................16
Surrendering to Receive the Cash Surrender Value.......14
Addition, Deletion or Substitution of Subaccounts
and Other Changes .....................................14
Other Contracts........................................14
Other Important Provisions.............................14
Withdrawals...............................................15
Regular Withdrawals....................................15
Systematic Withdrawals.................................15
IRA Withdrawals........................................16
Transfers Among Your Investments..........................16
Dollar Cost Averaging..................................17
Death Benefit.............................................17
Death Benefit During the Accumulation Phase............17
Death Benefit During the Income Phase..................18
Charges and Fees..........................................18
Charge Deduction Subaccount............................18
Charges Deducted from the Contract Value...............18
Distribution Fee.....................................19
Surrender Charge.....................................19
Free Withdrawal Amount...............................19
Surrender Charge for Excess Withdrawals..............19
Premium Taxes........................................19
Administrative Charge................................20
Transfer Charge......................................20
Charges Deducted from the Subaccounts..................20
Mortality and Expense Risk Charge....................20
i
<PAGE>
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[Shaded Section Header]
- --------------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- --------------------------------------------------------------------------
PAGE
Asset-Based Administrative Charge....................20
Trust Expenses.........................................20
The Annuity Options.......................................20
Annuitization of Your Contract.........................20
Selecting the Annuity Start Date.......................21
Frequency of Annuity Payments..........................21
The Annuity Options....................................21
Income for a Fixed Period............................21
Income for Life with a Period Certain................22
Joint Life Income....................................22
Annuity Plan.........................................22
Payment When Named Person Dies.........................22
Other Contract Provisions.................................22
Reports to Contract Owners.............................22
Suspension of Payments.................................22
In Case of Errors in Your Application..................23
Assigning the Contract as Collateral...................23
Other Contract Changes.................................23
Contract Changes-Applicable Tax Law....................23
Free Look..............................................23
Group or Sponsored Arrangements........................23
Selling the Contract...................................23
Other Information.........................................24
Voting Rights..........................................24
Year 2000 Problem......................................24
State Regulation.......................................24
Legal Proceedings......................................24
Legal Matters..........................................25
Experts................................................25
Federal Tax Considerations................................25
Statement of Additional Information
Table of Contents......................................
Appendix A
Condensed Financial Information........................A1
Appendix B
Surrender Charge for Excess Withdrawals Example........B1
ii
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[Shaded Section Header]
- --------------------------------------------------------------------------
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
Annuitant 11
Annuity Start Date 11
Cash Surrender Value 14
Contract Date 11
Contract Owner 11
Contract Value 13
Contract Year 11
Free Withdrawal Amount 19
Net Investment Factor 5
Death Benefit 17
The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:
TERMS USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals
1
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[Shaded Section Header]
- -----------------------------------------------------------------------
FEES AND EXPENSES
- -----------------------------------------------------------------------
OWNER TRANSACTION EXPENSE (deducted from contract value)
Distribution Fee (annual sales load) as a percentage of the
initial and each additional premium, deducted at the end of each
contract year following receipt of each premium over a six year
period from the date we receive and accept each premium payment...1.00%*
* Contracts with a contract date prior to May 3, 1993 and the
prospectus delivered in connection with such contracts described the
sales load, which is equivalent to the combination of the
distribution fee described above and surrender charge described
below. Limited Edition contracts purchased through Golden American
Separate Account D and the prospectus delivered in connection with
such contracts also described the sales load as a deferred load.
CONTRACT OWNER TRANSACTION EXPENSES
Surrender Charge:
COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+
SINCE PREMIUM PAYMENT | | | | | |
SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0%
Transfer Charge.........................................None**
**We may in the future charge $25 per transfer if you make more
than 12 transfers in a contract year.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge.....................................$40
(We waive this charge if premium payments paid in the first contract
year are $100,000 or more.)
WITHDRAWAL CHARGE (2% of the withdrawal for each
additional regular withdrawal after the first in a
contract year) not to exceed..............................$25
SEPARATE ACCOUNT ANNUAL CHARGES***
Mortality and Expense Risk Charge...........0.90%
Asset-Based Administrative Charge...........0.10%
----
Total Separate Account Charges..............1.00%
***As a percentage of average assets in each subaccount.
2
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THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of an investment portfolio or on the combined average
daily net assets of the indicated groups of portfolios):
[Table with Shaded Heading and Shaded Lines for readability]
|-------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES(2) EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3)|
|-------------------------------------------------------------------------|
| Liquid Asset 0.59% 0.59% 0.59% |
| Limited Maturity Bond 0.60% 0.00% 0.60% |
| Global Fixed Income 1.60% 0.00% 1.60%(3) |
| Total Return 0.94% 0.03% 0.97%(3) |
| Equity Income 0.98% 0.00% 0.98% |
| Fully Managed 0.98% 0.00% 0.98% |
| Rising Dividends 0.98% 0.00% 0.98% |
| Growth & Income 1.08% 0.00% 1.08% |
| Growth 1.08% 0.01% 1.09% |
| Value Equity 0.98% 0.00% 0.98% |
| Research 0.94% 0.00% 0.94% |
| Strategic Equity 0.98% 0.01% 0.99% |
| Capital Appreciation 0.98% 0.00% 0.98% |
| Mid-Cap Growth 0.94% 0.01% 0.95% |
| Small Cap 0.98% 0.01% 0.99% |
| Real Estate 0.98% 0.01% 0.99% |
| Hard Assets 0.98% 0.02% 1.00% |
| Managed Global 1.25% 0.01% 1.26% |
| Developing World 1.75% 0.08% 1.83% |
| Emerging Markets 1.75% 0.08% 1.83% |
| All-Growth(4) 0.98% 0.01% 0.99% |
| Growth Opportunities(4) 1.10% 0.05% 1.15% |
|-------------------------------------------------------------------------|
(1)Fees decline as combined assets 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, 1998, except for portfolios that
commenced operations in 1998 where the charges have been
annualized.
(3)Directed Services, Inc. is currently reimbursing expenses to
maintain total expenses at 0.97% for the Total Return portfolio
and 1.60% for the Global Fixed Income portfolio as shown.
Without this reimbursement, and based on current estimates, total
expenses would be 0.98% for the Total Return portfolio and 1.74%
for the Global Fixed Income portfolio. This reimbursement
agreement will remain in place through December 31, 1999.
(4)As of May 1, 1999, we no longer offer the All-Growth and Growth
Opportunities portfolios.
THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):
[Table with Shaded Heading and Shaded Lines for readability]
|-------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES(2) EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(1)|
|-------------------------------------------------------------------------|
| |
| PIMCO High Yield Bond 0.50% 0.25%(2) 0.75% |
| PIMCO StocksPLUS Growth |
| and Income 0.40% 0.25% 0.65% |
|-------------------------------------------------------------------------|
(1)PIMCO has agreed to waive some or all of its other expenses,
subject to potential future reimbursement, to the extent that
total expenses for the PIMCO High Yield Bond portfolio and PIMCO
StocksPLUS Growth and Income portfolio would exceed 0.75% and
0.65%, respectively, due to payment by the portfolios of their
pro rata portion of Trustees' fees. Without this agreement, and
based on current estimates, total expenses would be 0.81% for the
PIMCO High Yield Bond portfolio and 0.72% for the PIMCO
StocksPLUS Growth and Income portfolio.
(2)Since the PIMCO High Yield Bond portfolio commenced operations on
April 30, 1998, other expenses as shown has been annualized for
the year ended December 31, 1998.
The purpose of the foregoing tables is to help you understand the
various costs and expenses that you will bear directly and
indirectly. See the prospectuses of the GCG Trust and the PIMCO
Trust for additional information on portfolio expenses.
3
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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 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.............$86.79 $131.51 $167.86 $286.61
Limited Maturity Bond....$86.89 $131.82 $168.37 $287.65
Global Fixed Income .....$96.93 $161.85 $218.24 $386.18
Total Return.............$90.61 $143.03 $187.13 $325.36
Equity Income............$90.71 $143.34 $187.63 $326.36
Fully Managed............$90.71 $143.34 $187.63 $326.36
Rising Dividends.........$90.71 $143.34 $187.63 $326.36
Growth & Income..........$91.72 $146.35 $192.63 $336.29
Growth...................$91.82 $146.65 $193.13 $337.27
Value Equity.............$90.71 $143.34 $187.63 $326.36
Research.................$90.31 $142.13 $185.62 $322.36
Strategic Equity.........$90.81 $143.64 $188.13 $327.36
Capital Appreciation.....$90.71 $143.34 $187.63 $326.36
Mid-Cap Growth...........$90.41 $142.43 $186.12 $323.36
Small Cap................$90.81 $143.64 $188.13 $327.36
Real Estate..............$90.81 $143.64 $188.13 $327.36
Hard Assets..............$90.92 $143.94 $188.63 $328.36
Managed Global...........$93.53 $151.74 $201.58 $353.88
Developing World.........$99.22 $168.63 $229.35 $407.35
Emerging Markets.........$99.22 $168.63 $229.35 $407.35
All-Growth(1)............$90.81 $143.64 $188.13 $327.36
Growth Opportunities(1)..$92.42 $148.45 $196.12 $343.47
THE PIMCO TRUST
PIMCO High Yield Bond....$88.40 $136.38 $176.02 $303.12
PIMCO StocksPLUS Growth
and Income..............$87.39 $133.34 $170.93 $292.83
--------------------
(1)As of May 1, 1999, we no longer offer the All-Growth or
Growth Opportunities portfolios.
4
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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............$26.79 $81.51 $137.86 $286.61
Limited Maturity Bond...$26.89 $81.82 $138.37 $287.65
Global Fixed Income.....$36.93 $111.85 $188.24 $386.18
Total Return............$30.61 $93.03 $157.13 $325.36
Equity Income...........$30.71 $93.94 $157.63 $326.36
Fully Managed...........$30.71 $93.94 $157.63 $326.36
Rising Dividends........$30.71 $93.94 $157.63 $326.36
Growth & Income.........$31.72 $96.35 $162.63 $336.29
Growth..................$31.82 $96.65 $163.13 $337.27
Value Equity............$30.71 $93.94 $157.63 $326.36
Research................$30.31 $92.13 $155.62 $322.36
Strategic Equity........$30.81 $93.64 $158.13 $327.36
Capital Appreciation....$30.71 $93.94 $157.63 $326.36
Mid-Cap Growth..........$30.41 $92.43 $156.12 $323.36
Small Cap...............$30.81 $93.64 $158.13 $327.36
Real Estate.............$30.81 $93.64 $158.13 $327.36
Hard Assets.............$30.92 $93.94 $158.63 $328.36
Managed Global..........$33.53 $101.74 $171.58 $353.88
Developing World........$39.22 $118.63 $199.63 $407.35
Emerging Markets........$39.22 $118.63 $199.35 $407.35
All-Growth(1)...........$30.81 $93.64 $158.13 $327.36
Growth Opportunities(1).$32.42 $98.45 $166.12 $343.47
THE PIMCO TRUST
PIMCO High Yield Bond...$28.40 $86.38 $146.02 $303.12
PIMCO StocksPLUS Growth
and Income.............$27.39 $83.34 $140.93 $292.83
--------------------
(1)As of May 1, 1999, we no longer offer the All-Growth or
Growth Opportunities portfolios.
The examples above include the annual administrative charge as an
annual charge of 0.06% (based on an average contract value of
$65,000).
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT.
[Shaded Section Header]
- -----------------------------------------------------------------------
PERFORMANCE INFORMATION
- -----------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading. Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio. Shares in the investment portfolios are valued
at their net asset value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges
under the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:
5
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(1)We take the net asset value of the subaccount at the end of
each business day.
(2)We add to (1) the amount of any dividend or capital gains
distribution declared for the subaccount and reinvested in
such subaccount. We subtract from that amount a charge for
our taxes, if any.
(3)We divide (2) by the net asset value of the subaccount at the
end of the preceding business day.
(4)We then subtract the applicable daily mortality and expense
risk charge and the daily asset based administrative charge
from each subaccount.
Calculations for the subaccounts are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial
Information.
FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 and the audited consolidated
financial statements of Golden American for the years ended December
31, 1998, 1997 and 1996 are included in the Statement of Additional
Information.
PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate
Account B, including the average annual total return performance,
yields and other nonstandard measures of performance. Such
performance data will be computed, or accompanied by performance data
computed, in accordance with standards defined by the SEC.
Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period. Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount has been in existence.
We may show other total returns for periods less than one year.
Total return figures will be based on the actual historic performance
of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period, withdrawal of the investment at the end
of the period, and the deduction of all applicable portfolio and
contract charges. We may also show rates of total return on amounts
invested at the beginning of the period with no withdrawal at the end
of the period. Total return figures which assume no withdrawals at
the end of the period will reflect all recurring charges, but will
not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period
before September 3, 1996, during which it was maintained as a
subaccount of Golden American Separate Account D. In addition, we
may present historic performance data for the mutual fund investment
portfolios since their inception reduced by some or all of the fees
and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts.
This data is designed to show the performance that would have
resulted if the Contract had been in existence during that time.
Current yield for the Liquid Asset subaccount is based on income
received by hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-
day yield would be received for 52 weeks). We calculate "effective
yield" for the Liquid Asset subaccount in a manner similar to that
used to calculate yield, but when annualized, the income earned by
the investment is assumed to be reinvested. The "effective yield"
will thus be slightly higher than the "yield" because of the
compounding effect of earnings. We calculate quotations of yield for
the remaining subaccounts on all investment income per accumulation
unit earned during a given 30-day period, after subtracting fees and
expenses accrued during the period.
6
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We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services (a
widely used independent research firm which ranks mutual funds and
other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to assess the real
rate of return from an investment in the Contract. Our reports and
promotional literature may also contain other information including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.
Performance information reflects only the performance of a
hypothetical contract and should be considered in light of other
factors, including the investment objective of the investment
portfolio and market conditions. Please keep in mind that past
performance is not a guarantee of future results.
[Shaded Section Header]
- -----------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
- -----------------------------------------------------------------------
Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973. Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable
of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company with approximately $461.8
billion in assets as of December 31, 1998. Golden American is
authorized to sell insurance and annuities in all states, except New
York, and the District of Columbia. In May 1996, Golden American
established a subsidiary, First Golden American Life Insurance
Company of New York, which is authorized to sell annuities in New
York and Delaware. Golden American's consolidated financial
statements appear in the Statement of Additional Information.
Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distributor of the Contracts, and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management, LLC, a
portfolio manager of the GCG Trust. ING also owns Baring
International Investment Limited, another portfolio manager of the
GCG Trust.
Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.
[Shaded Section Header]
- -----------------------------------------------------------------------
THE TRUSTS
- -----------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts funding variable annuity and variable life insurance
policies offered by Golden American. The GCG Trust also sells its
shares to separate accounts of other insurance companies, both
affiliated and not affiliated with Golden American. Pending
Securities and Exchange Commission approval, shares of the GCG Trust
may also be sold to certain qualified pension and retirement plans.
7
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The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American,
for both variable annuity contracts and variable life insurance
policies and by qualified pension and retirement plans. The
principal address of the PIMCO Trust is 840 Newport Center Drive,
Suite 300, Newport Beach, CA 92660.
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 the PIMCO Trust, Directed Services, Inc., Pacific
Investment Management Company 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 AND THE PIMCO
TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES. YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.
[Shaded Section Header]
- -----------------------------------------------------------------------
GOLDEN AMERICAN SEPARATE ACCOUNT B
- -----------------------------------------------------------------------
Golden American Separate Account B ("Account B") was established as a
separate account of the Company on July 14, 1988. It is registered
with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts.
We own all the assets in Account B but such assets are kept separate
from our other accounts.
Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust
and the PIMCO Trust. 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 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 B. If the assets in Account B exceed
the required reserves and other liabilities, we may transfer the
excess to our general account. We are obligated to pay all benefits
and make all payments provided under the Contracts.
We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus. Account B may
also invest in other investment portfolios which are not available
under your Contract.
[Shaded Section Header]
- -----------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- -----------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments
and contract value to any of the 24 investment portfolios listed
below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE
TO THE INVESTMENT PORTFOLIOS AND MAY LOSE YOUR PRINCIPAL.
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below. You should understand that there is no guarantee that any
portfolio will meet its investment objectives. Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market
conditions. MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE
PIMCO TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
8
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[Shaded Section Header]
- -----------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- -----------------------------------------------------------------------
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 Seeks highest current income consistent with
low risk to principal and liquidity.
Bond 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 Seeks high total return.
Income Invests primarily in high-grade fixed income
securities, both foreign and domestic.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
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".
-------------------------------------------------------
Growth & Income Seeks long-term total return.
Invests primarily in common stocks of
companies where the potential for change
(earnings acceleration) is significant.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium-
and small-sized companies.
-------------------------------------------------------
Capital Seeks long-term capital growth.
Appreciation Invests primarily in equity securities
believed by the portfolio manager to be
undervalued.
-------------------------------------------------------
9
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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.
-------------------------------------------------------
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.
-------------------------------------------------------
Managed Global Seeks capital appreciation. Current income is
only an incidental consideration.
Invests primarily in common stocks traded in
securities markets throughout the world.
-------------------------------------------------------
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.
-------------------------------------------------------
PIMCO High Yield Seeks to maximize total return, consistent with
preservation of capital and
Bond prudent investment management.
Invests in at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by
Moody's Investor Services, Inc. or Standard &
Poor's or, if unrated, determined by the
portfolio manager to be of comparable quality.
-------------------------------------------------------
PIMCO StocksPLUS Seeks to achieve a total return which exceeds
Growth and Income the total return performance of the S&P 500.
Invests primarily in common stocks, options, futures,
options on futures and swaps.
-------------------------------------------------------
As of May 1, 1999, we no longer offer the following two portfolios:
All-Growth Seeks capital appreciation.
Invests primarily in growth securities of
middle-range capitalization companies.
-------------------------------------------------------
Growth Seeks capital appreciation.
Opportunities Invests primarily in equity securities of
domestic companies emphasizing companies with
market capitalizations of $1 billion or more.
-------------------------------------------------------
INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust and PIMCO serves as the overall adviser to the PIMCO Trust.
Directed Services, Inc. and PIMCO provide or procure, at their own
expense, the services necessary for the operation of the portfolios.
See the cover page of this prospectus for the names of the
corresponding portfolio managers. Directed Services, Inc. and PIMCO
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.
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The GCG Trust pays Directed Services, Inc. for its services a monthly
fee based on the annual rates of the average daily net assets of the
investment portfolios. Directed Services, Inc. (and not the GCG
Trust) in turn pays each portfolio manager a monthly fee for managing
the assets of the portfolios.
The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% 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 Trust.
More detailed information about each portfolio's management fees can
be found in the prospectuses for each Trust. You should read these
prospectuses before investing.
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THE ANNUITY CONTRACT
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The Contract described in this prospectus is a deferred variable
annuity contract. The Contract provides a means for you to invest in
one or more of the available mutual fund portfolios of the GCG Trust
and the PIMCO Trust funded by Account B.
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-
month period following the contract date is a contract year.
ANNUITY START DATE
The annuity start date is the date you start receiving annuity
payments under your Contract. The Contract, like all deferred
variable annuity contracts, has two phases: the accumulation phase
and the income phase. The accumulation phase is the period between
the contract date and the annuity start date. The income phase
begins when you start receiving regular annuity payments from your
Contract on the annuity start date.
CONTRACT OWNER
You are the contract owner. You are also the annuitant unless
another annuitant is named in the application. You have the rights
and options described in the Contract. One or more persons may own
the Contract. If there are multiple owners named, the age of the
oldest owner will determine the applicable death benefit if such
death benefit is available for multiple owners.
The death benefit becomes payable when you or the annuitant dies. In
the case of a sole contract owner who dies before the income phase
begins, we will pay the beneficiary the death benefit then due. The
sole contract owner's estate will be the beneficiary if no
beneficiary has been designated or the beneficiary has predeceased
the contract owner. In the case of a joint owner of the Contract
dying before the income phase begins, we will designate the surviving
contract owner as the beneficiary. This will override any previous
beneficiary designation.
JOINT OWNER. For non-qualified Contracts only, joint owners may
be named in a written request before the Contract is in effect.
Joint owners may independently exercise transfers and other
transactions allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights
of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the
Contract will pass to the surviving joint owner. The age of the
older owner will determine the applicable death benefit.
ANNUITANT
The annuitant is the person designated by you to be the measuring
life in determining annuity payments. The annuitant's age determines
when the income phase must begin and the amount of the annuity
payments to be paid. You are the annuitant unless you choose to name
another person. The annuitant may not be changed after the Contract
is in effect.
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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 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 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 at least
$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 refuse a premium payment if an initial premium or the sum of
all premium payments is more than $1,500,000.
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 they are
received in good order. 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. Once the completed application is
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received, we will allocate the payment to the subaccount(s) and/or
Fixed Interest Allocation(s) specified by you within 2 business days.
We will make inquiry to discover any missing information related to
subsequent payments. For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.
Once we allocate your premium payment to the subaccount(s) selected
by you, we convert the premium payment into accumulation units. We
divide the amount of the premium payment allocated to a particular
subaccount by the value of an accumulation unit for the subaccount to
determine the number of accumulation units of the subaccount to be
held with respect to your Contract. The net investment results of
each subaccount vary with its investment performance.
If your premium payment was transmitted by wire order from your
broker-dealer, we will follow one of the following two procedures
after we receive and accept the wire order and investment
instructions. The procedure we follow depends on state availability
and the procedures of your broker-dealer.
(1)If either your state or broker-dealer do not permit us to
issue a Contract without an application, we reserve the right
to rescind the Contract if we do not receive and accept a
properly completed application or enrollment form within 15
days of the premium payment. If we do not receive the
application or form within 15 days of the premium payment, we
will refund the contract value plus any charges we deducted,
and the Contract will be voided. Some states require that we
return the premium paid, in which case we will comply.
(2)If your state and broker-dealer allow us to issue a Contract
without an application, we will issue and mail the Contract to
you, together with an Application Acknowledgement Statement
for your execution. Until our Customer Service Center
receives the executed Application Acknowledgement Statement,
neither you nor the broker-dealer may execute any financial
transactions on your Contract unless they are requested in
writing by you.
In some states, we may require that an initial premium designated for
a subaccount of Account B 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.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date. Your contract value is the sum of the contract value
in each subaccount in which you are invested.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the
contract value in the subaccount in which you are invested is equal
to the initial premium paid and designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to
each subaccount specified by you, unless the Contract is issued in a
state that requires the return of premium payments during the free
look period, in which case, the portion of your initial premium will
be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid
Asset subaccount).
On each business day after the contract date, we calculate the amount
of contract value in each subaccount as follows:
(1)We take the contract value in the subaccount at the end of the
preceding business day.
(2)We multiply (1) by the subaccount's Net Investment Factor
since the preceding business day.
(3)We add (1) and (2).
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(4)We add to (3) any additional premium payments, and then add or
subtract transfers (and any associated charges) to or from
that subaccount.
(5)We subtract from (4) any withdrawals and any related charges,
and then subtract any contract fees, and distribution fee
(annual sales load), and premium taxes.
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract. The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested.
We do not guarantee any minimum cash surrender value. On any date
during the accumulation phase, we calculate the cash surrender value
as follows: we start with your contract value, then we deduct any
surrender charge, any charge for premium taxes, and any other charges
incurred but not yet deducted.
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is
living and before the annuity start date. A surrender will be
effective on the date your written request and the Contract are
received at our Customer Service Center. We will determine and pay
the cash surrender value at the price next determined after receipt
of your request. Once paid, all benefits under the Contract will be
terminated. For administrative purposes, we will transfer your money
to a specially designated subaccount (currently the Liquid Asset
subaccount) prior to processing the surrender. This transfer will
have no effect on your cash surrender value. You may receive the
cash surrender value in a single sum payment or apply it under one or
more annuity options. We will usually pay the cash surrender value
within 7 days.
Consult your tax advisor regarding the tax consequences associated
with surrendering your Contract. A surrender made before you reach
age 59 1/2 may result in a 10% tax penalty. See "Federal Tax
Considerations" for more details.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract. These subaccounts will invest in investment portfolios we
find suitable for your Contract.
We may amend the Contract to conform to applicable laws or
governmental regulations. If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the Securities and Exchange
Commission (and any other regulatory agency, if required) substitute
another portfolio for existing and future investments.
We also reserve the right to: (i) deregister Account B under the 1940
Act; (ii) operate Account B as a management company under the 1940
Act if it is operating as a unit investment trust; (iii) operate
Account B as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate
any voting rights as to Account B; and (v) combine Account B with
other accounts.
We will, of course, provide you with written notice before any of
these changes are effected.
OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the
same portfolios of the Trusts. These contracts have different
charges that could effect their performance, and may offer different
benefits more suitable to your needs. To obtain more information
about these other contracts, contact our Customer Service Center or
your registered representative.
OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death
Benefit," "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 subaccounts
from which amounts are to be withdrawn, otherwise the withdrawal will
be made on a pro rata basis from all of the subaccounts in which you
are invested. We will determine the contract value as of the close
of business on the day we receive your withdrawal request at our
Customer Service Center. The contract value may be more or less than
the premium payments made.
For administrative purposes, we will transfer your money to a
specially designated subaccount (currently, the Liquid Asset
subaccount) prior to processing the withdrawal. This transfer will
not effect the withdrawal amount you receive.
We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $1,000. If you take more than one
regular withdrawal in a contract year, we impose a charge of the
lesser of $25 and 2.0% of each additional amount withdrawn.
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a
monthly or quarterly basis from the contract value in the subaccounts
in which you are invested. You may elect payments to start as early
as 28 days after the contract date. You choose the date on which the
withdrawals will be made but this date cannot be later than the 28th
day of the month. If you do not choose a date, we will make the
withdrawals on the same calendar day of each month as the contract
date. Each withdrawal payment must be at least $100.
The amount of your withdrawal can either be a (i) fixed dollar
amount, or (ii) an amount based on a percentage of your contract
value from the subaccounts in which you are invested. Both options
are subject to the following maximums:
FREQUENCY MAXIMUM PERCENTAGE
Monthly 1.25%
Quarterly 3.75%
If you select a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum
percentage of your contract value on the withdrawal date, we will
reduce the amount withdrawn so that it equals such percentage. If
you select a percentage and the amount to be systematically withdrawn
based on that percentage would be less than the minimum of $100, we
will increase the amount to $100 provided it does not exceed the
maximum percentage. If it is below the maximum percentage we will
send the $100. If it is above the maximum percentage we will send
the amount, and then cancel the option.
You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date. You may elect to have
this option commence in a contract year where a regular withdrawal
has been taken, but you may not change the amount or percentage of
your withdrawals in any contract year during which you have
previously taken a regular withdrawal. You may not elect this if you
are taking IRA withdrawals.
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IRA WITHDRAWALS
If you have a non-Roth IRA Contract, and will be at least age 70 1/2
during the current calendar year, you may elect to have distributions
made to you to satisfy requirements imposed by Federal tax law. IRA
withdrawals provide payout of amounts required to be distributed by
the Internal Revenue Service rules governing mandatory distributions
under qualified plans. We will send you a notice before your
distributions commence. You may elect to take IRA withdrawals at
that time, or at a later date. You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time. If you do
not elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.
You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis. Under this option, you may elect payments to start as
early as 28 days after the contract date. You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month. If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract
date.
You may request that we calculate for you the amount that is required
to be withdrawn from your Contract each year based on the information
you give us and various choices you make. For information regarding
the calculation and choices you have to make, see the Statement of
Additional Information. The minimum dollar amount you can withdraw
is $100. When we determine the required IRA withdrawal amount for a
taxable year based on the frequency you select, if that amount is
less than $100, we will pay $100. At any time where the IRA
withdrawal amount is greater than the contract value, we will cancel
the Contract and send you the amount of the cash surrender value.
You may change the payment frequency of your IRA withdrawals once
each contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.
CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES ASSOCIATED
WITH TAKING WITHDRAWALS. Your 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 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.
Transfers will be based on values at the end of the business day in
which the transfer request is received at our Customer Service
Center.
The minimum amount that you may transfer is $100 or, if less, your
entire contract value held in a subaccount.
To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met. Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
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Account B and the Company will not be liable for following
instructions communicated by telephone 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 $10,000 of contract value in the Limited Maturity
Bond subaccount or the Liquid Asset subaccount. These subaccounts
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other
subaccounts selected by you.
The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment. Since we transfer the same
dollar amount to other subaccounts each month, more units of a
subaccount are purchased if the value of its unit is low and less
units are purchased if the value of its unit is high. Therefore, a
lower than average value per unit may be achieved over the long term.
However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities
regardless of fluctuating price levels. You should consider your
tolerance for investing through periods of fluctuating price levels.
You elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $250. If your source account
is the Limited Maturity Bond subaccount or the Liquid Asset
subaccount, the maximum amount that can be transferred each month is
your contract value in such source account divided by 12.
If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value in a source account is
equal or less than the amount you have elected to have transferred,
the entire amount will be transferred and the program will end. You
may terminate the dollar cost averaging program at any time by
sending satisfactory notice to our Customer Service Center at least 7
days before the next transfer date.
We may in the future offer additional subaccounts or withdraw any
subaccount to or from the dollar cost averaging program, suspend or
terminate this program. Of course, such change will not affect any
dollar cost averaging programs in operation at the time.
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DEATH BENEFIT
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
If the contract owner or the annuitant dies before the annuity start
date, we will pay your beneficiary the death benefit proceeds under
the Contract unless your beneficiary is the surviving spouse and
elects to continue the Contract.
If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD
(80 years old for Contracts with a contract date before November 6,
1992) at the time of purchase, the death benefit is the greater of:
1)the contract value; and
2)the guaranteed death benefit, which we determine as follows: we
credit interest each business day at the 7% annual effective
rate to the guaranteed death benefit from the preceding day
(which would be the initial premium if the preceding day is
the contract date), then we add additional premiums paid since
the preceding day, then we subtract any withdrawals made since
the preceding day. The maximum guaranteed death benefit is 2
times all premium payments, less an amount to reflect total
withdrawals taken. The actual interest rate used for
calculating the death benefit for the Liquid Asset subaccount
will be the lesser of the 7% annual effective rate or the net
rate of return for the subaccount during the applicable
period.
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If the contract owner or the annuitant is AGE 76 OR OLDER at the time
of purchase (age 81 or older for Contracts with a contract date
before November 6, 1992), the death benefit is the greater of:
1)the cash surrender value; and
2)the total premium payments made under the Contract after
subtracting any withdrawals.
If you purchased the Contract in North Carolina before November 6,
1992, the following death benefit applies: if the contract owner or
the annuitant are both age 80 or younger at the time or purchase, the
death benefit is the greater of: (1) the contract value: and (2) the
total premium payments made under the contract after subtracting any
withdrawals. If the contract owner or the annuitant is age 81 or
older at the time of purchase, the death benefit is the greater of:
(1) the cash surrender value; and (2) the total premium payments made
under the contract subtracting any withdrawals.
The death benefit value is calculated at the close of the business
day on which we receive proof of death at our Customer Service
Center. If your beneficiary elects to delay receipt of the death
benefit until a date after the time of 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.
HOW TO CLAIM PAYMENTS TO BENEFICIARY
We must receive due proof of the death of the annuitant or owner
(such as an official death certificate) at our Customer Service
Center before we will make any payments to the beneficiary. We will
calculate the death benefit as of the date we receive due proof of
death. The beneficiary should contact our Customer Service Center
for instructions.
WHEN WE MAKE PAYMENTS
We will pay death benefit proceeds and cash surrender value within
seven days after our Customer Service Center receives all the
information needed to process the payment.
DEATH BENEFIT DURING THE INCOME PHASE
If the contract owner or the annuitant dies after the annuity start
date, the Company will pay the beneficiary any certain benefit
remaining under the annuity in effect at the time.
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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:
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DISTRIBUTION FEE. We deduct a sales load in an annual amount of
1.00% of each premium at the end of each contract year for a period
of 6 years from the date we receive and accept each premium payment.
SURRENDER CHARGE. We will deduct a contingent deferred sales
charge (a "surrender charge") if you surrender your Contract or if
you take a withdrawal in excess of the Free Withdrawal Amount during
the 7-year period from the date we receive and accept a premium
payment. The surrender charge is based on a percentage of each
premium payment. This charge is intended to cover sales expenses
that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations, and will never charge more
than the maximum surrender charges as designated in this prospectus.
The percentage of premium payments deducted at the time of surrender
or excess withdrawal depends on the number of complete years that
have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment as follows:
COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6+
SINCE PREMIUM PAYMENT | | | | | |
SURRENDER CHARGE 6%| 5%| 4%| 3%| 2%| 1%| 0%
We will waive the surrender charge in most states in the following
events: (i) you begin receiving qualified extended medical care on or
after the first contract anniversary for at least 45 days during a 60
day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service
Center during the term of your care or within 90 days after the last
day of your care; or (ii) you are first diagnosed by a qualifying
medical professional, on or after the first contract anniversary, as
having a qualifying terminal illness. We have the right to require
an examination by a physician of our choice. If we require such an
examination, we will pay for it. You are required to send us
satisfactory written proof of illness. The waiver of surrender
charge may not be available in all states.
Contracts with a contract date prior to May 3, 1993 and the
prospectus delivered in connection with such contracts, described the
sales load as a deferred load, which is equivalent to the combination
of the distribution fee and surrender charge described above.
Limited Edition contracts purchased through Golden American Separate
Account D and the prospectus delivered in connection with such
contracts also described the sales load as a deferred load.
FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any
contract year is 15% of your contract value on the date of withdrawal
less any withdrawals during that contract year.
SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a
surrender charge for excess withdrawals. 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 from which the excess withdrawal was taken. In
instances where the excess withdrawal equals the entire contract
value in such subaccounts, we will deduct charges proportionately
from all other subaccounts in which you are invested.
For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments. Although we treat premium payments as being withdrawn
before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn
first.
PREMIUM TAXES. We may make a charge for state and local premium
taxes depending on the contract owner's state of residence. The tax
can range from 0% to 3.5% of the premium. We have the right to change
this amount to conform with changes in the law or if the contract
owner changes state of residence.
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We deduct the premium tax from your contract value on the annuity
start date. However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of
when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct
it on surrender of the Contract, on excess withdrawals or on the
annuity start date.
ADMINISTRATIVE CHARGE. We deduct an annual administrative charge
on each Contract anniversary, or if you surrender your Contract prior
to a Contract anniversary, at the time we determine the cash
surrender value payable to you. The amount deducted is $40 per
Contract. This charge is waived if you have a contract value
exceeding $100,000 at the end of a contract year or the sum of the
premiums paid equals or exceeds $100,000. We deduct the annual
administrative charge proportionately from all subaccounts in which
you are invested.
TRANSFER CHARGE. We deduct a $25 fee for each transfer after the
twelfth transfer in a contract year. We deduct the charge from the
subaccounts from which each such transfer is made in proportion to
the amount being transferred from each such subaccount, unless you
have chosen to have all charges deducted from a single subaccount.
The charge will not apply to any transfers due to the election of
dollar cost averaging and transfers we make to and from any
subaccount specially designated by the Company for such purpose.
REGULAR WITHDRAWAL CHARGE. If you take more than one regular
withdrawal during a contract year, we impose a charge of the lesser
of $25 and 2.0% of the amount withdrawn for each additional regular
withdrawal. The charge is deducted from the division(s) from which
each such regular withdrawal is made in proportion to the amount
being withdrawn from each division, unless you have chosen to use the
Charge Deduction Division.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the
rate of 0.002477% (equivalent to an annual rate of 0.90%) of the
assets you have in each subaccount.
ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge
from the assets in each subaccount, to compensate us for a portion of
the administrative expenses under the Contract. The daily charge is
at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the
assets in each subaccount.
TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts. Please read the respective Trust prospectus for details.
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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 an annuity option by making a written request
to us at least 30 days before the annuity start date. The amount of
the payments will be determined by applying your contract value on
the annuity start date in accordance with the annuity option you
chose.
You may also elect an annuity option on surrender of the Contract for
its cash surrender value or you may choose one or more annuity
options for the payment of death benefit proceeds while it is in
effect and before the annuity start date. If, at the time of the
contract owner's death or the annuitant's death (if the contract
owner is not an individual), no option has been chosen for paying
death benefit proceeds, the beneficiary may choose an annuity option
within 60 days. In all events, payments of death benefit proceeds
must comply with the distribution requirements of applicable federal
tax law.
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The minimum monthly annuity income payment that we will make is $20.
We may require that a single sum payment be made if the contract
value is less than $2,000 or if the calculated monthly annuity income
payment is less than $20.
For each annuity option we will issue a separate written agreement
putting the annuity option into effect. Before we pay any annuity
benefits, we require the return of your Contract. If your Contract
has been lost, we will require that you complete and return the
applicable lost Contract form. Various factors will affect the level
of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the
portfolios.
Our current annuity options provide only for fixed payments. Fixed
annuity payments are regular payments, the amount of which is fixed
and guaranteed by us. Some fixed annuity options provide fixed
payments either for a specified period of time or for the life of the
annuitant. The amount of life income payments will depend on the
form and duration of payments you chose, the age of the annuitant or
beneficiary (and gender, where appropriate) and the applicable
payment rate.
Our approval is needed for any option where:
(1)The person named to receive payment is other than the contract
owner or beneficiary;
(2)The person named is not a natural person, such as a
corporation; or
(3)Any income payment would be less than the minimum annuity
income payment allowed.
SELECTING THE ANNUITY START DATE
You select the date on which the annuity payments commence. The
annuity start date must be at least 3 years from the contract date,
but before the month immediately following the annuitant's 90th
birthday. If, on the annuity start date, a surrender charge remains,
the elected annuity option must include a period certain of at least
5 years.
For Contracts with contract dates before May 3, 1993, different
annuity commencement date limitations may apply.
If you do not select an annuity start date, it will automatically
begin in the month following the annuitant's 90th birthday.
If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not
be considered an annuity for federal tax purposes. 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. Consult your tax advisor.
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
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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. The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.
PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any
amounts still due as provided in the annuity agreement between you
and Golden American. The amounts we will pay are determined as
follows:
1) For Option 1, or any remaining guaranteed payments under Option
2, we will continue payments. Under Options 1 and 2, the
discounted values of the remaining guaranteed payments may be
paid in a single sum. This means we deduct the amount of the
interest each remaining guaranteed payment would have earned
had it not been paid out early. The discount interest rate is
never less than 3% for Option 1 and 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. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the
New York Stock Exchange is closed; (2) when trading on the New York
Stock Exchange is restricted; (3) when an emergency exists as
determined by the Securities and Exchange Commission so that the sale
of securities held in Account B may not reasonably occur or so that
the Company may not reasonably determine the value of Account B's net
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assets; or (4) during any other period when the Securities and
Exchange Commission so permits for the protection of security
holders.
IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex 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 sex.
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a
loan but understand that your rights and any beneficiary's rights may
be subject to the terms of the assignment. An assignment may have
federal tax consequences. You must give us satisfactory written
notice at our Customer Service Center in order to make or release an
assignment. We are not responsible for the validity of any
assignment.
CONTRACT CHANGES APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity. You will be given advance notice
of such changes.
OTHER CONTRACT CHANGES
You may change the contract to another annuity plan subject to our
rules at the time of the change.
FREE LOOK
You may cancel your Contract within your 10-day free look period. We
deem the free look period to expire 15 days after we mail the
Contract to you. Some states may require a longer free look period.
To cancel, you need to send your Contract to our Customer Service
Center or to the agent from whom you purchased it. We will refund
the contract value, including a refund of any charges deducted. The
Contract will be void as of the day we receive your Contract and your
request. Some states require that we return the premium paid rather
than the contract value. In these states, your premiums designated
for investment in the subaccounts will be allocated during the free
look period to a subaccount specially designated by the Company for
this purpose (currently, the Liquid Asset subaccount). If you
exercise your right to cancel, we will return the greater of (a) the
premium invested, and (b) the contract value plus any amounts
deducted under the Contract or by the Trust for taxes, charges or
fees. We may, in our discretion, require that premiums designated
for investment in the subaccounts from all other states be allocated
to the specially designated subaccount during the free look period.
If you keep your Contract after the free look period, we will put
your money in the subaccount(s) chosen by you, based on the
accumulation unit value next computed for each subaccount, chosen by
you.
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 principal underwriter and distributor of
the Contract as well as for other contracts issued through Account B
and other separate accounts of Golden American. We pay Directed
Services Inc. 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. DSI receives a
maximum of 6% commission, and passes through 100% of the commission
to the broker-dealer whose registered representative sold the
contract.
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[Shaded Table Header]
Underwriter Compensation
|----------------------------------------------------------------------------|
| NAME OF PRINCIPAL | AMOUNT OF | OTHER |
| UNDERWRITER | COMMISSION TO BE PAID | COMPENSATION |
| | | |
| Directed Services, Inc. | Maximum of 6% | Reimbursement of any |
| | of any initial | covered expenses incurred|
| | or additional | by registered |
| | premium payments | representatives in |
| | except when combined | connection with |
| | with some annual | the distribution |
| | trail commissions. | of the Contracts. |
|----------------------------------------------------------------------------|
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% of total premium
payments).
[Shaded Section Header]
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OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions. However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are
permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests. We count fractional votes. We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting. We will ask you for voting instructions by mail at least 10
days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all Contracts in that subaccount. We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.
YEAR 2000 PROBLEM
Like other business organizations and individuals around the world,
Golden American and Account B could be adversely affected if the
computer systems doing the accounts processing or on which Golden
American and/or Account B relies do not properly process and
calculate date-related information related to the end of the year
1999. This is commonly known as the Year 2000 (or Y2K) Problem.
Golden American is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the
computer systems that it uses and to obtain satisfactory assurances
that comparable steps are being taken by its and Account B's major
service providers. At this time, however, we cannot guarantee that
these steps will be sufficient to avoid any adverse impact on Golden
American and Account B.
STATE REGULATION
We are regulated by the Insurance Department of the State of
Delaware. We are also subject to the insurance laws and regulations
of all jurisdictions where we do business. The 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, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been
sought and/or material settlement payments have been made. We
believe that currently there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on the
Company or Account B.
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LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R.
Tashman, Esquire, Executive Vice President, General Counsel and
Secretary of Golden American. Sutherland Asbill & Brennan LLP of
Washington, D.C. has provided advice on certain matters relating to
federal securities laws.
EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing or incorporated by reference 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 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.
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 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 B, through
the subaccounts, will satisfy these diversification requirements.
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
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is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent
a contract owner from being treated as the owner of the Account B
assets supporting the Contract.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity
contract for federal income tax purposes, the Code requires any non-
qualified Contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of your
death. The non-qualified Contracts contain provisions that are
intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We
intend to review such provisions and modify them if necessary to
assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.
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 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.
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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.
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
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(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.
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 Golden American will belong to the spouse as
contract owner of the Contract. This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the
Contract or fails to make a timely election as described in this
paragraph. If the owner's beneficiary is a nonspouse, the
distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are
alive at the time of the contract owner's death.
If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death,
then we will pay the death benefit to the owner's beneficiary in a
cash payment within five years from date of death. We will determine
the death benefit as of the date we receive proof of death. We will
make payment of the proceeds on or before the end of the 5-year
period starting on the owner's date of death. Such cash payment will
be in full settlement of all our liability under the Contract.
If the contract owner dies after the annuity start date, we will
continue to distribute any benefit payable at least as rapidly as
under the annuity option then in effect. All of the contract owner's
rights granted under the Contract or allowed by us will pass to the
contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death
of the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.
28
<PAGE>
<PAGE>
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and
their employees. These retirement plans may permit the purchase of
the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or
transferred to any individual as a means to provide benefit payments,
unless the plan complies with all legal requirements applicable to
such benefits before transfer of the Contract. Employers intending
to use the Contract with such plans should seek competent advice.
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to
an individual retirement program known as an "Individual Retirement
Annuity" or "IRA." These IRAs are subject to limits on the amount
that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions
commence. Also, distributions from certain other types of qualified
retirement plans may be "rolled over" or transferred on a tax-
deferred basis into an IRA. There are significant restrictions on
rollover or transfer contributions from Savings Incentive Match Plans
(SIMPLE), under which certain employers may provide contributions to
IRAs on behalf of their employees, subject to special restrictions.
Employers may establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees. Sales of the
Contract for use with IRAs may be subject to special requirements of
the IRS.
ROTH IRAS
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.
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their
gross income the premium payments made, within certain limits, on a
Contract that will provide an annuity for the employee's retirement.
These premium payments may be subject to FICA (social security) tax.
Distributions of (1) salary reduction contributions made in years
beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59
1/2, separation from service, death or disability. Salary reduction
contributions may also be distributed upon hardship, but would
generally be subject to penalties.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax
consequences under the Contracts are not exhaustive, and special
rules are provided with respect to other tax situations not discussed
in this prospectus. Further, the federal income tax consequences
discussed herein reflect our understanding of current law, and the
law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of
distributions under a Contract depend on the individual circumstances
of each contract owner or recipient of the distribution. A competent
tax adviser should be consulted for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is
always the possibility that the tax treatment of the Contracts could
change by legislation or other means. It is also possible that any
change could be retroactive (that is, effective before the date of
the change). A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.
29
<PAGE>
<PAGE>
30
<PAGE>
<PAGE>
[Shaded Section Header]
- -----------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- -----------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Introduction............................................1
Description of Golden American Life Insurance Company...1
Safekeeping of Assets...................................1
The Administrator.......................................1
Independent Auditors....................................1
Distribution of Contracts...............................1
Performance Information.................................2
IRA Withdrawal Option...................................6
Other Information.......................................6
Financial Statements of Separate Account B..............6
Appendix Description of Bond Ratings.................A-1
- --------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
THE PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER; THE
ADDRESS IS SHOWN ON THE PROSPECTUS COVER.
- --------------------------------------------------------------------------
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT B.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
(DVA 5/99 6%)
91
<PAGE>
<PAGE>
This page intentionally left blank.
92
<PAGE>
<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 Golden American
Separate Account B available under the Contract for the indicated
periods. The commencement date of each subaccount and the starting
accumulation unit value is noted on the last row of each table. The
Managed Global subaccount commenced operations initially as a
subaccount of another separate account, the Managed Global Account of
Separate Account D of Golden American; however, at the time of
conversion the value of an accumulation unit did not change. As of
May 1, 1999, we no longer accept new allocations into the All-Growth
and Growth Opportunities subaccounts.
LIQUID ASSET
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.89 1,767,965 $26,328 |
| 1997 14.32 1,598,949 22,894 |
| 1996 13.76 1,707,724 23,502 |
| 1995 13.24 2,096,044 27,757 |
| 1994 12.68 2,794,493 35,422 |
| 1993 12.35 914,801 11,295 |
| 1992 12.15 499,686 6,072 |
| 1991 11.90 64,151 764 |
| 1990 11.38 8,420 |
| 1989 10.68 2,191 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
LIMITED MATURITY BOND
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $17.42 2,087,318 $36,352 |
| 1997 16.46 2,370,299 39,020 |
| 1996 15.59 2,887,112 45,004 |
| 1995 15.10 4,103,020 61,935 |
| 1994 13.65 4,956,843 67,647 |
| 1993 13.95 4,541,627 63,358 |
| 1992 13.27 2,156,633 28,616 |
| 1991 12.78 327,992 4,193 |
| 1990 11.61 8,010 |
| 1989 10.88 2,596 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
A1
<PAGE>
<PAGE>
GLOBAL FIXED INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $13.31 13,446 $ 179 |
| 5/1/89 12.28 -- -- |
|-------------------------------------------------------------|
TOTAL RETURN
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $18.02 431,678 $ 7,778 |
| 1997 16.31 206,943 3,375 |
| 1/20/97 13.93 -- -- |
|-------------------------------------------------------------|
EQUITY INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.80 7,799,102 $177,844 |
| 1997 21.28 9,651,400 205,341 |
| 1996 18.30 12,399,943 226,919 |
| 1995 17.00 16,134,381 274,218 |
| 1994 14.43 18,607,114 268,575 |
| 1993 14.75 15,891,397 234,442 |
| 1992 13.41 5,539,622 74,284 |
| 1991 13.30 1,341,835 17,841 |
| 1990 11.19 23,963 |
| 1989 10.82 15,556 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
A2
<PAGE>
<PAGE>
FULLY MANAGED
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $21.34 4,133,650 $ 88,227 |
| 1997 20.36 5,032,148 102,451 |
| 1996 17.83 6,069,822 108,215 |
| 1995 15.48 7,054,994 109,184 |
| 1994 12.95 7,157,931 92,695 |
| 1993 14.11 6,925,734 97,693 |
| 1992 13.24 2,028,812 26,869 |
| 1991 12.59 186,207 2,345 |
| 1990 9.87 5,414 |
| 1989 10.38 5,334 |
| 1/24/89 10.00 -- |
|-------------------------------------------------------------|
RISING DIVIDENDS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $23.06 4,465,604 $102,983 |
| 1997 20.41 4,885,378 99,708 |
| 1996 15.88 5,296,367 84,105 |
| 1995 13.30 5,536,766 73,617 |
| 1994 4,783,551 49,016 |
| 1993 1,347,635 13,866 |
| 10/4/93 10.00 -- -- |
|-------------------------------------------------------------|
GROWTH & INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $17.20 486,360 $ 8,365 |
| 1997 15.51 559,791 8,685 |
| 1996 12.52 389,432 4,877 |
| 9/3/96 10.97 -- -- |
|-------------------------------------------------------------|
A3
<PAGE>
<PAGE>
GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $16.47 299,829 $ 4,940 |
| 1997 13.12 230,798 3,028 |
| 1/20/97 12.05 -- -- |
|-------------------------------------------------------------|
VALUE EQUITY
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $18.58 1,052,008 $19,542 |
| 1997 18.48 1,369,251 25,301 |
| 1996 14.66 1,387,641 20,348 |
| 1995 13.39 1,676,442 22,449 |
| 1/1/95 10.00 -- -- |
|-------------------------------------------------------------|
RESEARCH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $23.27 488,822 $11,377 |
| 1997 19.11 310,066 5,924 |
| 1/20/97 16.31 -- -- |
|-------------------------------------------------------------|
STRATEGIC EQUITY
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.40 772,105 $11,117 |
| 1997 14.42 1,011,370 14,587 |
| 1996 11.83 830,804 9,828 |
| 1995 10.01 362,606 3,629 |
| 10/2/95 10.00 -- -- |
|-------------------------------------------------------------|
A4
<PAGE>
<PAGE>
CAPITAL APPRECIATION
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $25.13 4,689,939 $117,875 |
| 1997 22.53 5,724,823 128,989 |
| 1996 17.65 6,704,917 118,334 |
| 1995 14.83 7,627,317 113,076 |
| 1994 11.50 7,419,377 85,356 |
| 1993 11.81 6,989,513 82,535 |
| 1992 11.01 1,421,494 15,655 |
| 5/4/92 10.00 -- -- |
|-------------------------------------------------------------|
MID-CAP GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.84 315,603 $ 7,210 |
| 1997 18.79 239,052 4,492 |
| 1996 15.86 167,020 2,649 |
| 9/3/96 14.79 -- -- |
|-------------------------------------------------------------|
SMALL CAP
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $15.55 701,203 $10,908 |
| 1997 12.99 895,702 11,632 |
| 1996 11.89 922,560 10,970 |
| 1/2/96 10.00 -- -- |
|-------------------------------------------------------------|
A5
<PAGE>
<PAGE>
REAL ESTATE
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.60 1,158,462 $26,182 |
| 1997 26.38 1,522,527 40,160 |
| 1996 21.70 1,740,369 37,764 |
| 1995 16.20 1,965,015 31,835 |
| 1994 14.04 2,403,805 33,740 |
| 1993 13.33 1,879,946 25,064 |
| 1992 11.48 180,596 2,074 |
| 1991 10.19 15,424 157 |
| 1990 7.68 310 |
| 1989 9.90 650 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
HARD ASSETS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.85 752,885 $11,178 |
| 1997 21.30 1,137,136 24,217 |
| 1996 20.26 1,426,490 28,904 |
| 1995 15.36 1,433,795 22,026 |
| 1994 14.02 1,917,571 26,880 |
| 1993 13.81 1,081,745 14,939 |
| 1992 9.30 52,270 486 |
| 1991 10.42 14,155 148 |
| 1990 10.05 2,460 |
| 1989 11.86 2,321 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
MANAGED GLOBAL
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $15.27 3,944,829 $ 60,230 |
| 1997 11.93 5,055,107 60,290 |
| 1996 10.74 6,082,208 65,322 |
| 1995 9.66 72,375 |
| 1994 9.09 9,146,015 83,148 |
| 1993 10.52 8,037,403 84,537 |
| 1992 10.01 3,869,327 38,724 |
| 10/21/92 10.00 -- -- |
|-------------------------------------------------------------|
A6
<PAGE>
<PAGE>
DEVELOPING WORLD
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ 7.31 4,598 $ 34 |
| 5/1/89 10.43 -- -- |
|-------------------------------------------------------------|
EMERGING MARKETS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ 6.64 1,548,999 $ 10,288 |
| 1997 8.84 2,213,928 19,566 |
| 1996 9.85 2,752,396 27,112 |
| 1995 9.27 3,533,661 32,775 |
| 1994 10.42 5,090,502 53,052 |
| 1993 12.41 2,094,301 25,990 |
| 10/4/93 10.00 -- -- |
|-------------------------------------------------------------|
PIMCO HIGH YIELD BOND
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $10.11 107,998 $ 1,092 |
| 5/1/98 10.00 -- -- |
|-------------------------------------------------------------|
PIMCO STOCKSPLUS
GROWTH AND INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $11.14 160,283 $ 1,786 |
| 5/1/98 10.00 -- -- |
|-------------------------------------------------------------|
A7
<PAGE>
<PAGE>
ALL-GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $16.03 2,394,552 $38,396 |
| 1997 14.79 3,158,455 46,708 |
| 1996 14.11 4,275,253 60,324 |
| 1995 14.34 5,828,945 83,560 |
| 1994 11.83 5,569,278 65,874 |
| 1993 13.39 3,755,633 50,290 |
| 1992 12.69 1,230,777 15,623 |
| 1991 13.16 225,266 2,965 |
| 1990 9.74 4,528 |
| 1989 10.71 3,078 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
GROWTH OPPORTUNITIES
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ 9.69 13,050 $ 126 |
| 5/1/89 10.79 -- -- |
|-------------------------------------------------------------|
A8
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled
in Delaware
- --------------------------------------------------------------------------
G 3107 5/99
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
[begin shaded block]
PROFILE OF
GOLDENSELECT DVA SERIES 100
FIXED AND VARIABLE ANNUITY CONTRACT
MAY 1, 1999
[inset within shaded block]
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.
[end inset within shaded block]
[end shaded block]
1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred variable
annuity contract between you and Golden American Life Insurance
Company. The Contract provides a means for you to invest on a tax-
deferred basis in one or more of 22 mutual fund investment portfolios
(listed on the next page) through our Separate Account B listed on
the next page. You may not make any money, and you can even lose the
money you invest.
The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the
date on which you start receiving the annuity payments under your
Contract. The amounts you accumulate during the accumulation phase
will generally determine the amount of annuity payments you will
receive. The income phase begins when you start receiving regular
annuity payments from your Contract on the annuity start date.
You determine (1) the amount and frequency of premium payments, (2)
the investments, (3) transfers between investments, (4) the type of
annuity to be paid after the accumulation phase, (5) the beneficiary
who will receive the death benefits, and (6) the amount and frequency
of withdrawals.
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:
<PAGE>
<PAGE>
[Table with Shaded Heading]
Annuity Options
|------------------------------------------------------------------------|
| Option 1 Income for a Payments are made for a specified |
| fixed period number of years to you |
| or your beneficiary. |
|------------------------------------------------------------------------|
| Option 2 Income for Payments are made for the rest of |
| life with a your life or longer for a specified |
| period certain 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 |
| period if you should die during the |
| period. |
|------------------------------------------------------------------------|
| Option 3 Joint life income Payments are made for your life |
| and the life of another person |
| (usually your spouse). |
|------------------------------------------------------------------------|
| Option 4 Annuity plan Any other annuitization plan that we|
| choose to offer on the annuity |
| start date. |
|------------------------------------------------------------------------|
Annuity payments under Options 1, 2 and 3 are fixed. Annuity
payments under Option 4 may be fixed or variable. 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 $25,000 or
more for qualified and non-qualified contracts up to and including
age 85. We will only accept a rollover contribution of $25,000 or
more for qualified plans. You may make additional payments of $500 or
more ($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. We may refuse a premium
payment if an initial premium or the sum of all premium payments is
more than $1,500,000.
Who may purchase this Contract? The Contract 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").
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.
4.THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 24
mutual fund investment portfolios through our Separate Account B.
The investment portfolios are described in the prospectuses for the
GCG Trust and the PIMCO Variable Insurance Trust. But if you invest
in any of the following investment portfolios, depending on market
conditions, you may make or lose money:
<TABLE>
<S> <C> <C>
THE GCG TRUST
Liquid Asset Series Growth & Income Series Small Cap Series
Limited Maturity Bond Series Growth Series Real Estate Series
Global Fixed Income Series Value Equity Series Hard Assets Series
Total Return Series Research Series Managed Global Series
Equity Income Series Strategic Equity Series Developing World Series
Fully Managed Series Capital Appreciation Series Emerging Markets Series
Rising Dividends Series Mid-Cap Growth Series
THE PIMCO TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
</TABLE>
2
<PAGE>
<PAGE>
5.EXPENSES
The Contract has insurance features and investment features, and
there are costs related to each. We also collect a mortality and
expense risk charge and an asset-based administrative charge. These
2 charges are deducted daily directly from the amounts in the
investment portfolios. The annual rate of the mortality and expense
risk charge is 1.25%. The asset-based administrative charge is 0.10%
annually.
Mortality & Expense Risk Charge.......1.25%
Asset-Based Administrative Charge.....0.10%
Total..............................1.35%
Each investment portfolio has charges for investment management fees
and other expenses. These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see
following table) of the portfolio's average daily net asset balance.
If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to
your state.
We deduct a distribution fee (annual sales load) in an annual amount
of 0.65% of each premium at the end of each contract year for a
period of 10 years from the date we receive and accept each premium
payment.
We deduct a withdrawal charge for each regular withdrawal after the
first in a contract year. The withdrawal charge is the lesser of $25
or 2% of each withdrawal.
The following table is designed to help you understand the Contract
charges. The "Total Annual Insurance Charges" column includes the
mortality and expense risk charge and the asset-based administrative
charge. The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on
actual expenses during 1998, except for portfolios that commenced
operations as of during 1998 where the charges have been annualized.
The column "Total Annual Charges" reflects the sum of the previous
two columns. The columns under the heading "Examples" show you how
much you would pay under the Contract for a 1-year period and for a
10-year period.
As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end
of Year 10. For Years 1 and 10, the examples show the total annual
charges assessed during that time. For these examples, the premium
tax is assumed to be 0%.
3
<PAGE>
<PAGE>
[Table with shaded heading and shaded lines for readability]
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
Liquid Asset 1.35% 0.59% 1.94% $26.20 $285.17
Limited Maturity Bond 1.35% 0.60% 1.95% $26.30 $286.19
Global Fixed Income 1.35% 1.60% 2.95% $36.30 $382.86
Total Return 1.35% 0.97% 2.32% $30.01 $323.20
Equity Income 1.35% 0.98% 2.33% $30.11 $324.17
Fully Managed 1.35% 0.98% 2.33% $30.11 $324.17
Rising Dividends 1.35% 0.98% 2.33% $30.11 $324.17
Growth & Income 1.35% 1.08% 2.43% $31.11 $333.91
Growth 1.35% 1.09% 2.44% $31.21 $334.88
Value Equity 1.35% 0.98% 2.33% $30.11 $324.17
Research 1.35% 0.94% 2.29% $29.71 $320.25
Strategic Equity 1.35% 0.99% 2.34% $30.21 $325.15
Capital Appreciation 1.35% 0.98% 2.33% $30.11 $324.17
Mid-Cap Growth 1.35% 0.95% 2.30% $29.81 $321.23
Small Cap 1.35% 0.99% 2.34% $30.21 $325.15
Real Estate 1.35% 0.99% 2.34% $30.21 $325.15
Hard Assets 1.35% 1.00% 2.35% $30.31 $326.13
Managed Global 1.35% 1.26% 2.61% $32.91 $351.17
Developing World 1.35% 1.83% 3.18% $38.59 $403.64
Emerging Markets 1.35% 1.83% 3.18% $38.59 $403.64
THE PIMCO TRUST
PIMCO High Yield Bond 1.35% 0.75% 2.10% $27.80 $301.37
PIMCO StocksPLUS
Growth and Income 1.35% 0.65% 2.00% $26.80 $291.28
The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolios. The 1 Year and 10 Year Examples above include the 0.65%
distribution fee (annual sales load). 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 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. If you take more than one withdrawal (other
than a systematic withdrawal) during a contract year, we impose a
charge of the lesser of $25 and 2.0% of the amount withdrawn for each
additional withdrawal. In no event may a withdrawal or a combination
of regular withdrawals and systematic withdrawals received or
expected to be received during the contract year, exceed 25% of the
4
<PAGE>
<PAGE>
accumulation value as of the date of the current withdrawal. Income
taxes and a penalty tax may apply to amounts withdrawn.
8.PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart
shows average annual total return for 1998. These numbers reflect
the deduction of the mortality and expense risk charge and the asset-
based administrative charge, but do not reflect deductions for the
distribution fee (annual sales load) and any withdrawal charges. If
withdrawal charges were reflected, they would have the effect of
reducing performance. Please keep in mind that past performance is
not a guarantee of future results.
<TABLE>
CALENDAR YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990
Managed by A I M Capital Management, Inc.
Capital Appreciation(1) 11.55% 27.67% 19.05% 28.86% (2.57)% 7.22% -- -- --
Strategic Equity(2) (0.17) 21.92 18.19 -- -- -- -- -- --
Managed by T. Rowe Price Associates, Inc.
Fully Managed 4.84 14.20 15.20 19.51 (8.20) 6.51 5.16 27.64 (4.15)
Equity Income(2) 7.18 16.26 7.67 17.75 (2.16) 10.02 0.86 18.83 3.68
Managed by Kayne Anderson Investment Management, LLC
Rising Dividends 12.99 28.53 19.43 29.76 (0.41) -- -- -- --
Managed by EII Realty Securities, Inc.
Real Estate (14.32) 21.56 33.94 15.42 5.28 16.10 12.73 32.72 (21.58)
Managed by Eagle Asset Management, Inc.
Value Equity 0.54 26.01 9.51 33.91 -- -- -- -- --
Managed by Fred Alger Management, Inc.
Small Cap 19.77 9.22 18.91 -- -- -- -- -- --
Managed by Putnam Investment Management, Inc.
Emerging Markets (24.85) (10.28) 6.20 (11.00)(16.02) -- -- -- --
Managed Global 28.02 11.05 11.19 6.25 (13.57) 5.10 -- -- --
Managed by ING Investment Management, LLC
Limited Maturity Bond 5.79 5.60 3.27 10.61 (2.17) 5.14 3.79 10.16 6.79
Liquid Asset 4.00 4.04 3.92 4.47 2.66 1.61 2.09 4.60 6.67
Managed by Pacific Investment Management Company
PIMCO High Yield Bond -- -- -- -- -- -- -- -- --
PIMCO StocksPLUS Growth
and Income -- -- -- -- -- -- -- -- --
Managed by Alliance Capital Management L.P.
Growth & Income(2) 10.85 23.89 -- -- -- -- -- -- --
Managed by Janus Capital Corporation
Growth(2) 25.56 14.61 -- -- -- -- -- -- --
Managed by Massachusetts Financial Services Company
Mid-Cap Growth 21.58 18.46 19.46 28.16 -- -- -- -- --
Total Return 10.48 19.65 12.54 23.29 -- -- -- -- --
Research 21.82 18.92 22.10 35.21 -- -- -- -- --
Managed by Baring International Investment Limited
Global Fixed Income 10.73 (0.34) 3.94 4.81 -- -- -- -- --
Hard Assets(2) (30.29) 5.10 31.90 9.59 1.51 48.43 (10.71) 3.66 (14.70)
Developing World(2) -- -- -- -- -- -- -- -- --
__________________________
(1)Prior to April 1, 1999, a different firm managed the Portfolio.
(2)Prior to March 1, 1999, a different firm managed the Portfolio.
</TABLE>
5
<PAGE>
<PAGE>
9.DEATH BENEFIT
If the contract owner or the annuitant dies before the annuity start
date, we will pay your beneficiary the death benefit proceeds under
the Contract unless the beneficiary is your surviving spouse and
elects to continue the Contract.
The death benefit may be subject to certain mandatory distribution
rules required by federal tax law.
If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD
(80 years old for Contracts with a contract date before November 6,
1992) at the time of purchase, the death benefit is the greater of:
1) the contract value; and
2) the guaranteed death benefit, which we determine as follows: we
credit interest each business day at the 7% annual effective
rate to the guaranteed death benefit from the preceding day
(which would be the initial premium if the preceding day is
the contract date), then we add additional premiums paid since
the preceding day, then we subtract any withdrawals made since
the preceding day. The maximum guaranteed death benefit is 2
times all premium payments, less an amount to reflect total
withdrawals taken. The actual interest rate used for
calculating the death benefit for the Liquid Asset investment
portfolio will be the lesser of the 7% annual effective rate
or the net rate of return for the portfolio during the
applicable period.
If the contract owner or the annuitant is AGE 76 OR OLDER at the time
of purchase (age 81 or older for Contracts with a contract date
before November 6, 1992), the death benefit is the greater of:
1) the cash surrender value; and
2) the total premium payments made under the Contract after
subtracting any withdrawals.
If you purchased the Contract in North Carolina before November 6,
1992, the following death benefit applies: if the contract owner or
the annuitant are both age 80 or younger at the time of purchase, the
death benefit is the greater of: (1) the contract value: and (2) the
total premium payments made under the contract after subtracting any
withdrawals. If the contract owner or the annuitant is age 81 or
older at the time of purchase, the death benefit is the greater of:
(1) the cash surrender value; and (2) the total premium payments made
under the contract after subtracting any withdrawals.
The death benefit value is calculated at the close of the business
day on which we receive due proof of death at our Customer Service
Center. If your beneficiary elects to delay receipt of the death
benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the
annuity start date and you are the annuitant, your beneficiary will
receive the death benefit you chose under the annuity option then in
effect.
10.OTHER INFORMATION
FREE LOOK. You may cancel the Contract within 10 days after you
receive it. If applicable state law requires a longer free look
period, or the return of the premium paid, the Company will comply.
If you exercise your right to cancel, we will return the greater of
(a) the premium payments made, and (b) the contract value plus any
amounts deducted under the Contract or by the Trust for taxes,
charges or fees.
TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers
among your investment as frequently as you wish without any current
tax implications. The minimum amount for a transfer is $100.
Currently there is no charge for transfers, and we do not limit the
number or transfers allowed. The Company may, in the future, charge
a $25 fee for any transfer after the twelfth transfer in a contract
year or limit the number of transfers allowed.
NO PROBATE. In most cases, when you die, the person you choose as
your beneficiary will receive the death benefit without going through
probate.
6
<PAGE>
<PAGE>
ADDITIONAL FEATURES. This Contract has other features you may be
interested in. These include:
Dollar Cost Averaging. This is a program that allows you to
invest a fixed amount of money in the investment portfolios each
month, which may give you a lower average cost per unit over time
than a single one-time purchase. Dollar cost averaging requires
regular investments regardless of fluctuating price levels, and
does not guarantee profits or prevent losses in a declining
market. This option is currently available only if you have
$10,000 or more in the Limited Maturity Bond or the Liquid Asset
investment.
Systematic Withdrawals. During the accumulation phase, you can
arrange to have money sent to you at regular intervals throughout
the year. Within limits these withdrawals will not result in any
withdrawal charge. Of course, any applicable income and penalty
taxes will apply on amounts withdrawn.
11.INQUIRIES
If you need more information after reading this prospectus, please
contact us at:
Customer Service Center
P.O. BOX 2700
WEST CHESTER, PENNSYLVANIA 19380
(800) 366-0066
or your registered representative.
7
<PAGE>
<PAGE>
[begin shaded block]
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
MAY 1, 1999
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA SERIES 100
[end shaded block]
- ------------------------------------------------------------------------
This prospectus describes GoldenSelect DVA Series 100, a group and
individual deferred variable annuity contract (the "Contract")
offered by Golden American Life Insurance Company (the "Company,"
"we" or "our"). The Contract is available in connection with certain
retirement plans that qualify for special federal income tax
treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").
The Contract provides a means for you to invest your premium payments
in one or more of 22 mutual fund investment portfolios. Your contract
value will vary daily to reflect the investment performance of the
investment portfolio(s) you select. The investment portfolios
available under your Contract and the portfolio managers are:
<TABLE>
<C> <C>
T. ROWE PRICE ASSOCIATES, INC. ALLIANCE CAPITAL MANAGEMENT L. P.
Fully Managed Series Growth & Income Series
Equity Income Series JANUS CAPITAL CORPORATION
A I M CAPITAL MANAGEMENT, INC. Growth Series
Capital Appreciation Series MASSACHUSETTS FINANCIAL SERVICES COMPANY
Strategic Equity Series Mid-Cap Growth Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC Total Return Series
Rising Dividends Series Research Series
EII REALTY SECURITIES, INC. ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Real Estate Series Limited Maturity Bond Series
BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE) Liquid Asset Series
Hard Assets Series PACIFIC INVESTMENT MANAGEMENT COMPANY
Developing World Series PIMCO High Yield Bond Portfolio
Global Fixed Income Series PIMCO StocksPLUS Growth and Income Portfolio
EAGLE ASSET MANAGEMENT, INC. PUTNAM INVESTMENT MANAGEMENT, INC.
Value Equity Series Emerging Markets Series
FRED ALGER MANAGEMENT, INC. Managed Global Series
Small Cap Series
</TABLE>
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the
divisions as "subaccounts" in this prospectus.
You have a right to return a Contract within 10 days after you
receive it for a full refund of the contract value (which may be more
or less than the premium payments you paid), or if required by your
state, the original amount of your premium payment. Longer free look
periods apply in some states.
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, 1999 has been filed with the
Securities and Exchange Commission. It is available without charge
upon request. To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.
- ------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AN INVESTMENT IN THE GCG TRUST OR THE PIMCO TRUST 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 AND THE PIMCO TRUST.
<PAGE>
<PAGE>
- -----------------------------------------------------------------------
TABLE OF CONTENTS
- -----------------------------------------------------------------------
PAGE
Index of Special Terms.....................................1
Fees and Expenses..........................................2
Performance Information....................................4
Accumulation Unit.......................................4
Net Investment Factor...................................4
Condensed Financial Information.........................5
Financial Statements....................................5
Performance Information.................................5
Golden American Life Insurance Company.....................6
The Trusts.................................................6
Golden American Separate Account B.........................7
The Investment Portfolios..................................7
Investment Objectives...................................7
Investment Portfolio Management Fees....................9
The Annuity Contract......................................10
Contract Date and Contract Year........................10
Annuity Start Date.....................................10
Contract Owner.........................................10
Annuitant..............................................11
Beneficiary............................................11
Purchase and Availability of the Contract..............11
Crediting of Premium Payments..........................12
Contract Value.........................................12
Cash Surrender Value...................................13
Surrendering to Receive the Cash Surrender Value.......13
Addition, Deletion or Substitution of Subaccounts
and Other Changes......................................13
Other Contracts........................................13
Other Important Provisions.............................14
Withdrawals...............................................14
Regular Withdrawals....................................14
Systematic Withdrawals.................................14
IRA Withdrawals........................................15
Transfers Among Your Investments..........................16
Dollar Cost Averaging..................................16
Death Benefit.............................................17
Death Benefit During the Accumulation Phase............17
Death Benefit During the Income Phase..................18
Charges and Fees..........................................18
Charge Deduction Subaccount............................18
Charges Deducted from the Contract Value...............18
Distribution Fee.....................................18
Premium Taxes........................................18
Transfer Charge......................................18
Withdrawal Charge......................................18
Charges Deducted from the Subaccounts..................18
Mortality and Expense Risk Charge....................18
Asset-Based Administrative Charge....................19
Trust Expenses.........................................19
i
<PAGE>
<PAGE>
- -----------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- -----------------------------------------------------------------------
PAGE
The Annuity Options.......................................19
Annuitization of Your Contract.........................19
Selecting the Annuity Start Date.......................19
Frequency of Annuity Payments..........................20
The Annuity Options....................................20
Income for a Fixed Period............................20
Income for Life with a Period Certain................20
Joint Life Income....................................20
Annuity Plan.........................................20
Payment When Named Person Dies.........................20
Other Contract Provisions.................................21
Reports to Contract Owners.............................21
Suspension of Payments.................................21
In Case of Errors in Your Application..................21
Assigning the Contract as Collateral...................21
Contract Changes-Applicable Tax Law....................21
Free Look..............................................21
Group or Sponsored Arrangements........................22
Selling the Contract...................................22
Other Information.........................................22
Voting Rights..........................................22
Year 2000 Problem......................................23
State Regulation.......................................23
Legal Proceedings......................................23
Legal Matters..........................................23
Experts................................................23
Federal Tax Considerations................................23
Statement of Additional Information
Table of Contents......................................
Appendix A
Condensed Financial Information........................A1
ii
<PAGE>
<PAGE>
[Shaded Section Header]
- -----------------------------------------------------------------------
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 4
Annuitant 10
Annuity Start Date 10
Cash Surrender Value 12
Contract Date 10
Contract Owner 10
Contract Value 12
Contract Year 10
Net Investment Factor 4
Death Benefit 16
The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:
TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN
THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Free Look Period Right to Examine Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals
1
<PAGE>
<PAGE>
[Shaded Section Header]
- -----------------------------------------------------------------------
FEES AND EXPENSES
- -----------------------------------------------------------------------
OWNER TRANSACTION EXPENSE
Distribution Fee (annual sales load) as a percentage of the
initial and each additional premium, deducted at the end of each
contract year following receipt of each premium over a 10 year period
from the date we receive and accept each premium payment.........0.65%
CONTRACT OWNER TRANSACTION EXPENSES
Transfer Charge...............................................None*
* We may in the future charge $25 per transfer if you make more
than 12 transfers in a contract year.
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
Administrative Charge............................................$0
WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular
withdrawal after the first in a contract year) not to exceed.......$25
SEPARATE ACCOUNT ANNUAL CHARGES**
Mortality and Expense Risk Charge....................1.25%
Asset-Based Administrative Charge....................0.10%
Total Separate Account Charges.......................1.35%
** As a percentage of average assets in each subaccount.
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of an investment portfolio or on the combined average
daily net assets of the indicated groups of portfolios):
[Table with Shaded Heading and Shaded Lines for readability]
|-------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES(2) EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3)|
|-------------------------------------------------------------------------|
| Liquid Asset 0.59% 0.00% 0.59% |
| Limited Maturity Bond 0.60% 0.00% 0.60% |
| Global Fixed Income 1.60% 0.00% 1.60%(3) |
| Total Return 0.94% 0.03% 0.97%(3) |
| Equity Income 0.98% 0.00% 0.98% |
| Fully Managed 0.98% 0.00% 0.98% |
| Capital Appreciation 0.98% 0.00% 0.98% |
| Rising Dividends 0.98% 0.00% 0.98% |
| Real Estate 0.98% 0.01% 0.99% |
| Value Equity 0.98% 0.00% 0.98% |
| Strategic Equity 0.98% 0.01% 0.99% |
| Small Cap 0.98% 0.01% 0.99% |
| Hard Assets 0.98% 0.02% 1.00% |
| Growth & Income 1.08% 0.00% 1.08% |
| Growth 1.08% 0.01% 1.09% |
| Managed Global 1.25% 0.01% 1.26% |
| Emerging Markets 1.75% 0.08% 1.83% |
| Developing World 1.75% 0.08% 1.83% |
| Research 0.94% 0.00% 0.94% |
| Mid-Cap Growth 0.94% 0.01% 0.95% |
| All-Growth(4) 0.98% 0.01% 0.99% |
| Growth Opportunities(4) 1.10% 0.05% 1.15% |
|-------------------------------------------------------------------------|
(1)Fees decline as combined assets 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, 1998, except for portfolios that
commenced operations in 1998 where the charges have been
annualized.
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(3)Directed Services, Inc. is currently reimbursing expenses to
maintain total expenses at 0.97% for the Total Return portfolio
and 1.60% for the Global Fixed Income portfolio as shown.
Without this reimbursement, and based on current estimates, total
expenses would be 0.98% for the Total Return portfolio and 1.74%
for the Global Fixed Income portfolio. This reimbursement
agreement will remain in place through December 31, 1999.
(4)As of May 1, 1999, we no longer offer the All-Growth and Growth
Opportunities portfolios.
THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):
[Table with Shaded Heading and Shaded Lines for readability]
|-----------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT(1)REIMBURSEMENT(1)|
|-----------------------------------------------------------------------------|
| PIMCO High Yield Bond 0.50% 0.25%(2) 0.75% |
| PIMCO StocksPLUS Growth and Income 0.40% 0.25% 0.65% |
|f---|
(1)PIMCO has agreed to waive some or all of its other expenses,
subject to potential future reimbursement, to the extent that
total expenses for the PIMCO High Yield Bond portfolio and PIMCO
StocksPLUS Growth and Income portfolio would exceed 0.75% and
0.65%, respectively, due to payment by the portfolios of their
pro rata portion of Trustees' fees. Without this agreement, and
based on current estimates, total expenses would be 0.81% for the
PIMCO High Yield Bond portfolio and 0.72% for the PIMCO
StocksPLUS Growth and Income portfolio.
(2)Since the PIMCO High Yield Bond portfolio commenced operations on
April 30, 1998, other expenses as shown has been annualized for
the year ended December 31, 1998.
The purpose of the foregoing tables is to help you understand the
various costs and expenses that you will bear directly and
indirectly. See the prospectuses of the GCG Trust and the PIMCO
Trust 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.
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EXAMPLES:
Whether you surrender or do not surrender your contract at the end of
the applicable time period, you would pay the following expenses for
each $1,000 of initial premium, assuming a 5% annual return on
assets:
- ---------------------------------------------------------------------------
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset............$26.20 $80.03 $135.88 $285.17
Limited Maturity Bond...$26.30 $80.33 $136.39 $286.19
Global Fixed Income.....$36.30 $110.17 $185.77 $382.86
Total Return............$30.01 $91.48 $154.96 $323.20
Equity Income...........$30.11 $91.78 $155.45 $324.17
Fully Managed...........$30.11 $91.78 $155.45 $324.17
Rising Dividends........$30.11 $91.78 $155.45 $324.17
Growth & Income.........$31.11 $94.77 $160.41 $333.91
Growth..................$31.21 $95.07 $160.90 $334.88
Value Equity............$30.11 $91.78 $155.45 $324.17
Research................$29.71 $90.58 $153.46 $320.25
Strategic Equity........$30.21 $92.08 $155.95 $325.15
Capital Appreciation....$30.11 $91.78 $155.45 $324.17
Mid-Cap Growth..........$29.81 $90.88 $153.96 $321.23
Small Cap...............$30.21 $92.08 $155.95 $325.15
Real Estate.............$30.21 $92.08 $155.95 $325.15
Hard Assets.............$30.31 $92.38 $156.45 $326.13
Managed Global..........$32.91 $100.13 $169.27 $351.17
Developing World........$38.59 $116.90 $196.77 $403.64
Emerging Markets........$38.59 $116.90 $196.77 $403.64
All-Growth(1)...........$30.21 $92.08 $155.95 $325.15
Growth Opportunities(1).$31.81 $96.85 $163.86 $340.67
THE PIMCO TRUST
PIMCO High Yield Bond...$27.80 $84.87 $143.96 $301.37
PIMCO StocksPLUS Growth
and Income..............$26.80 $81.85 $138.92 $291.28
--------------------
(1)As of May 1, 1999, we no longer offer the All-Growth or
Growth Opportunities portfolios.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT.
[Shaded Section Header]
- -----------------------------------------------------------------------
PERFORMANCE INFORMATION
- -----------------------------------------------------------------------
ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading. Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio. Shares in the subaccounts are valued at their
net asset value.
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges
under the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:
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(1)We take the net asset value of the subaccount at the end of each
business day.
(2)We add to (1) the amount of any dividend or capital gains
distribution declared for the subaccount and reinvested in such
subaccount. We subtract from that amount a charge for our taxes,
if any.
(3)We divide (2) by the net asset value of the subaccount at the end
of the preceding business day.
(4)We then subtract the applicable daily mortality and expense risk
charge and the daily asset based administrative charge from each
subaccount.
Calculations for the subaccounts are made on a per share basis.
CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial
Information.
FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 and the audited consolidated
financial statements of Golden American for the years ended December
31, 1998, 1997 and 1996 are included in the Statement of Additional
Information.
PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate
Account B, including the average annual total return performance,
yields and other nonstandard measures of performance. Such
performance data will be computed, or accompanied by performance data
computed, in accordance with standards defined by the SEC.
Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period. Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount has been in existence.
We may show other total returns for periods less than one year.
Total return figures will be based on the actual historic performance
of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period, withdrawal of the investment at the end
of the period, and the deduction of all applicable portfolio and
contract charges. We may also show rates of total return on amounts
invested at the beginning of the period with no withdrawal at the end
of the period. Total return figures which assume no withdrawals at
the end of the period will reflect all recurring charges, but will
not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period
before September 3, 1996, during which it was maintained as a
subaccount of Golden American Separate Account D. In addition, we
may present historic performance data for the mutual fund investment
portfolios since their inception reduced by some or all of the fees
and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts.
This data is designed to show the performance that would have
resulted if the Contract had been in existence during that time.
Current yield for the Liquid Asset subaccount is based on income
received by 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.
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We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services (a
widely used independent research firm which ranks mutual funds and
other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to assess the real
rate of return from an investment in the Contract. Our reports and
promotional literature may also contain other information including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.
Performance information reflects only the performance of a
hypothetical contract and should be considered in light of other
factors, including the investment objective of the investment
portfolio and market conditions. Please keep in mind that past
performance is not a guarantee of future results.
[Shaded Section Header]
- -----------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
- -----------------------------------------------------------------------
Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973. Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable
of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company with approximately $461.8
billion in assets as of December 31, 1998. Golden American is
authorized to sell insurance and annuities in all states, except New
York, and the District of Columbia. In May 1996, Golden American
established a subsidiary, First Golden American Life Insurance
Company of New York, which is authorized to sell annuities in New
York and Delaware. Golden American's consolidated financial
statements appear in the Statement of Additional Information.
Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distributor of the Contracts, and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management, LLC, a
portfolio manager of the GCG Trust. ING also owns Baring
International Investment Limited, another portfolio manager of the
GCG Trust.
Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.
[Shaded Section Header]
- -----------------------------------------------------------------------
THE TRUSTS
- -----------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts funding variable annuity and variable life insurance
policies offered by Golden American. The GCG Trust also sells its
shares to separate accounts of other insurance companies, both
affiliated and not affiliated with Golden American. Pending
Securities and Exchange Commission approval, shares of the GCG Trust
may also be sold to certain qualified pension and retirement plans.
The PIMCO Trust is also a mutual fund whose shares are available to
separate accounts of insurance companies, including Golden American,
for both variable annuity contracts and variable life insurance
policies and by qualified pension and retirement plans. The
principal address of the PIMCO Trust is 840 Newport Center Drive,
Suite 300, Newport Beach, CA 92660.
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 the PIMCO Trust, Directed Services, Inc., Pacific
Investment Management Company 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 and the PIMCO
Trust in the accompanying Trusts' prospectuses. You should read them
carefully before investing.
6
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[Shaded Section Header]
- -----------------------------------------------------------------------
GOLDEN AMERICAN SEPARATE ACCOUNT B
- -----------------------------------------------------------------------
Golden American Separate Account B ("Account B") was established as a
separate account of the Company on July 14, 1988. It is registered
with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts.
We own all the assets in Account B but such assets are kept separate
from our other accounts.
Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust
and the PIMCO Trust. 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 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 B. If the assets in Account B exceed
the required reserves and other liabilities, we may transfer the
excess to our general account. We are obligated to pay all benefits
and make all payments provided under the Contracts.
We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus. Account B may
also invest in other investment portfolios which are not available
under your Contract.
[Shaded Section Header]
- -----------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- -----------------------------------------------------------------------
During the accumulation phase, you may allocate your premium payments
and contract value to any of the 24 investment portfolios listed
below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE
TO THE INVESTMENT PORTFOLIOS AND MAY LOSE YOUR PRINCIPAL.
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below. You should understand that there is no guarantee that any
portfolio will meet its investment objectives. Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market
conditions. MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE
PIMCO TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
7
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[Shaded Section Header]
- -----------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- -----------------------------------------------------------------------
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 Seeks highest current income consistent with
Bond 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 Seeks high total return.
Income Invests primarily in high-grade fixed income
securities, both foreign and domestic.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
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".
-------------------------------------------------------
Growth & Income Seeks long-term total return.
Invests primarily in common stocks of
companies where the potential for change
(earnings acceleration) is significant.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium-
and small-sized companies.
-------------------------------------------------------
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Capital Seeks long-term capital growth.
Appreciation Invests primarily in equity securities
believed by the portfolio manager to be
undervalued.
-------------------------------------------------------
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.
-------------------------------------------------------
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.
-------------------------------------------------------
Managed Global Seeks capital appreciation. Current income is
only an incidental consideration.
Invests primarily in common stocks traded in
securities markets throughout the world.
-------------------------------------------------------
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.
-------------------------------------------------------
PIMCO High Yield Seeks to maximize total return, consistent with
Bond preservation of capital and prudent investment
management.
Invests in at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by
Moody's Investor Services, Inc. or Standard &
Poor's or, if unrated, determined by the
portfolio manager to be of comparable quality.
-------------------------------------------------------
PIMCO StocksPLUS Seeks to achieve a total return which exceeds
Growth and Income the total return performance of the S&P 500.
Invests primarily in common stocks, options,
futures, options on futures and swaps.
-------------------------------------------------------
As of May 1, 1999, we no longer offer the following two portfolios:
All-Growth Seeks capital appreciation.
Invests primarily in growth securities of
middle-range capitalization companies.
-------------------------------------------------------
Growth Seeks capital appreciation.
Opportunities Invests primarily in equity securities of
domestic companies emphasizing companies with
market capitalizations of $1 billion or more.
-------------------------------------------------------
INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust and PIMCO serves as the overall adviser to the PIMCO Trust.
Directed Services, Inc. and PIMCO provide or procure, at their own
expense, the services necessary for the operation of the portfolios.
See the cover page of this prospectus for the names of the
corresponding portfolio managers. Directed Services, Inc. and PIMCO
do not bear the expense of brokerage fees and other transactional
expenses for securities, taxes (if any) paid by a portfolio, interest
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on borrowing, fees and expenses of the independent trustees, and
extraordinary expenses, such as litigation or indemnification
expenses.
The GCG Trust pays Directed Services, Inc. for its services a monthly
fee based on the annual rates of the average daily net assets of the
investment portfolios. Directed Services, Inc. (and not the GCG
Trust) in turn pays each portfolio manager a monthly fee for managing
the assets of the portfolios.
The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% 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 Trust.
MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S MANAGEMENT FEES CAN
BE FOUND IN THE PROSPECTUSES FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.
[Shaded Section Header]
- -----------------------------------------------------------------------
THE ANNUITY CONTRACT
- -----------------------------------------------------------------------
The Contract described in this prospectus is a deferred variable
annuity contract. The Contract provides a means for you to invest in
one or more of the available mutual fund portfolios of the GCG Trust
and the PIMCO Trust funded by Account B.
CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-
month period following the contract date is a contract year.
ANNUITY START DATE
The annuity start date is the date you start receiving annuity
payments under your Contract. The Contract, like all deferred
variable annuity contracts, has two phases: the accumulation phase
and the income phase. The accumulation phase is the period between
the contract date and the annuity start date. The income phase
begins when you start receiving regular annuity payments from your
Contract on the annuity start date.
CONTRACT OWNER
You are the contract owner. You are also the annuitant unless
another annuitant is named in the application. You have the rights
and options described in the Contract. One or more persons may own
the Contract. If there are multiple owners named, the age of the
oldest owner will determine the applicable death benefit if such
death benefit is available for multiple owners.
The death benefit becomes payable when you or the annuitant dies. In
the case of a sole contract owner who dies before the income phase
begins, we will pay the beneficiary the death benefit then due. The
sole contract owner's estate will be the beneficiary if no
beneficiary has been designated or the beneficiary has predeceased
the contract owner. In the case of a joint owner of the Contract
dying before the income phase begins, we will designate the surviving
contract owner as the beneficiary. This will override any previous
beneficiary designation.
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.
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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 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 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 $25,000 or more. You may make
additional payments of at least $500 or more ($250 for qualified
Contracts) at any time after the free look period before you turn age
85. We may refuse a premium payment if an initial premium or the sum
of all premium payments is more than $1,500,000.
11
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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 they are
received in good order. 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. Once the completed application is
received, we will allocate the payment to the subaccount(s) and/or
Fixed Interest Allocation(s) specified by you within 2 business days.
We will make inquiry to discover any missing information related to
subsequent payments. 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 with respect to the Contract. The net investment results of
each subaccount vary with its investment performance.
If your premium payment was transmitted by wire order from your
broker-dealer, we will follow one of the following two procedures
after we receive and accept the wire order and investment
instructions. The procedure we follow depends on state availability
and the procedures of your broker-dealer.
(1)If either your state or broker-dealer do not permit us to
issue a Contract without an application, we reserve the right
to rescind the Contract if we do not receive and accept a
properly completed application or enrollment form within 15
days of the premium payment. If we do not receive the
application or form within 15 days of the premium payment, we
will refund the contract value plus any charges we deducted,
and the Contract will be voided. Some states require that we
return the premium paid, in which case we will comply.
(2)If your state and broker-dealer allow us to issue a Contract
without an application, we will issue and mail the Contract to
you, together with an Application Acknowledgement Statement
for your execution. Until our Customer Service Center
receives the executed Application Acknowledgement Statement,
neither you nor the broker-dealer may execute any financial
transactions on your Contract unless they are requested in
writing by you.
In some states, we may require that an initial premium designated for
a subaccount of Account B 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.
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date. Your contract value is the sum of the contract value
in each subaccount in which you are invested.
CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the
contract value in the subaccount in which you are invested is equal
to the initial premium paid and designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to
each subaccount specified by you, unless the Contract is issued in a
state that requires the return of premium payments during the free
look period, in which case, the portion of your initial premium will
be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid
Asset subaccount).
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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 transfers (and any related charges) to or from that
subaccount.
(5)We subtract from (4) any withdrawals and any related charges,
and then subtract any contract fees, any distribution fee, and
any charge for premium taxes.
CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract. The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested.
We do not guarantee any minimum cash surrender value. On any date
during the accumulation phase, we calculate the cash surrender value
as follows: we start with your contract value, then we deduct any
incurred distribution fee (annual sales load), any charge for premium
taxes, and any other charges incurred but not yet deducted.
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is
living and before the annuity start date. A surrender will be
effective on the date your written request and the Contract are
received at our Customer Service Center. We will determine and pay
the cash surrender value at the price next determined after receipt
of your request. Once paid, all benefits under the Contract will be
terminated. For administrative purposes, we will transfer your money
to a specially designated subaccount (currently the Liquid Asset
subaccount) prior to processing the surrender. This transfer will
have no effect on your cash surrender value. You may receive the
cash surrender value in a single sum payment or apply it under one or
more annuity options. We will usually pay the cash surrender value
within 7 days.
Consult your tax advisor regarding the tax consequences associated
with surrendering your Contract. A surrender made before you reach
age 59 1/2 may result in a 10% tax penalty. See "Federal Tax
Considerations" for more details.
ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract. These subaccounts will invest in investment portfolios we
find suitable for your Contract.
We may amend the Contract to conform to applicable laws or
governmental regulations. If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the Securities and Exchange
Commission (and any other regulatory agency, if required) substitute
another portfolio for existing and future investments.
We also reserve the right to: (i) deregister Account B under the 1940
Act; (ii) operate Account B as a management company under the 1940
Act if it is operating as a unit investment trust; (iii) operate
Account B as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate
any voting rights as to Account B; and (v) combine Account B with
other accounts.
We will, of course, provide you with written notice before any of
these changes are effected.
OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the
same portfolios of the Trusts. These contracts have different
charges that could effect their performance, and may offer different
benefits more suitable to your needs. To obtain more information
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about these other contracts, contact our Customer Service Center or
your registered representative.
OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death
Benefit," "Charges and Fees," "The Annuity Options" and "Other
Contract Provisions" in this prospectus for information on other
important provisions in your Contract.
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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 you take more than one regular withdrawal during a
contract year, we impose a withdrawal charge for each additional
withdrawal. See "Charges and Fees Withdrawal Charge."
You need to submit to us a written request specifying the subaccounts
from which amounts are to be withdrawn, otherwise the withdrawal will
be made on a pro rata basis from all of the subaccounts in which you
are invested. We will determine the contract value as of the close
of business on the day we receive your withdrawal request at our
Customer Service Center. The contract value may be more or less than
the premium payments made.
For administrative purposes, we will transfer your money to a
specially designated subaccount (currently, the Liquid Asset
subaccount) prior to processing the withdrawal. This transfer will
not effect the withdrawal amount you receive.
We offer the following three withdrawal options:
REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $1,000. If you take more than one
regular withdrawal in a contract year, we impose a charge of the
lesser of $25 and 2.0% of each additional amount withdrawn. A
regular withdrawal or a combination of a regular withdrawal or a
combination of a regular withdrawal and systematic withdrawals
received or expected to be received during the contract year may not
exceed 25% of the contract value as of the date of the current
withdrawal. Also, any combination of a regular withdrawal and IRA
withdrawals received or expected to be received during a contract
year may not exceed 25% of the contract value as of the date of the
regular withdrawal.
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a
monthly or quarterly basis from the contract value in the subaccounts
in which you are invested. You may elect payments to start as early
as 28 days after the contract date. You choose the date on which the
withdrawals will be made but this date cannot be later than the 28th
day of the month. If you do not choose a date, we will make the
withdrawals on the same calendar day of each month as the contract
date. Each withdrawal payment must be at least $100.
The amount of your withdrawal can either be a (i) fixed dollar
amount, or (ii) an amount based on a percentage of the contract value
from the subaccounts in which you are invested. Both options are
subject to the following maximums:
FREQUENCY MAXIMUM PERCENTAGE
--------- ------------------
Monthly 1.25%
Quarterly 3.75%
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If you select a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum
percentage of your contract value on the withdrawal date, we will
reduce the amount withdrawn so that it equals such percentage. If
you select a percentage and the amount to be systematically withdrawn
based on that percentage would be less than the minimum of $100, we
will increase the amount to $100 provided it does not exceed the
maximum percentage. If it is below the maximum percentage we will
send the $100. If it is above the maximum percentage we will send
the amount, and then cancel the option.
You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date. You may elect to have
this option commence in a contract year where a regular withdrawal
has been taken, but you may not change the amount or percentage of
your withdrawals in any contract year during which you have
previously taken a regular withdrawal. You may not elect this if you
are taking IRA withdrawals.
In no event may a systematic partial withdrawal or a combination of a
regular withdrawal and systematic partial withdrawals received or
expected to be received during the contract year, exceed 25% of the
accumulation value as of the date of the current withdrawal.
IRA WITHDRAWALS
If you have a non-Roth IRA Contract, and will be at least age 70 1/2
during the current calendar year, you may elect to have distributions
made to you to satisfy requirements imposed by Federal tax law. IRA
withdrawals provide payout of amounts required to be distributed by
the Internal Revenue Service rules governing mandatory distributions
under qualified plans. We will send you a notice before your
distributions commence. You may elect to take IRA withdrawals at
that time, or at a later date. You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time. If you do
not elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.
You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis. Under this option, you may elect payments to start as
early as 28 days after the contract date. You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month. If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract
date.
You may request that we calculate for you the amount that is required
to be withdrawn from your Contract each year based on the information
you give us and various choices you make. For information regarding
the calculation and choices you have to make, see the Statement of
Additional Information. The minimum dollar amount you can withdraw
is $100. When we determine the required IRA withdrawal amount for a
taxable year based on the frequency you select, if that amount is
less than $100, we will pay $100. At any time where the IRA
withdrawal amount is greater than the contract value, we will cancel
the Contract and send you the amount of the cash surrender value.
You may change the payment frequency of your IRA withdrawals once
each contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.
CONSULT YOUR TAX ADVISOR 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 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.
Transfers will be based on values at the end of the business day in
which the transfer request is received at our Customer Service
Center.
The minimum amount that you may transfer is $100 or, if less, your
entire contract value held in a subaccount.
To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met. Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone 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 $10,000 of contract value in the Limited Maturity
Bond subaccount or the Liquid Asset subaccount. These subaccounts
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other
subaccounts selected by you.
The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment. Since we transfer the same
dollar amount to other subaccounts each month, more units of a
subaccount are purchased if the value of its unit is low and less
units are purchased if the value of its unit is high. Therefore, a
lower than average value per unit may be achieved over the long term.
However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities
regardless of fluctuating price levels. You should consider your
tolerance for investing through periods of fluctuating price levels.
You elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $250. If your source account
is the Limited Maturity Bond subaccount or the Liquid Asset
subaccount, the maximum amount that can be transferred each month is
your contract value in such source account divided by 12.
If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value in a source account is
equal or less than the amount you have elected to have transferred,
the entire amount will be transferred and the program will end. You
may terminate the dollar cost averaging program at any time by
sending satisfactory notice to our Customer Service Center at least 7
days before the next transfer date.
We may in the future offer additional subaccounts or withdraw any
subaccount to or from the dollar cost averaging program, suspend or
terminate this program. Of course, such change will not affect any
dollar cost averaging programs in operation at the time.
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DEATH BENEFIT
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
If the contract owner or the annuitant die before the annuity start
date, we will pay your beneficiary the death benefit proceeds under
the Contract unless the beneficiary is the surviving spouse and
elects to continue the Contract.
If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD
(80 years old for Contracts with a contract date before November 6,
1992) at the time of purchase, the death benefit is the greater of:
1) the contract value; and
2) the guaranteed death benefit, which we determine as follows: we
credit interest each business day at the 7% annual effective
rate to the guaranteed death benefit from the preceding day
(which would be the initial premium if the preceding day is
the contract date), then we add additional premiums paid since
the preceding day, then we subtract any withdrawals made since
the preceding day. The maximum guaranteed death benefit is 2
times all premium payments, less an amount to reflect total
withdrawals taken. The actual interest rate for calculating
the death benefit for the Liquid Asset subaccount will be the
lesser of the 7% annual effective rate or the net rate of
return for the subaccount during the applicable period.
If the contract owner or the annuitant is AGE 76 OR OLDER at the time
of purchase (age 81 or older for Contracts with a contract date
before November 6, 1992), the death benefit is the greater of:
1) the cash surrender value; and
2) the total premium payments made under the Contract after
subtracting any withdrawals.
If you purchased the Contract in North Carolina before November 6,
1992, the following death benefit applies: if the contract owner or
the annuitant are both age 80 or younger at the time of purchase, the
death benefit is the greater of: (1) the contract value: and (2) the
total premium payments made under the contract after subtracting any
withdrawals. If the contract owner or the annuitant is age 81 or
older at the time of purchase, the death benefit is the greater of:
(1) the cash surrender value; and (2) the total premium payments made
under the contract subtracting any withdrawals.
The death benefit value is calculated at the close of the business
day on which we receive due proof of death at our Customer Service
Center. If your beneficiary elects to delay receipt of the death
benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. The proceeds may be
received in a single sum or applied to any of the annuity options.
If we do not receive a request to apply the death benefit proceeds to
an annuity option, we will make a single sum distribution. We will
generally pay death proceeds within 7 days after our Customer Service
Center has received sufficient information to make the payment.
HOW TO CLAIM PAYMENTS TO BENEFICIARY
We must receive due proof of the death of the annuitant or owner
(such as an official death certificate) at our Customer Service
Center before we will make any payments to the beneficiary. We will
calculate the death benefit as of the date we receive due proof of
death. The beneficiary should contact our Customer Service Center
for instructions.
WHEN WE MAKE PAYMENTS
We will pay death benefit proceeds and cash surrender value within
seven days after our Customer Service Center receives all the
information needed to process the payment.
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DEATH BENEFIT DURING THE INCOME PHASE
If the contract owner or the annuitant dies after the annuity start
date, the Company will pay the beneficiary any certain benefit
remaining under the annuity in effect at the time.
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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:
DISTRIBUTION FEE. We deduct a sales load in an annual amount of
0.65% of each premium at the end of each contract year for a period
of 10 years from the date we receive and accept each premium payment.
PREMIUM TAXES. We may make a charge for state and local premium
taxes depending on the contract owner's state of residence. The tax
can range from 0% to 3.5% of the premium. We have the right to change
this amount to conform with changes in the law or if the contract
owner changes state of residence.
We deduct the premium tax from your contract value on the annuity
start date. However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of
when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct
it on surrender of the Contract, on excess withdrawals or on the
annuity start date.
TRANSFER CHARGE. We currently do not deduct any charges for
transfers made during a contract year. We have the right, however,
to assess up to $25 fee for each transfer after the twelfth transfer
in a contract year. If such charge is assessed, we would deduct the
charge from the subaccounts from which each such transfer is made in
proportion to the amount being transferred from each such subaccount,
unless you have chosen to have all charges deducted from a single
subaccount. The charge will not apply to any transfers due to the
election of dollar cost averaging and confirm the automatic
rebalancing is not available transfers we make to and from any
subaccount specially designated by the Company for such purpose.
WITHDRAWAL CHARGE. If you take more than one regular withdrawal
during a contract year, we impose a charge of the lesser of $25 and
2.0% of the amount withdrawn for each additional regular withdrawal.
The charge is deducted from the subaccounts from which each such
regular withdrawal is made in proportion to the amount being
withdrawn from each subaccount, unless you have chosen to use the
Liquid Asset subaccount.
CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the
rate of 0.003446% (equivalent to an annual rate of 1.25%) of the
assets you have in each subaccount.
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ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge
from the assets in each subaccount, to compensate us for a portion of
the administrative expenses under the Contract. The daily charge is
at a rate of 0.000276% (equivalent to an annual rate of 0.10%) on the
assets in each subaccount.
TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts. Please read the respective Trust prospectus for details.
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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 an annuity option by making a written request
to us at least 30 days before the annuity start date. The amount of
the payments will be determined by applying your contract value on
the annuity start date in accordance with the annuity option you
chose.
You may also elect an annuity option on surrender of the Contract for
its cash surrender value or you may choose one or more annuity
options for the payment of death benefit proceeds while it is in
effect and before the annuity start date. If, at the time of the
contract owner's death or the annuitant's death (if the contract
owner is not an individual), no option has been chosen for paying
death benefit proceeds, the beneficiary may choose an annuity option
within 60 days. In all events, payments of death benefit proceeds
must comply with the distribution requirements of applicable federal
tax law.
The minimum monthly annuity income payment that we will make is $20.
We may require that a single sum payment be made if the contract
value is less than $2,000 or if the calculated monthly annuity income
payment is less than $20.
For each annuity option we will issue a separate written agreement
putting the annuity option into effect. Before we pay any annuity
benefits, we require the return of your Contract. If your Contract
has been lost, we will require that you complete and return the
applicable lost Contract form. Various factors will affect the level
of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the
portfolios.
Our current annuity options provide only for fixed payments. Fixed
annuity payments are regular payments, the amount of which is fixed
and guaranteed by us. Some fixed annuity options provide fixed
payments either for a specified period of time or for the life of the
annuitant. The amount of life income payments will depend on the
form and duration of payments you chose, the age of the annuitant or
beneficiary (and gender, where appropriate) and the applicable
payment rate.
Our approval is needed for any option where:
(1)The person named to receive payment is other than the contract
owner or beneficiary;
(2)The person named is not a natural person, such as a corporation;
or
(3)Any income payment would be less than the minimum annuity income
payment allowed.
SELECTING THE ANNUITY START DATE
You select the date on which the annuity payments commence. The
annuity start date must be at least 3 years from the contract date,
but before the month immediately following the annuitant's 90th
birthday. If, on the annuity start date, a surrender charge remains,
the elected annuity option must include a period certain of at least
5 years.
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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. Consult your tax advisor.
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. The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.
PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any
amounts still due as provided in the annuity agreement between you
and Golden American. The amounts we will pay are determined as
follows:
(1)For Option 1, or any remaining guaranteed payments under Option
2, we will continue payments. Under Options 1 and 2, the
discounted values of the remaining guaranteed payments may be
paid in a single sum. This means we deduct the amount of the
interest each remaining guaranteed payment would have earned had
it not been paid out early. The discount interest rate is never
less than 3% for Option 1 and 3.50% for Option 2 per year. We
will, however, base the discount interest rate on the interest
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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. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.
SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the
New York Stock Exchange is closed; (2) when trading on the New York
Stock Exchange is restricted; (3) when an emergency exists as
determined by the Securities and Exchange Commission so that the sale
of securities held in Account B may not reasonably occur or so that
the Company may not reasonably determine the value of Account B's net
assets; or (4) during any other period when the Securities and
Exchange Commission so permits for the protection of security
holders.
IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex 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 sex.
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a
loan but understand that your rights and any beneficiary's rights may
be subject to the terms of the assignment. An assignment may have
federal tax consequences. You must give us satisfactory written
notice at our Customer Service Center in order to make or release an
assignment. We are not responsible for the validity of any
assignment.
CONTRACT CHANGES APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity. You will be given advance notice
of such changes.
OTHER CONTRACT CHANGES
You may change the contract to another annuity plan subject to our
rules at the time of the change.
FREE LOOK
You may cancel your Contract within your 10-day free look period. We
deem the free look period to expire 15 days after we mail the
Contract to you. Some states may require a longer free look period.
To cancel, you need to send your Contract to our Customer Service
Center or to the agent from whom you purchased it. We will refund
the contract value, including a refund of any charges deducted. The
Contract will be void as of the day we receive your Contract and your
request. Some states require that we return the premium paid rather
than the contract value. In these states, your premiums designated
for investment in the subaccounts will be allocated during the free
look period to a subaccount specially designated by the Company for
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this purpose (currently, the Liquid Asset subaccount). If you
exercise your right to cancel, we will return the greater of (a) the
premium invested and (b) the contract value plus any amounts deducted
under the Contract or by the Trust for taxes, charges or fees. We
may, in our discretion, require that premiums designated for
investment in the subaccounts from all other states be allocated to
the specially designated subaccount during the free look period. If
you keep your Contract after the free look period, we will put your
money in the subaccount(s) chosen by you, based on the accumulation
unit value next computed for each subaccount, chosen by you.
GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
administration, and mortality and expense risk charges. We may also
change the minimum initial and additional premium requirements, or
offer an alternative or reduced death benefit.
SELLING THE CONTRACT
Directed Services, Inc. is principal underwriter and distributor of
the Contract as well as for other contracts issued through Account B
and other separate accounts of Golden American. We pay Directed
Services Inc. for acting as principal underwriter under a
distribution agreement who in turn pays the writing agent.
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 commissions of up to 0.75% of average annual contact assets
per year over the life of the contract, and passes through 100% of
the commission to the broker-dealer whose registered representative
sold the contract.
[Shaded Table Header]
Underwriter Compensation
|----------------------------------------------------------------------------|
| NAME OF PRINCIPAL | AMOUNT OF | OTHER |
| UNDERWRITER | COMMISSION TO BE PAID | COMPENSATION |
|-------------------------|-----------------------|--------------------------|
| Directed Services, Inc. | Maximum of 0.75% | Reimbursement of any |
| | of average annual | covered expenses incurred|
| | contract assets | by registered |
| | per year | representatives in |
| | over the life of the | connection with |
| | contract. | the distribution |
| | | of the Contracts. |
|----------------------------------------------------------------------------|
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 the above maximum).
[Shaded Section Header]
- --------------------------------------------------------------------------
OTHER INFORMATION
- --------------------------------------------------------------------------
VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions. However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are
permitted to vote the shares of a Trust in our own right, we may
decide to do so.
We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests. We 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
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instructions received from all Contracts in that subaccount. We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.
YEAR 2000 PROBLEM
Like other business organizations and individuals around the world,
Golden American and Account B could be adversely affected if the
computer systems doing the accounts processing or on which Golden
American and/or Account B relies do not properly process and
calculate date-related information related to the end of the year
1999. This is commonly known as the Year 2000 (or Y2K) Problem.
Golden American is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the
computer systems that it uses and to obtain satisfactory assurances
that comparable steps are being taken by its and Account B's major
service providers. At this time, however, we cannot guarantee that
these steps will be sufficient to avoid any adverse impact on Golden
American and Account B.
STATE REGULATION
We are regulated by the Insurance Department of the State of
Delaware. We are also subject to the insurance laws and regulations
of all jurisdictions where we do business. The 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, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been
sought and/or material settlement payments have been made. We
believe that currently there are no pending or threatened lawsuits
that are reasonably likely to have a material adverse impact on the
Company or Account 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 Golden American. Sutherland Asbill & Brennan LLP of
Washington, D.C. has provided advice on certain matters relating to
federal securities laws.
EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing or incorporated by reference 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 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.
[Shaded Section Header]
- --------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------
The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations. This
discussion is not intended as tax advice. You should consult your
counsel or other competent tax advisers for more complete
information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations
as to the likelihood of continuation of the present federal income
tax laws or as to how they may be interpreted by the IRS.
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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 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 B, through
the subaccounts, will satisfy these diversification requirements.
In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets. When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets. There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent
a contract owner from being treated as the owner of the Account B
assets supporting the Contract.
REQUIRED DISTRIBUTIONS. In order to be treated as an annuity
contract for federal income tax purposes, the Code requires any non-
qualified Contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of your
death. The non-qualified Contracts contain provisions that are
intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We
intend to review such provisions and modify them if necessary to
assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.
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"
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(generally, the premiums or other consideration paid for the
contract) during the taxable year. There are some exceptions to this
rule and a prospective contract owner that is not a natural person
may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.
WITHDRAWALS. When a withdrawal from a non-qualified Contract
occurs, the amount received will be treated as ordinary income
subject to tax up to an amount equal to the excess (if any) of the
contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's
investment in the Contract at that time. 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.
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.
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Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such
spouse may elect to continue the Contract under the same terms as
before the contract owner's death. Upon receipt of such election
from the spouse at our Customer Service Center: (1) all rights of
the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become
the owner of the Contract and will also be treated as the contingent
annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the
Contract or allowed by Golden American will belong to the spouse as
contract owner of the Contract. This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the
Contract or fails to make a timely election as described in this
paragraph. If the owner's beneficiary is a nonspouse, the
distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are
alive at the time of the contract owner's death.
If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death,
then we will pay the death benefit to the owner's beneficiary in a
cash payment within five years from date of death. We will determine
the death benefit as of the date we receive proof of death. We will
make payment of the proceeds on or before the end of the 5-year
period starting on the owner's date of death. Such cash payment will
be in full settlement of all our liability under the Contract.
If the contract owner dies after the annuity start date, we will
continue to distribute any benefit payable at least as rapidly as
under the annuity option then in effect. All of the contract owner's
rights granted under the Contract or allowed by us will pass to the
contract owner's beneficiary.
If the Contract has joint owners we will consider the date of death
of the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.
CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and
their employees. These retirement plans may permit the purchase of
the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or
transferred to any individual as a means to provide benefit payments,
unless the plan complies with all legal requirements applicable to
such benefits before transfer of the Contract. Employers intending
to use the Contract with such plans should seek competent advice.
INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to
an individual retirement program known as an "Individual Retirement
Annuity" or "IRA." These IRAs are subject to limits on the amount
that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions
commence. Also, distributions from certain other types of qualified
retirement plans may be "rolled over" or transferred on a tax-
deferred basis into an IRA. There are significant restrictions on
rollover or transfer contributions from Savings Incentive Match Plans
(SIMPLE), under which certain employers may provide contributions to
IRAs on behalf of their employees, subject to special restrictions.
Employers may establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees. Sales of the
Contract for use with IRAs may be subject to special requirements of
the IRS.
ROTH IRAS
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.
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TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their
gross income the premium payments made, within certain limits, on a
Contract that will provide an annuity for the employee's retirement.
These premium payments may be subject to FICA (social security) tax.
Distributions of (1) salary reduction contributions made in years
beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59
1/2, separation from service, death or disability. Salary reduction
contributions may also be distributed upon hardship, but would
generally be subject to penalties.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax
consequences under the Contracts are not exhaustive, and special
rules are provided with respect to other tax situations not discussed
in this prospectus. Further, the federal income tax consequences
discussed herein reflect our understanding of current law, and the
law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of
distributions under a Contract depend on the individual circumstances
of each contract owner or recipient of the distribution. A competent
tax adviser should be consulted for further information.
POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is
always the possibility that the tax treatment of the Contracts could
change by legislation or other means. It is also possible that any
change could be retroactive (that is, effective before the date of
the change). A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.
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[Shaded Section Header]
- --------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------
TABLE OF CONTENTS
ITEM PAGE
Introduction..............................................1
Description of Golden American Life Insurance Company.....1
Safekeeping of Assets.....................................1
The Administrator.........................................1
Independent Auditors......................................1
Distribution of Contracts.................................1
Performance Information...................................2
IRA Withdrawal Option.....................................6
Other Information.........................................6
Financial Statements of Separate Account B................6
Appendix Description of Bond Ratings.................. A-1
- --------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
THE PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER; THE
ADDRESS IS SHOWN ON THE PROSPECTUS COVER.
- --------------------------------------------------------------------------
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT B.
Please Print or Type:
--------------------------------------------------
NAME
--------------------------------------------------
SOCIAL SECURITY NUMBER
--------------------------------------------------
STREET ADDRESS
--------------------------------------------------
CITY, STATE, ZIP
(6.0% 5/99 DVA100)
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APPENDIX A
CONDENSED FINANCIAL INFORMATION
The following tables give (1) the accumulation unit value ("AUV"),
(2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American
Separate Account B available under the Contract for the indicated
periods. 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 Managed Global subaccount commenced
operations initially as a subaccount of another separate account, the
Managed Global Account of Separate Account D of Golden American;
however, at the time of conversion the value of an accumulation unit
did not change). As of May 1, 1999, we no longer accept new
allocations into the All-Growth and Growth Opportunities subaccounts.
LIQUID ASSET
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 14.83 50,601 $ 727 |
| 1997 13.87 37,946 526 |
| 1996 13.38 19,543 262 |
| 1995 12.92 70,999 917 |
| 1994 12.41 71,013 881 |
| 1993 12.13 11,507 140 |
| 1992 11.98 12,770 |
| 1991 11.78 9,224 |
| 1990 11.31 8,420 |
| 1989 10.64 2,191 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
LIMITED MATURITY BOND
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $16.81 22,995 $ 387 |
| 1997 15.95 22,582 360 |
| 1996 15.10 32,874 498 |
| 1995 14.13 14,356 212 |
| 1994 13.36 20,243 271 |
| 1993 13.71 55,281 758 |
| 1992 13.09 39,861 |
| 1991 12.65 15,935 |
| 1990 11.55 8,010 |
| 1989 10.83 2,596 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
A1
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GLOBAL FIXED INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ -- $ |
| 5/1/98 12.08 -- -- |
|-------------------------------------------------------------|
TOTAL RETURN
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $17.75 6,695 $ 119 |
| 1997 16.12 4,909 79 |
| 1/20/97 13.82 -- -- |
|-------------------------------------------------------------|
EQUITY INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.01 64,749 $ 1,425 |
| 1997 20.61 86,050 1,773 |
| 1996 17.79 99,857 1,777 |
| 1995 16.58 140,336 2,327 |
| 1994 14.13 136,683 1,933 |
| 1993 14.50 36,280 527 |
| 1992 13.22 115,125 |
| 1991 13.16 57,739 |
| 1990 11.12 23,963 |
| 1989 10.76 15,556 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
A2
<PAGE>
<PAGE>
FULLY MANAGED
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $20.61 33,313 $ 686 |
| 1997 19.72 36,340 717 |
| 1996 17.33 21,625 375 |
| 1995 15.10 29,312 443 |
| 1994 12.68 32,224 410 |
| 1993 13.86 38,509 534 |
| 1992 13.06 37,353 |
| 1991 12.46 9,834 |
| 1990 9.78 5,414 |
| 1989 10.38 5,334 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
RISING DIVIDENDS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.64 92,161 $ 2,086 |
| 1997 20.11 85,890 1,727 |
| 1996 15.70 77,854 1,222 |
| 1995 13.19 50,637 668 |
| 1994 10.20 45,055 460 |
| 1993 10.28 11,960 123 |
| 10/4/93 10.00 -- -- |
|-------------------------------------------------------------|
GROWTH & INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $17.03 9,399 $ 160 |
| 1997 15.42 9,355 144 |
| 1996 12.49 2,225 28 |
| 9/3/96 10.95 -- -- |
|-------------------------------------------------------------|
A3
<PAGE>
<PAGE>
GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $16.31 11,112 $ 181 |
| 1997 13.04 2,137 28 |
| 1/20/97 12.01 -- -- |
|-------------------------------------------------------------|
VALUE EQUITY
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $18.32 20,539 $ 376 |
| 1997 18.28 24,986 457 |
| 1996 14.56 27,355 398 |
| 1995 13.34 10,226 136 |
| 1/3/95 10.00 -- -- |
|-------------------------------------------------------------|
RESEARCH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.93 20,718 $ 475 |
| 1997 18.89 10,225 193 |
| 1/20/97 16.51 -- -- |
|-------------------------------------------------------------|
STRATEGIC EQUITY
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.23 22,096 $ 315 |
| 1997 14.31 34,778 498 |
| 1996 11.78 35,219 415 |
| 1995 10.00 26,760 267 |
| 10/2/95 10.00 -- -- |
|-------------------------------------------------------------|
A4
<PAGE>
<PAGE>
CAPITAL APPRECIATION
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $24.55 49,076 $ 1,205 |
| 1997 22.08 46,932 1,036 |
| 1996 17.36 35,436 615 |
| 1995 14.63 26,783 392 |
| 1994 11.40 31,314 357 |
| 1993 11.74 48,394 568 |
| 1992 10.99 18,366 |
| 5/4/92 10.00 -- -- |
|-------------------------------------------------------------|
MID-CAP GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $22.50 12,309 $ 277 |
| 1997 18.57 10,361 193 |
| 1996 15.74 5,670 89 |
| 9/3/96 14.69 -- -- |
|-------------------------------------------------------------|
SMALL CAP
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $15.39 18,405 $ 283 |
| 1997 12.90 38,537 497 |
| 1996 11.85 40,332 478 |
| 1/2/96 10.00 -- -- |
|-------------------------------------------------------------|
A5
<PAGE>
<PAGE>
REAL ESTATE
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $21.82 9,562 $ 209 |
| 1997 25.55 22,395 572 |
| 1996 21.10 14,864 314 |
| 1995 15.80 14,556 230 |
| 1994 13.74 16,064 221 |
| 1993 13.10 7,264 95 |
| 1992 11.32 3,600 |
| 1991 10.08 696 |
| 1990 7.65 310 |
| 1989 9.85 650 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
HARD ASSETS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.33 23,997 $ 344 |
| 1997 20.63 32,428 669 |
| 1996 19.70 36,118 712 |
| 1995 14.99 19,158 287 |
| 1994 13.73 22,343 307 |
| 1993 13.57 3,478 47 |
| 1992 9.17 2,882 |
| 1991 10.31 2,646 |
| 1990 9.91 2,460 |
| 1989 11.71 2,321 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
MANAGED GLOBAL
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $14.95 47,894 $ 716 |
| 1997 11.72 76,803 900 |
| 1996 10.59 64,797 686 |
| 1995 9.56 72,375 |
| 1994 9.03 69,795 630 |
| 1993 10.48 63,254 663 |
| 1992 10.01 38,699 |
|10/21/92 10.00 -- -- |
|-------------------------------------------------------------|
A6
<PAGE>
<PAGE>
DEVELOPING WORLD
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ -- $ |
| 5/1/98 10.42 -- -- |
|-------------------------------------------------------------|
EMERGING MARKETS
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ 6.52 23,813 $ 155 |
| 1997 8.71 34,350 299 |
| 1996 9.74 28,101 274 |
| 1995 9.20 30,591 281 |
| 1994 10.38 219,810 2,281 |
| 1993 12.40 52,093 646 |
| 10/4/93 10.00 -- -- |
|-------------------------------------------------------------|
PIMCO HIGH YIELD BOND
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ $ |
| 5/1/98 10.00 -- -- |
|-------------------------------------------------------------|
PIMCO STOCKSPLUS GROWTH AND INCOME
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ $ |
| 5/1/98 10.00 -- -- |
|-------------------------------------------------------------|
A7
<PAGE>
<PAGE>
ALL-GROWTH
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $15.48 23,147 $ 358 |
| 1997 14.33 26,286 377 |
| 1996 13.72 23,840 327 |
| 1995 13.98 46,215 647 |
| 1994 11.58 48,963 567 |
| 1993 13.16 10,867 143 |
| 1992 12.52 23,419 |
| 1991 13.03 11,160 |
| 1990 9.74 4,528 |
| 1989 10.71 3,078 |
| 1/24/89 10.00 -- -- |
|-------------------------------------------------------------|
GROWTH OPPORTUNITIES
[Table with shaded headings]
|-------------------------------------------------------------|
| TOTAL # OF |
| ACCUMULATION |
| AUV AT UNITS AT TOTAL |
| YEAR END (AND YEAR END (AND AUV AT |
| AT BEGINNING OF AT BEGINNING OF YEAR END |
| FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS) |
|-------------------------------------------------------------|
| 1998 $ -- $ |
| 5/1/98 10.78 -- -- |
|-------------------------------------------------------------|
A8
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled
in Delaware
- --------------------------------------------------------------------------
G3207 5/99
<PAGE>
PART B
Statement of Additional Information
GOLDENSELECT DVA
DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT
ISSUED BY
SEPARATE ACCOUNT B
("Account B")
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. The
information contained herein should be read in conjunction with the
Prospectus for the Golden American Life Insurance Company Deferred
Variable Annuity Contract, which is referred to herein.
The Prospectus sets forth information that a prospective investor
ought to know before investing. For a copy of the Prospectus, send a
written request to Golden American Life Insurance Company, Customer
Service Center, P.O. Box 2700, West Chester, Pennsylvania 19380-1478
or telephone 1-800-366-0066.
DATE OF PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION:
MAY 1, 1999
<PAGE>
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
Introduction 1
Description of Golden American Life Insurance Company 1
Safekeeping of Assets 1
The Administrator 1
Independent Auditors 1
Distribution of Contracts 1
Performance Information 2
IRA Partial Withdrawal Option 6
Other Information 6
Financial Statements of Account B 6
Appendix - Description of Bond Ratings A-1
i
<PAGE>
<PAGE>
INTRODUCTION
This Statement of Additional Information provides background
information regarding Account B.
DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company ("Golden American") is a stock
life insurance company organized under the laws of the State of
Delaware. On August 13, 1996, Equitable of Iowa Companies, Inc.
(formerly Equitable of Iowa Companies) ("Equitable of Iowa") acquired
all of the interest in Golden American and Directed Services, Inc.
On October 24, 1997, Equitable of Iowa and ING Groep N.V. ("ING")
completed a merger agreement, and Equitable of Iowa became a wholly
owned subsidiary of ING. ING, headquartered in The Netherlands, is a
global financial services holding company with over $461.8 billion in
assets as of December 31, 1998.
As of December 31, 1998, Golden American had approximately $353.9
million in stockholder's equity and approximately $4.8 billion in
total assets, including approximately $3.4 billion of separate
account assets. Golden American is authorized to do business in all
jurisdictions except New York. Golden American offers variable
annuities and variable life insurance. Golden American formed a
subsidiary, First Golden American Life Insurance Company of New York
("First Golden"), who is licensed to do variable annuity business in
the states of New York and Delaware.
SAFEKEEPING OF ASSETS
Golden American acts as its own custodian for Account B.
THE ADMINISTRATOR
Effective January 1, 1997, Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American became parties to a service
agreement pursuant to which Equitable Life agreed to provide certain
accounting, actuarial, tax, underwriting, sales, management and other
services to Golden American. Expenses incurred by Equitable Life in
relation to this service agreement were reimbursed by Golden American
on an allocated cost basis. No charges were billed to Golden
American by Equitable Life pursuant to the service agreement in 1997.
Equitable Life billed Golden American $892,903 pursuant to the
service agreement in 1998.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, performs annual audits of
Golden American and Account B.
DISTRIBUTION OF CONTRACTS
The offering of contracts under the prospectus associated with this
Statement of Additional Information is continuous. Directed
Services, Inc., an affiliate of Golden American, acts as the
principal underwriter (as defined in the Securities Act of 1933 and
the Investment Company Act of 1940, as amended) of the variable
insurance products (the "variable insurance products") issued by
Golden American. The variable insurance products were sold primarly
through two broker/dealer institutions, during the year ended
December 31, 1996, through two broker/dealer institutions during the
year ended December 31, 1997 and through two broker/dealer
institutions during the year ended December 31, 1998. For the years
ended 1998, 1997 and 1996 commissions paid by Golden American to
Directed Services, Inc. aggregated $117,470,000, $36,350,000 and
$27,065,000, respectively. Directed Services, Inc. is located at 1475
Dunwoody Drive, West Chester, Pennsylvania 19380-1478.
Under a management services agreement, last amended in 1995, Golden
American provides to Directed Services, Inc. certain of its personnel
to perform management, administrative and clerical services and the
use of certain facilities. Golden American charges Directed
Services, Inc. for such expenses and all other general and
administrative costs, first on the basis of direct charges when
identifiable, and the remainder allocated based on the estimated
amount of time spent by Golden American's employees on behalf of
Directed Services, Inc. In the
1
<PAGE>
<PAGE>
opinion of management, this method
of cost allocation is reasonable. This fee, calculated as a
percentage of average assets in the variable separate accounts, was
$4,771,000, $2,770,000 and $2,267,000 for the years ended 1998, 1997
and 1996, respectively.
PERFORMANCE INFORMATION
Performance information for the subaccounts of Account B, including
yields, standard annual returns and other non-standard measures of
performance of all subaccounts, may appear in reports or promotional
literature to current or prospective owners. Such non-standard
measures of performance will be computed, or accompanied by
performance data computed, in accordance with criteria defined by the
SEC. Negative values are denoted by minus signs ("-"). Performance
information for measures other than total return do not reflect any
applicable premium tax that can range from 0% to 3.5%. As described
in the prospectus, three death benefit options are available. The
following performance values reflect the election at issue of the 7%
Solution Enhanced Death Benefit Option providing values reflecting
the highest aggregate contract charges. If one of the other death
benefit options had been elected, the historical performance values
would be higher than those represented in the examples.
SEC STANDARD MONEY MARKET SUBACCOUNT YIELDS
Current yield for the Liquid Asset Subaccount will be based on the
change in the value of a hypothetical investment (exclusive of
capital changes or income other than investment income) over a
particular 7-day period, less a pro rata share of subaccount expenses
accrued over that period (the "base period"), and stated as a
percentage of the investment at the start of the base period (the
"base period return"). The base period return is then annualized by
multiplying by 365/7, with the resulting yield figure carried to at
least the nearest hundredth of one percent. Calculation of
"effective yield" begins with the same "base period return" used in
the calculation of yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:
Effective Yield = [(Base Period Return) +1)^365/7] - 1
The current yield and effective yield of the Liquid Asset Subaccount
for the 7-day period December 25, 1998 to December 31, 1998 were
3.65% and 3.71%, respectively.
SEC STANDARD 30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS
Quotations of yield for the remaining subaccounts will be based on
all investment income per subaccount earned during a particular 30-
day period, less expenses accrued during the period ("net investment
income"), and will be computed by dividing net investment income by
the value of an accumulation unit on the last day of the period,
according to the following formula:
Yield = 2 [ ( a - b +1)^(6) - 1]
------
cd
Where:
[a] equals the net investment income earned during the
period by the investment portfolio attributable to
shares owned by a subaccount
[b] equals the expenses accrued for the period (net of
reimbursements)
[c] equals the average daily number of units
outstanding during the period based on the accumulation
unit value
[d] equals the value (maximum offering price) per
accumulation unit value on the last day of the period
Yield on subaccounts of Account B is earned from the increase in net
asset value of shares of the portfolio in which the subaccount
invests and from dividends declared and paid by the portfolio, which
are automatically reinvested in shares of the portfolio.
SEC STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS
Quotations of average annual total return for any subaccount will be
expressed in terms of the average annual compounded rate of return of
a hypothetical investment in a contract over a period of one, five
and 10 years (or, if less, up to the life of the subaccount),
calculated pursuant to the formula:
2
<PAGE>
<PAGE>
P(1+T)^(n)=ERV
Where:
(1) [P] equals a hypothetical initial premium payment
of $1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at the
beginning of the period (or fractional portion thereof)
All total return figures reflect the deduction of the maximum sales
load, the administrative charges, and the mortality and expense risk
charges. The Securities and Exchange Commission (the "SEC") requires
that an assumption be made that the contract owner surrenders the
entire contract at the end of the one, five and 10 year periods (or,
if less, up to the life of the security) for which performance is
required to be calculated. This assumption may not be consistent with
the typical contract owner's intentions in purchasing a contract and
may adversely affect returns. Quotations of total return may
simultaneously be shown for other periods, as well as quotations of
total return that do not take into account certain contractual
charges such as sales load.
Average Annual Total Return for the subaccounts presented on a
standardized basis, which includes deductions for the mortality and
expense risk charge, administrative charge, contract charge and
surrender charge for the year ending December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
Average Annual Total Return for Periods Ending 12/31/98 - Standardized
- ----------------------------------------------------------------------
One Year Period Five Year Period Inception to Inception
Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date
- ---------- --------------- --------------- --------------- ----
<S> <C> <C> <C> <C>
Equity Income 1.12% 8.77% 8.62%* 1/25/89
Fully Managed -1.23% 8.01% 7.90%* 1/25/89
Capital Appreciation 5.49% 16.05% 14.72%* 5/4/92
Rising Dividends 6.93% 17.25% 17.05% 10/4/93
All-Growth 2.36% 3.26% 4.83%* 1/25/89
Real Estate -20.38% 10.82% 8.52%* 1/25/89
Hard Assets -36.35% 1.02% 4.02%* 1/25/89
Value Equity -5.53% n/a 16.11% 1/1/95
Strategic Equity -6.23% n/a 10.86% 10/2/95
Small Cap 13.71% n/a 14.59% 1/2/96
Emerging Markets -16.66% -12.52% -3.11% 10/4/93
Managed Global 21.96% 7.39%* 6.91%* 10/21/92
Growth Opportunities n/a n/a -9.19%# 2/19/98
Developing World n/a n/a -33.97%# 2/19/98
Mid-Cap Growth 15.52% n/a 21.13%* 10/7/94
Research 15.76% n/a 21.76%* 10/7/94
Total Return 4.41%* n/a 14.42%* 10/7/94
Growth & Income 4.79% n/a 20.52% 4/1/96
Growth 19.49% n/a 19.08%* 4/1/96
Global Fixed Income 4.67%* n/a 6.38%* 10/7/94
High Yield Bond n/a n/a -4.99%*# 5/1/98
StocksPLUS Growth and n/a n/a 5.35%*# 5/1/98
Income
Limited Maturity Bond -0.27% 4.14% 5.71%* 1/25/89
Liquid Asset -2.06% 3.42% 4.05%* 1/25/89
</TABLE>
- ----------------------
* Total return calculation reflects partial waiver of fees and
expenses.
# Non-annualized.
3
<PAGE>
<PAGE>
Non-Standard Average Annual Total Return for All Subaccounts
Quotations of non-standard average annual total return for any
subaccount will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in a contract
over a period of one, five and 10 years (or, if less, up to the life
of the subaccount), calculated pursuant to the formula:
P(1+T)^(n)]=ERV
Where:
(1) [P] equals a hypothetical initial premium payment
of $1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at the
beginning of the period (or fractional portion thereof)
assuming certain loading and charges are zero.
All total return figures reflect the deduction of the mortality and
expense risk charge and the administrative charges, but not the
deduction of the maximum sales load and the annual contract fee.
Average Annual Total Return for the subaccounts presented on a non-
standardized basis, which includes deductions for the mortality and
expense risk charge and the administrative charge for the year ending
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Average Annual Total Return for Periods Ending 12/31/98 - Non-Standardized
- --------------------------------------------------------------------------
One Year Period Five Year Period Inception to Inception
Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date
- ---------- --------------- --------------- --------------- ----
<S> <C> <C> <C> <C>
Equity Income 7.18% 9.09% 8.65%* 1/25/89
Fully Managed 4.84% 8.63% 7.93%* 1/25/89
Capital Appreciation 11.55% 16.30% 14.81%* 5/4/92
Rising Dividends 12.99% 17.51% 17.27% 10/4/93
All-Growth 8.43% 3.67% 4.87%* 1/25/89
Real Estate -14.32% 11.13% 8.55%* 1/25/89
Hard Assets -30.29% 1.46% 4.06%* 1/25/89
Value Equity 0.54% n/a 16.77% 1/1/95
Strategic Equity -0.17% n/a 11.87% 10/2/95
Small Cap 19.77% n/a 15.88% 1/2/96
Emerging Markets -10.60% -11.75% -2.61% 10/4/93
Managed Global 28.02% 7.73%* 7.07%* 10/21/92
Growth Opportunities n/a n/a -3.13%# 2/19/98
Developing World n/a n/a -26.91%# 2/19/98
Mid-Cap Growth 21.58% n/a 21.54%* 10/7/94
Research 21.82% n/a 22.07%* 10/7/94
Total Return 10.48%* n/a 14.91%* 10/7/94
Growth & Income 10.85% n/a 21.86% 4/1/96
Growth 25.56% n/a 19.92%* 4/1/96
Global Fixed Income 10.73%* n/a 7.00%* 10/7/94
High Yield Bond n/a n/a 10.70%*# 5/1/98
StocksPLUS Growth and n/a n/a 11.41%*# 5/1/98
Income
Limited Maturity Bond 5.79% 4.53% 5.74%* 1/25/89
Liquid Asset 4.00% 3.82% 4.09%* 1/25/89
</TABLE>
- ---------------------
* Total return calculation reflects partial waiver of fees and
expenses.
# Non-annualized.
Performance information for a subaccount may be compared, in reports
and promotional literature, to: (i) the Standard & Poor's 500 Stock
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue
Money Market Institutional Averages, or other indices that measure
performance of a pertinent group of securities so that investors may
compare a subaccount's results with those of a group of securities
widely regarded by investors as
4
<PAGE>
<PAGE>
representative of the securities
markets in general; (ii) other groups of variable annuity separate
accounts or other investment products tracked by Lipper Analytical
Services, a widely used independent research firm which ranks mutual
funds and other investment companies by overall performance,
investment objectives, and assets, or tracked by other services,
companies, publications, or persons who rank such investment
companies on overall performance or other criteria; and (iii) the
Consumer Price Index (measure for inflation) to assess the real rate
of return from an investment in the contract. Unmanaged indices may
assume the reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses.
Performance information for any subaccount reflects only the
performance of a hypothetical contract under which contract value is
allocated to a subaccount during a particular time period on which
the calculations are based. Performance information should be
considered in light of the investment objectives and policies,
characteristics and quality of the investment portfolio of the Trust
in which the Account B subaccounts invest, and the market conditions
during the given time period, and should not be considered as a
representation of what may be achieved in the future.
Reports and promotional literature may also contain other information
including the ranking of any subaccount derived from rankings of
variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services or by other rating services,
companies, publications, or other persons who rank separate accounts
or other investment products on overall performance or other
criteria.
PUBLISHED RATINGS
From time to time, the rating of Golden American as an insurance
company by A.M. Best may be referred to in advertisements or in
reports to contract owners. Each year the A.M. Best Company reviews
the financial status of thousands of insurers, culminating in the
assignment of Best's Ratings. These ratings reflect their current
opinion of the relative financial strength and operating performance
of an insurance company in comparison to the norms of the life/health
insurance industry. Best's ratings range from A+ + to F. An A++ and
A+ ratings mean, in the opinion of A.M. Best, that the insurer has
demonstrated the strongest ability to meet its respective
policyholder and other contractual obligations.
ACCUMULATION UNIT VALUE
The calculation of the Accumulation Unit Value ("AUV") is discussed
in the prospectus for the Contracts under Performance Information.
Note that in your Contract, accumulation unit value is referred to as
the Index of Investment Experience. The following illustrations show
a calculation of a new AUV and the purchase of Units (using
hypothetical examples):
ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.
1. AUV, beginning of period $1.80000000
2. Value of securities, beginning of period $21.20
3. Change in value of securities $ .50
4. Gross investment return (3) divided by (2) 02358491
5. Less daily mortality and expense charge 00002477
6. Less asset based administrative charge 00000276
7. Net investment return (4) minus (5) minus (6) 02355738
8. Net investment factor (1.000000) plus (7) 1.02355738
9. AUV, end of period (1) multiplied by (8) $1.84240328
ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
EXAMPLE 2.
1. Initial Premium Payment $100.00
2. AUV on effective date of purchase (see Example 1) $1.8000000
3. Number of Units purchased [(1) divided by (2)] 55.55556
4. AUV for valuation date following purchase (see Example 1) $1.84240328
5
<PAGE>
<PAGE>
5. Contract Value in account for valuation date
following purchase [(3) multiplied by (4)] $102.36
IRA PARTIAL WITHDRAWAL OPTION
If the contract owner has an IRA contract and will attain age 70 1/2 in
the current calendar year, distributions will be made in accordance
with the requirements of Federal tax law. This option is available
to assure that the required minimum distributions from qualified
plans under the Internal Revenue Code (the "Code") are made. Under
the Code, distributions must begin no later than April 1st of the
calendar year following the calendar year in which the contract owner
attains age 70 1/2. If the required minimum distribution is not
withdrawn, there may be a penalty tax in an amount equal to 50% of
the difference between the amount required to be withdrawn and the
amount actually withdrawn. Even if the IRA Partial Withdrawal Option
is not elected, distributions must nonetheless be made in accordance
with the requirements of Federal tax law.
Golden American notifies the contract owner of these regulations with
a letter mailed on January 1st of the calendar year in which the
contract owner reaches age 70 1/2 which explains the IRA Partial
Withdrawal Option and supplies an election form. If electing this
option, the owner specifies whether the withdrawal amount will be
based on a life expectancy calculated on a single life basis
(contract owner's life only) or, if the contract owner is married, on
a joint life basis (contract owner's and spouse's lives combined).
The contract owner selects the payment mode on a monthly, quarterly
or annual basis. If the payment mode selected on the election form
is more frequent than annually, the payments in the first calendar
year in which the option is in effect will be based on the amount of
payment modes remaining when Golden American receives the completed
election form. Golden American calculates the IRA Partial Withdrawal
amount each year based on the minimum distribution rules. We do this
by dividing the contract value by the life expectancy. In the first
year withdrawals begin, we use the contract value as of the date of
the first payment. Thereafter, we use the contract value on December
31st of each year. The life expectancy is recalculated each year.
Certain minimum distribution rules govern payouts if the designated
beneficiary is other than the contract owner's spouse and the
beneficiary is more than ten years younger than the contract owner.
OTHER INFORMATION
Registration statements have been filed with the SEC under the
Securities Act of 1933, as amended, with respect to the Contracts
discussed in this Statement of Additional Information. Not all of
the information set forth in the registration statements, amendments
and exhibits thereto has been included in this Statement of
Additional Information. Statements contained in this Statement of
Additional Information concerning the content of the Contracts and
other legal instruments are intended to be summaries. For a complete
statement of the terms of these documents, reference should be made
to the instruments filed with the SEC.
FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B
The audited financial statements of Separate Account B are listed
below and are included in this Statement of Additional Information:
Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability as of December 31, 1998
Statement of Operations for the year ended December 31, 1998
Statements of Changes in Net Assets for the years ended
December 31, 1998 and 1997
Notes to Financial Statements
6
<PAGE>
<PAGE>
FINANCIAL STATEMENTS
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
YEARS ENDED DECEMBER 31, 1998 AND 1997
WITH REPORT OF INDEPENDENT AUDITORS
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability
Statement of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Report of Independent Auditors
The Board of Directors
Golden American Life Insurance Company
We have audited the accompanying statement of assets and liability of Golden
American Life Insurance Company Separate Account B as of December 31, 1998,
and the related statements of operations for the year then ended and the
changes in net assets for each of the two years in the period then ended.
These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of December 31,
1998, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden American Life
Insurance Company Separate Account B at December 31, 1998, and the results of
its operations for the year then ended and the changes in its net assets for
each of the two years in the period then ended in conformity with generally
accepted accounting principles.
/S/ Ernst & Young LLP
Des Moines, Iowa
February 25, 1999
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
____________
<S> <C>
ASSETS
Investments at net asset value:
The GCG Trust:
Liquid Asset Series,
175,698,298 shares (cost - $175,698) $175,698
Limited Maturity Bond Series,
9,632,216 shares (cost - $103,588) 102,872
Hard Assets Series,
3,095,761 shares (cost - $44,073) 29,719
All-Growth Series,
5,460,140 shares (cost - $72,614) 81,847
Real Estate Series,
5,082,757 shares (cost - $77,307) 69,024
Fully Managed Series,
14,869,764 shares (cost - $216,245) 226,467
Multiple Allocation Series,
21,629,600 shares (cost - $268,930) 274,047
Capital Appreciation Series,
14,189,481 shares (cost - $221,707) 256,687
Rising Dividends Series,
22,754,116 shares (cost - $421,987) 500,818
Emerging Markets Series,
3,333,290 shares (cost - $31,776) 22,267
Market Manager Series,
414,851 shares (cost - $4,663) 8,068
Value Equity Series,
7,950,210 shares (cost - $122,857) 126,249
Strategic Equity Series,
5,567,699 shares (cost - $69,933) 71,377
Small Cap Series,
7,754,062 shares (cost - $103,129) 124,298
Managed Global Series,
9,213,401 shares (cost - $110,591) 130,738
Mid-Cap Growth Series,
6,458,180 shares (cost - $109,532) 116,893
Growth & Income Series,
11,461,829 shares (cost - $170,105) 179,033
Research Series,
13,965,668 shares (cost - $266,377) 283,643
Total Return Series,
14,425,794 shares (cost - $226,488) 227,928
Value + Growth Series,
9,163,078 shares (cost - $129,140) 143,127
Global Fixed Income Series,
853,224 shares (cost - $9,541) 9,531
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
____________
<S> <C>
ASSETS - CONTINUED
Investments at net asset value:
The GCG Trust:
Developing World Series,
612,452 shares (cost - $4,365) $4,514
Growth Opportunities Series,
425,552 shares (cost - $3,783) 4,132
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio,
4,770,792 shares (cost - $46,152) 46,134
PIMCO StocksPLUS Growth and Income Portfolio,
4,119,171 shares (cost - $47,564) 51,819
Greenwich Street Series Fund Inc.:
Appreciation Portfolio,
46,082 shares (cost - $932) 975
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio,
63,707 shares (cost - $870) 807
Smith Barney Large Cap Value Portfolio,
34,717 shares (cost - $692) 702
Smith Barney International Equity Portfolio,
23,707 shares (cost - $333) 326
Smith Barney Money Market Portfolio,
317,907 shares (cost - $318) 318
Warburg Pincus Trust:
International Equity Portfolio,
4,529,941 shares (cost - $48,231) 49,785
____________
TOTAL ASSETS (cost - $3,109,521) 3,319,843
LIABILITY
Payable to Golden American Life Insurance Company
for charges and fees 1,638
____________
TOTAL NET ASSETS $3,318,205
============
NET ASSETS
For variable annuity insurance contracts $3,309,202
Retained in Separate Account B by Golden American
Life Insurance Company 9,003
____________
TOTAL NET ASSETS $3,318,205
============
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard
Asset Bond Assets
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $5,783 $3,217 $1,662
Capital gains distributions -- -- 1,065
______________________________
TOTAL INVESTMENT INCOME 5,783 3,217 2,727
Expenses:
Mortality and expense risk and other charges 1,619 939 461
Annual administrative charges 62 41 13
Minimum death benefit guarantee charges 7 1 2
Contingent deferred sales charges 342 65 53
Other contract charges 9 3 2
Amortization of deferred charges related to:
Deferred sales load 615 389 164
Premium taxes 3 6 3
______________________________
TOTAL EXPENSES BEFORE WAIVER 2,657 1,444 698
Fees waived by Golden American Life
Insurance Company 5 9 4
______________________________
NET EXPENSES 2,652 1,435 694
______________________________
NET INVESTMENT INCOME (LOSS) 3,131 1,782 2,033
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments -- 872 (6,941)
Net unrealized appreciation
(depreciation) of investments -- 739 (8,620)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $3,131 $3,393 ($13,528)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All- Real Fully
Growth Estate Managed
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends -- $3,321 $6,674
Capital gains distributions $470 6,244 12,408
______________________________
TOTAL INVESTMENT INCOME 470 9,565 19,082
Expenses:
Mortality and expense risk and other charges 879 964 2,417
Annual administrative charges 41 28 105
Minimum death benefit guarantee charges 1 1 2
Contingent deferred sales charges 46 38 64
Other contract charges 2 1 5
Amortization of deferred charges related to:
Deferred sales load 409 290 866
Premium taxes 7 5 16
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,385 1,327 3,475
Fees waived by Golden American Life
Insurance Company 10 6 19
______________________________
NET EXPENSES 1,375 1,321 3,456
______________________________
NET INVESTMENT INCOME (LOSS) (905) 8,244 15,626
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 330 3,708 1,704
Net unrealized appreciation
(depreciation) of investments 6,240 (24,689) (10,501)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $5,665 ($12,737) $6,829
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple Capital
Alloca- Apprecia- Rising
tion tion Dividends
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $13,875 $3,355 $2,240
Capital gains distributions 14,968 19,519 16,632
______________________________
TOTAL INVESTMENT INCOME 28,843 22,874 18,872
Expenses:
Mortality and expense risk and other charges 2,985 2,656 4,670
Annual administrative charges 144 110 212
Minimum death benefit guarantee charges 10 2 4
Contingent deferred sales charges 89 59 128
Other contract charges 9 9 13
Amortization of deferred charges related to:
Deferred sales load 1,784 1,083 934
Premium taxes 33 25 11
______________________________
TOTAL EXPENSES BEFORE WAIVER 5,054 3,944 5,972
Fees waived by Golden American Life
Insurance Company 26 26 20
______________________________
NET EXPENSES 5,028 3,918 5,952
______________________________
NET INVESTMENT INCOME (LOSS) 23,815 18,956 12,920
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 2,288 6,551 3,842
Net unrealized appreciation
(depreciation) of investments (10,125) (3,987) 17,344
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $15,978 $21,520 $34,106
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging Market Value
Markets Manager Equity
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends -- $129 $2,766
Capital gains distributions -- 214 1,018
______________________________
TOTAL INVESTMENT INCOME -- 343 3,784
Expenses:
Mortality and expense risk and other charges $336 -- 1,442
Annual administrative charges 10 1 57
Minimum death benefit guarantee charges 1 -- 1
Contingent deferred sales charges 16 -- 57
Other contract charges 1 -- 2
Amortization of deferred charges related to:
Deferred sales load 160 43 231
Premium taxes 2 -- 3
______________________________
TOTAL EXPENSES BEFORE WAIVER 526 44 1,793
Fees waived by Golden American Life
Insurance Company 2 -- 3
______________________________
NET EXPENSES 524 44 1,790
______________________________
NET INVESTMENT INCOME (LOSS) (524) 299 1,994
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (3,524) 135 1,237
Net unrealized appreciation
(depreciation) of investments (4,266) 1,090 (4,208)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($8,314) $1,524 ($977)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic Small Managed
Equity Cap Global
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $1,941 -- $1,806
Capital gains distributions 2,711 -- 3,627
______________________________
TOTAL INVESTMENT INCOME 4,652 -- 5,433
Expenses:
Mortality and expense risk and other charges 851 $1,114 1,445
Annual administrative charges 29 55 59
Minimum death benefit guarantee charges 1 1 1
Contingent deferred sales charges 52 59 50
Other contract charges 1 3 4
Amortization of deferred charges related to:
Deferred sales load 135 112 579
Premium taxes 1 1 8
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,070 1,345 2,146
Fees waived by Golden American Life
Insurance Company 4 2 9
______________________________
NET EXPENSES 1,066 1,343 2,137
______________________________
NET INVESTMENT INCOME (LOSS) 3,586 (1,343) 3,296
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 1,365 2,148 7,634
Net unrealized appreciation
(depreciation) of investments (6,078) 15,952 16,611
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($1,127) $16,757 $27,541
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap Growth &
Growth Income Research
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $4,999 $4,745 $12,283
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 4,999 4,745 12,283
Expenses:
Mortality and expense risk and other charges 880 1,599 1,941
Annual administrative charges 51 88 120
Minimum death benefit guarantee charges 1 -- --
Contingent deferred sales charges 20 62 71
Other contract charges 2 1 4
Amortization of deferred charges related to:
Deferred sales load 55 92 79
Premium taxes -- 2 1
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,009 1,844 2,216
Fees waived by Golden American Life
Insurance Company 1 3 1
______________________________
NET EXPENSES 1,008 1,841 2,215
______________________________
NET INVESTMENT INCOME (LOSS) 3,991 2,904 10,068
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 899 911 972
Net unrealized appreciation
(depreciation) of investments 6,574 7,679 16,878
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $11,464 $11,494 $27,918
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Total Value + Fixed
Return Growth Income
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $11,048 $5,950 $237
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 11,048 5,950 237
Expenses:
Mortality and expense risk and other charges 1,714 1,099 57
Annual administrative charges 98 62 4
Minimum death benefit guarantee charges -- 1 --
Contingent deferred sales charges 62 42 2
Other contract charges 1 1 --
Amortization of deferred charges related to:
Deferred sales load 75 49 --
Premium taxes 1 1 --
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,951 1,255 63
Fees waived by Golden American Life
Insurance Company 2 2 --
______________________________
NET EXPENSES 1,949 1,253 63
______________________________
NET INVESTMENT INCOME (LOSS) 9,099 4,697 174
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 185 (807) 216
Net unrealized appreciation
(depreciation) of investments 1,028 15,417 --
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $10,312 $19,307 $390
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
Growth High
Developing Oppor- Yield
World tunities Bond
Division Division Division
(a) (a) (c)
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $2 $25 $1,050
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 2 25 1,050
Expenses:
Mortality and expense risk and other charges 22 31 197
Annual administrative charges 2 1 17
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges -- 1 15
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load -- -- 4
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 24 33 233
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 24 33 233
______________________________
NET INVESTMENT INCOME (LOSS) (22) (8) 817
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (266) (235) (318)
Net unrealized appreciation
(depreciation) of investments 149 349 (18)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($139) $106 $481
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS Smith
Growth Barney
and Appre- High
Income ciation Income
Division Division Division
(b)
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $1,005 $8 $37
Capital gains distributions -- 33 8
______________________________
TOTAL INVESTMENT INCOME 1,005 41 45
Expenses:
Mortality and expense risk and other charges 162 10 8
Annual administrative charges 18 1 1
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges 9 -- --
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load 2 -- --
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 191 11 9
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 191 11 9
______________________________
NET INVESTMENT INCOME (LOSS) 814 30 36
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (97) 3 8
Net unrealized appreciation
(depreciation) of investments 4,255 52 (66)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $4,972 $85 ($22)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Smith Barney Smith
Barney Inter- Barney
Large Cap national Money
Value Equity Market
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $6 -- $20
Capital gains distributions 16 -- --
______________________________
TOTAL INVESTMENT INCOME 22 -- 20
Expenses:
Mortality and expense risk and other charges 7 $3 6
Annual administrative charges 1 -- --
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges -- -- --
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load -- -- --
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 8 3 6
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 8 3 6
______________________________
NET INVESTMENT INCOME (LOSS) 14 (3) 14
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 2 (1) --
Net unrealized appreciation
(depreciation) of investments 3 (2) --
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $19 ($6) $14
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division Combined
____________________
<S> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $251 $88,435
Capital gains distributions -- 78,933
____________________
TOTAL INVESTMENT INCOME 251 167,368
Expenses:
Mortality and expense risk and other charges 398 30,912
Annual administrative charges 20 1,451
Minimum death benefit guarantee charges -- 37
Contingent deferred sales charges 12 1,414
Other contract charges -- 73
Amortization of deferred charges related to:
Deferred sales load -- 8,150
Premium taxes -- 129
____________________
TOTAL EXPENSES BEFORE WAIVER 430 42,166
Fees waived by Golden American Life
Insurance Company -- 154
____________________
NET EXPENSES 430 42,012
____________________
NET INVESTMENT INCOME (LOSS) (179) 125,356
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (556) 22,265
Net unrealized appreciation
(depreciation) of investments 1,647 39,447
____________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $912 $187,068
====================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Liquid
Asset
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $37,476
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 970
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 970
Changes from principal transactions:
Purchase payments 29,455
Contract distributions and terminations (18,096)
Transfer payments from (to) Fixed Accounts and other Divisions 7,253
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 196
____________
Increase (decrease) in net assets derived from principal
transactions 18,808
____________
Total increase (decrease) 19,778
____________
NET ASSETS AT DECEMBER 31, 1997 57,254
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Liquid
Asset
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,131
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 3,131
Changes from principal transactions:
Purchase payments 227,924
Contract distributions and terminations (38,803)
Transfer payments from (to) Fixed Accounts and other Divisions (73,759)
Addition to assets retained in the Account
by Golden American Life Insurance Company 12
____________
Increase (decrease) in net assets derived from principal
transactions 115,374
____________
Total increase (decrease) 118,505
____________
NET ASSETS AT DECEMBER 31, 1998 $175,759
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Maturity
Bond
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $54,334
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 2,703
Net realized gain (loss) on investments 139
Net unrealized appreciation (depreciation) of investments (690)
____________
Net increase (decrease) in net assets resulting from operations 2,152
Changes from principal transactions:
Purchase payments 5,847
Contract distributions and terminations (8,648)
Transfer payments from (to) Fixed Accounts and other Divisions (1,150)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (68)
____________
Increase (decrease) in net assets derived from principal
transactions (4,019)
____________
Total increase (decrease) (1,867)
____________
NET ASSETS AT DECEMBER 31, 1997 52,467
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Maturity
Bond
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $1,782
Net realized gain (loss) on investments 872
Net unrealized appreciation (depreciation) of investments 739
____________
Net increase (decrease) in net assets resulting from operations 3,393
Changes from principal transactions:
Purchase payments 42,180
Contract distributions and terminations (9,265)
Transfer payments from (to) Fixed Accounts and other Divisions 14,051
Addition to assets retained in the Account
by Golden American Life Insurance Company 6
____________
Increase (decrease) in net assets derived from principal
transactions 46,972
____________
Total increase (decrease) 50,365
____________
NET ASSETS AT DECEMBER 31, 1998 $102,832
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Hard
Assets
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $43,301
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 8,570
Net realized gain (loss) on investments 3,106
Net unrealized appreciation (depreciation) of investments (9,738)
____________
Net increase (decrease) in net assets resulting from operations 1,938
Changes from principal transactions:
Purchase payments 6,936
Contract distributions and terminations (5,699)
Transfer payments from (to) Fixed Accounts and other Divisions (886)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (87)
____________
Increase (decrease) in net assets derived from principal
transactions 264
____________
Total increase (decrease) 2,202
____________
NET ASSETS AT DECEMBER 31, 1997 45,503
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Hard
Assets
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $2,033
Net realized gain (loss) on investments (6,941)
Net unrealized appreciation (depreciation) of investments (8,620)
____________
Net increase (decrease) in net assets resulting from operations (13,528)
Changes from principal transactions:
Purchase payments 7,508
Contract distributions and terminations (4,524)
Transfer payments from (to) Fixed Accounts and other Divisions (5,266)
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions (2,272)
____________
Total increase (decrease) (15,800)
____________
NET ASSETS AT DECEMBER 31, 1998 $29,703
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All-Growth
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $76,842
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 490
Net realized gain (loss) on investments 556
Net unrealized appreciation (depreciation) of investments 1,550
____________
Net increase (decrease) in net assets resulting from operations 2,596
Changes from principal transactions:
Purchase payments 7,441
Contract distributions and terminations (10,832)
Transfer payments from (to) Fixed Accounts and other Divisions (4,053)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (256)
____________
Increase (decrease) in net assets derived from principal
transactions (7,700)
____________
Total increase (decrease) (5,104)
____________
NET ASSETS AT DECEMBER 31, 1997 71,738
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All-Growth
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($905)
Net realized gain (loss) on investments 330
Net unrealized appreciation (depreciation) of investments 6,240
____________
Net increase (decrease) in net assets resulting from operations 5,665
Changes from principal transactions:
Purchase payments 15,762
Contract distributions and terminations (9,206)
Transfer payments from (to) Fixed Accounts and other Divisions (2,159)
Addition to assets retained in the Account
by Golden American Life Insurance Company 7
____________
Increase (decrease) in net assets derived from principal
transactions 4,404
____________
Total increase (decrease) 10,069
____________
NET ASSETS AT DECEMBER 31, 1998 $81,807
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Real
Estate
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $50,681
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 3,901
Net realized gain (loss) on investments 2,621
Net unrealized appreciation (depreciation) of investments 5,391
____________
Net increase (decrease) in net assets resulting from operations 11,913
Changes from principal transactions:
Purchase payments 14,095
Contract distributions and terminations (5,798)
Transfer payments from (to) Fixed Accounts and other Divisions 3,766
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 43
____________
Increase (decrease) in net assets derived from principal
transactions 12,106
____________
Total increase (decrease) 24,019
____________
NET ASSETS AT DECEMBER 31, 1997 74,700
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Real
Estate
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $8,244
Net realized gain (loss) on investments 3,708
Net unrealized appreciation (depreciation) of investments (24,689)
____________
Net increase (decrease) in net assets resulting from operations (12,737)
Changes from principal transactions:
Purchase payments 24,639
Contract distributions and terminations (6,988)
Transfer payments from (to) Fixed Accounts and other Divisions (10,631)
Addition to assets retained in the Account
by Golden American Life Insurance Company 12
____________
Increase (decrease) in net assets derived from principal
transactions 7,032
____________
Total increase (decrease) (5,705)
____________
NET ASSETS AT DECEMBER 31, 1998 $68,995
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Fully
Managed
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $134,431
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 9,632
Net realized gain (loss) on investments 2,407
Net unrealized appreciation (depreciation) of investments 5,898
____________
Net increase (decrease) in net assets resulting from operations 17,937
Changes from principal transactions:
Purchase payments 19,633
Contract distributions and terminations (17,687)
Transfer payments from (to) Fixed Accounts and other Divisions 4,389
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (53)
____________
Increase (decrease) in net assets derived from principal
transactions 6,282
____________
Total increase (decrease) 24,219
____________
NET ASSETS AT DECEMBER 31, 1997 158,650
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Fully
Managed
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $15,626
Net realized gain (loss) on investments 1,704
Net unrealized appreciation (depreciation) of investments (10,501)
____________
Net increase (decrease) in net assets resulting from operations 6,829
Changes from principal transactions:
Purchase payments 74,467
Contract distributions and terminations (19,367)
Transfer payments from (to) Fixed Accounts and other Divisions 5,756
Addition to assets retained in the Account
by Golden American Life Insurance Company 31
____________
Increase (decrease) in net assets derived from principal
transactions 60,887
____________
Total increase (decrease) 67,716
____________
NET ASSETS AT DECEMBER 31, 1998 $226,366
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple
Allocation
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $270,427
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 21,419
Net realized gain (loss) on investments 5,773
Net unrealized appreciation (depreciation) of investments 9,866
____________
Net increase (decrease) in net assets resulting from operations 37,058
Changes from principal transactions:
Purchase payments 9,404
Contract distributions and terminations (45,162)
Transfer payments from (to) Fixed Accounts and other Divisions (9,649)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (209)
____________
Increase (decrease) in net assets derived from principal
transactions (45,616)
____________
Total increase (decrease) (8,558)
____________
NET ASSETS AT DECEMBER 31, 1997 261,869
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple
Allocation
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $23,815
Net realized gain (loss) on investments 2,288
Net unrealized appreciation (depreciation) of investments (10,125)
____________
Net increase (decrease) in net assets resulting from operations 15,978
Changes from principal transactions:
Purchase payments 34,793
Contract distributions and terminations (39,339)
Transfer payments from (to) Fixed Accounts and other Divisions 581
Addition to assets retained in the Account
by Golden American Life Insurance Company 28
____________
Increase (decrease) in net assets derived from principal
transactions (3,937)
____________
Total increase (decrease) 12,041
____________
NET ASSETS AT DECEMBER 31, 1998 $273,910
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Capital
Appreciation
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $145,989
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 13,819
Net realized gain (loss) on investments 8,242
Net unrealized appreciation (depreciation) of investments 16,323
____________
Net increase (decrease) in net assets resulting from operations 38,384
Changes from principal transactions:
Purchase payments 17,440
Contract distributions and terminations (20,143)
Transfer payments from (to) Fixed Accounts and other Divisions 5,915
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 232
____________
Increase (decrease) in net assets derived from principal
transactions 3,444
____________
Total increase (decrease) 41,828
____________
NET ASSETS AT DECEMBER 31, 1997 187,817
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Capital
Appreciation
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $18,956
Net realized gain (loss) on investments 6,551
Net unrealized appreciation (depreciation) of investments (3,987)
____________
Net increase (decrease) in net assets resulting from operations 21,520
Changes from principal transactions:
Purchase payments 63,892
Contract distributions and terminations (26,711)
Transfer payments from (to) Fixed Accounts and other Divisions 10,035
Addition to assets retained in the Account
by Golden American Life Insurance Company 25
____________
Increase (decrease) in net assets derived from principal
transactions 47,241
____________
Total increase (decrease) 68,761
____________
NET ASSETS AT DECEMBER 31, 1998 $256,578
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Rising
Dividends
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $123,573
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 1,726
Net realized gain (loss) on investments 3,602
Net unrealized appreciation (depreciation) of investments 33,738
____________
Net increase (decrease) in net assets resulting from operations 39,066
Changes from principal transactions:
Purchase payments 45,995
Contract distributions and terminations (18,620)
Transfer payments from (to) Fixed Accounts and other Divisions 25,458
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 471
____________
Increase (decrease) in net assets derived from principal
transactions 53,304
____________
Total increase (decrease) 92,370
____________
NET ASSETS AT DECEMBER 31, 1997 215,943
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Rising
Dividends
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $12,920
Net realized gain (loss) on investments 3,842
Net unrealized appreciation (depreciation) of investments 17,344
____________
Net increase (decrease) in net assets resulting from operations 34,106
Changes from principal transactions:
Purchase payments 216,682
Contract distributions and terminations (26,449)
Transfer payments from (to) Fixed Accounts and other Divisions 60,274
Addition to assets retained in the Account
by Golden American Life Insurance Company 60
____________
Increase (decrease) in net assets derived from principal
transactions 250,567
____________
Total increase (decrease) 284,673
____________
NET ASSETS AT DECEMBER 31, 1998 $500,616
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging
Markets
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $37,153
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (826)
Net realized gain (loss) on investments (1,134)
Net unrealized appreciation (depreciation) of investments (2,698)
____________
Net increase (decrease) in net assets resulting from operations (4,658)
Changes from principal transactions:
Purchase payments 5,427
Contract distributions and terminations (5,304)
Transfer payments from (to) Fixed Accounts and other Divisions 2,002
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (119)
____________
Increase (decrease) in net assets derived from principal
transactions 2,006
____________
Total increase (decrease) (2,652)
____________
NET ASSETS AT DECEMBER 31, 1997 34,501
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging
Markets
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($524)
Net realized gain (loss) on investments (3,524)
Net unrealized appreciation (depreciation) of investments (4,266)
____________
Net increase (decrease) in net assets resulting from operations (8,314)
Changes from principal transactions:
Purchase payments 2,520
Contract distributions and terminations (2,973)
Transfer payments from (to) Fixed Accounts and other Divisions (3,483)
Addition to assets retained in the Account
by Golden American Life Insurance Company 3
____________
Increase (decrease) in net assets derived from principal
transactions (3,933)
____________
Total increase (decrease) (12,247)
____________
NET ASSETS AT DECEMBER 31, 1998 $22,254
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Market
Manager
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $5,479
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 424
Net realized gain (loss) on investments 238
Net unrealized appreciation (depreciation) of investments 1,127
____________
Net increase (decrease) in net assets resulting from operations 1,789
Changes from principal transactions:
Purchase payments (59)
Contract distributions and terminations (189)
Transfer payments from (to) Fixed Accounts and other Divisions (303)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (1)
____________
Increase (decrease) in net assets derived from principal
transactions (552)
____________
Total increase (decrease) 1,237
____________
NET ASSETS AT DECEMBER 31, 1997 6,716
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Market
Manager
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $299
Net realized gain (loss) on investments 135
Net unrealized appreciation (depreciation) of investments 1,090
____________
Net increase (decrease) in net assets resulting from operations 1,524
Changes from principal transactions:
Purchase payments (36)
Contract distributions and terminations (188)
Transfer payments from (to) Fixed Accounts and other Divisions (309)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions (533)
____________
Total increase (decrease) 991
____________
NET ASSETS AT DECEMBER 31, 1998 $7,707
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value
Equity
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $42,861
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 5,696
Net realized gain (loss) on investments 898
Net unrealized appreciation (depreciation) of investments 5,129
____________
Net increase (decrease) in net assets resulting from operations 11,723
Changes from principal transactions:
Purchase payments 16,881
Contract distributions and terminations (5,181)
Transfer payments from (to) Fixed Accounts and other Divisions 10,573
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 168
____________
Increase (decrease) in net assets derived from principal
transactions 22,441
____________
Total increase (decrease) 34,164
____________
NET ASSETS AT DECEMBER 31, 1997 77,025
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value
Equity
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $1,994
Net realized gain (loss) on investments 1,237
Net unrealized appreciation (depreciation) of investments (4,208)
____________
Net increase (decrease) in net assets resulting from operations (977)
Changes from principal transactions:
Purchase payments 51,484
Contract distributions and terminations (7,869)
Transfer payments from (to) Fixed Accounts and other Divisions 6,521
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions 50,146
____________
Total increase (decrease) 49,169
____________
NET ASSETS AT DECEMBER 31, 1998 $126,194
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic
Equity
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $29,858
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 1,752
Net realized gain (loss) on investments 1,180
Net unrealized appreciation (depreciation) of investments 4,847
____________
Net increase (decrease) in net assets resulting from operations 7,779
Changes from principal transactions:
Purchase payments 9,853
Contract distributions and terminations (4,107)
Transfer payments from (to) Fixed Accounts and other Divisions 6,920
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 134
____________
Increase (decrease) in net assets derived from principal
transactions 12,800
____________
Total increase (decrease) 20,579
____________
NET ASSETS AT DECEMBER 31, 1997 50,437
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic
Equity
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,586
Net realized gain (loss) on investments 1,365
Net unrealized appreciation (depreciation) of investments (6,078)
____________
Net increase (decrease) in net assets resulting from operations (1,127)
Changes from principal transactions:
Purchase payments 25,972
Contract distributions and terminations (5,201)
Transfer payments from (to) Fixed Accounts and other Divisions 1,265
Addition to assets retained in the Account
by Golden American Life Insurance Company 2
____________
Increase (decrease) in net assets derived from principal
transactions 22,038
____________
Total increase (decrease) 20,911
____________
NET ASSETS AT DECEMBER 31, 1998 $71,348
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Small Cap
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $33,056
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (754)
Net realized gain (loss) on investments (174)
Net unrealized appreciation (depreciation) of investments 4,543
____________
Net increase (decrease) in net assets resulting from operations 3,615
Changes from principal transactions:
Purchase payments 13,691
Contract distributions and terminations (3,143)
Transfer payments from (to) Fixed Accounts and other Divisions 5,487
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 19
____________
Increase (decrease) in net assets derived from principal
transactions 16,054
____________
Total increase (decrease) 19,669
____________
NET ASSETS AT DECEMBER 31, 1997 52,725
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Small Cap
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1,343)
Net realized gain (loss) on investments 2,148
Net unrealized appreciation (depreciation) of investments 15,952
____________
Net increase (decrease) in net assets resulting from operations 16,757
Changes from principal transactions:
Purchase payments 44,851
Contract distributions and terminations (6,104)
Transfer payments from (to) Fixed Accounts and other Divisions 16,010
Addition to assets retained in the Account
by Golden American Life Insurance Company 6
____________
Increase (decrease) in net assets derived from principal
transactions 54,763
____________
Total increase (decrease) 71,520
____________
NET ASSETS AT DECEMBER 31, 1998 $124,245
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Managed
Global
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $86,266
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 6,640
Net realized gain (loss) on investments 2,841
Net unrealized appreciation (depreciation) of investments (883)
____________
Net increase (decrease) in net assets resulting from operations 8,598
Changes from principal transactions:
Purchase payments 17,472
Contract distributions and terminations (12,081)
Transfer payments from (to) Fixed Accounts and other Divisions 4,438
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (12)
____________
Increase (decrease) in net assets derived from principal
transactions 9,817
____________
Total increase (decrease) 18,415
____________
NET ASSETS AT DECEMBER 31, 1997 104,681
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Managed
Global
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,296
Net realized gain (loss) on investments 7,634
Net unrealized appreciation (depreciation) of investments 16,611
____________
Net increase (decrease) in net assets resulting from operations 27,541
Changes from principal transactions:
Purchase payments 11,958
Contract distributions and terminations (13,329)
Transfer payments from (to) Fixed Accounts and other Divisions (176)
Addition to assets retained in the Account
by Golden American Life Insurance Company 9
____________
Increase (decrease) in net assets derived from principal
transactions (1,538)
____________
Total increase (decrease) 26,003
____________
NET ASSETS AT DECEMBER 31, 1998 $130,684
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap
Growth
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $4,571
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 612
Net realized gain (loss) on investments 57
Net unrealized appreciation (depreciation) of investments 912
____________
Net increase (decrease) in net assets resulting from operations 1,581
Changes from principal transactions:
Purchase payments 8,980
Contract distributions and terminations (580)
Transfer payments from (to) Fixed Accounts and other Divisions 5,763
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 46
____________
Increase (decrease) in net assets derived from principal
transactions 14,209
____________
Total increase (decrease) 15,790
____________
NET ASSETS AT DECEMBER 31, 1997 20,361
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap
Growth
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,991
Net realized gain (loss) on investments 899
Net unrealized appreciation (depreciation) of investments 6,574
____________
Net increase (decrease) in net assets resulting from operations 11,464
Changes from principal transactions:
Purchase payments 66,121
Contract distributions and terminations (3,065)
Transfer payments from (to) Fixed Accounts and other Divisions 21,962
Addition to assets retained in the Account
by Golden American Life Insurance Company 1
____________
Increase (decrease) in net assets derived from principal
transactions 85,019
____________
Total increase (decrease) 96,483
____________
NET ASSETS AT DECEMBER 31, 1998 $116,844
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth &
Income
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $8,275
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 3,057
Net realized gain (loss) on investments 177
Net unrealized appreciation (depreciation) of investments 980
____________
Net increase (decrease) in net assets resulting from operations 4,214
Changes from principal transactions:
Purchase payments 22,706
Contract distributions and terminations (1,861)
Transfer payments from (to) Fixed Accounts and other Divisions 11,481
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 107
____________
Increase (decrease) in net assets derived from principal
transactions 32,433
____________
Total increase (decrease) 36,647
____________
NET ASSETS AT DECEMBER 31, 1997 44,922
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth &
Income
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $2,904
Net realized gain (loss) on investments 911
Net unrealized appreciation (depreciation) of investments 7,679
____________
Net increase (decrease) in net assets resulting from operations 11,494
Changes from principal transactions:
Purchase payments 105,760
Contract distributions and terminations (7,503)
Transfer payments from (to) Fixed Accounts and other Divisions 24,270
Addition to assets retained in the Account
by Golden American Life Insurance Company 7
____________
Increase (decrease) in net assets derived from principal
transactions 122,534
____________
Total increase (decrease) 134,028
____________
NET ASSETS AT DECEMBER 31, 1998 $178,950
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Research
Division
(b)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $801
Net realized gain (loss) on investments 19
Net unrealized appreciation (depreciation) of investments 388
____________
Net increase (decrease) in net assets resulting from operations 1,208
Changes from principal transactions:
Purchase payments 19,514
Contract distributions and terminations (534)
Transfer payments from (to) Fixed Accounts and other Divisions 14,044
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 170
____________
Increase (decrease) in net assets derived from principal
transactions 33,194
____________
Total increase (decrease) 34,402
____________
NET ASSETS AT DECEMBER 31, 1997 34,402
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Research
Division
(b)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $10,068
Net realized gain (loss) on investments 972
Net unrealized appreciation (depreciation) of investments 16,878
____________
Net increase (decrease) in net assets resulting from operations 27,918
Changes from principal transactions:
Purchase payments 167,295
Contract distributions and terminations (6,740)
Transfer payments from (to) Fixed Accounts and other Divisions 60,643
Addition to assets retained in the Account
by Golden American Life Insurance Company 11
____________
Increase (decrease) in net assets derived from principal
transactions 221,209
____________
Total increase (decrease) 249,127
____________
NET ASSETS AT DECEMBER 31, 1998 $283,529
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Total
Return
Division
(a)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $687
Net realized gain (loss) on investments 18
Net unrealized appreciation (depreciation) of investments 412
____________
Net increase (decrease) in net assets resulting from operations 1,117
Changes from principal transactions:
Purchase payments 15,427
Contract distributions and terminations (602)
Transfer payments from (to) Fixed Accounts and other Divisions 10,193
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 96
____________
Increase (decrease) in net assets derived from principal
transactions 25,114
____________
Total increase (decrease) 26,231
____________
NET ASSETS AT DECEMBER 31, 1997 26,231
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Total
Return
Division
(a)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $9,099
Net realized gain (loss) on investments 185
Net unrealized appreciation (depreciation) of investments 1,028
____________
Net increase (decrease) in net assets resulting from operations 10,312
Changes from principal transactions:
Purchase payments 156,492
Contract distributions and terminations (7,889)
Transfer payments from (to) Fixed Accounts and other Divisions 42,666
Addition to assets retained in the Account
by Golden American Life Insurance Company 23
____________
Increase (decrease) in net assets derived from principal
transactions 191,292
____________
Total increase (decrease) 201,604
____________
NET ASSETS AT DECEMBER 31, 1998 $227,835
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value +
Growth
Division
(b)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($137)
Net realized gain (loss) on investments 515
Net unrealized appreciation (depreciation) of investments (1,430)
____________
Net increase (decrease) in net assets resulting from operations (1,052)
Changes from principal transactions:
Purchase payments 15,158
Contract distributions and terminations (431)
Transfer payments from (to) Fixed Accounts and other Divisions 9,404
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 99
____________
Increase (decrease) in net assets derived from principal
transactions 24,230
____________
Total increase (decrease) 23,178
____________
NET ASSETS AT DECEMBER 31, 1997 23,178
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value +
Growth
Division
(b)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $4,697
Net realized gain (loss) on investments (807)
Net unrealized appreciation (depreciation) of investments 15,417
____________
Net increase (decrease) in net assets resulting from operations 19,307
Changes from principal transactions:
Purchase payments 77,977
Contract distributions and terminations (3,834)
Transfer payments from (to) Fixed Accounts and other Divisions 26,430
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions 100,583
____________
Total increase (decrease) 119,890
____________
NET ASSETS AT DECEMBER 31, 1998 $143,068
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Fixed
Income
Division
(g)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $9
Net realized gain (loss) on investments (1)
Net unrealized appreciation (depreciation) of investments (10)
____________
Net increase (decrease) in net assets resulting from operations (2)
Changes from principal transactions:
Purchase payments 190
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 18
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 208
____________
Total increase (decrease) 206
____________
NET ASSETS AT DECEMBER 31, 1997 206
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Fixed
Income
Division
(g)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $174
Net realized gain (loss) on investments 216
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 390
Changes from principal transactions:
Purchase payments 5,820
Contract distributions and terminations (219)
Transfer payments from (to) Fixed Accounts and other Divisions 3,331
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 8,932
____________
Total increase (decrease) 9,322
____________
NET ASSETS AT DECEMBER 31, 1998 $9,528
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Develop-
ing
World
Division
(h)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Develop-
ing
World
Division
(h)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($22)
Net realized gain (loss) on investments (266)
Net unrealized appreciation (depreciation) of investments 149
____________
Net increase (decrease) in net assets resulting from operations (139)
Changes from principal transactions:
Purchase payments 2,757
Contract distributions and terminations (34)
Transfer payments from (to) Fixed Accounts and other Divisions 1,928
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 4,651
____________
Total increase (decrease) 4,512
____________
NET ASSETS AT DECEMBER 31, 1998 $4,512
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth
Oppor-
tunities
Division
(h)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth
Oppor-
tunities
Division
(h)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($8)
Net realized gain (loss) on investments (235)
Net unrealized appreciation (depreciation) of investments 349
____________
Net increase (decrease) in net assets resulting from operations 106
Changes from principal transactions:
Purchase payments 4,097
Contract distributions and terminations (45)
Transfer payments from (to) Fixed Accounts and other Divisions (27)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 4,025
____________
Total increase (decrease) 4,131
____________
NET ASSETS AT DECEMBER 31, 1998 $4,131
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
High
Yield
Bond
Division
(j)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
High
Yield
Bond
Division
(j)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $817
Net realized gain (loss) on investments (318)
Net unrealized appreciation (depreciation) of investments (18)
____________
Net increase (decrease) in net assets resulting from operations 481
Changes from principal transactions:
Purchase payments 32,399
Contract distributions and terminations (912)
Transfer payments from (to) Fixed Accounts and other Divisions 14,150
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 45,637
____________
Total increase (decrease) 46,118
____________
NET ASSETS AT DECEMBER 31, 1998 $46,118
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS
Growth
and
Income
Division
(i)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS
Growth
and
Income
Division
(i)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $814
Net realized gain (loss) on investments (97)
Net unrealized appreciation (depreciation) of investments 4,255
____________
Net increase (decrease) in net assets resulting from operations 4,972
Changes from principal transactions:
Purchase payments 29,368
Contract distributions and terminations (361)
Transfer payments from (to) Fixed Accounts and other Divisions 17,822
Addition to assets retained in the Account
by Golden American Life Insurance Company 1
____________
Increase (decrease) in net assets derived from principal
transactions 46,830
____________
Total increase (decrease) 51,802
____________
NET ASSETS AT DECEMBER 31, 1998 $51,802
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Appre-
ciation
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $15
Net realized gain (loss) on investments 1
Net unrealized appreciation (depreciation) of investments (9)
____________
Net increase (decrease) in net assets resulting from operations 7
Changes from principal transactions:
Purchase payments 256
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 256
____________
Total increase (decrease) 263
____________
NET ASSETS AT DECEMBER 31, 1997 263
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Appre-
ciation
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $30
Net realized gain (loss) on investments 3
Net unrealized appreciation (depreciation) of investments 52
____________
Net increase (decrease) in net assets resulting from operations 85
Changes from principal transactions:
Purchase payments 595
Contract distributions and terminations (21)
Transfer payments from (to) Fixed Accounts and other Divisions 52
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 626
____________
Total increase (decrease) 711
____________
NET ASSETS AT DECEMBER 31, 1998 $974
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
High
Income
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1)
Net realized gain (loss) on investments 1
Net unrealized appreciation (depreciation) of investments 3
____________
Net increase (decrease) in net assets resulting from operations 3
Changes from principal transactions:
Purchase payments 206
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 206
____________
Total increase (decrease) 209
____________
NET ASSETS AT DECEMBER 31, 1997 209
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
High
Income
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $36
Net realized gain (loss) on investments 8
Net unrealized appreciation (depreciation) of investments (66)
____________
Net increase (decrease) in net assets resulting from operations (22)
Changes from principal transactions:
Purchase payments 530
Contract distributions and terminations (15)
Transfer payments from (to) Fixed Accounts and other Divisions 104
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 619
____________
Total increase (decrease) 597
____________
NET ASSETS AT DECEMBER 31, 1998 $806
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Large Cap
Value
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1)
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments 7
____________
Net increase (decrease) in net assets resulting from operations 6
Changes from principal transactions:
Purchase payments 204
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 5
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 209
____________
Total increase (decrease) 215
____________
NET ASSETS AT DECEMBER 31, 1997 215
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Large Cap
Value
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $14
Net realized gain (loss) on investments 2
Net unrealized appreciation (depreciation) of investments 3
____________
Net increase (decrease) in net assets resulting from operations 19
Changes from principal transactions:
Purchase payments 429
Contract distributions and terminations (5)
Transfer payments from (to) Fixed Accounts and other Divisions 43
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 467
____________
Total increase (decrease) 486
____________
NET ASSETS AT DECEMBER 31, 1998 $701
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Inter-
national
Equity
Division
(d)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments ($5)
____________
Net increase (decrease) in net assets resulting from operations (5)
Changes from principal transactions:
Purchase payments 99
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 2
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 101
____________
Total increase (decrease) 96
____________
NET ASSETS AT DECEMBER 31, 1997 96
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Inter-
national
Equity
Division
(d)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($3)
Net realized gain (loss) on investments (1)
Net unrealized appreciation (depreciation) of investments (2)
____________
Net increase (decrease) in net assets resulting from operations (6)
Changes from principal transactions:
Purchase payments 178
Contract distributions and terminations (4)
Transfer payments from (to) Fixed Accounts and other Divisions 62
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 236
____________
Total increase (decrease) 230
____________
NET ASSETS AT DECEMBER 31, 1998 $326
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Money
Market
Division
(e)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments $183
Contract distributions and terminations (1)
Transfer payments from (to) Fixed Accounts and other Divisions (1)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 181
____________
Total increase (decrease) 181
____________
NET ASSETS AT DECEMBER 31, 1997 181
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Money
Market
Division
(e)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $14
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 14
Changes from principal transactions:
Purchase payments 565
Contract distributions and terminations (25)
Transfer payments from (to) Fixed Accounts and other Divisions (417)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 123
____________
Total increase (decrease) 137
____________
NET ASSETS AT DECEMBER 31, 1998 $318
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division
(f)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $81
Net realized gain (loss) on investments (12)
Net unrealized appreciation (depreciation) of investments (93)
____________
Net increase (decrease) in net assets resulting from operations (24)
Changes from principal transactions:
Purchase payments 1,825
Contract distributions and terminations (2)
Transfer payments from (to) Fixed Accounts and other Divisions 182
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 2,005
____________
Total increase (decrease) 1,981
____________
NET ASSETS AT DECEMBER 31, 1997 1,981
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division
(f)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($179)
Net realized gain (loss) on investments (556)
Net unrealized appreciation (depreciation) of investments 1,647
____________
Net increase (decrease) in net assets resulting from operations 912
Changes from principal transactions:
Purchase payments 41,775
Contract distributions and terminations (940)
Transfer payments from (to) Fixed Accounts and other Divisions 6,037
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 46,872
____________
Total increase (decrease) 47,784
____________
NET ASSETS AT DECEMBER 31, 1998 $49,765
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $1,184,573
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 81,285
Net realized gain (loss) on investments 31,070
Net unrealized appreciation (depreciation) of investments 75,558
____________
Net increase (decrease) in net assets resulting from operations 187,913
Changes from principal transactions:
Purchase payments 304,259
Contract distributions and terminations (184,701)
Transfer payments from (to) Fixed Accounts and other Divisions 111,251
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 976
____________
Increase (decrease) in net assets derived from principal
transactions 231,785
____________
Total increase (decrease) 419,698
____________
NET ASSETS AT DECEMBER 31, 1997 1,604,271
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $125,356
Net realized gain (loss) on investments 22,265
Net unrealized appreciation (depreciation) of investments 39,447
____________
Net increase (decrease) in net assets resulting from operations 187,068
Changes from principal transactions:
Purchase payments 1,536,754
Contract distributions and terminations (247,928)
Transfer payments from (to) Fixed Accounts and other Divisions 237,766
Addition to assets retained in the Account
by Golden American Life Insurance Company 274
____________
Increase (decrease) in net assets derived from principal
transactions 1,526,866
____________
Total increase (decrease) 1,713,934
____________
NET ASSETS AT DECEMBER 31, 1998 $3,318,205
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - ORGANIZATION
Golden American Life Insurance Company Separate Account B (the "Account") was
established by Golden American Life Insurance Company ("Golden American") to
support the operations of variable annuity contracts ("Contracts"). Golden
American is primarily engaged in the issuance of variable insurance products
and is licensed as a life insurance company in the District of Columbia and
all states except New York. The Account is registered as a unit investment
trust with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. Golden American provides for variable
accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the Golden
American Guaranteed Interest Division, the Golden American Fixed Interest
Division and the Fixed Separate Account, which are not part of the Account,
as directed by the Contractowners. The portion of the Account's assets
applicable to Contracts will not be chargeable with liabilities arising out
of any other business Golden American may conduct, but obligations of the
Account, including the promise to make benefit payments, are obligations of
Golden American. The assets and liabilities of the Account are clearly
identified and distinguished from the other assets and liabilities of Golden
American.
During 1998, the Account had GoldenSelect Contracts and Granite PrimElite
Contracts. GoldenSelect Contracts sold by Golden American during 1998
include DVA 100, DVA Series 100, DVA PLUS, ACCESS, PREMIUM PLUS and ESII.
During 1998, the Account had GoldenSelect Contracts (DVA 80) which were no
longer being sold.
At December 31, 1998, the Account had, under GoldenSelect Contracts, twenty-
six investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets,
All-Growth, Real Estate, Fully Managed, Multiple Allocation, Capital
Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value
Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth (formerly
OTC), Growth & Income, Research, Total Return, Value + Growth, Global Fixed
Income, Developing World, Growth Opportunities, PIMCO High Yield Bond, PIMCO
StocksPLUS Growth and Income and International Equity Divisions
("Divisions"). The Account also had, under Granite PrimElite Contracts,
eight investment divisions: Mid-Cap Growth (formerly OTC), Research, Total
Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value
(formerly Smith Barney Income and Growth), Smith Barney International Equity
and Smith Barney Money Market Divisions (collectively with the divisions
noted above, "Divisions"). The assets in each Division are invested in shares
of a designated series ("Series," which may also be referred to as
"Portfolio") of mutual funds, The GCG Trust, the Travelers Series Fund Inc.,
the Greenwich Street Series Fund Inc. (formerly the Smith Barney Series Fund
Inc.), the Warburg Pincus Trust or the PIMCO Variable Insurance Trust (the
"Trusts"). The Account also includes The Fund For Life Division, which is not
included in the accompanying financial statements, and which ceased to accept
new Contracts effective December 31, 1994.
Prior to August 14, 1998, the Account also had certain investment divisions
available from the Equi-Select Series Trust. In an effort to consolidate
operations, Golden American requested permission from the Securities and
Exchange Commission ("SEC") to substitute shares of each Portfolio of the
Equi-Select Series Trust with shares of a similar Series of The GCG Trust.
On August 14, 1998, after approval from the SEC, shares of each Portfolio of
the Equi-Select Series Trust were substituted with shares of a similar Series
of The GCG Trust. The consolidation resulted in the following Series being
substituted from The GCG Trust:
<TABLE>
<CAPTION>
Equi-Select Series Trust The GCG Trust
Investment Division Investment Division
___________________________ ___________________________
<S> <S>
International Fixed Income Global Fixed Income
OTC Mid-Cap Growth
Research Research
Total Return Total Return
Value + Growth Value + Growth
Growth & Income Growth & Income
</TABLE>
The Market Manager Division was open for investment for only a brief period
during 1994 and 1995. This Division is now closed and Contractowners are not
permitted to direct their investments into this Division.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Account:
USE OF ESTIMATES: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
INVESTMENTS: Investments are made in shares of a Series or Portfolio of the
Trusts and are valued at the net asset value per share of the respective
Series or Portfolio of the Trusts. Investment transactions in each Series or
Portfolio of the Trusts are recorded on the trade date. Distributions of net
investment income and capital gains from each Series or Portfolio of the
Trusts are recognized on the ex-distribution date. Realized gains and losses
on redemptions of the shares of the Series or Portfolio of the Trusts are
determined on the specific identification basis.
FEDERAL INCOME TAXES: Operations of the Account form a part of, and are
taxed with, the total operations of Golden American which is taxed as a life
insurance company under the Internal Revenue Code. Earnings and realized
capital gains of the Account attributable to the Contractowners are excluded
in the determination of the federal income tax liability of Golden American.
NOTE 3 - CHARGES AND FEES
The DVA PLUS, ACCESS and the PREMIUM PLUS each have three different death
benefit options referred to as Standard, Annual Ratchet and 7% Solution;
however, in the state of Washington, the 5.5% Solution is offered instead of
the 7% Solution. Granite PrimElite has two death benefit options referred to
as Standard and Annual Ratchet. Golden American discontinued external sales
of DVA 80 in May 1991. In December 1995, Golden American also discontinued
external sales of DVA 100, however, the DVA 100 contracts continue to be
available to Golden American employees and agents. Under the terms of the
Contracts, certain charges are allocated to the Contracts to cover Golden
American's expenses in connection with the issuance and administration of the
Contracts. Following is a summary of these charges:
MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and
expense risks related to the operations of the Account and, in accordance
with the terms of the Contracts, deducts a daily charge from the assets of
the Account.
Daily charges deducted at annual rates to cover these risks are as
follows:
<TABLE>
<CAPTION>
Series Annual Rates
__________________________________ __________________
<S> <C>
DVA 80 0.80%
DVA 100 0.90
DVA Series 100 1.25
DVA PLUS - Standard 1.10
DVA PLUS - Annual Ratchet 1.25
DVA PLUS - 5.5% Solution 1.25
DVA PLUS - 7% Solution 1.40
ACCESS - Standard 1.25
ACCESS - Annual Ratchet 1.40
ACCESS - 5.5% Solution 1.40
ACCESS - 7% Solution 1.55
PREMIUM PLUS - Standard 1.25
PREMIUM PLUS - Annual Ratchet 1.40
PREMIUM PLUS - 5.5% Solution 1.40
PREMIUM PLUS - 7% Solution 1.55
ES II 1.25
Granite PrimElite - Standard 1.10
Granite PrimElite - Annual Ratchet 1.25
</TABLE>
ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of .10%
is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts.
A daily charge at an annual rate of .15% is deducted from the assets
attributable to the DVA PLUS, ACCESS, PREMIUM PLUS, ESII and Granite
PrimElite Contracts.
ADMINISTRATIVE CHARGES: An administrative charge is deducted from the
accumulation value of Deferred Annuity Contracts to cover ongoing
administrative expenses. The charge is $30 per Contract year for ES II
contracts. For all other Contracts the charge is $40. The charge is
incurred at the beginning of the Contract processing period and deducted at
the end of the Contract processing period. This charge has been waived for
certain offerings of the Contracts.
MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a minimum
death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death
benefit per Contract year is deducted from the accumulation value of Deferred
Annuity Contracts on each Contract anniversary date.
CONTINGENT DEFERRED SALES CHARGES: Under DVA PLUS, PREMIUM PLUS, ES II and
Granite PrimElite Contracts, a contingent deferred sales charge ("Surrender
Charge") is imposed as a percentage of each premium payment if the Contract
is surrendered or an excess partial withdrawal is taken. The following table
reflects the surrender charge that is assessed, based upon the date a premium
payment is received.
<TABLE>
<CAPTION>
Complete Years Elapsed
Since Premium Payment Surrender Charge
_____________________ _______________________________________________________
PREMIUM Granite
DVA PLUS PLUS ES II PrimElite
_____________ _____________ _____________ _____________
<S> <C> <C> <C> <C>
0 7% 8% 8% 7%
1 7 8 7 7
2 6 8 6 6
3 5 8 5 5
4 4 7 4 4
5 3 6 3 3
6 1 5 2 1
7 -- 3 1 --
8 -- 1 -- --
9+ -- -- -- --
</TABLE>
OTHER CONTRACT CHARGES: Under DVA 80, DVA 100 and DVA Series 100 Contracts,
a charge is deducted from the accumulation value for Contracts taking more
than one conventional partial withdrawal during a Contract year. For DVA 80
and DVA 100 Contracts, annual distribution fees are deducted from the
Contract accumulation values.
DEFERRED SALES LOAD: Under Contracts offered prior to October 1995, a sales
load of up to 7.5% was assessed against each premium payment for sales-
related expenses as specified in the Contracts. For DVA Series 100, the
sales load is deducted in equal annual installments over the period the
Contract is in force, not to exceed 10 years. For DVA 80 and DVA 100
Contracts, although the sales load is chargeable to each premium when it is
received by Golden American, the amount of such charge is initially advanced
by Golden American to Contractowners and included in the accumulation value
and then deducted in equal installments on each Contract anniversary date
over a period of six years. Upon surrender of the Contract, the unamortized
deferred sales load is deducted from the accumulation value by Golden
American. In addition, when partial withdrawal limits are exceeded, a
portion of the unamortized deferred sales load is deducted.
PREMIUM TAXES: For certain Contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract. The amount and
timing of the deduction depend on the annuitant's state of residence and
currently ranges up to 3.5% of premiums.
FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various types
of Contracts are currently waived by Golden American. Golden American
reserves the right to discontinue these waivers at its discretion or to
conform with changes in the law.
A summary of the net assets retained in the Account, representing the
unamortized deferred sales load and premium taxes advanced by Golden American
previously noted, follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
___________________________________
1998 1997
_______________ _________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Balance at beginning of year $17,009 $26,612
Sales load advanced 274 616
Premium tax advanced -- 7
Net transfer from Fixed Account
and other Divisions -- 353
Amortization of deferred sales load
and premium tax (8,280) (10,579)
_______________ _________________
Balance at end of year $9,003 $17,009
=============== =================
</TABLE>
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments were
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1998
_________________________
PURCHASES SALES
_________________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
The GCG Trust:
Liquid Asset Series $570,537 $452,115
Limited Maturity Bond Series 71,742 22,970
Hard Assets Series 17,730 17,975
All-Growth Series 16,647 13,146
Real Estate Series 29,007 13,733
Fully Managed Series 83,688 7,148
Multiple Allocation Series 52,037 32,159
Capital Appreciation Series 83,259 17,034
Rising Dividends Series 270,955 7,361
Emerging Markets Series 2,644 7,107
Market Manager Series 342 292
Value Equity Series 58,297 6,136
Strategic Equity Series 31,008 5,375
Small Cap Series 63,182 9,735
Managed Global Series 41,119 39,355
Mid-Cap Growth Series 97,494 8,444
Growth & Income Series 132,350 6,850
Research Series 237,915 6,540
Total Return Series 202,032 1,560
Value + Growth Series 119,241 13,912
Global Fixed Income Series 14,270 5,161
Developing World Series 7,293 2,662
Growth Opportunities Series 7,214 3,196
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio 52,726 6,256
PIMCO StocksPLUS Growth and Income Portfolio 49,898 2,237
Greenwich Street Series Fund Inc.:
Appreciation Portfolio 739 82
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio 878 222
Smith Barney Large Cap Value Porfolio 513 32
Smith Barney International Equity Portfolio 245 12
Smith Barney Money Market Portfolio 630 494
Warburg Pincus Trust:
International Equity Portfolio 370,938 324,226
_________________________
COMBINED $2,686,570 $1,033,527
=========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1997
_________________________
PURCHASES SALES
_________________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
The GCG Trust:
Liquid Asset Series $94,848 $75,062
Limited Maturity Bond Series 12,572 13,891
Hard Assets Series 21,526 12,693
All-Growth Series 7,468 14,683
Real Estate Series 24,254 8,239
Fully Managed Series 27,691 11,768
Multiple Allocation Series 30,819 55,031
Capital Appreciation Series 41,409 24,135
Rising Dividends Series 63,949 8,887
Emerging Markets Series 8,023 6,846
Market Manager Series 467 623
Value Equity Series 32,557 4,409
Strategic Equity Series 19,475 4,918
Small Cap Series 25,870 10,563
Managed Global Series 37,985 21,524
Mid-Cap Growth Series 18,373 3,328
Growth & Income Series 37,291 1,763
Research Series 34,430 419
Total Return Series 26,167 354
Value + Growth Series 30,053 5,950
Global Fixed Income Series 224 7
Developing World Series -- --
Growth Opportunities Series -- --
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio -- --
PIMCO StocksPLUS Growth and Income Portfolio -- --
Greenwich Street Series Fund Inc.:
Appreciation Portfolio 283 12
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio 216 11
Smith Barney Large Cap Value Porfolio 210 1
Smith Barney International Equity Portfolio 103 2
Smith Barney Money Market Portfolio 194 12
Warburg Pincus Trust:
International Equity Portfolio 2,146 59
_________________________
COMBINED $598,603 $285,190
=========================
</TABLE>
NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
Contractowners' transactions shown in the following table reflect gross
inflows ("Purchases") and outflows ("Sales") in units for each Division. The
activity includes Contractowners electing to update a DVA 100 or DVA Series
100 Contract to a DVA PLUS Contract. Updates to DVA PLUS Contracts resulted
in both a sale (surrender of the old Contract) and a purchase (acquisition of
the new Contract). All of the purchase transactions for the Market Manager
Division resulted from such updates.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1998
_________________________
PURCHASES SALES
_________________________
<S> <C> <C>
Liquid Asset Division 46,713,872 38,496,936
Limited Maturity Bond Division 5,263,273 2,390,944
Hard Assets Division 1,390,271 1,503,254
All-Growth Division 1,876,296 1,557,867
Real Estate Division 1,269,259 1,003,769
Fully Managed Division 4,432,536 1,393,191
Multiple Allocation Division 2,439,316 2,628,892
Capital Appreciation Division 3,704,327 1,712,022
Rising Dividends Division 13,285,423 1,798,264
Emerging Markets Division 737,697 1,279,884
Market Manager Division 16,579 26,443
Value Equity Division 3,639,566 936,377
Strategic Equity Division 2,329,825 828,876
Small Cap Division 5,737,867 1,727,666
Managed Global Division 3,637,963 3,808,355
Mid-Cap Growth Division 5,201,859 1,073,702
Growth & Income Division 8,700,243 1,061,928
Research Division 11,776,149 1,145,700
Total Return Division 11,841,572 542,519
Value + Growth Division 8,862,606 1,834,396
Global Fixed Income Division 1,199,981 486,199
Developing World Division 1,034,819 414,729
Growth Opportunities Division 801,993 373,469
PIMCO High Yield Bond Division 5,575,890 995,489
PIMCO StocksPLUS Growth and Income Division 5,235,676 567,893
Appreciation Division 45,518 5,062
Smith Barney High Income Division 59,777 15,706
Smith Barney Large Cap Value Division 25,818 1,496
Smith Barney International Equity Division 13,627 659
Smith Barney Money Market Division 55,074 43,687
International Equity Division 34,755,360 31,779,305
_________________________
COMBINED 191,660,032 101,434,679
=========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1997
_________________________
PURCHASES SALES
_________________________
<S> <C> <C>
Liquid Asset Division 8,859,035 7,508,736
Limited Maturity Bond Division 814,102 1,099,923
Hard Assets Division 955,532 934,748
All-Growth Division 902,597 1,467,510
Real Estate Division 1,165,038 633,059
Fully Managed Division 1,588,523 1,271,492
Multiple Allocation Division 858,882 3,296,283
Capital Appreciation Division 1,899,517 1,801,059
Rising Dividends Division 4,263,972 1,391,248
Emerging Markets Division 1,231,916 1,082,071
Market Manager Division -- 31,196
Value Equity Division 1,792,574 522,420
Strategic Equity Division 1,539,555 551,638
Small Cap Division 3,022,647 1,720,403
Managed Global Division 3,674,935 2,873,007
Mid-Cap Growth Division 1,166,129 357,910
Growth & Income Division 2,623,649 368,883
Research Division 1,962,393 137,427
Total Return Division 1,683,989 52,603
Value + Growth Division 2,598,824 818,375
Global Fixed Income Division 18,902 1,482
Developing World Division -- --
Growth Opportunities Division -- --
PIMCO High Yield Bond Division -- --
PIMCO StocksPLUS Growth and Income Division -- --
Appreciation Division 19,581 822
Smith Barney High Income Division 15,972 739
Smith Barney Large Cap Value Division 12,176 39
Smith Barney International Equity Division 7,216 138
Smith Barney Money Market Division 17,685 1,114
International Equity Division 208,851 9,015
_________________________
COMBINED 42,904,192 27,933,340
=========================
</TABLE>
NOTE 6 - NET ASSETS
Investments at net asset value less the payable to Golden American Life
Insurance Company for charges and fees at December 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard All-
Asset Bond Assets Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $166,620 $85,663 $27,056 $64,169
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 9,139 17,885 17,001 8,405
Net unrealized appreciation
(depreciation) of
investments -- (716) (14,354) 9,233
_____________________________________________________
$175,759 $102,832 $29,703 $81,807
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Real Fully Multiple Capital
Estate Managed Allocation Appreciation
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $51,262 $167,589 $134,591 $146,874
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 26,016 48,555 134,202 74,724
Net unrealized appreciation
(depreciation) of
investments (8,283) 10,222 5,117 34,980
_____________________________________________________
$68,995 $226,366 $273,910 $256,578
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Rising Emerging Market Value
Dividends Markets Manager Equity
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $394,953 $46,675 $2,242 $109,242
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 26,832 (14,912) 2,060 13,560
Net unrealized appreciation
(depreciation) of
investments 78,831 (9,509) 3,405 3,392
_____________________________________________________
$500,616 $22,254 $7,707 $126,194
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Strategic Small Managed Mid-Cap
Equity Cap Global Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $61,578 $103,543 $90,360 $103,719
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 8,326 (467) 20,177 5,764
Net unrealized appreciation
(depreciation) of
investments 1,444 21,169 20,147 7,361
_____________________________________________________
$71,348 $124,245 $130,684 $116,844
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Growth & Total Value +
Income Research Return Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $162,972 $254,403 $216,406 $124,813
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 7,050 11,860 9,989 4,268
Net unrealized appreciation
(depreciation) of
investments 8,928 17,266 1,440 13,987
_____________________________________________________
$178,950 $283,529 $227,835 $143,068
=====================================================
</TABLE>
<TABLE>
<CAPTION>
PIMCO
Global Growth High
Fixed Developing Oppor- Yield
Income World tunities Bond
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $9,140 $4,651 $4,025 $45,637
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 398 (288) (243) 499
Net unrealized appreciation
(depreciation) of
investments (10) 149 349 (18)
_____________________________________________________
$9,528 $4,512 $4,131 $46,118
=====================================================
</TABLE>
<TABLE>
<CAPTION>
PIMCO Smith Smith
StocksPLUS Barney Barney
Growth and Appre- High Large Cap
Income ciation Income Value
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $46,830 $882 $825 $676
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 717 49 44 15
Net unrealized appreciation
(depreciation) of
investments 4,255 43 (63) 10
_____________________________________________________
$51,802 $974 $806 $701
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Smith
Barney Smith
Inter- Barney Inter-
national Money national
Equity Market Equity
Division Division Division Combined
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $337 $304 $48,877 $2,676,914
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments (4) 14 (666) 430,969
Net unrealized appreciation
(depreciation) of
investments (7) -- 1,554 210,322
_____________________________________________________
$326 $318 $49,765 $3,318,205
=====================================================
</TABLE>
NOTE 7 - UNIT VALUES
Accumulation unit value information (which is based on total assets) for
units outstanding by Contract type as of December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
LIQUID ASSET
Currently payable annuity products:
DVA 80 2,728 $15.19 $41
DVA 100 2,657 14.89 40
Contracts in accumulation period:
DVA 80 371,896 15.19 5,650
DVA 100 1,765,308 14.89 26,288
DVA Series 100 50,601 14.38 727
DVA PLUS - Standard 489,531 14.54 7,118
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,587,645 14.33 51,394
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,964,038 14.11 41,830
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,069,965 13.88 42,610
____________
175,698
LIMITED MATURITY BOND
Currently payable annuity products:
DVA 80 8,126 17.77 144
DVA 100 17,655 17.42 307
Contracts in accumulation period:
DVA 80 91,829 17.77 1,632
DVA 100 2,069,663 17.42 36,045
DVA Series 100 22,995 16.81 387
DVA PLUS - Standard 263,074 17.02 4,478
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,557,946 16.77 26,124
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,121,400 16.52 18,525
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 937,378 16.25 15,230
____________
102,872
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
HARD ASSETS
Currently payable annuity products:
DVA 80 365 $15.15 $6
DVA 100 8,649 14.85 128
Contracts in accumulation period:
DVA 80 58,984 15.15 893
DVA 100 744,236 14.85 11,050
DVA Series 100 23,997 14.33 344
DVA PLUS - Standard 146,678 14.50 2,126
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 258,034 14.28 3,685
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 609,087 14.07 8,570
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 210,821 13.84 2,917
____________
29,719
ALL-GROWTH
Currently payable annuity products:
DVA 80 474 16.36 8
DVA 100 11,790 16.03 189
Contracts in accumulation period:
DVA 80 72,780 16.36 1,191
DVA 100 2,382,762 16.03 38,207
DVA Series 100 23,147 15.48 358
DVA PLUS - Standard 208,260 15.66 3,261
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 645,591 15.43 9,958
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,471,156 15.20 22,355
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 422,889 14.95 6,320
____________
81,847
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
REAL ESTATE
Currently payable annuity products:
DVA 80 1,101 $23.06 $25
DVA 100 21,684 22.60 490
Contracts in accumulation period:
DVA 80 33,563 23.06 774
DVA 100 1,136,778 22.60 25,692
DVA Series 100 9,562 21.82 209
DVA PLUS - Standard 170,494 22.07 3,763
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 436,867 21.74 9,498
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 914,501 21.42 19,588
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 426,516 21.07 8,985
____________
69,024
FULLY MANAGED
Currently payable annuity products:
DVA 80 2,737 21.78 60
DVA 100 60,779 21.34 1,297
Contracts in accumulation period:
DVA 80 96,116 21.78 2,093
DVA 100 4,072,871 21.34 86,930
DVA Series 100 33,313 20.61 686
DVA PLUS - Standard 544,623 20.84 11,351
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,628,157 20.53 33,431
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,780,652 20.23 56,246
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,727,706 19.90 34,373
____________
226,467
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MULTIPLE ALLOCATION
Currently payable annuity products:
DVA 80 14,541 $23.26 $338
DVA 100 90,029 22.80 2,053
Contracts in accumulation period:
DVA 80 405,816 23.26 9,440
DVA 100 7,709,073 22.80 175,791
DVA Series 100 64,749 22.01 1,425
DVA PLUS - Standard 395,764 22.27 8,812
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 800,489 21.94 17,560
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,980,779 21.61 42,806
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 744,366 21.26 15,822
____________
274,047
CAPITAL APPRECIATION
Currently payable annuity products:
DVA 80 7,669 25.47 195
DVA 100 44,548 25.13 1,119
Contracts in accumulation period:
DVA 80 83,297 25.47 2,122
DVA 100 4,645,391 25.13 116,756
DVA Series 100 49,076 24.55 1,205
DVA PLUS - Standard 413,115 24.75 10,223
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,342,757 24.50 32,897
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,787,732 24.26 67,619
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,023,964 23.98 24,551
____________
256,687
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
RISING DIVIDENDS
Currently payable annuity products:
DVA 80 12,379 $23.31 $289
DVA 100 15,367 23.06 355
Contracts in accumulation period:
DVA 80 127,116 23.31 2,962
DVA 100 4,450,237 23.06 102,628
DVA Series 100 92,161 22.64 2,086
DVA PLUS - Standard 1,199,087 22.79 27,323
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 4,591,470 22.61 103,810
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 7,386,288 22.43 165,696
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 4,305,084 22.22 95,669
____________
500,818
EMERGING MARKETS
Currently payable annuity products:
DVA 80 304 6.71 2
DVA 100 9,591 6.64 64
Contracts in accumulation period:
DVA 80 68,213 6.71 458
DVA 100 1,539,408 6.64 10,224
DVA Series 100 23,813 6.52 155
DVA PLUS - Standard 266,800 6.56 1,751
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 271,025 6.51 1,765
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,177,915 6.46 7,610
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 37,134 6.40 238
____________
22,267
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MARKET MANAGER
Contracts in accumulation period:
DVA 100 332,519 $23.71 $7,884
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 7,958 23.14 184
____________
8,068
VALUE EQUITY
Currently payable annuity products:
DVA 80 409 18.73 8
DVA 100 2,145 18.58 40
Contracts in accumulation period:
DVA 80 29,033 18.73 544
DVA 100 1,049,863 18.58 19,502
DVA Series 100 20,539 18.32 376
DVA PLUS - Standard 454,942 18.41 8,377
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,415,540 18.31 25,913
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,736,310 18.20 49,797
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,201,314 18.06 21,692
____________
126,249
STRATEGIC EQUITY
Currently payable annuity products:
DVA 100 34,850 14.40 502
Contracts in accumulation period:
DVA 80 53,353 14.49 773
DVA 100 737,255 14.40 10,615
DVA Series 100 22,096 14.23 315
DVA PLUS - Standard 508,588 14.30 7,272
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,105,850 14.23 15,735
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,731,615 14.16 24,521
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 827,477 14.07 11,644
____________
71,377
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
SMALL CAP
Currently payable annuity products:
DVA 100 6,856 $15.55 $107
Contracts in accumulation period:
DVA 80 46,417 15.65 726
DVA 100 694,347 15.55 10,801
DVA Series 100 18,405 15.39 283
DVA PLUS - Standard 446,934 15.44 6,900
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 2,476,498 15.37 38,058
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,086,639 15.30 47,219
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,326,706 15.23 20,204
____________
124,298
MANAGED GLOBAL
Currently payable annuity products:
DVA 80 295 15.46 5
DVA 100 16,286 15.27 249
Contracts in accumulation period:
DVA 80 31,668 15.46 489
DVA 100 3,928,543 15.27 59,981
DVA Series 100 47,894 14.95 716
DVA PLUS - Standard 649,216 15.02 9,753
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 610,300 14.88 9,084
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,354,682 14.75 49,469
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 67,979 14.59 992
____________
130,738
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MID-CAP GROWTH
Contracts in accumulation period:
DVA 80 31,935 $23.04 $736
DVA 100 315,603 22.84 7,210
DVA Series 100 12,309 22.50 277
DVA PLUS - Standard 173,070 22.60 3,912
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,905,008 22.43 42,722
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,527,664 22.31 34,087
Granite PrimElite - Standard 981 22.60 22
Granite PrimElite - Annual Ratchet 23,659 22.43 531
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,235,724 22.17 27,396
____________
116,893
GROWTH & INCOME
Contracts in accumulation period:
DVA 80 9,045 17.29 156
DVA 100 486,360 17.20 8,365
DVA Series 100 9,399 17.03 160
DVA PLUS - Standard 537,480 17.08 9,180
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,297,314 17.01 56,089
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,474,459 16.94 58,850
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 2,741,015 16.87 46,233
____________
179,033
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
RESEARCH
Contracts in accumulation period:
DVA 80 14,054 $23.47 $330
DVA 100 488,822 23.27 11,377
DVA Series 100 20,718 22.93 475
DVA PLUS - Standard 437,189 23.03 10,068
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,902,974 22.89 89,339
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,875,695 22.73 88,107
Granite PrimElite - Standard 3,070 23.03 71
Granite PrimElite - Annual Ratchet 38,692 22.89 886
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,674,201 22.59 82,990
____________
283,643
TOTAL RETURN
Contracts in accumulation period:
DVA 80 2,035 18.17 37
DVA 100 431,678 18.02 7,778
DVA Series 100 6,695 17.75 119
DVA PLUS - Standard 616,433 17.83 10,989
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,982,960 17.72 70,569
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,973,034 17.60 69,922
Granite PrimElite - Standard 10,098 17.83 180
Granite PrimElite - Annual Ratchet 32,769 17.72 581
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,874,737 17.49 67,753
____________
227,928
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
VALUE + GROWTH
Contracts in accumulation period:
DVA 80 35,295 $16.57 $585
DVA 100 299,829 16.47 4,940
DVA Series 100 11,112 16.31 181
DVA PLUS - Standard 362,210 16.36 5,926
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,293,704 16.29 53,670
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,452,149 16.22 39,786
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 2,354,360 16.16 38,039
____________
143,127
GLOBAL FIXED INCOME
Contracts in accumulation period:
DVA 80 1,419 13.42 19
DVA 100 13,446 13.31 179
DVA PLUS - Standard 6,337 13.17 83
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 396,068 13.09 5,184
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 119,924 13.00 1,560
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 194,008 12.92 2,506
____________
9,531
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
DEVELOPING WORLD
Contracts in accumulation period:
DVA 80 3,368 $7.32 $25
DVA 100 4,598 7.31 34
DVA PLUS - Standard 617 7.29 5
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 417,221 7.28 3,039
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 82,414 7.27 599
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 111,872 7.26 812
____________
4,514
GROWTH OPPORTUNITIES
Contracts in accumulation period:
DVA 100 13,050 9.69 126
DVA PLUS - Standard 5,235 9.67 51
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 141,597 9.65 1,367
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 126,683 9.64 1,221
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 141,959 9.63 1,367
____________
4,132
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
PIMCO HIGH YIELD BOND
Contracts in accumulation period:
DVA 80 2,973 $10.12 $30
DVA 100 107,998 10.11 1,092
DVA PLUS - Standard 213,774 10.09 2,157
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,630,971 10.08 16,440
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,066,219 10.07 10,737
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,558,466 10.06 15,678
____________
46,134
PIMCO STOCKSPLUS GROWTH AND INCOME
Contracts in accumulation period:
DVA 80 13,664 11.16 152
DVA 100 160,283 11.14 1,786
DVA PLUS - Standard 112,706 11.12 1,253
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,527,697 11.11 16,975
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 942,738 11.10 10,465
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,910,695 11.09 21,188
____________
51,819
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
APPRECIATION
Contracts in accumulation period:
Granite PrimElite - Standard 1,108 $16.53 $18
Granite PrimElite - Annual Ratchet 58,107 16.47 957
____________
975
SMITH BARNEY HIGH INCOME
Contracts in accumulation period:
Granite PrimElite - Standard 12,711 13.66 174
Granite PrimElite - Annual Ratchet 46,593 13.58 633
____________
807
SMITH BARNEY LARGE CAP VALUE
Contracts in accumulation period:
Granite PrimElite - Standard 1,600 19.35 31
Granite PrimElite - Annual Ratchet 34,859 19.24 671
____________
702
SMITH BARNEY INTERNATIONAL EQUITY
Contracts in accumulation period:
Granite PrimElite - Standard 2,885 14.35 41
Granite PrimElite - Annual Ratchet 19,916 14.28 285
____________
326
SMITH BARNEY MONEY MARKET
Contracts in accumulation period:
Granite PrimElite - Standard 2,017 11.43 23
Granite PrimElite - Annual Ratchet 25,941 11.37 295
____________
318
INTERNATIONAL EQUITY
Contracts in accumulation period:
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 2,422,075 10.29 24,919
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 680,861 10.32 7,025
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,736,713 10.27 17,841
____________
49,785
_____________ ____________
COMBINED 183,098,947 $3,319,843
============= ============
</TABLE>
7
<PAGE>
<PAGE>
APPENDIX: DESCRIPTION OF BOND RATINGS
Excerpts from Moody's Investors Service, Inc. ("Moody's) description
of its bond ratings:
Aaa: Judged to be the best quality; they carry the smallest degree of
investment risk.
Aa: Judged to be of high quality by all standards; together with the
Aaa group, they comprise what are generally known as high grade
bonds.
A: Possess many favorable investment attributes and are to be
considered as "upper medium grade obligations."
Baa: Considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured; interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time.
Ba: Judged to have speculative elements; their future cannot be
considered as well assured.
B: Generally lack characteristics of the desirable investment.
Caa: Are of poor standing; such issues may be in default or there may
be present elements of danger with respect to principal or
interest.
Ca Speculative in a high degree; often in default.
C: Lowest rate class of bonds; regarded as having extremely poor
prospects.
Moody's also applies numerical indicators 1, 2 and 3 to rating
categories. The modifier 1 indicates that the security is in the
higher end of its rating category; 2 indicates a mid-range ranking;
and 3 indicates a ranking toward the lower end of the category.
Excerpts from Standard & Poor's Rating Group ("Standard & Poor's")
description of its bond ratings:
AAA: Highest grade obligations; capacity to pay interest and repay
principal is extremely strong.
AA: Also qualify as high grade obligations; a very strong capacity
to pay interest and repay principal and differs from AAA issues
only in small degree.
A: Regarded as upper medium grade; they have a strong capacity to
pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances
and economic conditions than debt in higher rated categories.
BBB: Regarded as having an adequate capacity to pay interest and
repay principal; whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
than in higher rated categories - this group is the lowest which
qualifies for commercial bank investment.
BB, B,
CCC,
CC: Predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with terms of the
obligation: BB indicates the lowest degree of speculation and CC
the highest.
Standard & Poor's applies indicators "+," no character, and "-"
to its rating categories. The indicators show relative standing
within the major rating categories.
A-1
<PAGE>
<PAGE>
Statement of Additional Information
GOLDENSELECT DVA100
DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT
ISSUED BY
SEPARATE ACCOUNT B
("Account B")
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. The
information contained herein should be read in conjunction with the
Prospectus for the Golden American Life Insurance Company Deferred
Variable Annuity Contract, which is referred to herein.
The Prospectus sets forth information that a prospective investor
ought to know before investing. For a copy of the Prospectus, send a
written request to Golden American Life Insurance Company, Customer
Service Center, P.O. Box 2700, West Chester, Pennsylvania 19380-1478
or telephone 1-800-366-0066.
DATE OF PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION:
MAY 1, 1999
<PAGE>
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
Introduction 1
Description of Golden American Life Insurance Company 1
Safekeeping of Assets 1
The Administrator 1
Independent Auditors 1
Distribution of Contracts 1
Performance Information 2
IRA Partial Withdrawal Option 6
Other Information 6
Financial Statements of Account B 6
Appendix - Description of Bond Ratings A-1
i
<PAGE>
<PAGE>
INTRODUCTION
This Statement of Additional Information provides background
information regarding Account B.
DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company ("Golden American") is a
stock life insurance company organized under the laws of the
State of Delaware. On August 13, 1996, Equitable of Iowa
Companies, Inc. (formerly Equitable of Iowa Companies)
("Equitable of Iowa") acquired all of the interest in Golden
American and Directed Services, Inc. On October 24, 1997,
Equitable of Iowa and ING Groep N.V. ("ING") completed a merger
agreement, and Equitable of Iowa became a wholly owned subsidiary
of ING. ING, headquartered in The Netherlands, is a global
financial services holding company with over $461.8 billion in
assets as of December 31, 1998.
As of December 31, 1998, Golden American had approximately $353.9
million in stockholder's equity and approximately $4.8 billion in
total assets, including approximately $3.4 billion of separate
account assets. Golden American is authorized to do business in
all jurisdictions except New York. Golden American offers
variable annuities and variable life insurance. Golden American
formed a subsidiary, First Golden American Life Insurance Company
of New York ("First Golden"), who is licensed to do variable
annuity business in the states of New York and Delaware.
SAFEKEEPING OF ASSETS
Golden American acts as its own custodian for Account B.
THE ADMINISTRATOR
Effective January 1, 1997, Equitable Life Insurance Company of
Iowa ("Equitable Life") and Golden American became parties to a
service agreement pursuant to which Equitable Life agreed to
provide certain accounting, actuarial, tax, underwriting, sales,
management and other services to Golden American. Expenses
incurred by Equitable Life in relation to this service agreement
were reimbursed by Golden American on an allocated cost basis.
No charges were billed to Golden American by Equitable Life
pursuant to the service agreement in 1997. Equitable Life billed
Golden American $892,903 pursuant to the service agreement in
1998.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, performs annual audits
of Golden American and Account B.
DISTRIBUTION OF CONTRACTS
The offering of contracts under the prospectus associated with
this Statement of Additional Information is continuous. Directed
Services, Inc., an affiliate of Golden American, acts as the
principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the
variable insurance products (the "variable insurance products")
issued by Golden American. The variable insurance products were
sold primarily through two broker/dealer institutions, during the
year ended December 31, 1996, through two broker/dealer
institutions during the year ended December 31, 1997 and through
two broker/dealer institutions during the year ended December 31,
1998. For the years ended 1998, 1997 and 1996 commissions paid
by Golden American to Directed Services, Inc. aggregated
$117,470,000, $36,350,000 and $27,065,000, respectively. Directed
Services, Inc. is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380-1478.
Under a management services agreement, last amended in 1995,
Golden American provides to Directed Services, Inc. certain of
its personnel to perform management, administrative and clerical
services and the use of certain facilities. Golden American
charges Directed Services, Inc. for such expenses and all other
general and administrative costs, first on the basis of direct
charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees
on behalf of Directed Services, Inc. In the
1
<PAGE>
<PAGE>
opinion of
management, this method of cost allocation is reasonable. This
fee, calculated as a percentage of average assets in the variable
separate accounts, was $4,771,000, $2,770,000 and $2,267,000 for
the years ended 1998, 1997 and 1996, respectively.
PERFORMANCE INFORMATION
Performance information for the subaccounts of Account B,
including yields, standard annual returns and other non-standard
measures of performance of all subaccounts, may appear in reports
or promotional literature to current or prospective owners. Such
non-standard measures of performance will be computed, or
accompanied by performance data computed, in accordance with
criteria defined by the SEC. Negative values are denoted by minus
signs ("-"). Performance information for measures other than
total return do not reflect any applicable premium tax that can
range from 0% to 3.5%. As described in the prospectus, three
death benefit options are available. The following performance
values reflect the election at issue of the 7% Solution Enhanced
Death Benefit Option providing values reflecting the highest
aggregate contract charges. If one of the other death benefit
options had been elected, the historical performance values would
be higher than those represented in the examples.
SEC STANDARD MONEY MARKET SUBACCOUNT YIELDS
Current yield for the Liquid Asset Subaccount will be based on
the change in the value of a hypothetical investment (exclusive
of capital changes or income other than investment income) over a
particular 7-day period, less a pro rata share of subaccount
expenses accrued over that period (the "base period"), and stated
as a percentage of the investment at the start of the base period
(the "base period return"). The base period return is then
annualized by multiplying by 365/7, with the resulting yield
figure carried to at least the nearest hundredth of one percent.
Calculation of "effective yield" begins with the same "base
period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the
following formula:
Effective Yield = [(Base Period Return) +1)^365/7] - 1
The current yield and effective yield of the Liquid Asset
Subaccount for the 7-day period December 25, 1998 to December 31,
1998 were 3.30% and 3.35%, respectively.
SEC Standard 30-Day Yield for Non-Money Market Subaccounts
Quotations of yield for the remaining subaccounts will be based
on all investment income per subaccount earned during a
particular 30-day period, less expenses accrued during the period
("net investment income"), and will be computed by dividing net
investment income by the value of an accumulation unit on the
last day of the period, according to the following formula:
Yield = 2 [ ( a - b +1)^(6) - 1]
-----
cd
Where:
[a] equals the net investment income earned during
the period by the investment portfolio attributable
to shares owned by a subaccount
[b] equals the expenses accrued for the period (net
of reimbursements)
[c] equals the average daily number of units
outstanding during the period based on the
accumulation unit value
[d] equals the value (maximum offering price) per
accumulation unit value on the last day of the period
Yield on subaccounts of Account B is earned from the increase in
net asset value of shares of the investmenr portfolio in which
the subaccount invests and from dividends declared and paid by
the investment portfolio, which are automatically reinvested in
shares of the investment portfolio.
SEC STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS
Quotations of average annual total return for any subaccount will
be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in a contract over a period
of one, five and 10 years (or, if less, up to the life of the
subaccount), calculated pursuant to the formula:
2
<PAGE>
<PAGE>
P(1+T)^(n)=ERV
Where:
(1) [P] equals a hypothetical initial premium
payment of $1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at
the beginning of the period (or fractional portion thereof)
All total return figures reflect the deduction of the maximum
sales load, the administrative charges, and the mortality and
expense risk charges. The Securities and Exchange Commission
(the "SEC") requires that an assumption be made that the contract
owner surrenders the entire contract at the end of the one, five
and 10 year periods (or, if less, up to the life of the security)
for which performance is required to be calculated. This
assumption may not be consistent with the typical contract
owner's intentions in purchasing a contract and may adversely
affect returns. Quotations of total return may simultaneously be
shown for other periods, as well as quotations of total return
that do not take into account certain contractual charges such as
sales load.
Average Annual Total Return for the subaccounts presented on a
standardized basis, which includes deductions for the mortality
and expense risk charge, administrative charge, contract charge
and surrender charge for the year ending December 31, 1998 were
as follows:
<TABLE>
<CAPTION>
Average Annual Total Return for Periods Ending 12/31/98 - Standardized
- ----------------------------------------------------------------------
One Year Period Five Year Period Inception to Inception
Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date
- ---------- --------------- --------------- --------------- ----
<S> <C> <C> <C> <C>
Equity Income 6.77% 8.69% 8.25%* 1/25/89
Fully Managed 4.44% 8.23% 7.53%* 1/25/89
Capital Appreciation 11.13% 15.87% 14.40%* 5/4/92
Rising Dividends 12.57% 17.09% 16.85% 10/4/93
All-Growth 8.02% 3.28% 4.48%* 1/25/89
Real Estate -14.65% 10.18% 8.16%* 1/25/89
Hard Assets -30.56% 1.07% 3.67%* 1/25/89
Value Equity 0.16% n/a 16.35% 1/1/95
Strategic Equity -0.55% n/a 11.46% 10/2/95
Small Cap 19.32% n/a 15.46% 1/2/96
Emerging Markets -25.14% -12.06% -7.87% 10/4/93
Managed Global 27.54% 7.33%* 6.68%* 10/21/92
Growth Opportunities n/a n/a -3.45%# 2/19/98
Developing World n/a n/a -27.16%# 2/19/98
Mid-Cap Growth 21.13% n/a 21.09%* 10/7/94
Research 21.36% n/a 21.63%* 10/7/94
Total Return 10.06% n/a 14.49%* 10/7/94
Growth & Income 10.44% n/a 21.41% 4/1/96
Growth 25.09% n/a 19.52%* 4/1/96
Global Fixed Income 10.32% n/a 6.60%* 10/7/94
High Yield Bond n/a n/a 0.82%*# 5/1/98
Stocksplus Growth and n/a n/a 11.13%*# 5/1/98
Income
Limited Maturity Bond 5.39% 0.41% 5.35%* 1/25/89
Liquid Asset 3.60% 3.43% 3.70%* 1/25/89
</TABLE>
- ---------------------
* Total return calculation reflects partial waiver of fees and
expenses.
# Non-annualized.
3
<PAGE>
<PAGE>
NON-STANDARD AVERAGE ANNUAL TOTAL RETURN FOR ALL SUBACCOUNTS
Quotations of non-standard average annual total return for any
subaccount will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in a
contract over a period of one, five and 10 years (or, if less, up
to the life of the subaccount), calculated pursuant to the
formula:
P(1+T)^(n)]=ERV
Where:
(1) [P] equals a hypothetical initial premium
payment of $1,000
(2) [T] equals an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a
hypothetical $1,000 initial premium payment made at
the beginning of the period (or fractional portion
thereof) assuming certain loading and charges are zero.
All total return figures reflect the deduction of the mortality
and expense risk charge and the administrative charges, but not
the deduction of the maximum sales load and the annual contract
fee.
Average Annual Total Return for the subaccounts presented on a
non-standardized basis, which includes deductions for the
mortality and expense risk charge and the administrative charge
for the year ending December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Average Annual Total Return for Periods Ending 12/31/98 - Non-Standardized
- --------------------------------------------------------------------------
One Year Period Five Year Period Inception to Inception
Subaccount Ending 12/31/98 Ending 12/31/98 Ending 12/31/98 Date
- ---------- --------------- ---------------- --------------- ----
<S> <C> <C> <C> <C>
Equity Income 6.80% 8.71% 8.26%* 1/25/89
Fully Managed 4.46% 8.25% 7.55%* 1/25/89
Capital Appreciation 11.16% 15.89% 14.41%* 5/4/92
Rising Dividends 12.60% 17.09% 16.86% 10/4/93
All-Growth 8.04% 3.30% 4.50%* 1/25/89
Real Estate -14.62% 10.73% 8.17%* 1/25/89
Hard Assets -30.53% 1.10% 3.69%* 1/25/89
Value Equity 0.18% n/a 16.36% 1/1/95
Strategic Equity -0.52% n/a 11.48% 10/2/95
Small Cap 19.35% n/a 15.47% 1/2/96
Emerging Markets -25.14% -12.06% 7.87% 10/4/93
Managed Global 27.57% 7.35%* 6.70%* 10/21/92
Growth Opportunities % n/a -3.42%# 2/18/98
Developing World % n/a -27.13%# 2/18/98
Mid-Cap Growth 21.15% n/a 21.11%* 10/7/94
Research 21.39% n/a 21.64%* 10/7/94
Total Return 10.08%* n/a 14.51%* 10/7/94
Growth & Income 10.46% n/a 21.42% 4/1/96
Growth 25.11% n/a 19.53%* 4/1/96
Global Fixed Income 10.34%* n/a 6.62%* 10/7/94
High Yield Bond % n/a 0.89%*# 5/1/98
Stocksplus Growth and % n/a 11.15%*# 5/1/98
Income
Limited Maturity Bond 5.42% 4.16% 5.37%* 1/25/89
Liquid Asset 3.63% 3.45% 3.72%* 1/25/89
</TABLE>
- ----------------------
* Total return calculation reflects partial waiver of fees and
expenses.
# Non-annualized.
Performance information for a subaccount may be compared, in
reports and promotional literature, to: (i) the Standard & Poor's
500 Stock Index ("S&P 500"), Dow Jones Industrial Average
("DJIA"), Donoghue Money Market Institutional Averages, or other
indices that measure performance of a pertinent group of
securities so that investors may compare a subaccount's results
with those of a group of securities widely regarded by investors
as
4
<PAGE>
<PAGE>
representative of the securities markets in general; (ii)
other groups of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services, a
widely used independent research firm which ranks mutual funds
and other investment companies by overall performance, investment
objectives, and assets, or tracked by other services, companies,
publications, or persons who rank such investment companies on
overall performance or other criteria; and (iii) the Consumer
Price Index (measure for inflation) to assess the real rate of
return from an investment in the contract. Unmanaged indices may
assume the reinvestment of dividends but generally do not reflect
deductions for administrative and management costs and expenses.
Performance information for any subaccount reflects only the
performance of a hypothetical contract under which contract value
is allocated to a subaccount during a particular time period on
which the calculations are based. Performance information should
be considered in light of the investment objectives and policies,
characteristics and quality of the investment portfolio of the
Trust in which the Account B subaccounts invest, and the market
conditions during the given time period, and should not be
considered as a representation of what may be achieved in the
future.
Reports and promotional literature may also contain other
information including the ranking of any subaccount derived from
rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by
other rating services, companies, publications, or other persons
who rank separate accounts or other investment products on
overall performance or other criteria.
PUBLISHED RATINGS
From time to time, the rating of Golden American as an insurance
company by A.M. Best may be referred to in advertisements or in
reports to contract owners. Each year the A.M. Best Company
reviews the financial status of thousands of insurers,
culminating in the assignment of Best's Ratings. These ratings
reflect their current opinion of the relative financial strength
and operating performance of an insurance company in comparison
to the norms of the life/health insurance industry. Best's
ratings range from A+ + to F. An A++ and A+ ratings mean, in the
opinion of A.M. Best, that the insurer has demonstrated the
strongest ability to meet its respective policyholder and other
contractual obligations.
ACCUMULATION UNIT VALUE
The calculation of the Accumulation Unit Value ("AUV") is
discussed in the prospectus for the Contracts under Performance
Information. Note that in your Contract, accumulation unit value
is referred to as the Index of Investment Experience. The
following illustrations show a calculation of a new AUV and the
purchase of Units (using hypothetical examples):
ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.
1. AUV, beginning of period .................. $1.80000000
2. Value of securities, beginning of period ............ $21.20
3. Change in value of securities.................. $.50
4. Gross investment return (3) divided by (2).............. 02358491
5. Less daily mortality and expense charge............... 00003446
6. Less asset based administrative charge ............. 00000276
7. Net investment return (4) minus (5) minus (6)........... 02355738
8. Net investment factor (1.000000) plus (7)........... 1.02355738
9. AUV, end of period (1) multiplied by (8)............. $1.84240328
ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
EXAMPLE 2.
1. Initial Premium Payment................. $100.00
2. AUV on effective date of purchase (see Example 1)....... $1.8000000
3. Number of Units purchased [(1) divided by (2)]......... 55.55556
4. AUV for valuation date following purchase
(see Example 1)... $1.84240328
5
<PAGE>
<PAGE>
5. Accumulation Value in account for valuation date
following purchase [(3) multiplied by (4)]........... $102.36
IRA PARTIAL WITHDRAWAL OPTION
If the contract owner has an IRA contract and will attain age 70 1/2
in the current calendar year, distributions will be made in
accordance with the requirements of Federal tax law. This option
is available to assure that the required minimum distributions
from qualified plans under the Internal Revenue Code (the "Code")
are made. Under the Code, distributions must begin no later than
April 1st of the calendar year following the calendar year in
which the contract owner attains age 70 1/2. If the required
minimum distribution is not withdrawn, there may be a penalty tax
in an amount equal to 50% of the difference between the amount
required to be withdrawn and the amount actually withdrawn. Even
if the IRA Partial Withdrawal Option is not elected,
distributions must nonetheless be made in accordance with the
requirements of Federal tax law.
Golden American notifies the contract owner of these regulations
with a letter mailed on January 1st of the calendar year in which
the contract owner reaches age 70 1/2 which explains the IRA Partial
Withdrawal Option and supplies an election form. If electing
this option, the owner specifies whether the withdrawal amount
will be based on a life expectancy calculated on a single life
basis (contract owner's life only) or, if the contract owner is
married, on a joint life basis (contract owner's and spouse's
lives combined). The contract owner selects the payment mode on
a monthly, quarterly or annual basis. If the payment mode
selected on the election form is more frequent than annually, the
payments in the first calendar year in which the option is in
effect will be based on the amount of payment modes remaining
when Golden American receives the completed election form. Golden
American calculates the IRA Partial Withdrawal amount each year
based on the minimum distribution rules. We do this by dividing
the contract value by the life expectancy. In the first year
withdrawals begin, we use the contract value as of the date of
the first payment. Thereafter, we use the contract value on
December 31st of each year. The life expectancy is recalculated
each year. Certain minimum distribution rules govern payouts if
the designated beneficiary is other than the contract owner's
spouse and the beneficiary is more than ten years younger than
the contract owner.
OTHER INFORMATION
Registration statements have been filed with the SEC under the
Securities Act of 1933, as amended, with respect to the Contracts
discussed in this Statement of Additional Information. Not all
of the information set forth in the registration statements,
amendments and exhibits thereto has been included in this
Statement of Additional Information. Statements contained in
this Statement of Additional Information concerning the content
of the Contracts and other legal instruments are intended to be
summaries. For a complete statement of the terms of these
documents, reference should be made to the instruments filed with
the SEC.
FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B
The audited financial statements of Separate Account B are listed
below and are included in this Statement of Additional
Information:
Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability as of December 31, 1998
Statement of Operations for the year ended December 31, 1998
Statements of Changes in Net Assets for the years ended
December 31, 1998 and 1997
Notes to Financial Statements
6
<PAGE>
<PAGE>
FINANCIAL STATEMENTS
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
YEARS ENDED DECEMBER 31, 1998 AND 1997
WITH REPORT OF INDEPENDENT AUDITORS
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
Report of Independent Auditors
Audited Financial Statements
Statement of Assets and Liability
Statement of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Report of Independent Auditors
The Board of Directors
Golden American Life Insurance Company
We have audited the accompanying statement of assets and liability of Golden
American Life Insurance Company Separate Account B as of December 31, 1998,
and the related statements of operations for the year then ended and the
changes in net assets for each of the two years in the period then ended.
These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of December 31,
1998, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden American Life
Insurance Company Separate Account B at December 31, 1998, and the results of
its operations for the year then ended and the changes in its net assets for
each of the two years in the period then ended in conformity with generally
accepted accounting principles.
/S/ Ernst & Young LLP
Des Moines, Iowa
February 25, 1999
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
____________
<S> <C>
ASSETS
Investments at net asset value:
The GCG Trust:
Liquid Asset Series,
175,698,298 shares (cost - $175,698) $175,698
Limited Maturity Bond Series,
9,632,216 shares (cost - $103,588) 102,872
Hard Assets Series,
3,095,761 shares (cost - $44,073) 29,719
All-Growth Series,
5,460,140 shares (cost - $72,614) 81,847
Real Estate Series,
5,082,757 shares (cost - $77,307) 69,024
Fully Managed Series,
14,869,764 shares (cost - $216,245) 226,467
Multiple Allocation Series,
21,629,600 shares (cost - $268,930) 274,047
Capital Appreciation Series,
14,189,481 shares (cost - $221,707) 256,687
Rising Dividends Series,
22,754,116 shares (cost - $421,987) 500,818
Emerging Markets Series,
3,333,290 shares (cost - $31,776) 22,267
Market Manager Series,
414,851 shares (cost - $4,663) 8,068
Value Equity Series,
7,950,210 shares (cost - $122,857) 126,249
Strategic Equity Series,
5,567,699 shares (cost - $69,933) 71,377
Small Cap Series,
7,754,062 shares (cost - $103,129) 124,298
Managed Global Series,
9,213,401 shares (cost - $110,591) 130,738
Mid-Cap Growth Series,
6,458,180 shares (cost - $109,532) 116,893
Growth & Income Series,
11,461,829 shares (cost - $170,105) 179,033
Research Series,
13,965,668 shares (cost - $266,377) 283,643
Total Return Series,
14,425,794 shares (cost - $226,488) 227,928
Value + Growth Series,
9,163,078 shares (cost - $129,140) 143,127
Global Fixed Income Series,
853,224 shares (cost - $9,541) 9,531
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ASSETS AND LIABILITY
DECEMBER 31, 1998
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMBINED
____________
<S> <C>
ASSETS - CONTINUED
Investments at net asset value:
The GCG Trust:
Developing World Series,
612,452 shares (cost - $4,365) $4,514
Growth Opportunities Series,
425,552 shares (cost - $3,783) 4,132
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio,
4,770,792 shares (cost - $46,152) 46,134
PIMCO StocksPLUS Growth and Income Portfolio,
4,119,171 shares (cost - $47,564) 51,819
Greenwich Street Series Fund Inc.:
Appreciation Portfolio,
46,082 shares (cost - $932) 975
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio,
63,707 shares (cost - $870) 807
Smith Barney Large Cap Value Portfolio,
34,717 shares (cost - $692) 702
Smith Barney International Equity Portfolio,
23,707 shares (cost - $333) 326
Smith Barney Money Market Portfolio,
317,907 shares (cost - $318) 318
Warburg Pincus Trust:
International Equity Portfolio,
4,529,941 shares (cost - $48,231) 49,785
____________
TOTAL ASSETS (cost - $3,109,521) 3,319,843
LIABILITY
Payable to Golden American Life Insurance Company
for charges and fees 1,638
____________
TOTAL NET ASSETS $3,318,205
============
NET ASSETS
For variable annuity insurance contracts $3,309,202
Retained in Separate Account B by Golden American
Life Insurance Company 9,003
____________
TOTAL NET ASSETS $3,318,205
============
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard
Asset Bond Assets
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $5,783 $3,217 $1,662
Capital gains distributions -- -- 1,065
______________________________
TOTAL INVESTMENT INCOME 5,783 3,217 2,727
Expenses:
Mortality and expense risk and other charges 1,619 939 461
Annual administrative charges 62 41 13
Minimum death benefit guarantee charges 7 1 2
Contingent deferred sales charges 342 65 53
Other contract charges 9 3 2
Amortization of deferred charges related to:
Deferred sales load 615 389 164
Premium taxes 3 6 3
______________________________
TOTAL EXPENSES BEFORE WAIVER 2,657 1,444 698
Fees waived by Golden American Life
Insurance Company 5 9 4
______________________________
NET EXPENSES 2,652 1,435 694
______________________________
NET INVESTMENT INCOME (LOSS) 3,131 1,782 2,033
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments -- 872 (6,941)
Net unrealized appreciation
(depreciation) of investments -- 739 (8,620)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $3,131 $3,393 ($13,528)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All- Real Fully
Growth Estate Managed
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends -- $3,321 $6,674
Capital gains distributions $470 6,244 12,408
______________________________
TOTAL INVESTMENT INCOME 470 9,565 19,082
Expenses:
Mortality and expense risk and other charges 879 964 2,417
Annual administrative charges 41 28 105
Minimum death benefit guarantee charges 1 1 2
Contingent deferred sales charges 46 38 64
Other contract charges 2 1 5
Amortization of deferred charges related to:
Deferred sales load 409 290 866
Premium taxes 7 5 16
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,385 1,327 3,475
Fees waived by Golden American Life
Insurance Company 10 6 19
______________________________
NET EXPENSES 1,375 1,321 3,456
______________________________
NET INVESTMENT INCOME (LOSS) (905) 8,244 15,626
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 330 3,708 1,704
Net unrealized appreciation
(depreciation) of investments 6,240 (24,689) (10,501)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $5,665 ($12,737) $6,829
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple Capital
Alloca- Apprecia- Rising
tion tion Dividends
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $13,875 $3,355 $2,240
Capital gains distributions 14,968 19,519 16,632
______________________________
TOTAL INVESTMENT INCOME 28,843 22,874 18,872
Expenses:
Mortality and expense risk and other charges 2,985 2,656 4,670
Annual administrative charges 144 110 212
Minimum death benefit guarantee charges 10 2 4
Contingent deferred sales charges 89 59 128
Other contract charges 9 9 13
Amortization of deferred charges related to:
Deferred sales load 1,784 1,083 934
Premium taxes 33 25 11
______________________________
TOTAL EXPENSES BEFORE WAIVER 5,054 3,944 5,972
Fees waived by Golden American Life
Insurance Company 26 26 20
______________________________
NET EXPENSES 5,028 3,918 5,952
______________________________
NET INVESTMENT INCOME (LOSS) 23,815 18,956 12,920
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 2,288 6,551 3,842
Net unrealized appreciation
(depreciation) of investments (10,125) (3,987) 17,344
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $15,978 $21,520 $34,106
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging Market Value
Markets Manager Equity
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends -- $129 $2,766
Capital gains distributions -- 214 1,018
______________________________
TOTAL INVESTMENT INCOME -- 343 3,784
Expenses:
Mortality and expense risk and other charges $336 -- 1,442
Annual administrative charges 10 1 57
Minimum death benefit guarantee charges 1 -- 1
Contingent deferred sales charges 16 -- 57
Other contract charges 1 -- 2
Amortization of deferred charges related to:
Deferred sales load 160 43 231
Premium taxes 2 -- 3
______________________________
TOTAL EXPENSES BEFORE WAIVER 526 44 1,793
Fees waived by Golden American Life
Insurance Company 2 -- 3
______________________________
NET EXPENSES 524 44 1,790
______________________________
NET INVESTMENT INCOME (LOSS) (524) 299 1,994
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (3,524) 135 1,237
Net unrealized appreciation
(depreciation) of investments (4,266) 1,090 (4,208)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($8,314) $1,524 ($977)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic Small Managed
Equity Cap Global
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $1,941 -- $1,806
Capital gains distributions 2,711 -- 3,627
______________________________
TOTAL INVESTMENT INCOME 4,652 -- 5,433
Expenses:
Mortality and expense risk and other charges 851 $1,114 1,445
Annual administrative charges 29 55 59
Minimum death benefit guarantee charges 1 1 1
Contingent deferred sales charges 52 59 50
Other contract charges 1 3 4
Amortization of deferred charges related to:
Deferred sales load 135 112 579
Premium taxes 1 1 8
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,070 1,345 2,146
Fees waived by Golden American Life
Insurance Company 4 2 9
______________________________
NET EXPENSES 1,066 1,343 2,137
______________________________
NET INVESTMENT INCOME (LOSS) 3,586 (1,343) 3,296
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 1,365 2,148 7,634
Net unrealized appreciation
(depreciation) of investments (6,078) 15,952 16,611
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($1,127) $16,757 $27,541
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap Growth &
Growth Income Research
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $4,999 $4,745 $12,283
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 4,999 4,745 12,283
Expenses:
Mortality and expense risk and other charges 880 1,599 1,941
Annual administrative charges 51 88 120
Minimum death benefit guarantee charges 1 -- --
Contingent deferred sales charges 20 62 71
Other contract charges 2 1 4
Amortization of deferred charges related to:
Deferred sales load 55 92 79
Premium taxes -- 2 1
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,009 1,844 2,216
Fees waived by Golden American Life
Insurance Company 1 3 1
______________________________
NET EXPENSES 1,008 1,841 2,215
______________________________
NET INVESTMENT INCOME (LOSS) 3,991 2,904 10,068
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 899 911 972
Net unrealized appreciation
(depreciation) of investments 6,574 7,679 16,878
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $11,464 $11,494 $27,918
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Total Value + Fixed
Return Growth Income
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $11,048 $5,950 $237
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 11,048 5,950 237
Expenses:
Mortality and expense risk and other charges 1,714 1,099 57
Annual administrative charges 98 62 4
Minimum death benefit guarantee charges -- 1 --
Contingent deferred sales charges 62 42 2
Other contract charges 1 1 --
Amortization of deferred charges related to:
Deferred sales load 75 49 --
Premium taxes 1 1 --
______________________________
TOTAL EXPENSES BEFORE WAIVER 1,951 1,255 63
Fees waived by Golden American Life
Insurance Company 2 2 --
______________________________
NET EXPENSES 1,949 1,253 63
______________________________
NET INVESTMENT INCOME (LOSS) 9,099 4,697 174
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 185 (807) 216
Net unrealized appreciation
(depreciation) of investments 1,028 15,417 --
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $10,312 $19,307 $390
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
Growth High
Developing Oppor- Yield
World tunities Bond
Division Division Division
(a) (a) (c)
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $2 $25 $1,050
Capital gains distributions -- -- --
______________________________
TOTAL INVESTMENT INCOME 2 25 1,050
Expenses:
Mortality and expense risk and other charges 22 31 197
Annual administrative charges 2 1 17
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges -- 1 15
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load -- -- 4
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 24 33 233
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 24 33 233
______________________________
NET INVESTMENT INCOME (LOSS) (22) (8) 817
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (266) (235) (318)
Net unrealized appreciation
(depreciation) of investments 149 349 (18)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ($139) $106 $481
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS Smith
Growth Barney
and Appre- High
Income ciation Income
Division Division Division
(b)
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $1,005 $8 $37
Capital gains distributions -- 33 8
______________________________
TOTAL INVESTMENT INCOME 1,005 41 45
Expenses:
Mortality and expense risk and other charges 162 10 8
Annual administrative charges 18 1 1
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges 9 -- --
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load 2 -- --
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 191 11 9
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 191 11 9
______________________________
NET INVESTMENT INCOME (LOSS) 814 30 36
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (97) 3 8
Net unrealized appreciation
(depreciation) of investments 4,255 52 (66)
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $4,972 $85 ($22)
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Smith Barney Smith
Barney Inter- Barney
Large Cap national Money
Value Equity Market
Division Division Division
______________________________
<S> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $6 -- $20
Capital gains distributions 16 -- --
______________________________
TOTAL INVESTMENT INCOME 22 -- 20
Expenses:
Mortality and expense risk and other charges 7 $3 6
Annual administrative charges 1 -- --
Minimum death benefit guarantee charges -- -- --
Contingent deferred sales charges -- -- --
Other contract charges -- -- --
Amortization of deferred charges related to:
Deferred sales load -- -- --
Premium taxes -- -- --
______________________________
TOTAL EXPENSES BEFORE WAIVER 8 3 6
Fees waived by Golden American Life
Insurance Company -- -- --
______________________________
NET EXPENSES 8 3 6
______________________________
NET INVESTMENT INCOME (LOSS) 14 (3) 14
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments 2 (1) --
Net unrealized appreciation
(depreciation) of investments 3 (2) --
______________________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $19 ($6) $14
==============================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division Combined
____________________
<S> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends $251 $88,435
Capital gains distributions -- 78,933
____________________
TOTAL INVESTMENT INCOME 251 167,368
Expenses:
Mortality and expense risk and other charges 398 30,912
Annual administrative charges 20 1,451
Minimum death benefit guarantee charges -- 37
Contingent deferred sales charges 12 1,414
Other contract charges -- 73
Amortization of deferred charges related to:
Deferred sales load -- 8,150
Premium taxes -- 129
____________________
TOTAL EXPENSES BEFORE WAIVER 430 42,166
Fees waived by Golden American Life
Insurance Company -- 154
____________________
NET EXPENSES 430 42,012
____________________
NET INVESTMENT INCOME (LOSS) (179) 125,356
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments (556) 22,265
Net unrealized appreciation
(depreciation) of investments 1,647 39,447
____________________
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $912 $187,068
====================
<FN>
(a) Commencement of operations, March 2, 1998
(b) Commencement of operations, May 8, 1998
(c) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Liquid
Asset
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $37,476
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 970
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 970
Changes from principal transactions:
Purchase payments 29,455
Contract distributions and terminations (18,096)
Transfer payments from (to) Fixed Accounts and other Divisions 7,253
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 196
____________
Increase (decrease) in net assets derived from principal
transactions 18,808
____________
Total increase (decrease) 19,778
____________
NET ASSETS AT DECEMBER 31, 1997 57,254
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Liquid
Asset
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,131
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 3,131
Changes from principal transactions:
Purchase payments 227,924
Contract distributions and terminations (38,803)
Transfer payments from (to) Fixed Accounts and other Divisions (73,759)
Addition to assets retained in the Account
by Golden American Life Insurance Company 12
____________
Increase (decrease) in net assets derived from principal
transactions 115,374
____________
Total increase (decrease) 118,505
____________
NET ASSETS AT DECEMBER 31, 1998 $175,759
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Maturity
Bond
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $54,334
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 2,703
Net realized gain (loss) on investments 139
Net unrealized appreciation (depreciation) of investments (690)
____________
Net increase (decrease) in net assets resulting from operations 2,152
Changes from principal transactions:
Purchase payments 5,847
Contract distributions and terminations (8,648)
Transfer payments from (to) Fixed Accounts and other Divisions (1,150)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (68)
____________
Increase (decrease) in net assets derived from principal
transactions (4,019)
____________
Total increase (decrease) (1,867)
____________
NET ASSETS AT DECEMBER 31, 1997 52,467
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Limited
Maturity
Bond
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $1,782
Net realized gain (loss) on investments 872
Net unrealized appreciation (depreciation) of investments 739
____________
Net increase (decrease) in net assets resulting from operations 3,393
Changes from principal transactions:
Purchase payments 42,180
Contract distributions and terminations (9,265)
Transfer payments from (to) Fixed Accounts and other Divisions 14,051
Addition to assets retained in the Account
by Golden American Life Insurance Company 6
____________
Increase (decrease) in net assets derived from principal
transactions 46,972
____________
Total increase (decrease) 50,365
____________
NET ASSETS AT DECEMBER 31, 1998 $102,832
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Hard
Assets
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $43,301
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 8,570
Net realized gain (loss) on investments 3,106
Net unrealized appreciation (depreciation) of investments (9,738)
____________
Net increase (decrease) in net assets resulting from operations 1,938
Changes from principal transactions:
Purchase payments 6,936
Contract distributions and terminations (5,699)
Transfer payments from (to) Fixed Accounts and other Divisions (886)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (87)
____________
Increase (decrease) in net assets derived from principal
transactions 264
____________
Total increase (decrease) 2,202
____________
NET ASSETS AT DECEMBER 31, 1997 45,503
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Hard
Assets
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $2,033
Net realized gain (loss) on investments (6,941)
Net unrealized appreciation (depreciation) of investments (8,620)
____________
Net increase (decrease) in net assets resulting from operations (13,528)
Changes from principal transactions:
Purchase payments 7,508
Contract distributions and terminations (4,524)
Transfer payments from (to) Fixed Accounts and other Divisions (5,266)
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions (2,272)
____________
Total increase (decrease) (15,800)
____________
NET ASSETS AT DECEMBER 31, 1998 $29,703
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All-Growth
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $76,842
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 490
Net realized gain (loss) on investments 556
Net unrealized appreciation (depreciation) of investments 1,550
____________
Net increase (decrease) in net assets resulting from operations 2,596
Changes from principal transactions:
Purchase payments 7,441
Contract distributions and terminations (10,832)
Transfer payments from (to) Fixed Accounts and other Divisions (4,053)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (256)
____________
Increase (decrease) in net assets derived from principal
transactions (7,700)
____________
Total increase (decrease) (5,104)
____________
NET ASSETS AT DECEMBER 31, 1997 71,738
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
All-Growth
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($905)
Net realized gain (loss) on investments 330
Net unrealized appreciation (depreciation) of investments 6,240
____________
Net increase (decrease) in net assets resulting from operations 5,665
Changes from principal transactions:
Purchase payments 15,762
Contract distributions and terminations (9,206)
Transfer payments from (to) Fixed Accounts and other Divisions (2,159)
Addition to assets retained in the Account
by Golden American Life Insurance Company 7
____________
Increase (decrease) in net assets derived from principal
transactions 4,404
____________
Total increase (decrease) 10,069
____________
NET ASSETS AT DECEMBER 31, 1998 $81,807
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Real
Estate
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $50,681
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 3,901
Net realized gain (loss) on investments 2,621
Net unrealized appreciation (depreciation) of investments 5,391
____________
Net increase (decrease) in net assets resulting from operations 11,913
Changes from principal transactions:
Purchase payments 14,095
Contract distributions and terminations (5,798)
Transfer payments from (to) Fixed Accounts and other Divisions 3,766
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 43
____________
Increase (decrease) in net assets derived from principal
transactions 12,106
____________
Total increase (decrease) 24,019
____________
NET ASSETS AT DECEMBER 31, 1997 74,700
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Real
Estate
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $8,244
Net realized gain (loss) on investments 3,708
Net unrealized appreciation (depreciation) of investments (24,689)
____________
Net increase (decrease) in net assets resulting from operations (12,737)
Changes from principal transactions:
Purchase payments 24,639
Contract distributions and terminations (6,988)
Transfer payments from (to) Fixed Accounts and other Divisions (10,631)
Addition to assets retained in the Account
by Golden American Life Insurance Company 12
____________
Increase (decrease) in net assets derived from principal
transactions 7,032
____________
Total increase (decrease) (5,705)
____________
NET ASSETS AT DECEMBER 31, 1998 $68,995
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Fully
Managed
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $134,431
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 9,632
Net realized gain (loss) on investments 2,407
Net unrealized appreciation (depreciation) of investments 5,898
____________
Net increase (decrease) in net assets resulting from operations 17,937
Changes from principal transactions:
Purchase payments 19,633
Contract distributions and terminations (17,687)
Transfer payments from (to) Fixed Accounts and other Divisions 4,389
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (53)
____________
Increase (decrease) in net assets derived from principal
transactions 6,282
____________
Total increase (decrease) 24,219
____________
NET ASSETS AT DECEMBER 31, 1997 158,650
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Fully
Managed
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $15,626
Net realized gain (loss) on investments 1,704
Net unrealized appreciation (depreciation) of investments (10,501)
____________
Net increase (decrease) in net assets resulting from operations 6,829
Changes from principal transactions:
Purchase payments 74,467
Contract distributions and terminations (19,367)
Transfer payments from (to) Fixed Accounts and other Divisions 5,756
Addition to assets retained in the Account
by Golden American Life Insurance Company 31
____________
Increase (decrease) in net assets derived from principal
transactions 60,887
____________
Total increase (decrease) 67,716
____________
NET ASSETS AT DECEMBER 31, 1998 $226,366
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple
Allocation
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $270,427
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 21,419
Net realized gain (loss) on investments 5,773
Net unrealized appreciation (depreciation) of investments 9,866
____________
Net increase (decrease) in net assets resulting from operations 37,058
Changes from principal transactions:
Purchase payments 9,404
Contract distributions and terminations (45,162)
Transfer payments from (to) Fixed Accounts and other Divisions (9,649)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (209)
____________
Increase (decrease) in net assets derived from principal
transactions (45,616)
____________
Total increase (decrease) (8,558)
____________
NET ASSETS AT DECEMBER 31, 1997 261,869
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Multiple
Allocation
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $23,815
Net realized gain (loss) on investments 2,288
Net unrealized appreciation (depreciation) of investments (10,125)
____________
Net increase (decrease) in net assets resulting from operations 15,978
Changes from principal transactions:
Purchase payments 34,793
Contract distributions and terminations (39,339)
Transfer payments from (to) Fixed Accounts and other Divisions 581
Addition to assets retained in the Account
by Golden American Life Insurance Company 28
____________
Increase (decrease) in net assets derived from principal
transactions (3,937)
____________
Total increase (decrease) 12,041
____________
NET ASSETS AT DECEMBER 31, 1998 $273,910
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Capital
Appreciation
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $145,989
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 13,819
Net realized gain (loss) on investments 8,242
Net unrealized appreciation (depreciation) of investments 16,323
____________
Net increase (decrease) in net assets resulting from operations 38,384
Changes from principal transactions:
Purchase payments 17,440
Contract distributions and terminations (20,143)
Transfer payments from (to) Fixed Accounts and other Divisions 5,915
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 232
____________
Increase (decrease) in net assets derived from principal
transactions 3,444
____________
Total increase (decrease) 41,828
____________
NET ASSETS AT DECEMBER 31, 1997 187,817
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Capital
Appreciation
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $18,956
Net realized gain (loss) on investments 6,551
Net unrealized appreciation (depreciation) of investments (3,987)
____________
Net increase (decrease) in net assets resulting from operations 21,520
Changes from principal transactions:
Purchase payments 63,892
Contract distributions and terminations (26,711)
Transfer payments from (to) Fixed Accounts and other Divisions 10,035
Addition to assets retained in the Account
by Golden American Life Insurance Company 25
____________
Increase (decrease) in net assets derived from principal
transactions 47,241
____________
Total increase (decrease) 68,761
____________
NET ASSETS AT DECEMBER 31, 1998 $256,578
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Rising
Dividends
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $123,573
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 1,726
Net realized gain (loss) on investments 3,602
Net unrealized appreciation (depreciation) of investments 33,738
____________
Net increase (decrease) in net assets resulting from operations 39,066
Changes from principal transactions:
Purchase payments 45,995
Contract distributions and terminations (18,620)
Transfer payments from (to) Fixed Accounts and other Divisions 25,458
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 471
____________
Increase (decrease) in net assets derived from principal
transactions 53,304
____________
Total increase (decrease) 92,370
____________
NET ASSETS AT DECEMBER 31, 1997 215,943
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Rising
Dividends
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $12,920
Net realized gain (loss) on investments 3,842
Net unrealized appreciation (depreciation) of investments 17,344
____________
Net increase (decrease) in net assets resulting from operations 34,106
Changes from principal transactions:
Purchase payments 216,682
Contract distributions and terminations (26,449)
Transfer payments from (to) Fixed Accounts and other Divisions 60,274
Addition to assets retained in the Account
by Golden American Life Insurance Company 60
____________
Increase (decrease) in net assets derived from principal
transactions 250,567
____________
Total increase (decrease) 284,673
____________
NET ASSETS AT DECEMBER 31, 1998 $500,616
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging
Markets
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $37,153
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (826)
Net realized gain (loss) on investments (1,134)
Net unrealized appreciation (depreciation) of investments (2,698)
____________
Net increase (decrease) in net assets resulting from operations (4,658)
Changes from principal transactions:
Purchase payments 5,427
Contract distributions and terminations (5,304)
Transfer payments from (to) Fixed Accounts and other Divisions 2,002
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (119)
____________
Increase (decrease) in net assets derived from principal
transactions 2,006
____________
Total increase (decrease) (2,652)
____________
NET ASSETS AT DECEMBER 31, 1997 34,501
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Emerging
Markets
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($524)
Net realized gain (loss) on investments (3,524)
Net unrealized appreciation (depreciation) of investments (4,266)
____________
Net increase (decrease) in net assets resulting from operations (8,314)
Changes from principal transactions:
Purchase payments 2,520
Contract distributions and terminations (2,973)
Transfer payments from (to) Fixed Accounts and other Divisions (3,483)
Addition to assets retained in the Account
by Golden American Life Insurance Company 3
____________
Increase (decrease) in net assets derived from principal
transactions (3,933)
____________
Total increase (decrease) (12,247)
____________
NET ASSETS AT DECEMBER 31, 1998 $22,254
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Market
Manager
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $5,479
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 424
Net realized gain (loss) on investments 238
Net unrealized appreciation (depreciation) of investments 1,127
____________
Net increase (decrease) in net assets resulting from operations 1,789
Changes from principal transactions:
Purchase payments (59)
Contract distributions and terminations (189)
Transfer payments from (to) Fixed Accounts and other Divisions (303)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (1)
____________
Increase (decrease) in net assets derived from principal
transactions (552)
____________
Total increase (decrease) 1,237
____________
NET ASSETS AT DECEMBER 31, 1997 6,716
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Market
Manager
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $299
Net realized gain (loss) on investments 135
Net unrealized appreciation (depreciation) of investments 1,090
____________
Net increase (decrease) in net assets resulting from operations 1,524
Changes from principal transactions:
Purchase payments (36)
Contract distributions and terminations (188)
Transfer payments from (to) Fixed Accounts and other Divisions (309)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions (533)
____________
Total increase (decrease) 991
____________
NET ASSETS AT DECEMBER 31, 1998 $7,707
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value
Equity
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $42,861
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 5,696
Net realized gain (loss) on investments 898
Net unrealized appreciation (depreciation) of investments 5,129
____________
Net increase (decrease) in net assets resulting from operations 11,723
Changes from principal transactions:
Purchase payments 16,881
Contract distributions and terminations (5,181)
Transfer payments from (to) Fixed Accounts and other Divisions 10,573
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 168
____________
Increase (decrease) in net assets derived from principal
transactions 22,441
____________
Total increase (decrease) 34,164
____________
NET ASSETS AT DECEMBER 31, 1997 77,025
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value
Equity
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $1,994
Net realized gain (loss) on investments 1,237
Net unrealized appreciation (depreciation) of investments (4,208)
____________
Net increase (decrease) in net assets resulting from operations (977)
Changes from principal transactions:
Purchase payments 51,484
Contract distributions and terminations (7,869)
Transfer payments from (to) Fixed Accounts and other Divisions 6,521
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions 50,146
____________
Total increase (decrease) 49,169
____________
NET ASSETS AT DECEMBER 31, 1998 $126,194
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic
Equity
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $29,858
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 1,752
Net realized gain (loss) on investments 1,180
Net unrealized appreciation (depreciation) of investments 4,847
____________
Net increase (decrease) in net assets resulting from operations 7,779
Changes from principal transactions:
Purchase payments 9,853
Contract distributions and terminations (4,107)
Transfer payments from (to) Fixed Accounts and other Divisions 6,920
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 134
____________
Increase (decrease) in net assets derived from principal
transactions 12,800
____________
Total increase (decrease) 20,579
____________
NET ASSETS AT DECEMBER 31, 1997 50,437
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Strategic
Equity
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,586
Net realized gain (loss) on investments 1,365
Net unrealized appreciation (depreciation) of investments (6,078)
____________
Net increase (decrease) in net assets resulting from operations (1,127)
Changes from principal transactions:
Purchase payments 25,972
Contract distributions and terminations (5,201)
Transfer payments from (to) Fixed Accounts and other Divisions 1,265
Addition to assets retained in the Account
by Golden American Life Insurance Company 2
____________
Increase (decrease) in net assets derived from principal
transactions 22,038
____________
Total increase (decrease) 20,911
____________
NET ASSETS AT DECEMBER 31, 1998 $71,348
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Small Cap
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $33,056
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) (754)
Net realized gain (loss) on investments (174)
Net unrealized appreciation (depreciation) of investments 4,543
____________
Net increase (decrease) in net assets resulting from operations 3,615
Changes from principal transactions:
Purchase payments 13,691
Contract distributions and terminations (3,143)
Transfer payments from (to) Fixed Accounts and other Divisions 5,487
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 19
____________
Increase (decrease) in net assets derived from principal
transactions 16,054
____________
Total increase (decrease) 19,669
____________
NET ASSETS AT DECEMBER 31, 1997 52,725
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Small Cap
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1,343)
Net realized gain (loss) on investments 2,148
Net unrealized appreciation (depreciation) of investments 15,952
____________
Net increase (decrease) in net assets resulting from operations 16,757
Changes from principal transactions:
Purchase payments 44,851
Contract distributions and terminations (6,104)
Transfer payments from (to) Fixed Accounts and other Divisions 16,010
Addition to assets retained in the Account
by Golden American Life Insurance Company 6
____________
Increase (decrease) in net assets derived from principal
transactions 54,763
____________
Total increase (decrease) 71,520
____________
NET ASSETS AT DECEMBER 31, 1998 $124,245
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Managed
Global
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $86,266
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 6,640
Net realized gain (loss) on investments 2,841
Net unrealized appreciation (depreciation) of investments (883)
____________
Net increase (decrease) in net assets resulting from operations 8,598
Changes from principal transactions:
Purchase payments 17,472
Contract distributions and terminations (12,081)
Transfer payments from (to) Fixed Accounts and other Divisions 4,438
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company (12)
____________
Increase (decrease) in net assets derived from principal
transactions 9,817
____________
Total increase (decrease) 18,415
____________
NET ASSETS AT DECEMBER 31, 1997 104,681
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Managed
Global
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,296
Net realized gain (loss) on investments 7,634
Net unrealized appreciation (depreciation) of investments 16,611
____________
Net increase (decrease) in net assets resulting from operations 27,541
Changes from principal transactions:
Purchase payments 11,958
Contract distributions and terminations (13,329)
Transfer payments from (to) Fixed Accounts and other Divisions (176)
Addition to assets retained in the Account
by Golden American Life Insurance Company 9
____________
Increase (decrease) in net assets derived from principal
transactions (1,538)
____________
Total increase (decrease) 26,003
____________
NET ASSETS AT DECEMBER 31, 1998 $130,684
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap
Growth
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $4,571
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 612
Net realized gain (loss) on investments 57
Net unrealized appreciation (depreciation) of investments 912
____________
Net increase (decrease) in net assets resulting from operations 1,581
Changes from principal transactions:
Purchase payments 8,980
Contract distributions and terminations (580)
Transfer payments from (to) Fixed Accounts and other Divisions 5,763
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 46
____________
Increase (decrease) in net assets derived from principal
transactions 14,209
____________
Total increase (decrease) 15,790
____________
NET ASSETS AT DECEMBER 31, 1997 20,361
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Mid-Cap
Growth
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $3,991
Net realized gain (loss) on investments 899
Net unrealized appreciation (depreciation) of investments 6,574
____________
Net increase (decrease) in net assets resulting from operations 11,464
Changes from principal transactions:
Purchase payments 66,121
Contract distributions and terminations (3,065)
Transfer payments from (to) Fixed Accounts and other Divisions 21,962
Addition to assets retained in the Account
by Golden American Life Insurance Company 1
____________
Increase (decrease) in net assets derived from principal
transactions 85,019
____________
Total increase (decrease) 96,483
____________
NET ASSETS AT DECEMBER 31, 1998 $116,844
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth &
Income
Division
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $8,275
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 3,057
Net realized gain (loss) on investments 177
Net unrealized appreciation (depreciation) of investments 980
____________
Net increase (decrease) in net assets resulting from operations 4,214
Changes from principal transactions:
Purchase payments 22,706
Contract distributions and terminations (1,861)
Transfer payments from (to) Fixed Accounts and other Divisions 11,481
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 107
____________
Increase (decrease) in net assets derived from principal
transactions 32,433
____________
Total increase (decrease) 36,647
____________
NET ASSETS AT DECEMBER 31, 1997 44,922
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth &
Income
Division
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $2,904
Net realized gain (loss) on investments 911
Net unrealized appreciation (depreciation) of investments 7,679
____________
Net increase (decrease) in net assets resulting from operations 11,494
Changes from principal transactions:
Purchase payments 105,760
Contract distributions and terminations (7,503)
Transfer payments from (to) Fixed Accounts and other Divisions 24,270
Addition to assets retained in the Account
by Golden American Life Insurance Company 7
____________
Increase (decrease) in net assets derived from principal
transactions 122,534
____________
Total increase (decrease) 134,028
____________
NET ASSETS AT DECEMBER 31, 1998 $178,950
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Research
Division
(b)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $801
Net realized gain (loss) on investments 19
Net unrealized appreciation (depreciation) of investments 388
____________
Net increase (decrease) in net assets resulting from operations 1,208
Changes from principal transactions:
Purchase payments 19,514
Contract distributions and terminations (534)
Transfer payments from (to) Fixed Accounts and other Divisions 14,044
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 170
____________
Increase (decrease) in net assets derived from principal
transactions 33,194
____________
Total increase (decrease) 34,402
____________
NET ASSETS AT DECEMBER 31, 1997 34,402
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Research
Division
(b)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $10,068
Net realized gain (loss) on investments 972
Net unrealized appreciation (depreciation) of investments 16,878
____________
Net increase (decrease) in net assets resulting from operations 27,918
Changes from principal transactions:
Purchase payments 167,295
Contract distributions and terminations (6,740)
Transfer payments from (to) Fixed Accounts and other Divisions 60,643
Addition to assets retained in the Account
by Golden American Life Insurance Company 11
____________
Increase (decrease) in net assets derived from principal
transactions 221,209
____________
Total increase (decrease) 249,127
____________
NET ASSETS AT DECEMBER 31, 1998 $283,529
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Total
Return
Division
(a)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $687
Net realized gain (loss) on investments 18
Net unrealized appreciation (depreciation) of investments 412
____________
Net increase (decrease) in net assets resulting from operations 1,117
Changes from principal transactions:
Purchase payments 15,427
Contract distributions and terminations (602)
Transfer payments from (to) Fixed Accounts and other Divisions 10,193
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 96
____________
Increase (decrease) in net assets derived from principal
transactions 25,114
____________
Total increase (decrease) 26,231
____________
NET ASSETS AT DECEMBER 31, 1997 26,231
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Total
Return
Division
(a)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $9,099
Net realized gain (loss) on investments 185
Net unrealized appreciation (depreciation) of investments 1,028
____________
Net increase (decrease) in net assets resulting from operations 10,312
Changes from principal transactions:
Purchase payments 156,492
Contract distributions and terminations (7,889)
Transfer payments from (to) Fixed Accounts and other Divisions 42,666
Addition to assets retained in the Account
by Golden American Life Insurance Company 23
____________
Increase (decrease) in net assets derived from principal
transactions 191,292
____________
Total increase (decrease) 201,604
____________
NET ASSETS AT DECEMBER 31, 1998 $227,835
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value +
Growth
Division
(b)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($137)
Net realized gain (loss) on investments 515
Net unrealized appreciation (depreciation) of investments (1,430)
____________
Net increase (decrease) in net assets resulting from operations (1,052)
Changes from principal transactions:
Purchase payments 15,158
Contract distributions and terminations (431)
Transfer payments from (to) Fixed Accounts and other Divisions 9,404
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 99
____________
Increase (decrease) in net assets derived from principal
transactions 24,230
____________
Total increase (decrease) 23,178
____________
NET ASSETS AT DECEMBER 31, 1997 23,178
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Value +
Growth
Division
(b)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $4,697
Net realized gain (loss) on investments (807)
Net unrealized appreciation (depreciation) of investments 15,417
____________
Net increase (decrease) in net assets resulting from operations 19,307
Changes from principal transactions:
Purchase payments 77,977
Contract distributions and terminations (3,834)
Transfer payments from (to) Fixed Accounts and other Divisions 26,430
Addition to assets retained in the Account
by Golden American Life Insurance Company 10
____________
Increase (decrease) in net assets derived from principal
transactions 100,583
____________
Total increase (decrease) 119,890
____________
NET ASSETS AT DECEMBER 31, 1998 $143,068
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Fixed
Income
Division
(g)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $9
Net realized gain (loss) on investments (1)
Net unrealized appreciation (depreciation) of investments (10)
____________
Net increase (decrease) in net assets resulting from operations (2)
Changes from principal transactions:
Purchase payments 190
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 18
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 208
____________
Total increase (decrease) 206
____________
NET ASSETS AT DECEMBER 31, 1997 206
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Global
Fixed
Income
Division
(g)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $174
Net realized gain (loss) on investments 216
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 390
Changes from principal transactions:
Purchase payments 5,820
Contract distributions and terminations (219)
Transfer payments from (to) Fixed Accounts and other Divisions 3,331
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 8,932
____________
Total increase (decrease) 9,322
____________
NET ASSETS AT DECEMBER 31, 1998 $9,528
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Develop-
ing
World
Division
(h)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Develop-
ing
World
Division
(h)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($22)
Net realized gain (loss) on investments (266)
Net unrealized appreciation (depreciation) of investments 149
____________
Net increase (decrease) in net assets resulting from operations (139)
Changes from principal transactions:
Purchase payments 2,757
Contract distributions and terminations (34)
Transfer payments from (to) Fixed Accounts and other Divisions 1,928
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 4,651
____________
Total increase (decrease) 4,512
____________
NET ASSETS AT DECEMBER 31, 1998 $4,512
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth
Oppor-
tunities
Division
(h)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Growth
Oppor-
tunities
Division
(h)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($8)
Net realized gain (loss) on investments (235)
Net unrealized appreciation (depreciation) of investments 349
____________
Net increase (decrease) in net assets resulting from operations 106
Changes from principal transactions:
Purchase payments 4,097
Contract distributions and terminations (45)
Transfer payments from (to) Fixed Accounts and other Divisions (27)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 4,025
____________
Total increase (decrease) 4,131
____________
NET ASSETS AT DECEMBER 31, 1998 $4,131
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
High
Yield
Bond
Division
(j)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
High
Yield
Bond
Division
(j)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $817
Net realized gain (loss) on investments (318)
Net unrealized appreciation (depreciation) of investments (18)
____________
Net increase (decrease) in net assets resulting from operations 481
Changes from principal transactions:
Purchase payments 32,399
Contract distributions and terminations (912)
Transfer payments from (to) Fixed Accounts and other Divisions 14,150
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 45,637
____________
Total increase (decrease) 46,118
____________
NET ASSETS AT DECEMBER 31, 1998 $46,118
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS
Growth
and
Income
Division
(i)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments --
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions --
____________
Total increase (decrease) --
____________
NET ASSETS AT DECEMBER 31, 1997 --
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PIMCO
StocksPLUS
Growth
and
Income
Division
(i)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $814
Net realized gain (loss) on investments (97)
Net unrealized appreciation (depreciation) of investments 4,255
____________
Net increase (decrease) in net assets resulting from operations 4,972
Changes from principal transactions:
Purchase payments 29,368
Contract distributions and terminations (361)
Transfer payments from (to) Fixed Accounts and other Divisions 17,822
Addition to assets retained in the Account
by Golden American Life Insurance Company 1
____________
Increase (decrease) in net assets derived from principal
transactions 46,830
____________
Total increase (decrease) 51,802
____________
NET ASSETS AT DECEMBER 31, 1998 $51,802
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Appre-
ciation
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $15
Net realized gain (loss) on investments 1
Net unrealized appreciation (depreciation) of investments (9)
____________
Net increase (decrease) in net assets resulting from operations 7
Changes from principal transactions:
Purchase payments 256
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 256
____________
Total increase (decrease) 263
____________
NET ASSETS AT DECEMBER 31, 1997 263
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Appre-
ciation
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $30
Net realized gain (loss) on investments 3
Net unrealized appreciation (depreciation) of investments 52
____________
Net increase (decrease) in net assets resulting from operations 85
Changes from principal transactions:
Purchase payments 595
Contract distributions and terminations (21)
Transfer payments from (to) Fixed Accounts and other Divisions 52
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 626
____________
Total increase (decrease) 711
____________
NET ASSETS AT DECEMBER 31, 1998 $974
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
High
Income
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1)
Net realized gain (loss) on investments 1
Net unrealized appreciation (depreciation) of investments 3
____________
Net increase (decrease) in net assets resulting from operations 3
Changes from principal transactions:
Purchase payments 206
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions --
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 206
____________
Total increase (decrease) 209
____________
NET ASSETS AT DECEMBER 31, 1997 209
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
High
Income
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $36
Net realized gain (loss) on investments 8
Net unrealized appreciation (depreciation) of investments (66)
____________
Net increase (decrease) in net assets resulting from operations (22)
Changes from principal transactions:
Purchase payments 530
Contract distributions and terminations (15)
Transfer payments from (to) Fixed Accounts and other Divisions 104
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 619
____________
Total increase (decrease) 597
____________
NET ASSETS AT DECEMBER 31, 1998 $806
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Large Cap
Value
Division
(c)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($1)
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments 7
____________
Net increase (decrease) in net assets resulting from operations 6
Changes from principal transactions:
Purchase payments 204
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 5
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 209
____________
Total increase (decrease) 215
____________
NET ASSETS AT DECEMBER 31, 1997 215
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Large Cap
Value
Division
(c)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $14
Net realized gain (loss) on investments 2
Net unrealized appreciation (depreciation) of investments 3
____________
Net increase (decrease) in net assets resulting from operations 19
Changes from principal transactions:
Purchase payments 429
Contract distributions and terminations (5)
Transfer payments from (to) Fixed Accounts and other Divisions 43
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 467
____________
Total increase (decrease) 486
____________
NET ASSETS AT DECEMBER 31, 1998 $701
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Inter-
national
Equity
Division
(d)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments ($5)
____________
Net increase (decrease) in net assets resulting from operations (5)
Changes from principal transactions:
Purchase payments 99
Contract distributions and terminations --
Transfer payments from (to) Fixed Accounts and other Divisions 2
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 101
____________
Total increase (decrease) 96
____________
NET ASSETS AT DECEMBER 31, 1997 96
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Inter-
national
Equity
Division
(d)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($3)
Net realized gain (loss) on investments (1)
Net unrealized appreciation (depreciation) of investments (2)
____________
Net increase (decrease) in net assets resulting from operations (6)
Changes from principal transactions:
Purchase payments 178
Contract distributions and terminations (4)
Transfer payments from (to) Fixed Accounts and other Divisions 62
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 236
____________
Total increase (decrease) 230
____________
NET ASSETS AT DECEMBER 31, 1998 $326
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Money
Market
Division
(e)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) --
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations --
Changes from principal transactions:
Purchase payments $183
Contract distributions and terminations (1)
Transfer payments from (to) Fixed Accounts and other Divisions (1)
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 181
____________
Total increase (decrease) 181
____________
NET ASSETS AT DECEMBER 31, 1997 181
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Smith
Barney
Money
Market
Division
(e)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $14
Net realized gain (loss) on investments --
Net unrealized appreciation (depreciation) of investments --
____________
Net increase (decrease) in net assets resulting from operations 14
Changes from principal transactions:
Purchase payments 565
Contract distributions and terminations (25)
Transfer payments from (to) Fixed Accounts and other Divisions (417)
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 123
____________
Total increase (decrease) 137
____________
NET ASSETS AT DECEMBER 31, 1998 $318
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division
(f)
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $81
Net realized gain (loss) on investments (12)
Net unrealized appreciation (depreciation) of investments (93)
____________
Net increase (decrease) in net assets resulting from operations (24)
Changes from principal transactions:
Purchase payments 1,825
Contract distributions and terminations (2)
Transfer payments from (to) Fixed Accounts and other Divisions 182
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 2,005
____________
Total increase (decrease) 1,981
____________
NET ASSETS AT DECEMBER 31, 1997 1,981
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Inter-
national
Equity
Division
(f)
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ($179)
Net realized gain (loss) on investments (556)
Net unrealized appreciation (depreciation) of investments 1,647
____________
Net increase (decrease) in net assets resulting from operations 912
Changes from principal transactions:
Purchase payments 41,775
Contract distributions and terminations (940)
Transfer payments from (to) Fixed Accounts and other Divisions 6,037
Addition to assets retained in the Account
by Golden American Life Insurance Company --
____________
Increase (decrease) in net assets derived from principal
transactions 46,872
____________
Total increase (decrease) 47,784
____________
NET ASSETS AT DECEMBER 31, 1998 $49,765
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
NET ASSETS AT JANUARY 1, 1997 $1,184,573
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) 81,285
Net realized gain (loss) on investments 31,070
Net unrealized appreciation (depreciation) of investments 75,558
____________
Net increase (decrease) in net assets resulting from operations 187,913
Changes from principal transactions:
Purchase payments 304,259
Contract distributions and terminations (184,701)
Transfer payments from (to) Fixed Accounts and other Divisions 111,251
Addition to (reallocation from) assets retained in the Account
by Golden American Life Insurance Company 976
____________
Increase (decrease) in net assets derived from principal
transactions 231,785
____________
Total increase (decrease) 419,698
____________
NET ASSETS AT DECEMBER 31, 1997 1,604,271
</TABLE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Combined
____________
<S> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) $125,356
Net realized gain (loss) on investments 22,265
Net unrealized appreciation (depreciation) of investments 39,447
____________
Net increase (decrease) in net assets resulting from operations 187,068
Changes from principal transactions:
Purchase payments 1,536,754
Contract distributions and terminations (247,928)
Transfer payments from (to) Fixed Accounts and other Divisions 237,766
Addition to assets retained in the Account
by Golden American Life Insurance Company 274
____________
Increase (decrease) in net assets derived from principal
transactions 1,526,866
____________
Total increase (decrease) 1,713,934
____________
NET ASSETS AT DECEMBER 31, 1998 $3,318,205
============
<FN>
(a) Commencement of operations, February 3, 1997
(b) Commencement of operations, February 4, 1997
(c) Commencement of operations, August 26, 1997
(d) Commencement of operations, September 18, 1997
(e) Commencement of operations, September 24, 1997
(f) Commencement of operations, October 9, 1997
(g) Commencement of operations, October 24, 1997
(h) Commencement of operations, March 2, 1998
(i) Commencement of operations, May 8, 1998
(j) Commencement of operations, May 11, 1998
</TABLE>
See accompanying notes.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - ORGANIZATION
Golden American Life Insurance Company Separate Account B (the "Account") was
established by Golden American Life Insurance Company ("Golden American") to
support the operations of variable annuity contracts ("Contracts"). Golden
American is primarily engaged in the issuance of variable insurance products
and is licensed as a life insurance company in the District of Columbia and
all states except New York. The Account is registered as a unit investment
trust with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. Golden American provides for variable
accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the Golden
American Guaranteed Interest Division, the Golden American Fixed Interest
Division and the Fixed Separate Account, which are not part of the Account,
as directed by the Contractowners. The portion of the Account's assets
applicable to Contracts will not be chargeable with liabilities arising out
of any other business Golden American may conduct, but obligations of the
Account, including the promise to make benefit payments, are obligations of
Golden American. The assets and liabilities of the Account are clearly
identified and distinguished from the other assets and liabilities of Golden
American.
During 1998, the Account had GoldenSelect Contracts and Granite PrimElite
Contracts. GoldenSelect Contracts sold by Golden American during 1998
include DVA 100, DVA Series 100, DVA PLUS, ACCESS, PREMIUM PLUS and ESII.
During 1998, the Account had GoldenSelect Contracts (DVA 80) which were no
longer being sold.
At December 31, 1998, the Account had, under GoldenSelect Contracts, twenty-
six investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets,
All-Growth, Real Estate, Fully Managed, Multiple Allocation, Capital
Appreciation, Rising Dividends, Emerging Markets, Market Manager, Value
Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap Growth (formerly
OTC), Growth & Income, Research, Total Return, Value + Growth, Global Fixed
Income, Developing World, Growth Opportunities, PIMCO High Yield Bond, PIMCO
StocksPLUS Growth and Income and International Equity Divisions
("Divisions"). The Account also had, under Granite PrimElite Contracts,
eight investment divisions: Mid-Cap Growth (formerly OTC), Research, Total
Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap Value
(formerly Smith Barney Income and Growth), Smith Barney International Equity
and Smith Barney Money Market Divisions (collectively with the divisions
noted above, "Divisions"). The assets in each Division are invested in shares
of a designated series ("Series," which may also be referred to as
"Portfolio") of mutual funds, The GCG Trust, the Travelers Series Fund Inc.,
the Greenwich Street Series Fund Inc. (formerly the Smith Barney Series Fund
Inc.), the Warburg Pincus Trust or the PIMCO Variable Insurance Trust (the
"Trusts"). The Account also includes The Fund For Life Division, which is not
included in the accompanying financial statements, and which ceased to accept
new Contracts effective December 31, 1994.
Prior to August 14, 1998, the Account also had certain investment divisions
available from the Equi-Select Series Trust. In an effort to consolidate
operations, Golden American requested permission from the Securities and
Exchange Commission ("SEC") to substitute shares of each Portfolio of the
Equi-Select Series Trust with shares of a similar Series of The GCG Trust.
On August 14, 1998, after approval from the SEC, shares of each Portfolio of
the Equi-Select Series Trust were substituted with shares of a similar Series
of The GCG Trust. The consolidation resulted in the following Series being
substituted from The GCG Trust:
<TABLE>
<CAPTION>
Equi-Select Series Trust The GCG Trust
Investment Division Investment Division
___________________________ ___________________________
<S> <S>
International Fixed Income Global Fixed Income
OTC Mid-Cap Growth
Research Research
Total Return Total Return
Value + Growth Value + Growth
Growth & Income Growth & Income
</TABLE>
The Market Manager Division was open for investment for only a brief period
during 1994 and 1995. This Division is now closed and Contractowners are not
permitted to direct their investments into this Division.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies of the
Account:
USE OF ESTIMATES: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
INVESTMENTS: Investments are made in shares of a Series or Portfolio of the
Trusts and are valued at the net asset value per share of the respective
Series or Portfolio of the Trusts. Investment transactions in each Series or
Portfolio of the Trusts are recorded on the trade date. Distributions of net
investment income and capital gains from each Series or Portfolio of the
Trusts are recognized on the ex-distribution date. Realized gains and losses
on redemptions of the shares of the Series or Portfolio of the Trusts are
determined on the specific identification basis.
FEDERAL INCOME TAXES: Operations of the Account form a part of, and are
taxed with, the total operations of Golden American which is taxed as a life
insurance company under the Internal Revenue Code. Earnings and realized
capital gains of the Account attributable to the Contractowners are excluded
in the determination of the federal income tax liability of Golden American.
NOTE 3 - CHARGES AND FEES
The DVA PLUS, ACCESS and the PREMIUM PLUS each have three different death
benefit options referred to as Standard, Annual Ratchet and 7% Solution;
however, in the state of Washington, the 5.5% Solution is offered instead of
the 7% Solution. Granite PrimElite has two death benefit options referred to
as Standard and Annual Ratchet. Golden American discontinued external sales
of DVA 80 in May 1991. In December 1995, Golden American also discontinued
external sales of DVA 100, however, the DVA 100 contracts continue to be
available to Golden American employees and agents. Under the terms of the
Contracts, certain charges are allocated to the Contracts to cover Golden
American's expenses in connection with the issuance and administration of the
Contracts. Following is a summary of these charges:
MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and
expense risks related to the operations of the Account and, in accordance
with the terms of the Contracts, deducts a daily charge from the assets of
the Account.
Daily charges deducted at annual rates to cover these risks are as
follows:
<TABLE>
<CAPTION>
Series Annual Rates
__________________________________ __________________
<S> <C>
DVA 80 0.80%
DVA 100 0.90
DVA Series 100 1.25
DVA PLUS - Standard 1.10
DVA PLUS - Annual Ratchet 1.25
DVA PLUS - 5.5% Solution 1.25
DVA PLUS - 7% Solution 1.40
ACCESS - Standard 1.25
ACCESS - Annual Ratchet 1.40
ACCESS - 5.5% Solution 1.40
ACCESS - 7% Solution 1.55
PREMIUM PLUS - Standard 1.25
PREMIUM PLUS - Annual Ratchet 1.40
PREMIUM PLUS - 5.5% Solution 1.40
PREMIUM PLUS - 7% Solution 1.55
ES II 1.25
Granite PrimElite - Standard 1.10
Granite PrimElite - Annual Ratchet 1.25
</TABLE>
ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of .10%
is deducted from assets attributable to DVA 100 and DVA Series 100 Contracts.
A daily charge at an annual rate of .15% is deducted from the assets
attributable to the DVA PLUS, ACCESS, PREMIUM PLUS, ESII and Granite
PrimElite Contracts.
ADMINISTRATIVE CHARGES: An administrative charge is deducted from the
accumulation value of Deferred Annuity Contracts to cover ongoing
administrative expenses. The charge is $30 per Contract year for ES II
contracts. For all other Contracts the charge is $40. The charge is
incurred at the beginning of the Contract processing period and deducted at
the end of the Contract processing period. This charge has been waived for
certain offerings of the Contracts.
MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a minimum
death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death
benefit per Contract year is deducted from the accumulation value of Deferred
Annuity Contracts on each Contract anniversary date.
CONTINGENT DEFERRED SALES CHARGES: Under DVA PLUS, PREMIUM PLUS, ES II and
Granite PrimElite Contracts, a contingent deferred sales charge ("Surrender
Charge") is imposed as a percentage of each premium payment if the Contract
is surrendered or an excess partial withdrawal is taken. The following table
reflects the surrender charge that is assessed, based upon the date a premium
payment is received.
<TABLE>
<CAPTION>
Complete Years Elapsed
Since Premium Payment Surrender Charge
_____________________ _______________________________________________________
PREMIUM Granite
DVA PLUS PLUS ES II PrimElite
_____________ _____________ _____________ _____________
<S> <C> <C> <C> <C>
0 7% 8% 8% 7%
1 7 8 7 7
2 6 8 6 6
3 5 8 5 5
4 4 7 4 4
5 3 6 3 3
6 1 5 2 1
7 -- 3 1 --
8 -- 1 -- --
9+ -- -- -- --
</TABLE>
OTHER CONTRACT CHARGES: Under DVA 80, DVA 100 and DVA Series 100 Contracts,
a charge is deducted from the accumulation value for Contracts taking more
than one conventional partial withdrawal during a Contract year. For DVA 80
and DVA 100 Contracts, annual distribution fees are deducted from the
Contract accumulation values.
DEFERRED SALES LOAD: Under Contracts offered prior to October 1995, a sales
load of up to 7.5% was assessed against each premium payment for sales-
related expenses as specified in the Contracts. For DVA Series 100, the
sales load is deducted in equal annual installments over the period the
Contract is in force, not to exceed 10 years. For DVA 80 and DVA 100
Contracts, although the sales load is chargeable to each premium when it is
received by Golden American, the amount of such charge is initially advanced
by Golden American to Contractowners and included in the accumulation value
and then deducted in equal installments on each Contract anniversary date
over a period of six years. Upon surrender of the Contract, the unamortized
deferred sales load is deducted from the accumulation value by Golden
American. In addition, when partial withdrawal limits are exceeded, a
portion of the unamortized deferred sales load is deducted.
PREMIUM TAXES: For certain Contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract. The amount and
timing of the deduction depend on the annuitant's state of residence and
currently ranges up to 3.5% of premiums.
FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various types
of Contracts are currently waived by Golden American. Golden American
reserves the right to discontinue these waivers at its discretion or to
conform with changes in the law.
A summary of the net assets retained in the Account, representing the
unamortized deferred sales load and premium taxes advanced by Golden American
previously noted, follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
___________________________________
1998 1997
_______________ _________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Balance at beginning of year $17,009 $26,612
Sales load advanced 274 616
Premium tax advanced -- 7
Net transfer from Fixed Account
and other Divisions -- 353
Amortization of deferred sales load
and premium tax (8,280) (10,579)
_______________ _________________
Balance at end of year $9,003 $17,009
=============== =================
</TABLE>
NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments were
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1998
_________________________
PURCHASES SALES
_________________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
The GCG Trust:
Liquid Asset Series $570,537 $452,115
Limited Maturity Bond Series 71,742 22,970
Hard Assets Series 17,730 17,975
All-Growth Series 16,647 13,146
Real Estate Series 29,007 13,733
Fully Managed Series 83,688 7,148
Multiple Allocation Series 52,037 32,159
Capital Appreciation Series 83,259 17,034
Rising Dividends Series 270,955 7,361
Emerging Markets Series 2,644 7,107
Market Manager Series 342 292
Value Equity Series 58,297 6,136
Strategic Equity Series 31,008 5,375
Small Cap Series 63,182 9,735
Managed Global Series 41,119 39,355
Mid-Cap Growth Series 97,494 8,444
Growth & Income Series 132,350 6,850
Research Series 237,915 6,540
Total Return Series 202,032 1,560
Value + Growth Series 119,241 13,912
Global Fixed Income Series 14,270 5,161
Developing World Series 7,293 2,662
Growth Opportunities Series 7,214 3,196
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio 52,726 6,256
PIMCO StocksPLUS Growth and Income Portfolio 49,898 2,237
Greenwich Street Series Fund Inc.:
Appreciation Portfolio 739 82
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio 878 222
Smith Barney Large Cap Value Porfolio 513 32
Smith Barney International Equity Portfolio 245 12
Smith Barney Money Market Portfolio 630 494
Warburg Pincus Trust:
International Equity Portfolio 370,938 324,226
_________________________
COMBINED $2,686,570 $1,033,527
=========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1997
_________________________
PURCHASES SALES
_________________________
(DOLLARS IN THOUSANDS)
<S> <C> <C>
The GCG Trust:
Liquid Asset Series $94,848 $75,062
Limited Maturity Bond Series 12,572 13,891
Hard Assets Series 21,526 12,693
All-Growth Series 7,468 14,683
Real Estate Series 24,254 8,239
Fully Managed Series 27,691 11,768
Multiple Allocation Series 30,819 55,031
Capital Appreciation Series 41,409 24,135
Rising Dividends Series 63,949 8,887
Emerging Markets Series 8,023 6,846
Market Manager Series 467 623
Value Equity Series 32,557 4,409
Strategic Equity Series 19,475 4,918
Small Cap Series 25,870 10,563
Managed Global Series 37,985 21,524
Mid-Cap Growth Series 18,373 3,328
Growth & Income Series 37,291 1,763
Research Series 34,430 419
Total Return Series 26,167 354
Value + Growth Series 30,053 5,950
Global Fixed Income Series 224 7
Developing World Series -- --
Growth Opportunities Series -- --
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio -- --
PIMCO StocksPLUS Growth and Income Portfolio -- --
Greenwich Street Series Fund Inc.:
Appreciation Portfolio 283 12
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio 216 11
Smith Barney Large Cap Value Porfolio 210 1
Smith Barney International Equity Portfolio 103 2
Smith Barney Money Market Portfolio 194 12
Warburg Pincus Trust:
International Equity Portfolio 2,146 59
_________________________
COMBINED $598,603 $285,190
=========================
</TABLE>
NOTE 5 - SUMMARY OF CHANGES FROM UNIT TRANSACTIONS
Contractowners' transactions shown in the following table reflect gross
inflows ("Purchases") and outflows ("Sales") in units for each Division. The
activity includes Contractowners electing to update a DVA 100 or DVA Series
100 Contract to a DVA PLUS Contract. Updates to DVA PLUS Contracts resulted
in both a sale (surrender of the old Contract) and a purchase (acquisition of
the new Contract). All of the purchase transactions for the Market Manager
Division resulted from such updates.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1998
_________________________
PURCHASES SALES
_________________________
<S> <C> <C>
Liquid Asset Division 46,713,872 38,496,936
Limited Maturity Bond Division 5,263,273 2,390,944
Hard Assets Division 1,390,271 1,503,254
All-Growth Division 1,876,296 1,557,867
Real Estate Division 1,269,259 1,003,769
Fully Managed Division 4,432,536 1,393,191
Multiple Allocation Division 2,439,316 2,628,892
Capital Appreciation Division 3,704,327 1,712,022
Rising Dividends Division 13,285,423 1,798,264
Emerging Markets Division 737,697 1,279,884
Market Manager Division 16,579 26,443
Value Equity Division 3,639,566 936,377
Strategic Equity Division 2,329,825 828,876
Small Cap Division 5,737,867 1,727,666
Managed Global Division 3,637,963 3,808,355
Mid-Cap Growth Division 5,201,859 1,073,702
Growth & Income Division 8,700,243 1,061,928
Research Division 11,776,149 1,145,700
Total Return Division 11,841,572 542,519
Value + Growth Division 8,862,606 1,834,396
Global Fixed Income Division 1,199,981 486,199
Developing World Division 1,034,819 414,729
Growth Opportunities Division 801,993 373,469
PIMCO High Yield Bond Division 5,575,890 995,489
PIMCO StocksPLUS Growth and Income Division 5,235,676 567,893
Appreciation Division 45,518 5,062
Smith Barney High Income Division 59,777 15,706
Smith Barney Large Cap Value Division 25,818 1,496
Smith Barney International Equity Division 13,627 659
Smith Barney Money Market Division 55,074 43,687
International Equity Division 34,755,360 31,779,305
_________________________
COMBINED 191,660,032 101,434,679
=========================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
_________________________
1997
_________________________
PURCHASES SALES
_________________________
<S> <C> <C>
Liquid Asset Division 8,859,035 7,508,736
Limited Maturity Bond Division 814,102 1,099,923
Hard Assets Division 955,532 934,748
All-Growth Division 902,597 1,467,510
Real Estate Division 1,165,038 633,059
Fully Managed Division 1,588,523 1,271,492
Multiple Allocation Division 858,882 3,296,283
Capital Appreciation Division 1,899,517 1,801,059
Rising Dividends Division 4,263,972 1,391,248
Emerging Markets Division 1,231,916 1,082,071
Market Manager Division -- 31,196
Value Equity Division 1,792,574 522,420
Strategic Equity Division 1,539,555 551,638
Small Cap Division 3,022,647 1,720,403
Managed Global Division 3,674,935 2,873,007
Mid-Cap Growth Division 1,166,129 357,910
Growth & Income Division 2,623,649 368,883
Research Division 1,962,393 137,427
Total Return Division 1,683,989 52,603
Value + Growth Division 2,598,824 818,375
Global Fixed Income Division 18,902 1,482
Developing World Division -- --
Growth Opportunities Division -- --
PIMCO High Yield Bond Division -- --
PIMCO StocksPLUS Growth and Income Division -- --
Appreciation Division 19,581 822
Smith Barney High Income Division 15,972 739
Smith Barney Large Cap Value Division 12,176 39
Smith Barney International Equity Division 7,216 138
Smith Barney Money Market Division 17,685 1,114
International Equity Division 208,851 9,015
_________________________
COMBINED 42,904,192 27,933,340
=========================
</TABLE>
NOTE 6 - NET ASSETS
Investments at net asset value less the payable to Golden American Life
Insurance Company for charges and fees at December 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>
Limited
Liquid Maturity Hard All-
Asset Bond Assets Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $166,620 $85,663 $27,056 $64,169
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 9,139 17,885 17,001 8,405
Net unrealized appreciation
(depreciation) of
investments -- (716) (14,354) 9,233
_____________________________________________________
$175,759 $102,832 $29,703 $81,807
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Real Fully Multiple Capital
Estate Managed Allocation Appreciation
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $51,262 $167,589 $134,591 $146,874
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 26,016 48,555 134,202 74,724
Net unrealized appreciation
(depreciation) of
investments (8,283) 10,222 5,117 34,980
_____________________________________________________
$68,995 $226,366 $273,910 $256,578
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Rising Emerging Market Value
Dividends Markets Manager Equity
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $394,953 $46,675 $2,242 $109,242
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 26,832 (14,912) 2,060 13,560
Net unrealized appreciation
(depreciation) of
investments 78,831 (9,509) 3,405 3,392
_____________________________________________________
$500,616 $22,254 $7,707 $126,194
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Strategic Small Managed Mid-Cap
Equity Cap Global Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $61,578 $103,543 $90,360 $103,719
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 8,326 (467) 20,177 5,764
Net unrealized appreciation
(depreciation) of
investments 1,444 21,169 20,147 7,361
_____________________________________________________
$71,348 $124,245 $130,684 $116,844
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Growth & Total Value +
Income Research Return Growth
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $162,972 $254,403 $216,406 $124,813
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 7,050 11,860 9,989 4,268
Net unrealized appreciation
(depreciation) of
investments 8,928 17,266 1,440 13,987
_____________________________________________________
$178,950 $283,529 $227,835 $143,068
=====================================================
</TABLE>
<TABLE>
<CAPTION>
PIMCO
Global Growth High
Fixed Developing Oppor- Yield
Income World tunities Bond
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $9,140 $4,651 $4,025 $45,637
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 398 (288) (243) 499
Net unrealized appreciation
(depreciation) of
investments (10) 149 349 (18)
_____________________________________________________
$9,528 $4,512 $4,131 $46,118
=====================================================
</TABLE>
<TABLE>
<CAPTION>
PIMCO Smith Smith
StocksPLUS Barney Barney
Growth and Appre- High Large Cap
Income ciation Income Value
Division Division Division Division
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $46,830 $882 $825 $676
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments 717 49 44 15
Net unrealized appreciation
(depreciation) of
investments 4,255 43 (63) 10
_____________________________________________________
$51,802 $974 $806 $701
=====================================================
</TABLE>
<TABLE>
<CAPTION>
Smith
Barney Smith
Inter- Barney Inter-
national Money national
Equity Market Equity
Division Division Division Combined
_____________________________________________________
(Dollars in thousands)
<S> <C> <C> <C> <C>
Unit transactions $337 $304 $48,877 $2,676,914
Accumulated net investment
income (loss) and net
realized gain (loss) on
investments (4) 14 (666) 430,969
Net unrealized appreciation
(depreciation) of
investments (7) -- 1,554 210,322
_____________________________________________________
$326 $318 $49,765 $3,318,205
=====================================================
</TABLE>
NOTE 7 - UNIT VALUES
Accumulation unit value information (which is based on total assets) for
units outstanding by Contract type as of December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
LIQUID ASSET
Currently payable annuity products:
DVA 80 2,728 $15.19 $41
DVA 100 2,657 14.89 40
Contracts in accumulation period:
DVA 80 371,896 15.19 5,650
DVA 100 1,765,308 14.89 26,288
DVA Series 100 50,601 14.38 727
DVA PLUS - Standard 489,531 14.54 7,118
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,587,645 14.33 51,394
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,964,038 14.11 41,830
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,069,965 13.88 42,610
____________
175,698
LIMITED MATURITY BOND
Currently payable annuity products:
DVA 80 8,126 17.77 144
DVA 100 17,655 17.42 307
Contracts in accumulation period:
DVA 80 91,829 17.77 1,632
DVA 100 2,069,663 17.42 36,045
DVA Series 100 22,995 16.81 387
DVA PLUS - Standard 263,074 17.02 4,478
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,557,946 16.77 26,124
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,121,400 16.52 18,525
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 937,378 16.25 15,230
____________
102,872
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
HARD ASSETS
Currently payable annuity products:
DVA 80 365 $15.15 $6
DVA 100 8,649 14.85 128
Contracts in accumulation period:
DVA 80 58,984 15.15 893
DVA 100 744,236 14.85 11,050
DVA Series 100 23,997 14.33 344
DVA PLUS - Standard 146,678 14.50 2,126
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 258,034 14.28 3,685
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 609,087 14.07 8,570
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 210,821 13.84 2,917
____________
29,719
ALL-GROWTH
Currently payable annuity products:
DVA 80 474 16.36 8
DVA 100 11,790 16.03 189
Contracts in accumulation period:
DVA 80 72,780 16.36 1,191
DVA 100 2,382,762 16.03 38,207
DVA Series 100 23,147 15.48 358
DVA PLUS - Standard 208,260 15.66 3,261
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 645,591 15.43 9,958
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,471,156 15.20 22,355
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 422,889 14.95 6,320
____________
81,847
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
REAL ESTATE
Currently payable annuity products:
DVA 80 1,101 $23.06 $25
DVA 100 21,684 22.60 490
Contracts in accumulation period:
DVA 80 33,563 23.06 774
DVA 100 1,136,778 22.60 25,692
DVA Series 100 9,562 21.82 209
DVA PLUS - Standard 170,494 22.07 3,763
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 436,867 21.74 9,498
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 914,501 21.42 19,588
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 426,516 21.07 8,985
____________
69,024
FULLY MANAGED
Currently payable annuity products:
DVA 80 2,737 21.78 60
DVA 100 60,779 21.34 1,297
Contracts in accumulation period:
DVA 80 96,116 21.78 2,093
DVA 100 4,072,871 21.34 86,930
DVA Series 100 33,313 20.61 686
DVA PLUS - Standard 544,623 20.84 11,351
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,628,157 20.53 33,431
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,780,652 20.23 56,246
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,727,706 19.90 34,373
____________
226,467
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MULTIPLE ALLOCATION
Currently payable annuity products:
DVA 80 14,541 $23.26 $338
DVA 100 90,029 22.80 2,053
Contracts in accumulation period:
DVA 80 405,816 23.26 9,440
DVA 100 7,709,073 22.80 175,791
DVA Series 100 64,749 22.01 1,425
DVA PLUS - Standard 395,764 22.27 8,812
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 800,489 21.94 17,560
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,980,779 21.61 42,806
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 744,366 21.26 15,822
____________
274,047
CAPITAL APPRECIATION
Currently payable annuity products:
DVA 80 7,669 25.47 195
DVA 100 44,548 25.13 1,119
Contracts in accumulation period:
DVA 80 83,297 25.47 2,122
DVA 100 4,645,391 25.13 116,756
DVA Series 100 49,076 24.55 1,205
DVA PLUS - Standard 413,115 24.75 10,223
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,342,757 24.50 32,897
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,787,732 24.26 67,619
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,023,964 23.98 24,551
____________
256,687
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
RISING DIVIDENDS
Currently payable annuity products:
DVA 80 12,379 $23.31 $289
DVA 100 15,367 23.06 355
Contracts in accumulation period:
DVA 80 127,116 23.31 2,962
DVA 100 4,450,237 23.06 102,628
DVA Series 100 92,161 22.64 2,086
DVA PLUS - Standard 1,199,087 22.79 27,323
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 4,591,470 22.61 103,810
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 7,386,288 22.43 165,696
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 4,305,084 22.22 95,669
____________
500,818
EMERGING MARKETS
Currently payable annuity products:
DVA 80 304 6.71 2
DVA 100 9,591 6.64 64
Contracts in accumulation period:
DVA 80 68,213 6.71 458
DVA 100 1,539,408 6.64 10,224
DVA Series 100 23,813 6.52 155
DVA PLUS - Standard 266,800 6.56 1,751
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 271,025 6.51 1,765
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,177,915 6.46 7,610
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 37,134 6.40 238
____________
22,267
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MARKET MANAGER
Contracts in accumulation period:
DVA 100 332,519 $23.71 $7,884
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 7,958 23.14 184
____________
8,068
VALUE EQUITY
Currently payable annuity products:
DVA 80 409 18.73 8
DVA 100 2,145 18.58 40
Contracts in accumulation period:
DVA 80 29,033 18.73 544
DVA 100 1,049,863 18.58 19,502
DVA Series 100 20,539 18.32 376
DVA PLUS - Standard 454,942 18.41 8,377
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,415,540 18.31 25,913
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,736,310 18.20 49,797
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,201,314 18.06 21,692
____________
126,249
STRATEGIC EQUITY
Currently payable annuity products:
DVA 100 34,850 14.40 502
Contracts in accumulation period:
DVA 80 53,353 14.49 773
DVA 100 737,255 14.40 10,615
DVA Series 100 22,096 14.23 315
DVA PLUS - Standard 508,588 14.30 7,272
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,105,850 14.23 15,735
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,731,615 14.16 24,521
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 827,477 14.07 11,644
____________
71,377
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
SMALL CAP
Currently payable annuity products:
DVA 100 6,856 $15.55 $107
Contracts in accumulation period:
DVA 80 46,417 15.65 726
DVA 100 694,347 15.55 10,801
DVA Series 100 18,405 15.39 283
DVA PLUS - Standard 446,934 15.44 6,900
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 2,476,498 15.37 38,058
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,086,639 15.30 47,219
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,326,706 15.23 20,204
____________
124,298
MANAGED GLOBAL
Currently payable annuity products:
DVA 80 295 15.46 5
DVA 100 16,286 15.27 249
Contracts in accumulation period:
DVA 80 31,668 15.46 489
DVA 100 3,928,543 15.27 59,981
DVA Series 100 47,894 14.95 716
DVA PLUS - Standard 649,216 15.02 9,753
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 610,300 14.88 9,084
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,354,682 14.75 49,469
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 67,979 14.59 992
____________
130,738
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
MID-CAP GROWTH
Contracts in accumulation period:
DVA 80 31,935 $23.04 $736
DVA 100 315,603 22.84 7,210
DVA Series 100 12,309 22.50 277
DVA PLUS - Standard 173,070 22.60 3,912
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,905,008 22.43 42,722
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,527,664 22.31 34,087
Granite PrimElite - Standard 981 22.60 22
Granite PrimElite - Annual Ratchet 23,659 22.43 531
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,235,724 22.17 27,396
____________
116,893
GROWTH & INCOME
Contracts in accumulation period:
DVA 80 9,045 17.29 156
DVA 100 486,360 17.20 8,365
DVA Series 100 9,399 17.03 160
DVA PLUS - Standard 537,480 17.08 9,180
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,297,314 17.01 56,089
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,474,459 16.94 58,850
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 2,741,015 16.87 46,233
____________
179,033
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
RESEARCH
Contracts in accumulation period:
DVA 80 14,054 $23.47 $330
DVA 100 488,822 23.27 11,377
DVA Series 100 20,718 22.93 475
DVA PLUS - Standard 437,189 23.03 10,068
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,902,974 22.89 89,339
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,875,695 22.73 88,107
Granite PrimElite - Standard 3,070 23.03 71
Granite PrimElite - Annual Ratchet 38,692 22.89 886
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,674,201 22.59 82,990
____________
283,643
TOTAL RETURN
Contracts in accumulation period:
DVA 80 2,035 18.17 37
DVA 100 431,678 18.02 7,778
DVA Series 100 6,695 17.75 119
DVA PLUS - Standard 616,433 17.83 10,989
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,982,960 17.72 70,569
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 3,973,034 17.60 69,922
Granite PrimElite - Standard 10,098 17.83 180
Granite PrimElite - Annual Ratchet 32,769 17.72 581
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 3,874,737 17.49 67,753
____________
227,928
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
VALUE + GROWTH
Contracts in accumulation period:
DVA 80 35,295 $16.57 $585
DVA 100 299,829 16.47 4,940
DVA Series 100 11,112 16.31 181
DVA PLUS - Standard 362,210 16.36 5,926
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 3,293,704 16.29 53,670
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 2,452,149 16.22 39,786
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 2,354,360 16.16 38,039
____________
143,127
GLOBAL FIXED INCOME
Contracts in accumulation period:
DVA 80 1,419 13.42 19
DVA 100 13,446 13.31 179
DVA PLUS - Standard 6,337 13.17 83
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 396,068 13.09 5,184
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 119,924 13.00 1,560
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 194,008 12.92 2,506
____________
9,531
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
DEVELOPING WORLD
Contracts in accumulation period:
DVA 80 3,368 $7.32 $25
DVA 100 4,598 7.31 34
DVA PLUS - Standard 617 7.29 5
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 417,221 7.28 3,039
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 82,414 7.27 599
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 111,872 7.26 812
____________
4,514
GROWTH OPPORTUNITIES
Contracts in accumulation period:
DVA 100 13,050 9.69 126
DVA PLUS - Standard 5,235 9.67 51
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 141,597 9.65 1,367
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 126,683 9.64 1,221
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 141,959 9.63 1,367
____________
4,132
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
PIMCO HIGH YIELD BOND
Contracts in accumulation period:
DVA 80 2,973 $10.12 $30
DVA 100 107,998 10.11 1,092
DVA PLUS - Standard 213,774 10.09 2,157
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,630,971 10.08 16,440
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 1,066,219 10.07 10,737
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,558,466 10.06 15,678
____________
46,134
PIMCO STOCKSPLUS GROWTH AND INCOME
Contracts in accumulation period:
DVA 80 13,664 11.16 152
DVA 100 160,283 11.14 1,786
DVA PLUS - Standard 112,706 11.12 1,253
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 1,527,697 11.11 16,975
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 942,738 11.10 10,465
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,910,695 11.09 21,188
____________
51,819
</TABLE>
<TABLE>
<CAPTION>
UNIT TOTAL UNIT
DIVISION/CONTRACT UNITS VALUE VALUE
______________________________________________________________________________
(IN THOUSANDS)
<S> <C> <C> <C>
APPRECIATION
Contracts in accumulation period:
Granite PrimElite - Standard 1,108 $16.53 $18
Granite PrimElite - Annual Ratchet 58,107 16.47 957
____________
975
SMITH BARNEY HIGH INCOME
Contracts in accumulation period:
Granite PrimElite - Standard 12,711 13.66 174
Granite PrimElite - Annual Ratchet 46,593 13.58 633
____________
807
SMITH BARNEY LARGE CAP VALUE
Contracts in accumulation period:
Granite PrimElite - Standard 1,600 19.35 31
Granite PrimElite - Annual Ratchet 34,859 19.24 671
____________
702
SMITH BARNEY INTERNATIONAL EQUITY
Contracts in accumulation period:
Granite PrimElite - Standard 2,885 14.35 41
Granite PrimElite - Annual Ratchet 19,916 14.28 285
____________
326
SMITH BARNEY MONEY MARKET
Contracts in accumulation period:
Granite PrimElite - Standard 2,017 11.43 23
Granite PrimElite - Annual Ratchet 25,941 11.37 295
____________
318
INTERNATIONAL EQUITY
Contracts in accumulation period:
DVA PLUS - Annual Ratchet & 5.5% Solution,
ACCESS - Standard, PREMIUM PLUS - Standard,
ES II 2,422,075 10.29 24,919
DVA PLUS - 7% Solution,
ACCESS - Annual Ratchet & 5.5% Solution,
PREMIUM PLUS - Annual Ratchet &
5.5% Solution 680,861 10.32 7,025
ACCESS - 7% Solution,
PREMIUM PLUS - 7% Solution 1,736,713 10.27 17,841
____________
49,785
_____________ ____________
COMBINED 183,098,947 $3,319,843
============= ============
</TABLE>
7
<PAGE>
<PAGE>
APPENDIX: DESCRIPTION OF BOND RATINGS
Excerpts from Moody's Investors Service, Inc. ("Moody's) description
of its bond ratings:
Aaa: Judged to be the best quality; they carry the smallest degree of
investment risk.
Aa: Judged to be of high quality by all standards; together with the
Aaa group, they comprise what are generally known as high grade
bonds.
A: Possess many favorable investment attributes and are to be
considered as "upper medium grade obligations."
Baa: Considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured; interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time.
Ba: Judged to have speculative elements; their future cannot be
considered as well assured.
B: Generally lack characteristics of the desirable investment.
Caa: Are of poor standing; such issues may be in default or there may
be present elements of danger with respect to principal or
interest.
Ca Speculative in a high degree; often in default.
C: Lowest rate class of bonds; regarded as having extremely poor
prospects.
Moody's also applies numerical indicators 1, 2 and 3 to rating
categories. The modifier 1 indicates that the security is in the
higher end of its rating category; 2 indicates a mid-range ranking;
and 3 indicates a ranking toward the lower end of the category.
Excerpts from Standard & Poor's Rating Group ("Standard & Poor's")
description of its bond ratings:
AAA: Highest grade obligations; capacity to pay interest and repay
principal is extremely strong.
AA: Also qualify as high grade obligations; a very strong capacity
to pay interest and repay principal and differs from AAA issues
only in small degree.
A: Regarded as upper medium grade; they have a strong capacity to
pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances
and economic conditions than debt in higher rated categories.
BBB: Regarded as having an adequate capacity to pay interest and
repay principal; whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
than in higher rated categories - this group is the lowest which
qualifies for commercial bank investment.
BB, B,
CCC,
CC: Predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with terms of the
obligation: BB indicates the lowest degree of speculation and CC
the highest.
Standard & Poor's applies indicators "+," no character, and "-"
to its rating categories. The indicators show relative standing
within the major rating categories.
A-1
<PAGE>
<PAGE>
PART C -- OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
(a) (1) All financial statements are included in either the Prospectuses
or the Statements of Additional Information, as indicated therein.
(2) Schedules I, III, and IV follow:
SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)
<TABLE>
<CAPTION>
Balance
Sheet
December 31, 1998 Cost 1 Value Amount
_______________________________________________________________________________
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and govern-
mental agencies and authorities $13,568 $13,742 $13,742
Foreign governments 2,028 2,036 2,036
Public utilities 67,710 67,809 67,809
Corporate securities 365,569 367,489 367,489
Other asset-backed securities 99,877 99,112 99,112
Mortgage-backed securities 191,020 191,797 191,797
___________ ___________ ___________
Total fixed maturities, available
for sale 739,772 741,985 741,985
Equity securities:
Common stocks: industrial, miscel-
laneous and all other 14,437 11,514 11,514
Mortgage loans on real estate 97,322 97,322
Policy loans 11,772 11,772
Short-term investments 41,152 41,152
___________ ___________
Total investments $904,455 $903,745
=========== ===========
<FN>
Note 1: Cost is defined as original cost for common stocks, amortized cost
for bonds and short-term investments, and unpaid principal for
policy loans and mortgage loans on real estate, adjusted for
amortization of premiums and accrual of discounts.
</TABLE>
<PAGE>
<PAGE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A B C D E F
________________________________________________________________________________
Future
Policy Other
De- Benefits, Policy
ferred Losses, Claims Insur-
Policy Claims Un- and ance
Acqui- and earned Bene- Premiums
sition Loss Revenue fits and
Segment Costs Expenses Reserve Payable Charges
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:
Life insurance $204,979 $881,112 $3,840 -- $39,119
Period October 25, 1997
through December 31, 1997:
Life insurance 12,752 505,304 1,189 $10 3,834
POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance N/A N/A N/A N/A 18,288
Period August 14, 1996
through December 31, 1996:
Life insurance 11,468 285,287 2,063 -- 8,768
PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:
Life insurance N/A N/A N/A N/A 12,259
</TABLE>
<PAGE>
<PAGE>
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
Column Column Column Column Column Column
A G H I J K
________________________________________________________________________________
Amorti-
Benefits zation
Claims, of
Losses Deferred
Net and Policy Other
Invest- Settle- Acqui- Opera-
ment ment sition ting Premiums
Segment Income Expenses Costs Expenses* Written
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:
Life insurance $42,485 $96,968 $5,148 ($26,406) --
Period October 25, 1997
through December 31, 1997:
Life insurance 5,127 7,413 892 1,137 --
POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:
Life insurance 21,656 19,401 1,674 20,234 --
Period August 14, 1996
through December 31, 1996:
Life insurance 5,795 7,003 244 8,066 --
PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:
Life insurance 4,990 5,270 2,436 8,847 --
<FN>
*This includes policy acquisition costs deferred for first year
commissions and interest bonuses, extra credit bonuses and other
expenses related to the production of new business. The cost
related to first year interest bonuses and the extra credit bonus
are included in benefits claims, losses and settlement expenses.
</TABLE>
SCHEDULE IV
REINSURANCE
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
_______________________________________________________________________________
Percen-
Assumed tage of
Ceded to from Amount
Gross Other Other Net Assumed
Amount Companies Companies Amount to Net
_______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
At December 31, 1998:
Life insurance in
force $181,456,000 $111,552,000 -- $69,904,000 --
============= ============== ========= ============ ========
At December 31, 1997:
Life insurance in
force $149,842,000 $96,686,000 -- $53,156,000 --
============= ============== ========= ============ ========
At December 31, 1996:
Life insurance in
force $86,192,000 $58,368,000 -- $27,824,000 --
============= ============== ========= ============ ========
</TABLE>
EXHIBITS
(b) (1) Resolution of the board of directors of Depositor authorizing the
establishment of the Registrant
(2) Not Applicable
(3) (a) Distribution Agreement between the Depositor and Directed
Services, Inc.
(b) Dealers Agreement
(c) Organizational Agreement
(d) (i) Addendum to Organizational Agreement
(ii) Expense Reimbursement Agreement
(e) Assignment Agreement for Organizational Agreement
(4) (a) Deferred Variable Annuity Contract
(b) Deferred Variable Annuity Certificate
(c) Deferred Variable Annuity Contract 100
(d) Deferred Variable Annuity Certficate 100
(5) Individual Deferred Variable Annuity Application
(6) (a) (i) Articles of Incorporation of Golden American Life
Insurance Company
(ii) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company
(iii) Certificate of Amendment of the Restated Articles of
Incorporation of MB Variable Life Insurance Company
(iv) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company
(12/28/93)
(6) (b) (i) By-Laws of Golden American Life Insurance Company
(ii) By-Laws of Golden American Life Insurance Company, as
amended
(iii) Certificate of Amendment of the By-Laws of MB Variable
Life Insurance Company, as amended
(iv) By-Laws of Golden American, as amended (12/21/93)
(6) (c) Resolution of the board of directors for Powers of Attorney
(7) Not applicable
(8) (a) Participation Agreement between Golden American
and PIMCO Variable Insurance Trust
(b) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa (1)
(c) Service Agreement between Golden American and Directed
Services, Inc. (1)
(d) Asset Management Agreement between Golden American and
ING Investment Management LLC
(e) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc.
(f) Revolving Note Payable between Golden American and
SunTrust Bank
(9) Opinion and Consent of Myles R. Tashman
(10) (a) Consent of Sutherland Asbill & Brennan LLP
(b) Consent of Independent Auditors
(c) Consent of Myles R. Tashman, incorporated in Item 9 of this
Part C, together with the Opinion of Myles R. Tashman.
(11) Not applicable
(12) Not applicable
(13) Schedule of Performance Data
(14) Not applicable
(15) Powers of Attorney
(16) Subsidiaries of ING Groep N.V.
_______________
(1) Incorporated herein by reference to post-effective amendment No. 28 to a
registration statement for Separate Account B filed with the Securities and
Exchange Commission on May 1, 1998 (File No. 33-23351).
ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR
Principal Position(s)
Name Business Address with Depositor
Barnett Chernow Golden American Life Ins. Co. President and
1475 Dunwoody Drive Director
West Chester, PA 19380
R. Brock Armstrong ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Michael W. Cunningham ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Linda B. Emory ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Phillip R. Lowery ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390
Myles R. Tashman Golden American Life Ins. Co. Director, Executive
1475 Dunwoody Drive Vice President, General
West Chester, PA 19380 Counsel and Secretary
James R. McInnis Golden American Life Ins. Co. Executive Vice
1475 Dunwoody Drive President
West Chester, PA 19380
Stephen J. Preston Golden American Life Ins. Co. Executive Vice President
1475 Dunwoody Drive and Chief Actuary
West Chester, PA 19380
Steven G. Mandel Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive
West Chester, PA 19380
Ronald R. Blasdell Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive
West Chester, PA 19380
E. Robert Koster Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Chief Financial
West Chester, PA 19380 Officer
David L. Jacobson Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Assistant Secretary
West Chester, PA 19380
William L. Lowe Equitable of Iowa Companies Senior Vice President,
909 Locust Street Sales & Marketing
Des Moines, IA 50309
Patricia M. Corbett Equitable of Iowa Companies Treasurer & Assistant
909 Locust Street Vice President
Des Moines, IA 50309
Lawrence W. Porter, M.D. Equitable of Iowa Companies Medical Director
909 Locust Street
Des Moines, IA 50309
ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The Depositor owns 100% of the stock of a New York company, First Golden
American Life Insurance Company of New York ("First Golden"). The primary
purpose for the formation of First Golden is to offer variable products
in the state of New York.
The following persons control or are under common control with the Depositor:
DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business
corporation organized under the laws of the State of New York, and is wholly
owned by ING Groep N.V. ("ING"). The primary purpose of DSI is to act as
a broker-dealer in securities. It acts as the principal underwriter and
distributor of variable insurance products including variable annuities as
required by the SEC. The contracts are issued by the Depositor. DSI also has
the power to carry on a general financial, securities, distribution, advisory
or investment advisory business; to act as a general agent or broker for
insurance companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial efficiency and
operation. DSI is also registered with the SEC as an investment adviser.
The registrant is a segregated asset account of the Company and is
therefore owned and controlled by the Company. All of the Company's
outstanding stock is owned and controlled by ING. Various companies
and other entities controlled by ING may therefore be considered to be
under common control with the registrant or the Company. Such other
companies and entities, together with the identity of their controlling
persons (where applicable), are set forth on the following organizational
chart.
The subsidiaries of ING are included as Exhibit 16.
Item 27: Number of Contract Owners
As of March 31, 1999, there are 21,470 qualified contract owners and
40,938 non-qualified contract owners in Golden American's Separate
Account B.
ITEM 28: INDEMNIFICATION
Golden American shall indemnify (including therein the prepayment of expenses)
any person who is or was a director, officer or employee, or who is or was
serving at the request of Golden American as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise for
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him with respect to any
threatened, pending or completed action, suit or proceedings against him by
reason of the fact that he is or was such a director, officer or employee to the
extent and in the manner permitted by law.
Golden American may also, to the extent permitted by law, indemnify any other
person who is or was serving Golden American in any capacity. The Board of
Directors shall have the power and authority to determine who may be indemnified
under this paragraph and to what extent (not to exceed the extent provided in
the above paragraph) any such person may be indemnified.
Golden American or its parents may purchase and maintain insurance on behalf
of any such person or persons to be indemnified under the provision in the
above paragraphs, against any such liability to the extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of 1933,
and therefore may be unenforceable. In the event that a claim of such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against the
Depositor by such director, officer or controlling person and the SEC is still
of the same opinion, the Depositor or Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by the Depositor is against public policy as expressed by the Securities Act of
1933 and will be governed by the final adjudication of such issue.
ITEM 29: PRINCIPAL UNDERWRITER
(a) At present, DSI, the Registrant's Distributor, also serves as principal
underwriter for all contracts issued by Golden American. DSI is the
principal underwriter for Separate Account A of Golden American,
Separate Account B of Golden American, Alger Separate Account A of Golden
American, Separate Account NY-B of First Golden, Separate Account A for
Equitable Life Insurance Company of Iowa and The GCG Trust.
(b) The following information is furnished with respect to the principal
officers and directors of Directed Services, Inc., the Registrant's
Distributor:
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------
Myles R. Tashman Director, Executive Vice Director, Executive Vice
Directed Services, Inc. President, General President, General
1475 Dunwoody Drive Counsel and Secretary Counsel and Secretary
West Chester, PA 19380
R. Lawrence Roth Director None
VESTAX Capital Corporation
1931 Georgetown Road
Hudson, OH 44236
James R. McInnis President Executive Vice President
Directed Services, Inc.
1475 Dunwoody Drive
West Chester, PA 19380
Barnett Chernow Director and Director and President
Directed Services, Inc. Executive Vice President
1475 Dunwoody Drive
West Chester, PA 19380
Stephen J. Preston Executive Vice President Executive Vice President
Directed Services, Inc. and Chief Actuary
1475 Dunwoody Drive
West Chester, PA 19380
David L. Jacobson Senior Vice President Senior Vice President
Directed Services, Inc. and Assistant Secretary
1475 Dunwoody Drive
West Chester, PA 19380
Jodie R. Schult Treasurer None
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309
(c)
1998 Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
----------- ----------- ---------- ----------- ------------
DSI $115,716,000 $0 $0 $0
ITEM 30: LOCATION OF ACCOUNTS AND RECORDS
Accounts and records are maintained by Golden American Life Insurance Company
at 1475 Dunwoody Drive, West Chester, PA 19380-1478 and by Equitable
Life Insurance Company of Iowa, an affiliate, at 909 Locust Street,
Des Moines, IA 50309.
ITEM 31: MANAGEMENT SERVICES
None.
ITEM 32: UNDERTAKINGS
(a) N/A;
(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information; and,
(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.
REPRESENTATION
1. The account meets definition of a "separate account" under federal
securities laws.
2. Golden American Life Insurance Company hereby represents that the fees
and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by the Company.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has caused this Registration Statement to be signed on its behalf, in
the City of West Chester, and State of Pennsylvania, on this 29th day of
April, 1999.
SEPARATE ACCOUNT B
(Registrant)
By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)
By:
--------------------
Barnett Chernow*
President
Attest: /s/ Marilyn Talman
------------------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary of Depositor
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
April 29, 1999.
Signature Title
President and Director
- -------------------- of Depositor
Barnett Chernow*
Senior Vice President,
- -------------------- and Chief Financial Officer
E. Robert Koster*
DIRECTORS OF DEPOSITOR
- ----------------------
R. Brock Armstrong*
- ----------------------
Myles R. Tashman*
- ----------------------
Michael W. Cunningham*
- ----------------------
Linda B. Emory*
- ----------------------
Phillip R. Lowery*
By: /s/ Marilyn Talman Attorney-in-Fact
-----------------------
Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
EXHIBIT INDEX
ITEM EXHIBIT PAGE #
1 Resolution of the board of directors of Depositor EX-99.B1
authorizing the establishment of the Registrant
3(a) Distribution Agreement between the Depositor EX-99.B3A
and Directed Services, Inc.
3(b) Dealers Agreement EX-99.B3B
3(c) Organizational Agreement EX-99.B3C
3(d)(i) Addendum to Organizational Agreement EX-99.B3DI
3(d)(ii) Expense Reimbursement Agreement EX-99.B3DII
3(e) Assignment Agreement for Organizational Agreement EX-99.B3E
4(a) Deferred Variable Annuity Contract EX-99.B4A
4(b) Deferred Variable Annuity Certificate EX-99.B4B
4(c) Deferred Variable Annuity Contract 100 EX-99.B4C
4(d) Deferred Variable Annuity Certficate 100 EX-99.B4D
5 Individual Deferred Variable Annuity Application EX-99.B5
6(a)(i) Articles of Incorporation of Golden American EX-99.B6AI
Life Insurance Company
6(a)(ii) Certificate of Amendment of the Restated EX-99.B6AII
Articles of Incorporation of Golden American
Life Insurance Company
6(a)(iii) Certificate of Amendment of the Restated Articles of EX-99.B6AIII
Incorporation of MB Variable Life Insurance Company
6(a)(iv) Certificate of Amendment of the Restated Articles of EX-99.B6AIV
Incorporation of Golden American Life Insurance
Company (12/28/93)
6(b)(i) By-Laws of Golden American Life Insurance Company EX-99.B6BI
6(b)(ii) By-Laws of Golden American Life Insurance Company, EX-99.B6BII
as amended
6(b)(iii) Certificate of Amendment of the By-Laws of EX-99.B6BIII
MB Variable Life Insurance Company, as amended
6(b)(iv) By-Laws of Golden American, as amended (12/21/93) EX-99.B6BIV
8(a) Participation Agreement between Golden American EX-99.B8A
and PIMCO Variable Insurance Trust
6(c) Resolution of the board of directors for Powers of EX-99.B6C
Attorney
8(d) Asset Management Agreement between Golden American EX-99.B8D
and ING Investment Management LLC
8(e) Reciprocal Loan Agreement between Golden American EX-99.B8E
and ING America Insurance Holdings, Inc.
8(f) Revolving Note Payable between Golden American EX-99.B8F
and SunTrust Bank
9 Opinion and Consent of Myles R. Tashman EX-99.B9
10(a) Consent of Sutherland, Asbill & Brennan LLP EX-99.B10A
10(b) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10B
13 Schedule of Performance Data EX-99.B13
15 Powers of Attorney EX-99.B15
16 Subsidiaries of ING Groep N.V. EX-99.B16
EXHIBIT 1
Golden American Life Insurance Company
TO: File DATE: July 14, 1988
FROM: Fred H. Davidson
SUBJECT: Western Capital Specialty Managers Separate Accounts A
& B
- -----------------------------------------------------------------
Pursuant to resolution of the Board of Directors of Golden
American Life Insurance Company, dated March 25, 1988, the
following separate accounts are hereby established to hold the
assets funding the indicated variable contracts or policies:
* Western Capital Specialty Managers Separate Account A for
variable life insurance policies investing in the Western
Capital Special Managers Trust.
* Western Capital Specialty Managers Separate Account B for
variable annuity contracts investing in the Western Capital
Specialty Managers Trust.
EXHIBIT 3(a)
DISTRIBUTION AGREEMENT
AGREEMENT dated December 27, 1988, by and between Golden American Life
Insurance Company, ("Golden American") a Minnesota corporation, on its own
behalf and on behalf of the Western Capital Specialty Managers Separate
Account B ("Account") and Directed Services, Inc., ("DSI"), a New York
corporation wholly owned by Golden Financial Group ("GFG"), a Delaware
corporation.
WHEREAS, Golden American and GFG entered into an agreement effective
____________________, 1988 (the "Golden American-GFG Agreement"), pursuant to
which Golden American may market Deferred Variable Annuity and Variable
Annuity Certain Contracts ("Annuity Contracts") designed by GFG; and
WHEREAS, the Account is a separate account established and maintained by
Golden American pursuant to the laws of the State of Minnesota for variable
annuity contracts issued by Golden American under which income, gains, and
losses, whether or not realized, from assets allocated to such Account, are
credited to or charged against such Account without regard to other income,
gains or losses of Golden American; and
WHEREAS, Golden American proposes to issue and sell Annuity Contract
through the Account to suitable purchasers; and
WHEREAS, DSI is duly registered as a broker-dealer under the Securities
Exchange Act of 1934 ("1934 Act") and is a member of the National Association
of Securities Dealers, Inc. ("NASD"); and
WHEREAS, Golden American and DSI desire to enter into an agreement
pursuant to which DSI will act as a principal underwriter for the sale of the
Annuity Contracts and may distribute the Annuity Contracts through one or more
organizations as set forth in Section 2. below.
NOW, THEREFORE, GOLDEN AMERICAN AND DSI HEREBY AGREE AS FOLLOWS:
1. TERM.
This Agreement shall remain in force until it is terminated in accordance
with the provisions of paragraph 13.
2. PRINCIPAL UNDERWRITER.
Golden American hereby appoints DSI and DSI accepts such appointment,
during the term of this Agreement, subject to any registration
requirements of The Securities Act of 1933 ("1933 Act"), The Investment
Company Act of 1940 ("1940 Act"), and the provisions of the 1934 Act, to
be a distributor and principal underwriter of the Annuity Contracts
issued though the Account. DSI shall offer the Annuity Contracts for
sale and distribution at premium rates to be set by Golden American and
GFG. Annuity Contracts may be sold only by persons who are duly licensed
annuity agents appointed by Golden American and NASD registered
representatives as set forth in Section 3 below. Golden American hereby
appoints DSI as its agent for the sale of Annuity Contracts in such
jurisdictions as Golden American is properly licensed to sell Annuity
Contracts.
3. SALE AGREEMENTS.
DSI is hereby authorized to enter into separate written agreements,
("Sales Agreements"), on such terms and conditions as DSI may determine
not to be inconsistent
-1-
<PAGE>
<PAGE>
with this Agreement, with broker/dealers which
agree to participate in the distribution of and to use their best efforts
to solicit applications for Annuity Contracts. Such broker/dealers and
their agents or representatives soliciting applications for Annuity
Contracts shall be duly and appropriately licensed, registered or
otherwise qualified for the sale of Annuity Contracts under the insurance
laws and any applicable securities laws of each state or other
jurisdiction in which the Annuity Contracts may be lawfully sold and in
which Golden American is licensed to sell Annuity Contracts. Each such
broker/dealer shall be both registered as a broker-dealer under the 1934
Act and a member of the NASD, or if not so registered or not such a
member, then the agents and representatives of such organization
soliciting applications for Annuity Contracts shall be agents and
registered representatives of a registered broker/dealer and NASD member
which is the parent or other affiliate of such organization and which
maintains full responsibility for the training, supervision, and control
of the agents and representatives selling Annuity Contracts.
DSI shall have the responsibility for the supervision of all such
broker/dealers to the extent required by law and shall assume any legal
responsibilities of Golden American for the acts, commissions or
defalcations of any such broker/dealers. Applications materials for
Annuity Contracts solicited by such broker/dealers through their agents
or representatives shall be forwarded to DSI. All payments for Annuity
Contracts shall be remitted promptly by such broker/dealers directly to
Golden American.
If held at any time by DSI or a broker/dealer, such payments shall be
held in a fiduciary capacity as agent for Golden American and shall be
remitted promptly to Golden American. All such payments, whether by
check, money order, or wire order, shall be the property of Golden
American. Anything in this Distribution Agreement to the contrary
notwithstanding, Golden American shall retain the rights to control the
sale of Annuity Contracts and to appoint and discharge annuity agents for
the sale of Annuity Contracts. DSI shall be held to the exercise of
reasonable care in carrying out the provisions of this Distribution
Agreement.
4. ANNUITY AGENTS.
DSI is authorized to appoint the broker/dealer described in paragraph 3.
above as agents of Golden American for the sale of Annuity Contracts.
Golden American will undertake to appoint such agents authorized to
represent Golden American in the appropriate states or jurisdictions;
provided that Golden American reserves the right to refuse to appoint any
proposed agent, or once appointed to terminate the same without notice.
5. SUITABILITY.
Golden American wishes to ensure that the Annuity Contracts distributed
by DSI will be issued to purchasers for whom the Annuity Contracts shall
be suitable. DSI shall take reasonable steps to ensure that the various
agents appointed by it to sell Annuity Contracts shall not make
recommendations to an applicant to purchase Annuity Contracts in the
absence of reasonable grounds to believe that the purchase of Annuity
Contracts is suitable for such applicant. While not limited to the
following, a determination of suitability shall be based on information
furnished to an agent after reasonable inquiry concerning the applicant's
insurance and investment objectives and financial situation and needs.
6. SALES MATERIALS.
-2-
<PAGE>
<PAGE>
The responsibility of the parties hereto for consulting with respect to
the design and the drafting and legal review and filing of sales
materials, and for the preparation of sales proposals related to the sale
of Annuity Contracts shall be as the parties hereto agree in writing.
DSI shall ensure, in its Sales Agreements, that organizations appointed
by it, and registered representatives of such organizations, shall not
use, develop or distribute any sales materials which have not been
approved by GFG and Golden American.
7. REPORTS.
DSI shall have the responsibility for, with respect to agents appointed
by it, maintaining the records of agents licensed, registered and
otherwise qualified to sell Annuity Contracts, and for furnishing
periodic reports to Golden American as to the sale of Annuity Contracts
made pursuant to this Agreement.
8. RECORDS.
DSI shall maintain and preserve for the periods prescribed by law or
other agreement, such accounts, books, and other documents as are
required of it by applicable laws and regulations. The books, accounts
and records of Golden American, the Account and DSI as to all
transactions hereunder shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions, including
such accounting information as necessary to support the reasonableness of
the amounts to be paid by Golden American hereunder.
9. COMPENSATION.
Golden American shall pay DSI the compensation due it as set forth in the
attached Exhibit, as such Exhibit may from time to time be amended.
10. INDEPENDENT CONTRACTOR.
DSI shall act as an independent contractor and nothing herein contained
shall constitute DSI or its agents or employees as employees of Golden
American in connection with the sale of Annuity Contracts.
11. INVESTIGATION AND PROCEEDINGS.
(a) DSI and Golden American agree to cooperate fully in insurance
regulatory investigations or proceedings or judicial proceedings
arising in connection with the offering, sale or distribution of
Annuity Contracts distributed under this Agreement. DSI and Golden
American further agree to cooperate fully in any securities
regulatory investigation or proceeding or judicial proceeding with
respect to Golden American, DSI, their affiliates and their agents
or representatives to the extent that such investigation or
proceedings is in connection with the Annuity Contracts offered,
sold or distributed under this Agreement. Without limiting the
forgoing:
(i) DSI will be notified promptly of any customer
complaint or notice of any regulatory investigation or
proceeding or judicial proceeding received by Golden
American with respect to DSI or any agent or representative
or which may affect Golden American's issuance of Annuity
Contracts marketed under this Agreement.
(ii) DSI will promptly notify Golden American of any
customer complaint or
-3-
<PAGE>
<PAGE>
notice of any regulatory investigation
or proceeding received by DSI or its affiliates with respect
to DSI or any agent or representative in connection with any
Annuity Contracts distributed under this Agreement or any
activity in connection with Annuity Contracts.
(b) In the case of a substantive customer complaint, DSI and Golden
American will cooperate in investigating such complaint and any
response to such complaint will be sent to the other party to the
Agreement for approval not less than five business days prior to its
being sent to the customer or regulatory authority, except that if a
more prompt response is required, the proposed response shall be
communicated by telephone or telegraph.
12. INDEMNIFICATION.
(a) Golden American agrees to indemnify and hold harmless DSI and
its affiliates and each officer and director thereof against any
losses, claims, damages or liabilities, joint or several, to which
DSI or its affiliates or such officer or director may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact, required to be stated therein or
necessary to make the statements therein not misleading, contained
(i) in any prospectus, or any amendment thereof, or
(ii) in any blue-sky application or other document
executed by Golden American specifically for the purpose of
qualifying Annuity Contracts for sale under the securities
laws of any jurisdiction.
Golden American will reimburse DSI and each officer or director,
for any legal or other expenses reasonably incurred by DSI or such
officer or director in connection with investigating or defending
any such loss, claim, damage, liability or action; provided
that Golden American will not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or
is based upon, an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity
with information (including, without limitation, negative responses
to inquiries) furnished to Golden American by or on behalf of DSI
specifically for use in the preparation of any prospectus or ant
amendment thereof or any such blue-sky application or any amendment
thereof or supplement thereto.
(b) DSI agrees to indemnify and hold harmless Golden American and
its directors, each of its officers who has signed the registration
statement and each person, if any, who controls Golden American
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities to which Golden American and
any such director or officer or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon:
(i) Any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission to state
a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading,
contained (a) in any prospectus or any amendments thereof,
or, (b) in
-4-
<PAGE>
<PAGE>
any blue-sky application, in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with information
(including without limitation, negative responses to
inquiries) furnished to Golden American by DSI specifically
for use in the preparation of any prospectus or any
amendments thereof or any such blue-sky application or any
such amendment thereof or supplement thereto; or
(ii) Any unauthorized use of sales materials or any
verbal or written misrepresentations or any unlawful sales
practices concerning Annuity Contracts by DSI; or
(iii) Claims by agents or representatives or employees of DSI for
commissions, service fees, expense allowances or other
compensation or remuneration of any type.
DSI will reimburse Golden American and any
director or officer or controlling person for any legal or
other expenses reasonably incurred by Golden American, such
director or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in
addition to any liability which DSI may otherwise have.
(c) Promptly after receipt by a party entitled to indemnification
("indemnified party") under this paragraph 12 of notice of the
commencement of any action, if a claim in respect thereof is to be
made against any person obligated to provide indemnification
under this paragraph 12 ("indemnifying party"), such indemnified
party will notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability under this paragraph
12, except to the extent that the omission results in a failure of
actual notice to the indemnifying party and such indemnifying party
is damaged solely as a result of the failure to give such notice.
In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein, and
to the extent that it may wish, to assume the defense thereof, with
separate counsel satisfactory to the indemnified party. Such
participation shall not relieve such indemnifying party of the
obligation to reimburse the indemnified party for reasonable legal
and other expenses incurred by such indemnified party in defending
himself, except for such expenses incurred after the indemnifying
party has deposited funds sufficient to the effect the settlement,
with prejudice, of the claim in respect of which indemnity is
sought. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or
action effected without the consent of such indemnifying party.
The indemnity agreements contained in this paragraph 12 shall
remain operative and in full force and effect, regardless of:
(i) any investigation made by or on behalf of DSI or
any officer or director thereof or by or on behalf of Golden
American;
(ii) delivery of any Annuity Contracts and payments
therefore; and
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(iii) any termination of this Agreement.
A successor by law of DSI or any of the parties to this
Agreement, as the case may be, shall be entitled to the benefits of
the indemnity agreement contained in this paragraph 12.
13. TERMINATION.
a. This Agreement may be terminated at any time by mutual consent
of the parties.
b. Either party may terminate of the other materially breaches any
of the terms of this Agreement and fails to cure the breach within
sixty days of notification by the other party of such breach.
c. This Agreement shall terminate automatically upon the
termination of the Golden American-GFG Agreement.
d. Upon termination of this Agreement all authorizations, rights
and obligations shall cease except;
(i) the obligation to settle accounts hereunder,
including commissions for Annuity Contracts in effect at the
time of termination;
(ii) the agreements contained in paragraph 11 hereof; and
(iii) the indemnity set for in paragraph 12 hereof.
14. REGULATION.
This Agreement shall be subject to the provisions of the 1940 Act and the
1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, including such exemptions from the
1940 Act as the SEC may grant, and the terms thereof shall be interpreted
and construed in accordance therewith.
DSI shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of Golden American or the Account,
present or future, any information, reports or other material which any
such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations.
15. SEVERABILITY.
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
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16. GENERAL.
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York.
A. Force Majeure
Either party may be excused for delay or failure to perform under this
Agreement if such delay or failure is due to the direct or indirect
result of acts of God or government, war or national emergency, or for
any cause beyond the reasonable control of either party.
B. Entire Agreement
This Agreement and any attachments hereto and the material incorporated
herein by reference set forth the entire agreement between the parties,
and supercede all prior representations, agreements and understandings,
written or oral. Changes in the Agreement may be made only in a writing
signed by both the parties hereto.
C. Notices
All notices or other communications under this Agreement shall be in
writing and, unless otherwise specifically provided for herein, shall be
deemed given when addressed
(a) if to Golden American:
Mr. Fred H. Davidson
Golden American Life Insurance Company
909 Third Avenue
New York, NY 10022
(b) if to DSI:
Mr. James G. Kaiser
Directed Services, Inc.
909 Third Avenue
New York, NY 10022
D. Successors, Assigns
This Agreement shall be binding upon and shall insure to the benefit of
the parties and their respective successors and assigns. Neither this
Agreement nor any right hereunder may be assigned without the written
consent of the other parties.
E. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
F. Severability
If any term or provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of terms
and provisions of this
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Agreement shall remain in full force and effect
and shall not be affected or impaired thereby.
G. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Attest: GOLDEN AMERICAN LIFE INSURANCE COMPANY
/s/Bernard R. Beckerlegge /s/Fred H. Davidson
- ------------------------- ----------------------------
Bernard R. Beckerlegge Fred H. Davidson
Secretary President
Attest: DIRECTED SERVICES, INC.
/s/Bernard R. Beckerlegge /s/James G. Kaiser
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Bernard R. Beckerlegge James G. Kaiser
Secretary President
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EXHIBIT 3(b)
DEALERS AGREEMENT
AGREEMENT dated __________, by and between Directed
Services, Inc. ("Distributor"), a New York corporation and
__________ ("Broker/Dealer"), a __________
(corporation)(partnership).
WITNESSETH
In consideration of the mutual promises contained herein,
the parties hereto agree as follows:
A. DEFINITIONS
1. Account - The Western Capital Specialty Managers Separate
Account B ("Account") established and maintained by Golden
American Life Insurance Company, ("Golden American"), a
Minnesota corporation, pursuant to the laws of Minnesota, as
applicable, to fund the benefits under annuity contracts
offered through the Account.
2. Annuity Contracts - Deferred Variable Annuity and Variable
Annuity Certain contract which may be issued by Golden
American and for which Distributor has been appointed
principal under writer pursuant to a Distribution Agreement,
a copy of which has been furnished to Broker/Dealer.
3. Prospectus - The Prospectus relating to the Annuity
Contracts and the Account, including financial statements
and all exhibits.
4. 1933 Act - The Securities Act of 1933, as amended.
5. 1934 Act - The Securities Exchange Act of 1934, as amended.
6. SEC - The Securities and Exchange Commission.
B. AGREEMENTS OF DISTRIBUTOR
1. Pursuant to the authority delegated to it by Golden
American, Distributor hereby authorizes Broker/Dealer during
the term of this Agreement to solicit application for the
Annuity Contracts from eligible persons provided that
Broker/Dealer has been notified by Distributor that the
Annuity Contracts are qualified for sale under all
applicable securities and insurance laws. In connection
with the solicitation of applications for Annuity Contracts,
Broker/Dealer is hereby authorized to offer riders that are
available with Annuity Contracts in accordance with
instructions furnished by Distributor or Golden American.
2. Distributor, during the term of this Agreement, will notify
Broker/Dealer of the issuance by the SEC of any stop order
with respect to the offering of Annuity Contracts and of any
other action or circumstance that may prevent the lawful
sale of Annuity Contracts in any state or jurisdiction.
3. During the term of this Agreement, Distributor shall advise
Broker/Dealer of any amendment to the Prospectus or any
amendment or supplement thereto.
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C. AGREEMENTS OF BROKER/DEALER
1. It is understood and agreed that Broker/Dealer is a
registered Broker/Dealer under the 1934 Act and a member of
the National Association of Securities Dealers, Inc. and
that the agents or representatives of Broker/Dealer who will
be soliciting applications for Annuity Contracts also will
be duly registered representatives of Broker/Dealer.
2. Commencing at such times as Distributor and Broker/Dealer
shall agree upon, Broker/Dealer agrees to use its best
efforts to find purchasers for the Annuity Contracts
acceptable to Golden American. In meeting its obligation to
use its best efforts to solicit applications for the Annuity
Contracts, Broker/Dealer shall, during the terms of this
Agreement, engage in the following activities:
a. Continuously utilize only such training, sales and
other materials as have been approved by Golden
American;
b. Establish and implement reasonable procedures for
periodic inspections and supervision of sales practices
of its agents or representatives and submit periodic
reports to Distributor as may be requested on the
results of such inspections and the compliance with
such procedures.
c. Broker/Dealer shall take reasonable steps to ensure
that the various representatives appointed by
Broker/Dealer shall not make recommendations to an
applicant to purchase an Annuity Contract in the
absence of reasonable grounds to believe that the
purchase of an Annuity Contract is suitable for such
applicant. While not limited to the following, a
determination of suitability shall be based on
information furnished to Golden American after
reasonable inquiry concerning the applicant's insurance
and investment objectives and financial situation and
needs.
3. All payments for an Annuity Contract collected by agents or
representatives of Broker/Dealer shall be held at all times
ina fiduciary capacity and shall be remitted promptly in
full together with such applications, forms and other
required documentation to an office of Golden American
designated by Distributor. Checks or money orders in
payment of premiums shall be drawn to the order of Golden
American. Broker/Dealer acknowledges that Golden American
retains the ultimate right to control the sale of Annuity
Contracts and that the Distributor or Golden American shall
have the unconditional right to reject, in whole or in part,
any application for an Annuity Contract. In the event
Golden American or Distributor rejects an application,
Golden American immediately will return all payments
directly to the purchasers and Broker/Dealer will be
notified of such action.
4. Broker/Dealer shall act as an independent contractor, and
nothing herein contained shall constitute Broker/Dealer, its
agents or representatives, or any employees thereof as
employees of Golden American or Distributor in connection
with the solicitation of applications for Annuity Contracts.
Broker/Dealer, its agents or representative, and its
employees shall not hold themselves out to be employees of
Golden American or Distributor in this connection or in any
dealings with respect to Annuity Contracts.
5. Broker/Dealer agrees that it will not develop, or use any
sales, training, explanatory or other materials in
connection with the solicitation of applications for Annuity
Contracts hereunder without the prior written consent of
Distributor of Golden American.
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6. Solicitation and other activities by Broker/Dealer shall be
undertaken only in accordance with the applicable laws and
regulations. No agent or representative of Broker/Dealer
shall solicit applications for Annuity Contracts until duly
licensed and appointed by Golden American as an annuity and
variable contract Broker/Dealer or agent of Golden American
in the appropriate states or other jurisdictions.
Broker/Dealer shall ensure that such agents or
representative fulfill any training requirements necessary
to be licensed. Broker/Dealer understands and acknowledges
that neither it nor its agents or representative is
authorized by Distributor or Golden American to give any
information or make representation in connection with this
Agreement or the offering of an Annuity Contract other than
those contained in the Prospectus or other solicitation
material authorized in writing by Distributor or Golden
American.
7. Broker/Dealer shall not have authority on behalf of
Distributor or Golden American to make, alter or discharge
any form with respect to an Annuity Contract; waive any
forfeiture, extend the time of paying any premium; or
receive any monies or premiums due to Golden American,
except as set forth in Section C.3. of this Agreement.
8. Broker/Dealer shall have the responsibility for maintaining
all records of pertaining to its representatives, who are
licensed, registered and otherwise qualified to sell Annuity
Contracts. Broker/Dealer shall maintain such other records
as are required of it by applicable laws and regulations.
The books, accounts and records of Broker/Dealer relating to
the sale of Annuity Contracts shall be maintained so as to
clearly and accurately disclose the nature and details of
the transactions. All records maintained by Broker/Dealer
in connection with this Agreement shall, upon request,
become the property of Golden American and shall, in any
event, be delivered to Golden American upon termination of
this Agreement, free from any claims or retention of rights
by Broker/Dealer. Nothing in this Section C.8. shall be
interpreted to prevent Broker/Dealer from retaining copies
of any such records which Broker/Dealer in its discretion,
deems necessary or desirable to keep. The Broker/Dealer
shall keep confidential all information obtained pursuant to
this Agreement and may disclose such information only if
Golden American has authorized such disclosure, or its
disclosure is expressly required by applicant, federal or
state regulatory authorities. Broker/Dealer shall promptly
notify Distributor of any such demand or request, and shall
afford Distributor and Golden American the opportunity to
contest the same before providing records to any regulatory
authorities.
D. COMPENSATION
1. Pursuant to the Distribution Agreement between the
Distributor and Golden American, Distributor shall cause
Golden American to arrange for the payment of commissions to
Broker/Dealer as compensation for the sale of Annuity
Contracts sold by an agent or representative of
Broker/Dealer. The amount of such compensation shall be
based on a schedule to be determined by Golden American.
Golden American should identify to Broker/Dealer with each
such payment the name of the agent or representative of
Broker/Dealer who solicited the Annuity Contract covered by
the payment.
2. Neither Broker/Dealer nor any of its agents or
representatives shall have any right to withhold or deduct
any part of any premium it shall receive for purposes of
payment of commission or otherwise. Neither Broker/Dealer
nor any of its agents or representatives shall have an
interest in any compensation paid by Golden American to
Distributor, now or hereafter, in connection with the sale
of Annuity Contracts hereunder.
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E. COMPLAINTS AND INVESTIGATIONS
Broker/Dealer and Distributor jointly agree to cooperate
fully in any insurance regulatory investigation or
proceeding or judicial proceeding arising in connection with
the Annuity Contracts marketed under this Agreement.
Broker/Dealer and Distributor further agree to cooperate
fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to
Broker/Dealer, Distributor, their affiliates and their
agents or representatives to the extent that such
investigation o proceeding is in connection with an Annuity
Contract marketed under this Agreement. Broker/Dealer shall
furnish applicable federal and state regulatory authorities
with any information or reports in connection with its
services under this Agreement which such authorities may
request in order to ascertain whether Golden American's
operations are being conducted in a manner consistent with
any applicable law ore regulation.
F. TERM OF AGREEMENT
1. This Agreement shall continue in force for one year from its
effective date and thereafter shall automatically be renewed
every year for a further one year period; provided that
either party may unilaterally terminate this Agreement upon
thirty (30) days written notice to the other party of its
intention to do so.
2. Upon termination of this agreement, all authorizations,
rights and obligations shall cease except (a) the agreements
contained in Section C.8. and Section E hereof; (b) the
indemnity set for the in Section G hereof; and (c) the
obligations to settle accounts hereunder, including
commission payments for Annuity Contracts in effect at the
time of termination or issued pursuant to applications
received by Broker/Dealer prior to termination.
G. INDEMNITY
1. Broker/Dealer shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement.
2. Distributor agrees to indemnify and hold harmless
Broker/Dealer and each officer or director of Broker/Dealer
against any losses, claims, damages or liabilities, joint or
several, to which Broker/Dealer or such officer or director
may become subject, under the 1933 Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact, required to be stated therein or necessary to make the
statements therein not misleading, contained in the
Prospectus or any amendment thereof provided by Golden
American or by the Distributor.
3. Broker/Dealer agrees to indemnify and hold harmless Golden
American and Distributor and each of their current and
former directors and officers and each person if any, who
controls or has controlled Golden American or Distributor
within the meaning of the 1933 Act or the 1934 Act, against
any losses, claims or damages or liabilities to which Golden
American or Distributor and any such director or officer or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon:
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a. Any verbal or written misrepresentations or any
unlawful sales practices concerning Annuity Contracts
by Broker/Dealer;
b. Claims by agents or representatives or employees of
Broker/Dealer for commissions, service fees,
development allowances or other compensation or
remuneration of any type; or
c. The failure of Broker/Dealer, its officers, employees,
or agents to comply with the provisions of this
Agreement.
Broker/Dealer will reimburse Golden American and
Distributor and any director or officer or controlling
person of either for any legal or other expenses
reasonably incurred by Golden American, Distributor, or
such director officer or controlling person in
connection with investigating or defending any such
loss, claims, damage liability or action. This
indemnity agreement will be in addition to any
liability which Broker/Dealer may otherwise have.
H. ASSIGNABILITY
This Agreement shall not be assigned by either party without
the written consent of the other, and any assignment without
such written consent shall be void.
I. GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
Attest: DIRECTED SERVICES, INC.
____________________ ______________________________
Attest: BROKER/DEALER
____________________ ______________________________
Secretary President
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EXHIBIT 3(c)
ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Agreement dated as of December 28, 1988, (the "Agreement"),
by and among Western Capital Specialty Managers Trust ("Trust"),
Western Capital Variable Advisors Corp. ("Western Capital") and
Golden American Life Insurance Company ("Golden American"), on
its own behalf and on behalf of any separate accounts of Golden
American shown on Exhibit A hereto (the "Variable Accounts").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940
("ICA"), as amended, and shares of the portfolios of the Trust
are registered under the Securities Act of 1933 ("Securities
Act") as amended, and the Trust will initially consist of seven
separate series; and
WHEREAS, shares of the series of the Trust shown on Exhibit
B ("Series") will be sold to the Variable Accounts to fund
benefits under variable life insurance policies which may
include variable life insurance policies classified as modified
endowment contracts, and variable annuity contracts (all of such
life insurance policies and annuity contracts referred to
collectively as the "Policies") to be issued by Golden American
through the Variable Accounts after the Trust's Registration
Statement is declared effective by the Securities and Exchange
Commission ("SEC"); and
WHEREAS, Western Capital will act as the Trust's Manager,
pursuant to a Management Agreement, a copy of which is attached
hereto as Exhibit C, to be entered into by Western Capital and
the Trust; and
WHEREAS, Western Capital is, and for the duration of this
Agreement, will remain if required by applicable law, duly
registered as an investment adviser under the Investment
Advisers Act of 1940.
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth, the parties
hereby agree as follows:
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2
1. Western Capital and the Trust will take all such actions
as are necessary to permit the sale of the shares of
each Series to the Variable Accounts including, but not
limited to, organization of the Trust, as a
Massachusetts business Trust and registration of the
Trust under the ICA and registration of the shares of
each Series under the Securities Act. Western Capital
and the Trust shall amend the Registration Statement for
the Trust from time to time as required in order to
effect the continuous offering of shares of each Series
of the Trust. The Trust's responsibility to make shares
of the Series available to the Variable Accounts shall
be governed by the Settlement Agreement among the Trust,
the Variable Accounts and Western Capital; Financial
Group.
2. Western Capital will pay, on behalf of the Trust, all
expenses of the Trust incurred on or prior to the
commencement of operations of the Trust, including, but
not limited to, legal fees, auditing fees, SEC
registration fees, and organizational fees, that are
determined to be "organizational costs" of the Trust
(the "Organizational Costs").
3. Such Organizational Costs will be recovered by Western
Capital from the Trust over a period not less than five
years.
4. Golden American agrees that prior to the effective date
of the Registration Statement for the Trust, Golden
American or an affiliate shall invest $100,000 in the
Trust subject to the understanding that at such time
Golden American or its affiliate has no current
intention of reselling the shares so acquired. All
redemptions by Golden American or its affiliate of any
part of its investment in the Trust will be effected in
accordance with any applicable legal standards.
5. With respect to any of the Policies funded by the
Variable Accounts, Golden American agrees as follows:
a. That any prospectus offering a life insurance
contract funded by one of the Variable Accounts where
it is reasonable probable that such contract would be a
"modified endowment contract," as that term is defined
in Section 7702A of the Internal Revenue Code of 1986,
as amended (the "Code"), will identify such a contract
as a modified endowment contract (or policy); and
b. That Golden American will take all necessary steps
to ensure that any contract (or policy), including life
insurance policies classified as modified
endowment
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3
contracts, and funded by one of the Variable Accounts,
will qualify as a life insurance contract under Section
7702 of the Code, and Golden American will immediately
notify the Trust and Western Capital upon having a
reasonable basis for believing that the Policies have
ceased to be so treated or that they might not be so
treated in the future; and
c. That Golden American will take all necessary steps
to ensure that any contract described n its prospectus
as a annuity and funded by one of the Variable Accounts
will qualify as an annuity under Section 72 of the
Code.
6. Golden American will take all necessary steps to ensure
that the Policies will be registered under the
Securities Act during the term of this Agreement and
that the Policies will be issued in compliance with all
applicable federal and state laws.
Golden American shall amend the Registration Statements
respecting the Policies from time to time as required to
effect the continuous offerings of the Policies. Golden
American represents and warrants that it is an insurance
company duly organized and in good standing under
Minnesota law, that it has established each Variable
Account shown on Exhibit A as a duly organized, validly
existing segregated asset account, established by
resolutions of the Board of Directors of Golden
American; and that the Variable Accounts are, and will
be during the term if this Agreement, duly registered
unit investment Trusts under the ICA to serve as
segregated investment accounts for the Policies. Golden
American will pay all expenses in connection with
organizing the Variable Accounts, developing the
Policies and preparing and filing with the SEC
Registration Statements for the Policies, obtaining
authorizations to offer the Policies in the various
states and other initial expenses associated with the
Policies.
7. Golden American shall vote shares of each Series of the
Trust held in a Variable Account or a division thereof
at regular and special meetings of the Trust in
accordance with instructions timely received by Golden
American (or its designated agent) from owners of
Policies funded by such Variable Accounts or division
thereof having a voting interest in the Series. Golden
American shall vote shares of a Series of the Trust held
in a Variable Account or a division thereof that are
attributable to the Policies as to which no timely
instructions are received, as well as shares not
attributable to the Policies and owned beneficially by
Golden American in the same proportion as the votes cast
by owners of the Policies funded by that Variable
Account or division thereof having a voting interest in
the Series from whom instructions have been timely
received. Golden American shall vote shares of each
Series of the Trust held in its general account, if any,
in the same proportion as the votes cast with respect to
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4
shares of the Series held in all Variable Accounts of
Golden American or divisions thereof, in the aggregate.
In the event of a shareholder meeting, Golden American
agrees to provide the Trust and/or Western Capital with
a list of the names and addresses of owners of the
Policies within five (5) days of receipt of a written
request for such list. The party requesting such list
shall bear the reasonable cost incurred by Golden
American in preparing and providing such list, which
shall be paid upon delivery of the list. Golden
American further agrees to provide notice to the Trust
and to Western Capital if Golden American or an
affiliate has reason to know about a meeting of owners
of the Policies or shares of the Trust. In the event
that a vote of shareholders of the Trust is held prior
to the sale of any Policies, Golden American or its
affiliate will vote shares of the Trust acquired with
its investment of $100,000 an any other amounts invested
for initial capitalization as instructed by Western
Capital.
8. Western Capital and the Trust will use reasonable
efforts to manage each Series of the Trust so that each
such Series will qualify as a "Regulated Investment
Company" under Subchapter M of the Code and will use
reasonable efforts to maintain such qualification and
will notify Golden American immediately upon having a
reasonable basis for believing that the Trust (or any
Series thereof) has ceased to so qualify or might not so
qualify in the future. Golden American shall also
notify the Trust and Western Capital immediately upon
having a reasonable basis for believing that the Trust
(or any Series thereof) has ceased to qualify as a
Regulated Investment Company or might not so qualify in
the future, PROVIDED HOWEVER, that Golden American's
agreement to notify Western Capital and the Trust with
respect to any matter contained in this paragraph will
in no way alleviate or relive Western Capital's and the
Trust's responsibility under this Section 8.
9. Western Capital and the Trust will take all necessary
steps to ensure that the Trust (and each Series thereof)
will comply with the diversification provisions of
Section 817(h) of the Code and the regulations issued
thereunder relating to the diversification requirements
for variable life insurance policies and variable
annuity contracts and any prospective amendments or
other modifications to Section 817 or regulations
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5
thereunder and will notify Golden American immediately
upon having a reasonable basis for believing that the
Trust (or any Series thereof) has ceased to comply.
Golden American shall notify the Trust and Western
Capital immediately upon having a reasonable basis for
believing that the Trust (or any Series thereof) has
ceased to comply with the diversification provisions of
Section 817(h) of the Code or the regulations issued
thereunder and any prospective amendments or other
modifications to Section 817 or regulations thereunder,
PROVIDED HOWEVER, that Golden American's agreement to
notify Western Capital and the Trust with respect to the
above matter contained in this Section 9 will in no way
alleviate or relieve Western Capital's and the Trust's
responsibility under this Section 9.
Western Capital or the Trust or both of them shall be
entitled to receive and act upon advice of counsel to
Western Capital or the Trust to meet the requirements
specified in Sections 8 and 9 and shall be without
liability for any action taken or a thing done (or for
any omission to act) in reliance upon such advice.
Golden American shall promptly notify the Trust and
Western Capital of any pertinent changes, modifications
to, or interpretations of Section 817(h) of the Code and
the regulations issued thereunder and any successor
thereto, or any prospective amendments or other
modifications to Section 817 or regulations thereunder.
For purposes of monitoring whether the Trust and the
Variable Accounts are eligible for the start-up period
during which the Variable Accounts shall be considered
to be adequately diversified under paragraph (c)(2)(i)
of Tres. Reg. SS 1.817-5T (or any successor thereof),
Golden American shall monitor amounts allocated to the
Variable Accounts or (divisions thereof) ("Allocated
Amounts") by owners of Policies funded by the Variable
Accounts (or divisions thereof) during the first year
after any amount received under one of the Policies is
first allocated to any Variable Account (or division
thereof) ("First Year") to ensure that no more than
thirty (30) percent of the amount allocated to any
Variable Account (or division thereof), as of any date
during such year, is attributable to premium and
investment income that was received more than one year
before such date (the percentage of such Allocated
Amount being referred to hereafter as the "Old Money
Percentage"). For this purpose, premium income and
investment income shall be treated as received as
provided in Tres. Reg. SS 1.817-5(T) (or any
successor
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6
thereto) or other applicable law and determination under
this provision shall be made consistent with Tres. Reg.
SS 1.817-5T(c)(2) or any successor thereto.
Golden American will notify Western Capital immediately
in the event that the Old Money Percentage equals or
exceeds twenty (20) percent as of any date during the
First Year, determined as prescribed above; and in the
event that the Old Money Percentage equals or exceeds
thirty (30) percent during the First Year, shall notify
Western Capital and the Trust immediately and advise
such parties that the Variable Accounts shall no longer
be considered adequately diversified during the First
Year under paragraph (c)(2)(i) of Regulation 1.817-5T.
Golden American agrees that Western Capital and the
Trust shall not be liable for failure to meet their
responsibilities under this Section 9 during the First
Year if Golden American fails to comply with the
monitoring and notice responsibilities specified in this
Section 9.
10. The Trust and Western Capital agree that separate
accounts of Golden American and of other insurance
companies acceptable to the Trust and Western Capital
will have the right to purchase and sell shares of the
Series of the Trust. The Variable Accounts agree that
they will invest only in shares of the Trust.
11. Western Capital and the Trust will provide Golden
American and its auditors with any information it may
reasonable request, and with access to such books and
records that relate to the ordinary operating expenses
of the Trust.
12. The Trust will not sell or permit the sale of shares of
the Trust to separate accounts of life insurance
companies that are not affiliates of Golden American
without first obtaining an appropriate exemptive order
from the SEC, unless the rules under the ICA are amended
to permit "shared funding" without first obtaining
individual exemptive relief. With respect to serving as
the common investment vehicle for (1) both variable
annuity contracts and variable life insurance policies,
or (2) for variable life insurance policies of one
insurer and variable life insurance policies and/or
variable annuity contracts of another insurer, the
parties agree to comply with any conditions imposed
under any exemptive order issued by the Securities and
Exchange Commission, or as specified in Rule 6e-2, or
Rule 6e-3(T) under the ICA, or, if permanently adopted,
Rule 6e-3, as amended, whichever is applicable.
13. Each party hereto shall cooperate with each other party
and all appropriate governmental authorities having
jurisdiction (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit
<PAGE>
<PAGE>
7
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.
Golden American agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Trust or
concerning the Trust in connection with the offer or
sale of the Policies other than the information or
representations contained in the Registration Statement
for the Trust's shares, as such Registration Statement
may be amended or supplemented from time to time, or in
reports or proxy statements for the Trust, or in sales
literature or other promotional material approved by the
Trust or Western Capital, except with the written
permission of the Trust or Western Capital.
Western Capital agrees that neither it nor any of its
affiliates shall give any information or make any
representations or statements on behalf of the Policies
or concerning the Policies in connection with the offer
or sale, other than the information or representations
contained in the Registration Statement for the
Policies, as such Registration Statement may be amended
or supplemented from time to time, or in reports for the
Polices or in sales literature or other promotional
material approved by Golden American or its affiliates,
except with the written permission of Golden American or
its affiliates.
14. Western Capital shall, at its own expense, or if
appropriate, the expense of the Trust, provide Golden
American with at least three complete copies of all
registration statements, prospectuses, statements of
additional information, sales literature and other
promotional materials, applications for exemptions,
request for no-action letters, and any and all
amendments to the foregoing, that relate to the Trust or
its shares, promptly after the filing of such document
with the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.
Golden American or its affiliate shall, at its own
expense, or if appropriate, the expense of the Trust,
provide Golden American with at least three complete
copies of all registration statements, prospectuses,
statements of additional information, sales literature
and other promotional materials, applications for
exemptions, request for no-action letters, and any and
all amendments to the foregoing, that relate to the
Policies promptly after the filing of such document with
the SEC or other regulatory authorities or the
submission of such document to the SEC staff whichever
is applicable.
<PAGE>
<PAGE>
8
15. (a) Subject to the limitations of subparagraphs (b)and (c)
of this Section 17 of this Agreement, Western Capital
agrees to indemnify and hold harmless Golden American
and each of its directors, officers, and employees and
each person, if any, who controls Golden American within
the meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
Western Capital) or litigation expenses (including legal
and other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure by
Western Capital to provide the services and furnish the
materials under the terms of this Agreement to which it
is subject (including a failure to meet its
responsibilities under Sections 8 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach of any representation or warranty made
by Western Capital in this Agreement or arise out of or
result from any other material breach of this Agreement
by Western Capital.
(b) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.
(c) Western Capital shall not be liable under Section 15(a)
of this Agreement with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall
have notified Western Capital in writing within a
reasonable time after the summons or other first legal
process giving the 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 Western Capital of any such claims
<PAGE>
<PAGE>
9
shall not relieve Western Capital from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 15(a) of this Agreement. In case any action is
brought against the Indemnified Parties, Western Capital
will be entitled to participate, at its own expense, in
the defense thereof. Western Capital also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Western Capital's election to
assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Western Capital shall 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.
(d) Subject to the limitations of subparagraphs (e) and (f)
of this Section 15 of this Agreement, the Trusts agrees
to indemnify and hold harmless Golden American and each
of its directors, officers, and employees and each
person, if any, who controls Golden American within the
meaning of Section 15 of the Securities Act
(collectively, the "Indemnified Parties") against any
and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of
the Trust) or litigation expenses (including legal and
other expenses) to which the Indemnified Parties may
become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages,
liabilities, or expenses (or actions in respect thereof)
or settlements are related to the operation of the
Trust, and: (i) arise as a result of any failure of the
Trust to provide the services and furnish the materials
under the terms of this Agreement to which it is subject
(including a failure to meet its responsibilities under
Sections 8 and 9 of this Agreement); or (ii) arise out
of or result from any material breach of any
representation or warranty made by the Trust in this
Agreement or arise out of or result from any other
material breach of this Agreement by the Trust.
(e) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
<PAGE>
<PAGE>
10
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Golden American or
the Variable Accounts, whichever is applicable.
(f) The Trust shall not be liable under Section 15(d) of
this Agreement with respect to any claim made against an
Indemnified Party unless such Indemnified Party shall
have notified the Trust in writing within a reasonable
time after the summons or other first legal process
giving the 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 Trust of any such claims shall not relieve
the Trust from any liability which it may have to the
Indemnified Party against whom such action is brought
otherwise than on account of Section 15(d) of this
Agreement. In case any action is brought against the
Indemnified Parties, the Trust will be entitled to
participate, at its own expense, in the defense thereof.
the Trust also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in
the action, and, after notice to such party the Trust's
election to assume the dense thereof, the Indemnified
Party shall bear the fees and expenses of any additional
counsel retained by it, Western Capital shall 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.
16. (a) Subject to the limitations of subsections (b) and
(c) of this Section 16 Golden American agrees to
indemnify and hold harmless Western Capital and the
Trust and each of its Trustees, directors, officers, and
employees and each person, if any, who controls Western
Capital or the Trust within the meaning of Section 15
of the Securities Act (collectively, the "Indemnified
Parties") against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with
the written consent of Golden American) or litigation
expenses (including legal and other expenses) to which
the Indemnified Parties may become subject under any
statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) or settlements are related
<PAGE>
<PAGE>
11
to the operation of the Variable Account or Trust, and:
(i) arise as a result of any failure of Golden American
or any of its affiliates to provide the services and
furnish the materials under the terms of this Agreement
to which it is subject (including a failure to meet its
responsibilities under Sections 5 and 9 of this
Agreement); or (ii) arise out of or result from any
material breach by Golden American or any of its
affiliates of any representation or warranty made by
Golden American in this Agreement by Golden American or
arise out of or result from any other material breach of
this Agreement by Golden American or any of its
affiliates.
(b) Golden American shall not be liable under Section 16 of
this Agreement with respect to any losses, claims,
damages, liabilities, or litigation expenses to which an
Indemnified Party would otherwise be subject by reason
of such Indemnified Party's willful misfeasance, bad
faith, or gross negligence in the performance of such
Indemnified Party's duties, or by reason of such
Indemnified Party's reckless disregard of obligations
and duties under this Agreement or to Western Capital or
the Trust, whichever is applicable.
(c) Golden American shall not be liable under Section 16
with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified
Golden American in writing within a reasonable time
after the summons or other first legal process giving
the 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
Golden American of any such claim shall not relieve
Western Capital or its affiliates from any liability
which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of
Section 16 of this Agreement. In case any action is
brought against the Indemnified Parties, Golden American
will be entitled to participate, at its own expense, in
the defense thereof. Golden American also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action, and,
after notice to such party Golden American's election to
assume the dense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel
retained by it, Golden American shall not be liable
to
<PAGE>
<PAGE>
12
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.
17. Each party of this Agreement agrees to promptly notify
the other parties of the commencement of any litigation
or proceedings against it or any of its officers,
Trustees, directors or employees in connection with this
Agreement, the issuance or sale of the Policies, the
operation of a Variable Account, or the sale or
acquisition of shares of the Trust.
18. This Agreement may be terminated without cause by any of
the parties upon giving one hundred and twenty (120)
days' written notice of to the other parties, PROVIDED
HOWEVER, that if any party fails to carry out its
responsibilities enumerated under this Agreement in any
material respect, the other parties shall have the right
to terminate this Agreement immediately and further
provided, in the event the Trust is made available to
separate accounts of insurance companies other than
Golden American, that if a majority of the disinterested
Trustees determine that an irreconcilable material
conflict exists among the contract owners and
policyowners segregated asset accounts or the interests
of persons for which the Trustees are required to
monitor under the conditions referred to in Section 12
of this Agreement, then any party shall have the right
to terminate this Agreement immediately. Upon
termination of this Agreement, all authorizations,
rights and obligations under this Agreement, except for
the provisions contained in Sections 15 and 16 hereof,
shall cease.
19. Unless earlier terminated pursuant to Section 18 hereof,
this Agreement shall remain in effect for a one year
period beginning on its date of execution and will
continue thereafter in effect from year to year. Upon
termination of this Agreement, all authorizations,
rights and obligations impose on the parties under this
Agreement except for the indemnification provisions
contained in Section 15 and 16 above shall cease. The
parties further agree that in the event of a termination
of this Agreement, each party shall cooperate with the
other parties to ensure that existing policy owners will
not suffer any adverse consequences resulting from such
termination.
20. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws
of the State of New York.
<PAGE>
<PAGE>
13
21. This Agreement shall be subject to the provisions of the
Securities Act, the Securities Exchange Act of 1934 and
the ICA and the rules, regulations and rulings
thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in
accordance therewith. The term "affiliate" as used in
this Agreement shall mean an "affiliated person" as
defined in Section 2(a)(3) of the Investment Company
Act. This Agreement may not be assigned by any party
without the written consent of the other parties to this
Agreement.
22. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected
thereby.
23. Any notice shall be sufficiently given when sent by
registered or certified mail to the other parties at the
address of such parties set fort below or at such other
address as such party may from time to time specify in
writing to the other parties:
To: Golden American Life Insurance Company
909 Third Avenue, 19th Floor
New York, New York 10022
To: Western Capital Specialty Managers Trust
1925 Century Park East, Suite 2350
Los Angeles, CA 90067
with a copy to
Jeffrey S. Puretz
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
To: Western Capital Variable Advisors Corp.
1925 Century Park East, Suite 2350
Los Angeles, CA 90067
24. 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 or federal laws.
25. A copy of the Trust's Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts.
The Declaration of Trust has been executed on behalf of
the Trust by certain Trustees in their capacity as
Trustees of the Trust and not individually. The
obligations of this Agreement shall be binding upon the
assets and property of the Trust and shall not be
<PAGE>
<PAGE>
14
binding upon any Trustee, Officer, employee or
shareholder of the Trust individually.
<PAGE>
<PAGE>
15
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
By: /s/ Charles F. Parisi
---------------------
Charles F. Parisi
President
Attest: /s/ William C. Richardson
-------------------------
Name: William C. Richardson
Title: President
WESTERN CAPITAL VARIABLE ADVISORS CORP.
By: /s/ Charles F. Parisi
---------------------
Charles F. Parisi
President
Attest: /s/ William C. Richardson
-------------------------
Name: William C. Richardson
Title: President
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: /s/ Fred H. Davidson
--------------------
Fred H. Davidson
President
Attest: /s/ Bernard R. Beckerlegge
--------------------------
Name: Bernard R. Beckerlegge
Title: Secretary
<PAGE>
<PAGE>
16
GOLDEN AMERICAN LIFE INSURANCE COMPANY
on behalf of the Variable Accounts
By: /s/ Fred H. Davidson
--------------------
Fred H. Davidson
President
Attest: /s/ Bernard R. Beckerlegge
--------------------------
Name: Bernard R. Beckerlegge
Title: Secretary
<PAGE>
<PAGE>
EXHIBIT A TO
ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
The Western Capital Specialty Managers Separate Account A
The Western Capital Specialty Managers Separate Account B
<PAGE>
<PAGE>
EXHIBIT B TO
ORGANIZATIONAL AGREEMENT AMONG
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
and
WESTERN CAPITAL VARIABLE ADVISORS CORP.
and
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Multiple Allocation Series
Fully Managed Series
Limited Maturity Bond Series
Natural Resources Series
Real Estate Series
All-Growth Series
Liquid Asset Series
EXHIBIT 3(d)
WESTERN CAPITAL SPECIALTY MANAGERS TRUST
1925 Century Park East, Suite 2350
Los Angeles, California 90067
April 13, 1989
Western Capital Variable Advisors
Corporation
1925 Century Park East, Suite 2350
Los Angeles, California 90067
Golden American Life Insurance Company
909 Third Avenue, 19th Floor
New York, New York 10022
Re: ADDENDUM TO ORGANIZATIONAL AGREEMENT
Dear Sirs:
The Organizational Agreement dated as of December 28, 1988
by and among Western Capital Specialty Managers Trust("Trust"),
Western Capital Variable Advisors Insurance Corporation ("Western
Capital"), and Golden American Life Insurance Company ("Golden
American") on its own behalf and on behalf of Western Capital
Specialty Managers Separate Accounts A and B is hereby amended by
adding thereto the following provisions:
"Western Capital agrees to waive its management fee
with respect to the Liquid Asset Series, otherwise
payable under the Management Agreement between Western
Capital and the Trustin an amount at an annual rate
equal to .20% of the average daily net assets of the
Liquid Asset Series, during the period from April 13,
1989 to December 31, 1989.
In addition, Western Capital and Golden American each
agrees to pay the Trust one half of the amount by which
the remaining expenses, other than extraordinary
expenses, incurred by the Trust on behalf of the Liquid
Asset Series between April 13, 1989 and April 13, 1990
exceed 0.8% of the Liquid Asset Series' average daily
net assets during such period. Western
<PAGE>
<PAGE>
Capital and Golden American each further agrees to pay
the Trust one half of the amount by which expenses,
other than extraordinary expenses, incurred by the
Trust in behalf of the Limited Maturity Bond Series
between April 13, 1989 and April 13, 1990 exceed 1.0%
of the Limited Maturity Bond Series' average daily net
assets during such period. Such payments shall be made
(1) on December 31, 1989 with respect to expenses
incurred by the Trust between April 13, 1989 and
December 31, 1989, and (2) on April 13, 1990 with
respect to expenses incurred by the Trust between
January 1, 1990 and April 13, 1990."
If you are in agreement with the foregoing, please sign the
form of acceptance on the enclosed counterpart hereof and return
the same to us.
Very truly yours,
Western Capital Specialty
Managers Trust
By: /s/ Charles F. Parisi
----------------------
President
The foregoing Addendum to the
Organizational Agreement dated
December 28, 1988 is hereby
accepted as of the date first
above written
Western Capital Variable Advisors Corporation
By: /s/ Charles F. Parisi Date: 5/31/89
------------------------ --------
President
Golden American Life Insurance Company
By: /s/ F. H. Davidson Date: 6/7/89
------------------------ --------
- 2 -
EXHIBIT 3(d)(ii)
EXPENSE REIMBURSEMENT AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 to Expense Reimbursement Agreement
("Agreement") is entered into effective as of the 31st day of
December, 1991, by and between The Specialty Managers Trust (the
"Trust"), a Massachusetts business trust whose name is scheduled
to be changed to The GCG Trust on or about January 31, 1992, and
Directed Services, Inc., ("Manager"), a New York corporation.
WHEREAS, The Trust is an open-end diversified management
investment company issuing shares in several different classes,
each class known as a Series; and
WHEREAS, MB Variable Life Insurance Company, currently
conducting business in certain jurisdictions as Golden American
Life Insurance Company ("Golden American") and The Mutual Benefit
Life Insurance Company in Rehabilitation, successor to The Mutual
Benefit Life Insurance Company ("MBL"), through certain of their
respective separate accounts, invest in shares of the operating
Series of the Trust; and
WHEREAS, the parties hereto wish to limit the ordinary
operating expenses of the Trust borne by owners of the variable
annuities and variable life insurance policies issued or to be
issued by Golden American or MBL (the "Policies"); and
WHEREAS, the parties have previously entered into the
Agreement effective as of the 20th day of March, 1991, which
Agreement continues through the close of business on December 31,
1991; and
WHEREAS, the parties which to amend the Agreement;
NOW, THEREFORE, the parties do hereby agree as follows:
1. TERM OF AGREEMENT. The Agreement shall continue in full
force and effect and upon the same terms and conditions as
originally set forth through the close of business on April
30, 1992, except as set forth in Section 2 hereof.
2. REIMBURSEMENT OF EXPENSES OF THE SERIES OF THE TRUST.
Commencing February 17, 1992, and continuing through the
close of business on April 30, 1992, Manager hereby agrees
to pay the Trust the amount by which the ordinary operating
expenses of each of the Series exceeds the percentage of the
average net assets of each Series as set forth below:
(i) Liquid Asset Series .80%
(ii) Limited Maturity Bond Series .90%
(iii) All Growth Series 1.50%
(iv) Natural Resources Series 1.50%
(v) Real Estate Series 1.50%
(vi) Multiple Allocation Series 1.20%
(vii) Fully Managed Series 1.20%
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
DIRECTED SERVICES, INC.
By: /S/ Bernard R. Berkerlegge
--------------------------
THE SPECIALTY MANAGERS TRUST
By: /S/ Fred H. Davidson
--------------------------
EXHIBIT 3(d)
ASSIGNMENT AGREEMENT FOR
ORGANIZATIONAL AGREEMENT
AGREEMENT, made this _____ day of __________, 1991, by and
among Specialty Advisors Corp. ("SAC") (formerly Western Capital
Variable Advisors Corp.), a California corporation; Directed
Services, Inc. ("DSI"), a New York corporation; Golden American
Life Insurance Company ("Golden American"), a stock life
insurance company incorporated under the laws of the State of
Minnesota, on its own behalf and on behalf of any separate
accounts of Golden American shown on Exhibit A of the
Organizational Agreement, as defined below; and The Specialty
Managers trust, a Massachusetts business Trust("Trust").
WHEREAS, the Trust is registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended ("Act"), and
the Trust issues shares in several different classes, each of
which is known as a "Series"; and
WHEREAS, the Trust, SAC and Golden American entered into an
Organizational Agreement dated December 28, 1988 ("Organizational
Agreement"); and
WHEREAS, SAC has served as Manager to the Trust pursuant to
a Management Agreement between the Trustand SAC dated November 1,
1988; and
<PAGE>
<PAGE>
WHEREAS, the Trustand SAC have terminated the Management
Agreement with SAC, effective at the close of business on March
20, 1991; and
WHEREAS, commencing March 21, 1991, DSI has agreed to serve
as manager to the Trust pursuant to a new Management Agreement
between the Trustand DSI dated March 20, 1991; and
WHEREAS, SAC Golden American and the Trust desire to assign
SAC's interest in the Organizational Agreement to DSI and DSI
desires to be the assignee of SAC's interest.
NOW, THEREFORE, it is agreed as follows:
1. ASSIGNMENT. Effective as of March 21, 1991, SAC hereby
assigns to DSI all of its interest in the Organizational
Agreement.
2. PERFORMANCE OF DUTIES. DSI hereby assumes and agrees
to perform all of SAC's duties and obligations under the
Organizational Agreement and be subject to all of the terms and
conditions of said Agreement as if they applied to SAC. DSI
shall not be responsible for any claim or demand arising under
the Organizational Agreement from services rendered prior to the
effective date of this Assignment Agreement unless otherwise
agreed by DSI, and SAC shall not be responsible for any claim or
demand arising under the Organizational Agreement from services
rendered after the effective date of this Assignment Agreement
unless otherwise agreed by SAC.
-2-
<PAGE>
<PAGE>
3. REPRESENTATION OF DSI. DSI represents and warrants
that it is registered as an investment adviser under the
Investment Advisers Act of 1940 and will remain registered as
long as required by applicable law.
4. CONSENT. The Trust and Golden American hereby consent
to this assignment by SAC of its rights under the Organizational
Agreement to DSI and the assumption by DSI of SAC's interest in
such Agreement and the duties and obligations thereunder, and
agree, subject to the terms and conditions of said Agreement, to
look to DSI for the performance of the duties and obligations
formerly owed by SAC under said Agreement.
-3-
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this
Assignment Agreement to be executed by their duly authorized
officers hereunto duly attested as of the date and year written
above.
Specialty Advisors Corp.
_______________________ By: _______________________________
Attest
_______________________ _______________________________
Title Title
Directed Services, Inc.
_______________________ By: _______________________________
Attest
_______________________ _______________________________
Title Title
-4-
<PAGE>
<PAGE>
Golden American Life Insurance Company
_______________________ By: _______________________________
Attest
_______________________ _______________________________
Title Title
The Specialty Managers Trust
_______________________ By: _______________________________
Attest
_______________________ _______________________________
Title Title
-5-
EXHIBIT 4(a)
[graphics of 4 bold lines]
GOLDEN DEFERRED VARIABLE
AMERICAN AUNNITY CONTRACT
LIFE INSURANCE
COMPANY
Golden American is a stock company domiciled in Wilmington, Delaware.
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) Certificate Number |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 |
|----------------------------------------------------------------------|
This is a legal contract between its owner and us. Please read it
carefully. In this contract you or your refers to the owner shown
above. We, our or us refers to Golden American Life Insurance
Company. You may allocate this contract's accumulation value among
the separate account divisions shown on page 3B and the general
account divisions shown on page 3C.
If this contract is in force, we will make income payments to the
annuitant starting on the annuity commencement date. If the
annuitant (when there is no contingent annuitant) or owner dies prior
to the annuity commencement date, we will pay a death benefit to the
beneficiary. The amount of such benefits are subject to the terms of
this contract.
All payments and values, when based on the investment experience of a
separate account, may increase or decrease, depending on the
contract's investment results.
Right to Examine this Contract
If, for any reason, you are not satisfied with this contract, you may
return it to us with a written request for cancellation before the
end of the free look period. This period ends ten days after the
date you receive the contract. Mail or deliver this contract and
your request to our Customer Service Center. If returned, this
contract will be voided as of the date we receive your contract and
request. We will return to you this contract's accumulation value
plus any charges we deducted.
Customer Service Center
P.O. Box 8794
Wilmington, DE 19899-8794
President: Secretary:
Deferred Variable Annuity Contract - No Dividends
- -----------------------------------------------------------------------
Variable cash surrender values while the annuitant and owner are
living and prior to the annuity commencement date. Death benefit
subject to guaranteed minimum. Additional premium payment option.
Partial withdrawal option. Non-participating. Investment results
reflected in values.
<PAGE>
<PAGE>
Contract Contents
- -----------------------------------------------------------------------
Payment and Investment
Information.................3A Your Contract Benefits.........10
The Separate Accounts.........3B
The General Account...........3C Cash Value Benefit
Contract Facts................3D Partial Withdrawal Option
Charges and Fees..............3E Proceeds Payable to the
Beneficiary
Income Plan Factors...........3F
Introduction to this Contract.4 Choosing an Income Plan........12
The Contract Annuity Benefits
The Owner Annuity Commencement Date
Selection
The Annuitant Frequency Selection
The Beneficiary The Income Plan
Change of Owner or Beneficiary The Annuity Options
Payments When Named Person Dies
Premium Payments and Allocation
Changes.....................5
Other Important Information....14
Initial Premium Payment
Additional Premium Payment Option Sending Notice to Us
Your Right to Change Allocation Reports to Owner
of Accumulation Value Assignment - Using this Contract
as Collateral Security
What Happens if a Separate
Account Division is Not
Available Changing this Contract
Contract Changes - Applicable Tax
Law
How We Measure the Contract's Misstatement of Age or Sex
Accumulation Value.......6 Non-Participating
Payments We may Defer
The Separate Accounts Authority to Make Agreements
The General Account Required Note on Our Computations
Valuation Period
Accumulation Value
Accumulation Value in each Division
Measurement of Investment Experience
Charges Deducted from Accumulation Value on
each Contract Processing Date
A copy of the application and any additional riders and endorsements
are at the back of this contract.
Specification Pages
The Specification Pages (pages 3A to 3F) give specific facts about
this contract and its coverage. Please refer to them while reading
this contract.
Specification Pages
Payment And Investment Information
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
|35 MALE 55 |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
| LIFE 10 YEAR |
|$100,000 CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Certificate Date Certificate Issue Date Certificate Number |
|JANUARY 1, 1993 JANUARY 1, 1993 123456 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Initial Investment
Initial premium payment received: $10,000
As requested in the application, your accumulation value has been
invested as follows:
Percentage of
Division Accumulation Value
Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Natural Resources 10%
Emerging Markets 10%
The Managed Global Account 10%
Limited Maturity Bond 5%
Liquid Asset 5%
---
Total 100%
Additional Premium Payment Information
We will accept additional premium payments until either the annuitant
or the owner reaches the attained age of 85. The minimum additional
payment which may be made is $500.
Accumulation Value Allocation Rules
The maximum number of divisions in which you may be invested at any
one time is eleven. You are allowed five allocation changes per
contract year without charge. We will impose a charge for each
additional allocation change in excess of five. The excess
allocation charge is shown on page 3E.
Allocation Changes by Telephone
You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any notice
or request for allocation changes to our Customer Service Center at
the address shown on the cover page.
<PAGE>
<PAGE>
The Separate Accounts
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Divisions Investing in Shares of a Mutual Fund
Separate Account B (the "Account") is a unit investment trust
separate account, organized in and governed by the laws of the State
of Delaware, our state of domicile. The Account is divided into
divisions.
Each division listed below invests in shares of the mutual fund
portfolio (the "Series") designated. Each portfolio is a part of The
GCG Trust (the "Trust") managed by Directed Services, Inc.
ALL-GROWTH ALL-GROWTH SERIES
DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd.
CAPITAL CAPITAL APPRECIATION SERIES
APPRECATION Portfolio Manager - INVESCO (NY), Inc
DIVISION
DEVELOPING DEVELOPING WORLD SERIES
WORLD DIVISION Portfolio Manager - Baring International Investment
Limited
GROWTH GROWTH OPPORTUNITIES SERIES
OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC
DIVISION
FULLY FULLY MANAGED SERIES
MANAGED Portfolio Manager - T. Rowe Price Associates, Inc.
DIVISION
MULTIPLE MULTIPLE ALLOCATION SERIES
ALLOCATION Portfolio Manager - Zweig Advisors Inc
DIVISION
RISING RISING DIVIDENDS SERIES
DIVIDENDS Portfolio Manager - Kayne Anderson Investment
DIVISION Management, LLC
STRATEGIC STRATEGIC EQUITY SERIES
EQUITY Portfolio Manager - Zweig Advisors Inc
DIVISION
VALUE VALUE EQUITY SERIES
EQUITY Portfolio Manager - Eagle Asset Management, Inc.
DIVISION
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
EMERGING EMERGING MARKETS SERIES
MARKETS Portfolio Manager - J. P. Morgan Investment
DIVISION Management Inc.
GLOBAL GLOBAL FIXED INCOME PORTFOLIO
FIXED Portfolio Manager - Baring Investment Limited
INCOME International
DIVISION
GROWTH AND GROWTH AND INCOME PORTFOLIO
INCOME Portfolio Manager - Robertson, Stephens & Company
DIVISION Investment Management, L.P.
HARD HARD ASSETS SERIES
ASSETS Portfolio Manager - Van Eck Associates Corporation
DIVISION
LIMITED LIMITED MATURITY BOND SERIES
MATURITY Portfolio Manager - ING Investment Management, LLC
BOND
DIVISION
LIQUID LIQUID ASSET SERIES
ASSET Portfolio Manager - ING Investment Management, LLC
DIVISION
MANAGED MANAGED GLOBAL SERIES
GLOBAL Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
MID-CAP MID-CAP GROWTH SERIES
GROWTH Portfolio Manager - Massachusetts Financial Services
DIVISION Co.
REAL REAL ESTATE SERIES
ESTATE Portfolio Manager - EII Realty Securities, Inc.
DIVISION
RESEARCH RESEARCH PORTFOLIO
DIVISION Portfolio Manager - Massachusetts Financial Services
Company
SMALL SMALL CAP SERIES
CAP Portfolio Manager - Fred Alger Management, Inc.
DIVISION
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
TOTAL TOTAL RETURN PORTFOLIO
RETURN Portfolio Manager - Massachusetts Financial Services
DIVISION Company
VALUE + VALUE + GROWTH PORTFOLIO
GROWTH Portfolio Manager - Robertson, Stephens & Company
DIVISION Investment Management, L.P.
NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG
TRUST FOR MORE DETAILS.
Each Division below invests in shares of the mutual fund portfolio
(the "Portfolio") designated. Each portfolio is a part of the PIMCO
Trust managed by Pacific Investment Management Company ("PIMCO")
HIGH YIELD HIGH YIELD BOND PORTFOLIO
BOND Portfolio Manager - PIMCO.
DIVISION
STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO
GROWTH AND Portfolio Manager - PIMCO
INCOME DIVISION
<PAGE>
<PAGE>
The General Account
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Guaranteed Division
Not available.
<PAGE>
<PAGE>
Contract Facts
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Contract Processing Dates
The contract processing dates are the days when we deduct charges
from the accumulation value. The contract processing date for your
contract is April 1 of each year.
Contract Processing Periods
The period between successive contract processing dates unless it is
the first contract processing period. In that case, it is the period
from the contract date to the first contract processing date.
Specially Designated Division
When a distribution is made from an investment portfolio underlying a
separate account division or from a division of a managed separate
account in which reinvestment is not available, we will allocate the
amount of the distribution to the Liquid Asset Division unless you
specify otherwise.
Partial Withdrawal Information
Conventional Partial Withdrawals
Minimum Withdrawal Amount: $1,000
Maximum Withdrawal Percentage Factor: 15% of accumulation value as
of the date of the withdrawal.
We will collect a surrender charge for excess partial withdrawals.
See Deferred Contract Loading shown in the Schedule. In no event may
a partial withdrawal be greater than 90% of the cash surrender value.
Systematic Partial Withdrawals
Systematic partial withdrawals may be elected to commence after 28
days from the contract issue date. Systematic partial withdrawals
may be taken on a monthly or quarterly basis, as long as the minimum
of $100 is met. Maximum Percentage: 1.25% Monthly or 3.75%
Quarterly
We will collect a surrender charge for excess partial withdrawals.
See Deferred Contract Loading shown in the Schedule.
<PAGE>
<PAGE>
Contract Facts (continued)
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Guaranteed Death Benefit Interest Rate
The death benefit proceeds are adjusted at a rate of 7% compounded
annually, except that with respect to amounts in the Liquid Asset
Division, the interest rate applied to such amounts will be the net
rate of return for the Liquid Asset Division during the current
valuation period, if it is less than 7%.
Maximum Guaranteed Death Benefit
This amount is equal to the sum of the premiums paid multiplied by
two minus the sum of any partial withdrawals taken.
Attained Age
The issue age of the annuitant plus the number of full years elapsed
since the contract date.
Required Date of Annuity Commencement
The required date of annuity commencement is the same date as the
contract processing date in the month following the annuitant's 90th
birthday.
Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is $20.
<PAGE>
<PAGE>
Charges and Fees
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Deductions from Premiums
None.
Deductions from Accumulation Value
Initial Administrative Charge
None.
Administrative Charge
We charge $40 to cover a portion of our ongoing administrative
expenses for each contract processing period. The charge is incurred
at the beginning of the contract processing period and deducted on
the contract processing date at the end of the period. If the sum of
the initial and additional premiums paid during the first contract
year, equals $100,000 or more, this charge will be waived under the
contract.
Excess Allocation Charge
If you make more than five allocation changes during a contract year,
we will impose a $25 charge at the time each additional allocation is
processed. The charge, unless you specify otherwise, will be
deducted in proportion to the amount being transferred from each
division.
Partial Withdrawal Charge
If you take more than one conventional partial withdrawal during a
contract year, we impose a charge of the lesser of $25 and 2.0% of
the amount withdrawn at the time each additional conventional partial
withdrawal is processed. The charge, unless you specify otherwise,
will be deducted in proportion to the amount being withdrawn from
each division.
Guaranteed Death Benefit Charge
Not applicable.
Deferred Charges Against the Accumulation Value
Recovery of Deferred Contract Loading
The recovery of deferred loading is equivalent to a "distribution
fee," and a "surrender charge" as follows: (i) a "distribution fee"
deducted in an annual amount of 1.00% of each premium at the end of
each contract processing period for a period of six years from the
date we receive and accept each premium payment; and (ii) a
"surrender charge" deducted when a contract is surrendered or an
excess partial withdrawal is taken during the six year period from
the date we receive and accept each premium payment. The surrender
charge percentages are as follows:
Full Years Since Payment
1 2 3 4 5 6 7+
---- ---- ---- ---- ---- ---- ----
Percentage of Payment 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00%
An excess partial withdrawal will cause imposition of a surrender
charge and result in the reduction in the surrender charge still
applicable.
Contingent Deferred Sales Charge
None.
<PAGE>
<PAGE>
Charges and Fees (continued)
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Premium Taxes
We deduct from the accumulation value the amount of any premium or
other state and local taxes levied by any state or governmental
entity when such taxes are incurred. We reserve the right to change
the amount we charge for premium tax charges on future premium
payments to conform with changes in the law or if the annuitant
changes state of residence.
Optional Benefit Riders, if any
None.
Deductions from the Divisions
Mortality and Expense Risk Charge
We deduct 0.002477% of the assets in each division of the separate
account on a daily basis (equivalent to an annual rate of 0.90%) for
mortality and expense risks.
Asset Based Administrative Charge
We deduct 0.000276% of the assets in each division of the separate
account on a daily basis (equivalent to an annual rate of 0.10%) to
compensate us for a portion of our administrative expenses.
Charge Deduction Division
All charges against the accumulation value in this contract will be
deducted from the Liquid Asset Division.
<PAGE>
<PAGE>
Income Plan Factors
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Values for other payment periods, ages, or joint life combinations
are available on request. Monthly payments are shown for each $1,000
applied.
Table for Income for a Fixed Period
Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
1 $84.68 11 $8.88 21 $5.33
2 42.96 12 8.26 22 5.16
3 29.06 13 7.73 23 5.00
4 22.12 14 7.28 24 4.85
5 17.95 15 6.89 25 4.72
6 15.18 16 6.54 26 4.60
7 13.20 17 6.24 27 4.49
8 11.71 18 5.98 28 4.38
9 10.56 19 5.74 29 4.28
10 9.64 20 5.53 30 4.19
Table for Income for Life
Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- ---- ---------------- ---------------- --------------
50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42
55 5.45/4.96 4.99/4.72 5.16/ 4.79
60 6.11/5.52 5.30/5.07 5.75/ 5.29
65 6.91/6.26 5.54/5.40 6.52/ 5.97
70 7.79/7.18 5.68/5.62 7.33/ 6.74
75 8.61/8.18 5.75/5.73 8.61/ 7.90
80 9.24/9.01 5.77/5.76 10.43/ 9.50
85 & Over 9.62/9.52 5.77/5.77 12.16/10.98
<PAGE>
<PAGE>
Introduction to this Contract
- -----------------------------------------------------------------------
The Contract
This is a legal contract between you and us. We provide benefits as
stated in this contract. In return, you supply us with a completed
application and the initial premium payment required to put this
contract in effect.
This contract, together with the attached copy of the initial
application and any riders or endorsements, constitutes the entire
contract. Riders and endorsements add provisions or change the terms
of the basic contract.
The Owner
You are the owner of this contract. You are also the annuitant
unless another annuitant has been named in the application and is
shown on page 3A. You have the rights and options described in this
contract.
One or more people may own this contract. In the case of a sole
owner who dies prior to the annuity commencement date, we will pay
the beneficiary the death benefit then due. The sole owner's estate
will be the beneficiary if no beneficiary designation is in effect,
or if the designated beneficiary has predeceased the owner. In the
case of a joint owner of the contract dying prior to the annuity
commencement date, we will designate the surviving owner(s) as the
beneficiary(ies).
The Annuitant
The annuitant will receive the annuity benefits of this contract if
living on the annuity commencement date. You may name a contingent
annuitant. The annuitant may not be changed at any time.
If the annuitant dies before the annuity commencement date, the
contingent annuitant becomes the annuitant. If there is no
contingent annuitant when the annuitant dies, the beneficiary will be
as provided in the beneficiary designation then in effect. If no
beneficiary designation is in effect, or if there is no designated
beneficiary living, the owner will be the beneficiary. If the
annuitant is the sole owner and there is no beneficiary designation,
the annuitant's estate will be the beneficiary.
The Beneficiary
The beneficiary is the person to whom we pay death proceeds if the
annuitant or owner dies prior to the annuity commencement date. See
Death Benefit Proceeds for more information. We pay death proceeds
to the primary beneficiary. If the primary beneficiary dies before
the annuitant, the death proceeds are paid to the contingent
beneficiary, if any. If there is no surviving beneficiary, we pay
the death proceeds to the owner (if other than the annuitant). If
the owner was the annuitant, we pay any death proceeds to the
annuitant's estate.
One or more persons may be named as primary beneficiary or contingent
beneficiary. In the case of more than one beneficiary, we will
assume any death proceeds are to be paid in equal shares to the
surviving beneficiaries. You can specify other than equal shares.
You have the right to change beneficiaries, unless you designate the
primary beneficiary irrevocable. When an irrevocable beneficiary has
been designated, you and the irrevocable beneficiary must act
together to exercise the rights and options under this contract.
Change of Owner or Beneficiary
During the annuitant's lifetime and while this contract is in effect
you can transfer ownership of this contract or change the
beneficiary. To make any of these changes, you must send us written
notice of the change in a form satisfactory to us. The change will
take effect as of the day the notice is signed. The change will not
affect any payment made or action taken by us before recording the
change at our Customer Service Center.
<PAGE>
<PAGE>
Premium Payments and Allocation Changes
- -----------------------------------------------------------------------
Initial Premium Payment
The initial premium payment is required to put this contract in
effect. The amount of the initial premium payment is shown on page
3A.
Additional Premium Payment Option
You may make additional premium payments under this contract after
the end of the free look period. Restrictions on additional premium
payments, such as the attained age of the annuitant or owner and the
timing and amount of each payment, are shown on page 3A. We reserve
the right to defer acceptance of or to return any additional premium
payments.
As of the date we receive and accept your additional premium payment:
(1) The accumulation value will increase by the amount of the
premium payment less any premium deductions as shown on page 3E.
(2) The increase in the accumulation value will be allocated among
the separate and general account divisions in accordance with
your instructions. If you do not provide such instructions,
allocation will be among the separate and general account
divisions in proportion to the amount of accumulation value in
each division as of the date we receive and accept your
additional premium payment. Some general account divisions may
have restrictions on allocations. See page 3C.
(3) Any deferred contract loading will increase. Such increase will
be recovered in level installments from this contract's
accumulation value. See page 3E for details.
Where to Make Payments
Remit the premium payments to our Customer Service Center at the
address shown on the cover page. On request we will give you a
receipt signed by our treasurer.
Your Right to Change Allocation of Accumulation Value
You may change the allocation of the accumulation value among the
divisions after the end of the free look period. The number of free
allocation changes each year that we will allow is shown on page 3A.
To make an allocation change, you must provide us with satisfactory
notice at our Customer Service Center. Some general account
divisions may have restrictions on reallocations. See page 3C.
What Happens if a Separate Account Division is Not Available
When a distribution is made from an investment portfolio supporting a
unit investment trust separate account division or from a division of
a managed separate account in which reinvestment is not available, we
will allocate the distribution to the Specially Designated Division
shown on page 3D unless you specify otherwise.
Such a distribution may occur when an investment portfolio or
division matures, when distribution from a portfolio or division
cannot be reinvested in the portfolio or division due to the
unavailability of securities, or for other reasons. When this occurs
because of maturity, we will send written notice to you 30 days in
advance of such date. To elect an allocation to other than the
Specially Designated Division shown on page 3D, you must provide
satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an
allocation change of the accumulation value for purposes of the
number of free allocations permitted.
<PAGE>
<PAGE>
How We Measure the Contract's Accumulation Value
- -----------------------------------------------------------------------
The variable annuity benefits under this contract are provided
through investments which may be made in our separate and general
accounts.
The Separate Accounts
These accounts, which are designated on page 3B, are kept separate
from our general account and any other separate accounts we may have.
They are used to support variable annuity contracts and may be used
for other purposes permitted by applicable laws and regulations. We
own the assets in the separate accounts. Assets equal to the
reserves and other liabilities of the accounts will not be charged
with liabilities that arise from any other business we conduct; but,
we may transfer to our general account assets which exceed the
reserves and other liabilities of the separate accounts. Income and
realized and unrealized gains or losses from assets in these separate
accounts are credited to or charged against the account without
regard to other income, gains or losses in our other investment
accounts.
One type of separate account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine
to be suitable for this contract's purposes. This separate account
is treated as a unit investment trust under Federal securities laws.
It is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940. This separate account is
also governed by state laws as designated on page 3B.
Another type of separate account will invest directly in portfolio
securities deemed appropriate by the investment adviser or the
committee managing a separate account. This separate account is
treated as an open end, diversified management investment company
under Federal securities laws. It is registered with the SEC under
the Investment Company Act of 1940. This separate account is also
governed by state laws as designated on page 3B.
Separate Account Divisions
A unit investment trust separate account includes divisions, each
investing in a designated investment portfolio. The divisions and
the investment portfolios in which they invest, if applicable, are
specified on page 3B. Some of the portfolios designated may be
managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
A managed separate account includes divisions, each investing
directly in portfolios of securities designed to meet the objectives
of the division. The divisions, if applicable, and their objectives
are specified on page 3B. Some of the divisions designated may be
managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
Changes Within the Separate Accounts
We may, from time to time, make additional separate account divisions
available to you. These divisions will invest in investment
portfolios we find suitable for this contract. We also have the
right to eliminate divisions from a separate account, to combine two
or more divisions or to substitute a new portfolio for the portfolio
in which a division invests. A substitution may become necessary if,
in our judgment, a portfolio or division no longer suits the purposes
of this contract. This may happen due to a change in laws or
regulations, or a change in a portfolio's investment objectives or
restrictions, or because the portfolio or division is no longer
available for investment, or for some other reason. We will get
prior approval from the insurance department of our state of domicile
before making such a substitution. This approval process is on file
with the insurance department of the jurisdiction in which this
contract is delivered. We will also get any required approval from
the SEC and any other required approvals before making such a
substitution.
Subject to any required regulatory approvals, we reserve the right to
transfer assets of the separate account, which we determine to be
associated with the class of contracts to which this contract
belongs, to another separate account or division.
<PAGE>
<PAGE>
How We Measure the Contract's Accumulation Value (continued)
- -----------------------------------------------------------------------
When permitted by law, we reserve the right to:
(1) deregister a separate account under the Investment Company Act
of 1940;
(2) operate a separate account as a management company under the
Investment Company Act of 1940, if it is operating as a unit
investment trust;
(3) operate a separate account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed
separate account;
(4) restrict or eliminate any voting rights of owners, or other
persons who have voting rights as to a separate account; and,
(5) combine a separate account with other separate accounts.
The General Account
The general account contains all assets of the company other than
those in the separate accounts we establish. The general account
divisions available for investment are shown on page 3C. We may,
from time to time, offer other divisions where assets are held in our
general account.
Valuation Period
Each division will be valued at the end of each valuation period on a
valuation date. A valuation period is each business day together
with any non-business days before it. A business day is any day the
New York Stock Exchange (NYSE) is open for trading, or any day in
which the SEC requires that mutual funds, unit investment trusts, or
other investment portfolios be valued.
Accumulation Value
The accumulation value of this contract is the sum of the amounts in
each of the separate and general account divisions. You select the
separate and general account divisions to which to allocate the
accumulation value. The maximum number of divisions to which the
accumulation value may be allocated at any one time is shown on page
3A.
Accumulation Value in each Division
On the Contract Date
On the contract date, the accumulation value is allocated to each
division as shown on page 3A.
On each Valuation Date
At the end of each subsequent valuation period, the amount of
accumulation value in each division will be calculated as follows:
(1) We take the accumulation value in the division at the end of the
preceding valuation period.
(2) We multiply (1) by the division's net rate of return for the
current valuation period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown on page 3E) allocated to the division during the
current valuation period.
(5) We add or subtract allocations to or from that division during
the current valuation period.
(6) We subtract from (5) any partial withdrawals which are allocated
to the division during the current valuation period.
<PAGE>
<PAGE>
How We Measure the Contract's Accumulation Value (continued)
- -----------------------------------------------------------------------
(7) We subtract from (6) the amounts allocated to that division for:
(a) any charges due for optional benefit riders as shown on page 3E
;
(b) any contract fees as shown on page 3E; and
(c) any recovery of deferred contract loading as shown on page 3E.
All amounts in (7) are allocated to each division in the proportion
that (6) bears to the accumulation value unless the Charge Deduction
Division has been specified (See page 3E).
Measurement of Investment Experience
Index of Investment Experience
The investment experience of a separate account division is
determined on each valuation date. We use an index to measure
changes in each division's experience during a valuation period. We
set the index at $10 when the first investments in a division are
made. The index for a current valuation period equals the index for
the preceding valuation period multiplied by the experience factor
for the current valuation period.
How We Determine the Experience Factor
For divisions of a unit investment trust separate account the
experience factor reflects the investment experience of the portfolio
in which the division invests as well as the charges assessed against
the division for a valuation period. The factor is calculated as
follows:
(1) We take the net asset value of the portfolio in which the
division invests at the end of the current valuation period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and
reinvested in such portfolio during the current valuation
period. We subtract from that amount a charge for our taxes, if
any.
(3) We divide (2) by the net asset value of the portfolio at the end
of the preceding valuation period.
(4) We subtract the daily mortality and expense risk charge for each
division shown on page 3E for each day in the valuation period.
This charge is to cover expense and mortality risks that we are
assuming.
(5) For certain divisions, we subtract an additional charge equal to
the daily charge shown on page 3E for each day in the valuation
period.
For divisions of a managed separate account which invest directly in
portfolio securities the experience factor reflects the investment
experience of the division as well as the charges assessed against
the division. The factor is calculated as follows:
(1) Take the value of the assets in the division at the end of the
preceding valuation period.
(2) Add to (1) any investment income and capital gains, realized or
unrealized, credited to the assets during the current valuation
period.
(3) Subtract from (2) any capital losses, realized or unrealized,
charged against the assets during the current valuation period.
(4) Subtract from (3) any amount charged against the division for
any taxes.
(5) Divide (4) by the value of the assets in the division at the end
of the preceding valuation period.
(6) Subtract from (5) a daily charge for operating expenses actually
incurred.
(7) Subtract from (6) the daily charge for investment advice for
each day in the valuation period as shown on page 3B.
(8) Subtract from (7) the daily charge for mortality and expense
risks for each day in the valuation period as shown on page 3E.
Calculations for divisions investing in mutual fund portfolios are
made on a per share basis. Calculations for divisions investing in
unit investment trusts are on a per unit basis.
<PAGE>
<PAGE>
How We Measure the Contract's Accumulation Value (continued)
- -----------------------------------------------------------------------
Net Rate of Return for a Separate Account Division
The net rate of return for a separate account division during a
valuation period is the experience factor for that valuation period
minus one.
Net Rate of Return for a General Account Division
The net rate of return for a general account division during a
valuation period is the rate for the number of days in the valuation
period equivalent to the effective annual rate declared for that
division.
Charges Deducted from Accumulation Value on each Contract Processing
Date
Expense charges, including administrative and other fees, and the
recovery of any deferred contract loading, are shown on page 3E.
Charge Deduction Division Option
We will deduct all charges against the accumulation value of this
contract from the Charge Deduction Division if you elected this
option on the application (see page 3E). We will deduct these
charges proportionately from all of the divisions in which you are
invested if you did not elect this option or if the charges are
greater than the amount in the Charge Deduction Division.
You may at any time while this contract is in effect change your
election of this option. To do this you must send us a written
request to our Customer Service Center. Any change will take effect
within seven days of the date we receive your request.
<PAGE>
<PAGE>
Your Contract Benefits
- -----------------------------------------------------------------------
While this contract is in effect, there are important rights and
benefits that are available to you. We discuss these rights and
benefits in this section.
Cash Value Benefit
Cash Surrender Value
The cash surrender value, while the annuitant is living and before
the annuity commencement date, is determined as follows:
(1) We take the contract's accumulation value;
(2) We deduct any unrecovered deferred contract loading;
(3) We deduct any charges shown on page 3E that have been incurred
but not yet deducted, including:
(a) any first year administrative fee that has not yet been
deducted;
(b) any quarterly administrative fee to be deducted on the next
contract processing date;
(c) the pro rata part of any guaranteed death benefit charge;
and,
(d) the pro rata part of any charges for optional benefit
riders.
Cancelling to Receive the Cash Surrender Value
You may, at any time while the annuitant is living and before the
annuity commencement date, surrender this contract to us. To do
this, you must return this contract with a signed request for
cancellation to our Customer Service Center.
The cash surrender value will vary daily. We will determine the cash
surrender value as of the date we receive the contract and your
signed request in our Customer Service Center. All benefits under
this contract will then end.
We will usually pay the cash surrender value within seven days. But
we may delay payment as described in the Payments We may Defer
provision.
Partial Withdrawal Option
After the first contract anniversary, you may make a partial
withdrawal once in each contract year. The minimum amount that may
be withdrawn is shown on page 3D. The maximum amount that may be
withdrawn is determined by multiplying the cash surrender value by
the maximum withdrawal percentage factor shown on page 3D. Any
withdrawal you make will not be treated as premium only for the
purposes of calculating the deferred charges against the accumulation
value. To take a partial withdrawal, you must provide us with
satisfactory notice at our Customer Service Center.
Proceeds Payable to the Beneficiary See Endorsement
Prior to the Annuity Commencement Date
If either the annuitant (when there is no contingent annuitant) or
owner dies prior to the annuity commencement date we will pay the
beneficiary the greater of either the accumulation value or
guaranteed death benefit. We will pay the amount on receipt of due
proof of the annuitant's or owner's death at our Customer Service
Center. Such amount may be received in a single lump sum or applied
to any of the annuity options (see Choosing an Income Plan).
How to Claim Payments to Beneficiary
We must receive proof of the annuitant's or owner's death before we
will make any payments to the beneficiary. We will calculate the
death benefit as of the date we receive due proof of death. The
beneficiary should contact our Customer Service Center for
instructions.
<PAGE>
<PAGE>
Your Contract Benefits (continued)
- -----------------------------------------------------------------------
Guaranteed Death Benefit
On the contract date the guaranteed death benefit is equal to the
premium paid. On subsequent valuation dates, the guaranteed death
benefit is calculated as follows:
(1) take the guaranteed death benefit from the prior valuation date;
(2) calculate interest on (1) for the current valuation period at
the Guaranteed Death Benefit Interest Rate shown on page 3D;
(3) add (1) and (2);
(4) add any additional premiums paid during the current valuation
period to (3);
(5) subtract any partial withdrawals made during the current
valuation period from (4);
(6) subtract any charges made during the current valuation period
for optional benefit riders from (5).
If (6) is greater than the Maximum Guaranteed Death Benefit described
on page 3D, we will pay the Maximum Guaranteed Death Benefit.
<PAGE>
<PAGE>
Choosing an Income Plan
- -----------------------------------------------------------------------
Annuity Benefits
If the annuitant and owner are living on the annuity commencement
date, we will begin making payments to the annuitant. We will make
these payments under the annuity option (or options) as chosen in the
application or as subsequently selected. You may choose or change an
annuity option by making a written request at least 30 days prior to
the annuity commencement date. Unless you have chosen otherwise,
Option 2 on a 10 year period certain basis will become effective.
The amount of the payments will be determined by applying the
accumulation value on the annuity commencement date in accordance
with the Annuity Options section below (See Payments We May Defer).
Before we pay any annuity benefits, we require the return of this
contract. If this contract has been lost, we require the applicable
lost contract form.
Annuity Commencement Date Selection
You select the Annuity Commencement Date. You may select any date
following the third contract anniversary but before the required date
of annuity commencement as shown on page 3D. If you do not select a
date, the annuity commencement date will be in the month following
the required date of annuity commencement.
Frequency Selection
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, the payments will be made monthly.
The Income Plan
While this contract is in effect and before the annuity commencement
date, you may choose one or more annuity options for the payment of
death benefit proceeds. If, at the time of the annuitant's or
owner's death, no option has been chosen for paying death benefit
proceeds, the beneficiary may choose an option within one year. You
may also elect an annuity option on surrender of the contract for its
cash surrender value. For each option we will issue a separate
written agreement putting the option into effect.
Our approval is needed for any option where:
(1) the person named to receive payment is other than the owner or
beneficiary; or
(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 shown on page 3D.
The Annuity Options
There are four options to choose from. They are:
Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years.
We guarantee each monthly payment will be at least the Income For
Fixed Period amount shown on page 3F. Values for annual, semiannual
or quarterly payments are available on request.
Option 2. Income for Life
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be
10 or 20 years. Other periods certain are available on request. A
refund certain may be chosen 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 each payment will be at least the amount shown in the
Income for Life Table on page 3F. By age we mean the named person's
age on his or her last birthday before the option's effective date.
Amounts for ages not shown are available on request.
<PAGE>
<PAGE>
Choosing an Income Plan (continued)
- -----------------------------------------------------------------------
Option 3. Joint Life Income
This option is available if there are two persons named to receive
payments. At least one of the persons named must be either the owner
or beneficiary of this contract. Monthly payments are guaranteed and
are made as long as at least one of the named persons is living. The
monthly payment amounts are available upon request.
Option 4. Annuity Plan
An amount can be used to buy any single premium annuity we offer on
the option's effective date.
Payment when Named Person Dies
When the person named to receive payment dies, we will pay any
amounts still due as provided by the option agreement. The amounts
still due are determined as follows:
(1) For options 1, 2, or any remaining guaranteed payments, payments
will be continued. 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 3.00% for option 1 and 3.50% for option 2.
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 this contract.
(2) For option 3, no amounts are payable after both named persons
have died.
(3) For option 4, the annuity agreement will state the amount due,
if any.
<PAGE>
<PAGE>
Other Important Information
- -----------------------------------------------------------------------
Sending Notice to Us
Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown on the
cover page. Please include your contract number in all
correspondence.
Reports to Owner
We will send you a report within 31 days of each contract quarter.
The report will show the accumulation value and the cash surrender
value as of the end of the contract processing period. The report
will also show the allocation of the accumulation value as of such
date and the amounts deducted from or added to the accumulation value
since the last report. The report will also include any other
information that may be currently required by the insurance
supervisory official of the jurisdiction in which this contract is
delivered.
We will also send you copies of any shareholder reports of the
portfolios in which the divisions of the separate accounts invest, as
well as any other reports, notices or documents required by law to be
furnished to contract owners.
Assignment - Using this Contract as Collateral Security
You can assign this contract as collateral security for a loan or
other obligation. This does not change the ownership. Your rights
and any beneficiary's rights are subject to the terms of the
assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center.
We are not responsible for the validity of any assignment.
Changing this Contract
This contract or any additional benefit riders may be changed to
another annuity plan according to our rules at the time of the
change.
Contract Changes - Applicable Tax Law
We reserve the right to make changes in this contract or its riders
to the extent we deem it necessary to continue to qualify this
contract as an annuity. Any such changes will apply uniformly to all
contracts that are affected. You will be given advance written
notice of such changes.
Misstatement of Age or Sex
If an age or sex has been misstated in the application, the amounts
payable or benefits provided by this contract shall be those that the
premium payment made would have bought at the correct age or sex .
Non-Participating
This contract does not participate in the divisible surplus of Golden
American Life Insurance Company.
<PAGE>
<PAGE>
Other Important Information (continued)
Payments We may Defer
We may not be able to determine the value of the assets of the
separate account divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists; or
(3) an order or pronouncement of the SEC permits a delay for the
protection of contract owners.
(4) the check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.
During such times, as to amounts allocated to the divisions of the
separate account, we may delay:
(1) determination and payment of the cash surrender value;
(2) determination and payment of any death benefit if death occurs
before the annuity commencement date;
(3) allocation changes of the accumulation value; or,
(4) application of the accumulation value under an income plan.
As to amounts allocated to a general account division, we may, at any
time, defer payment of the cash surrender value for up to six months
after we receive a request for it. We will allow interest of at
least 4.00% a year on any cash surrender value payment derived from
the general account divisions that we defer 30 days or more.
Authority to Make Agreements
All agreements made by us must be signed by our president or a vice
president and by our secretary or an assistant secretary. No other
person, including an insurance agent or broker, can:
(1) change any of this contract's terms;
(2) extend the time for premium payments; or
(3) make any agreement binding on us.
Required Note on Our Computations
We have filed a detailed statement of our computations with the
insurance supervisory official in the jurisdiction where this
contract is delivered. The values are not less than those required
by the law of that state or jurisdiction. Any benefit provided by an
attached optional benefit rider will not increase these values unless
otherwise stated in that rider.
<PAGE>
<PAGE>
<PAGE>
<PAGE>
[Page Left Blank]
Deferred Variable Annuity Contract - No Dividends
- -----------------------------------------------------------------------
Variable cash surrender values while the annuitant and owner are
living and prior to the annuity commencement date. Death benefit
subject to guaranteed minimum. Additional premium payment option.
Partial withdrawal option. Non-participating. Investment results
reflected in values.
EXHIBIT 4(b)
[graphics of 4 bold lines]
GOLDEN DEFERRED VARIABLE
AMERICAN AUNNITY CERTIFICATE
LIFE INSURANCE
COMPANY
Golden American is a stock company domiciled in Wilmington, Delaware.
- -----------------------------------------------------------------------
|----------------------------------------------------------------------|
|Contractholder Group Contract Number |
|GOLDEN INVESTORS TRUST G000001-0E |
|----------------------------------------------------------------------|
|Annuitant Certificateowner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date |
| $100,000 LIFE 10 YEAR CERTAIN |
|JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) Certificate Number |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 |
|----------------------------------------------------------------------|
In this certificate "you" or "your" refers to the certificateowner
shown above. "We", "our", or "us" refers to Golden American Life
Insurance Company. You may allocate this certificate's accumulation
value among the separate and general account divisions shown in the
Schedule.
This certificate describes the benefits and provisions of the group
contract. The group contract, as issued to the contractholder by us,
alone makes up the agreement under which benefits are paid. The
group contract may be inspected at the office of the contractholder.
In consideration of the enrollment form for this certificate and the
payment of premiums, we agree, subject to the terms and conditions of
the group contract, to provide the benefits described in this
certificate to the persons eligible (herein called "annuitant[s]")
under the terms of the group contract.
If the group contract and this certificate are in force, we will make
income payments to the annuitant starting on the annuity commencement
date as shown in the Schedule. If the annuitant (when there is no
contingent annuitant) or certificateowner dies prior to the annuity
commencement date, we will pay a death benefit to the beneficiary.
The amount of such benefits is subject to the terms of this
certificate.
All death benefit proceeds due under this certificate will be paid
according to the beneficiary designation and the provisions of the
group contract. Payment of such proceeds by us will completely
discharge our liability with respect to the amounts so paid.
All payments and values, when based on the investment experience of a
separate account, may increase or decrease, depending on the
certificate's investment results.
Signed for Golden American Life Insurance Company on the group
contract issue date.
President: Secretary:
Deferred Variable Annuity Certificate - No Dividends
Variable cash surrender values while the annuitant and
certificateowner are living and prior to the annuity commencement
date. Death benefit subject to guaranteed minimum. Additional
premium payment option. Partial withdrawal option. Non-
participating. Investment results reflected in values.
<PAGE>
<PAGE>
Table of Contents
- --------------------------------------------------------------------
The Schedule 3
Premium Payment and
Investment Information Your Certificate Benefits 12
The Separate Accounts
General Account Cash Value Benefit
Certificate Facts Partial Withdrawal Option
Charges
Income Plan Factors Death Benefit Proceeds 13
Important Terms 4 Proceeds Payable to the Beneficiary
Introduction to this
Certificate 6 Choosing an Income Plan 14
The Certificate Annuity Benefits
The Certificateowner Annuity Commencement Date Selection
The Annuitant Frequency Selection
The Beneficiary The Income Plan
Change of Certificate-
owner or Beneficiary The Annuity Options
Payments When Named Person Dies
Premium Payments and
Allocation Changes 7
Other Important Information 16
Initial Premium Payment
Additional Premium
Payment Option Entire Contract
Your Right to Change
Allocation of Sending Notice to Us
Accumulation Value Reports to Certificateowner
What Happens if a Division
is Not Available Assignment - Using this Certificate as
Collateral Security
How We Measure the
Certificate's Changing the Group Contract
Accumulation Value 8 Contract Changes - Applicable Tax Law
Misstatement of Age or Sex
The Separate Accounts Non-Participating
The General Account Payments We may Defer
Valuation Period Authority to Make Agreements
Accumulation Value Required Note on Our Computations
Accumulation Value in
each Division Facility of Payment
Measurement of Investment
Experience Incontestability
Charges Deducted from
Accumulation Value on
each Certificate
Processing Date
A copy of the enrollment form and any additional riders and
endorsements are at the back of this certificate.
SCHEDULE PAGES
The Schedule Pages (pages 3A to 3E) give specific facts about this
certificate and its coverage. Please refer to them while reading
this certificate.
<PAGE>
<PAGE>
The Schedule
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Contractholder Group Contract Number |
|GOLDEN INVESTORS TRUST G000001-0E |
|----------------------------------------------------------------------|
|Annuitant Certificateowner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Annuitant's Issue Age Annuitant's Sex Certificateowner's Issue Age|
|35 MALE 55 |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date |
| LIFE 10 YEAR |
|$100,000 CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Certificate Date Certificate Certificate Number |
| Issue Date |
|JANUARY 1, 1993 JANUARY 1, 1993 123456 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Premium Payment and Investment Information
Initial premium payment received: $10,000
As requested in the enrollment form, your accumulation value has been
invested as follows:
Percentage of
Division Accumulation Value
Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Natural Resources 10%
Emerging Markets 10%
The Managed Global Account 10%
Limited Maturity Bond 5%
Liquid Asset 5%
---
Total 100%
Additional Premium Payment Information
We will accept additional premium payments until either the annuitant
or the certificateowner reaches the attained age of 85. The minimum
additional payment which may be made is $500.
Accumulation Value Allocation Rules
The maximum number of divisions in which you may be invested at any
one time is eleven. You are allowed five allocation changes per
certificate year without charge. We will impose a charge for each
additional allocation change in excess of five. The excess
allocation charge is shown in the Charges section of the Schedule.
Allocation Changes by Telephone
You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any notice
or request for allocation changes to our Customer Service Center.
<PAGE>
<PAGE>
The Schedule (continued)
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The Separate Accounts
Divisions Investing in Shares of Mutual Funds
Separate Account B is a unit investment trust separate account,
organized in and governed by the laws of the state of Delaware, our
state of domicile. Separate Account B is divided into divisions.
Each division listed below invests in shares of the mutual fund
portfolio designated. Each portfolio is a part of The GCG Trust
managed by Directed Services, Inc.
ALL-GROWTH ALL-GROWTH SERIES
DIVISION Portfolio Manager - Pilgrim Baxter & Associates,
Ltd.
CAPITAL CAPITAL APPRECIATION SERIES
APPRECATION Portfolio Manager - INVESCO (NY), Inc
DIVISION
DEVELOPING DEVELOPING WORLD SERIES
WORLD Portfolio Manager - Baring International
DIVISION Investment Limited
FULLY FULLY MANAGED SERIES
MANAGED Portfolio Manager - T. Rowe Price Associates,
DIVISION Inc.
GROWTH GROWTH OPPORTUNITIES SERIES
OPPORTUNITIES Portfolio Manager - Montgomery Asset Management,
DIVISION LLC
EQUITY EQUITY INCOME SERIES
INCOME Portfolio Manager - T. Rowe Price Associates,
DIVISION Inc.
RISING RISING DIVIDENDS SERIES
DIVIDENDS Portfolio Manager - Kayne Anderson Investment
DIVISION Management, LLC
STRATEGIC STRATEGIC EQUITY SERIES
EQUITY Portfolio Manager - AIM Advisors, Inc
DIVISION
VALUE VALUE EQUITY SERIES
EQUITY Portfolio Manager - Eagle Asset Management, Inc.
DIVISION
EMERGING EMERGING MARKETS SERIES
MARKETS Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
GLOBAL GLOBAL FIXED INCOME PORTFOLIO
FIXED Portfolio Manager - Barings Investment Limited
INCOME International
DIVISION
GROWTH AND GROWTH AND INCOME PORTFOLIO
INCOME Portfolio Manager - Alliance Capital Management
DIVISION L.P.
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
HARD HARD ASSETS SERIES
ASSETS Portfolio Manager - Baring International
DIVISION Investment Limited
LIMITED LIMITED MATURITY BOND SERIES
MATURITY Portfolio Manager - ING Investment Management,
BOND LLC
DIVISION
LIQUID LIQUID ASSET SERIES
ASSET Portfolio Manager - ING Investment Management,
DIVISION LLC
MANAGED MANAGED GLOBAL SERIES
GLOBAL Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
MID-CAP MID-CAP GROWTH SERIES
GROWTH Portfolio Manager - Massachusetts Financial
DIVISION Services Co.
REAL REAL ESTATE SERIES
ESTATE Portfolio Manager - EII Realty Securities, Inc.
DIVISION
RESEARCH RESEARCH PORTFOLIO
DIVISION Portfolio Manager - Massachusetts Financial
Services Company
SMALL SMALL CAP SERIES
CAP Portfolio Manager - Fred Alger Management, Inc.
DIVISION
TOTAL TOTAL RETURN PORTFOLIO
RETURN Portfolio Manager - Massachusetts Financial
DIVISION Services Company
GROWTH GROWTH PORTFOLIO
DIVISION Portfolio Manager - Janis Capital Corporation
NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG
TRUST FOR MORE DETAILS.
Each Division below invests in shares of the mutual fund portfolio
(the "Portfolio") designated. Each portfolio is a part of the PIMCO
Trust managed by Pacific Investment Management Company ("PIMCO")
HIGH YIELD HIGH YIELD BOND PORTFOLIO
BOND Portfolio Manager - PIMCO.
DIVISION
STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO
GROWTH AND Portfolio Manager - PIMCO
INCOME
DIVISION
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
The General Account
Not available.
Certificate Facts
Certificate Processing Dates
The certificate processing date for your certificate is January 1st
of each year.
Certificate Processing Periods
The period between successive certificate processing dates unless it
is the first certificate processing period. In that case, it is the
period from the certificate date to the first certificate processing
date.
Specially Designated Division
When a distribution is made from an investment portfolio underlying a
separate account division or from a division of a managed separate
account in which reinvestment is not available, we will allocate the
amount of the distribution to the Liquid Asset Division unless you
specify otherwise.
Conventional Partial Withdrawals
Minimum Withdrawal Amount: $1,000
Maximum Withdrawal Percentage Factor: 15% of accumulation value
as of the date of the withdrawal.
We will collect a surrender charge for excess partial withdrawals.
See Deferred Charges Against the Accumulation Value shown in the
Schedule. In no event may a partial withdrawal be greater than 90%
of the cash surrender value.
Systematic Partial Withdrawals
Systematic partial withdrawals may be elected to commence after 28
days from the certificate issue date. Systematic partial withdrawals
may be taken on a monthly or quarterly basis, as long as the minimum
of $100 is met: Maximum Percentage Amounts: 1.25% Monthly or
3.75% Quarterly
We will collect a surrender charge for excess partial withdrawals.
See Deferred Charges Against the Accumulation Value shown in the
Schedule.
Guaranteed Death Benefit Interest Rate
The death benefit proceeds are adjusted at a rate of 7% compounded
annually, except that with respect to amounts in the Liquid Asset
Division, the interest rate applied to such amounts will be the net
rate of return for the Liquid Asset Division during the current
valuation period, if it is less than 7%.
Maximum Guaranteed Death Benefit
This amount is equal to the sum of the premiums paid multiplied by
two minus the sum of any partial withdrawals taken.
Required Date of Annuity Commencement
The required date of annuity commencement is the same date as the
certificate processing date in the month following the annuitant's
90th birthday.
Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is $20.
Optional Benefit Riders - None.
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
CHARGES
Charge Deduction Division
All charges against the accumulation value in this certificate will
be deducted from the Liquid Asset Division.
Deductions from Premiums - None.
Deductions from Accumulation Value
Initial Administrative Charge - None.
Administrative Charge - We charge $40 to cover a portion of our
ongoing administrative expenses for each certificate processing
period. The charge is incurred at the beginning of the certificate
processing period and deducted on the certificate processing date at
the end of the period. If the sum of the initial and additional
premiums paid during the first certificate year, equals $100,000 or
more, this charge will be waived under the certificate. We reserve
the right to increase this charge to a maximum of $15 per certificate
processing period.
Excess Allocation Charge - If you make more than five allocation
changes during a certificate year, we will impose a $25 charge at the
time each additional allocation is processed. The charge, unless you
specify otherwise, will be deducted in proportion to the amount being
transferred from each division.
Partial Withdrawal Charge - If you take more than one conventional
partial withdrawal during a certificate year, we impose a charge of
the lesser of $25 and 2.0% of the amount withdrawn at the time each
additional conventional partial withdrawal is processed. The charge,
unless you specify otherwise, will be deducted in proportion to the
amount being withdrawn from each division.
Guaranteed Death Benefit Charge - We charge $0.60 per $1,000 of
guaranteed death benefit per certificate year. This is deducted on
each certificate processing date at the rate of $0.15 per $1,000 of
guaranteed death benefit in effect on the last certificate processing
date Not Applicable.
Deferred Charges Against the Accumulation Value
The recovery of deferred loading is equivalent to a "distribution
fee," and a "surrender charge" as follows: (i) a "distribution fee"
deducted in an annual amount of 1.00% of each premium at the end of
each certificate processing period for a period of six years from the
date we receive and accept each premium payment; and (ii) a
"surrender charge" deducted when a certificate is surrendered or an
excess partial withdrawal is taken during the six year period from
the date we receive and accept each premium payment. The surrender
charge percentages are as follows:
Full Years Since Payment
1 2 3 4 5 6 7+
---- ---- ---- ---- ---- ---- ----
Percentage of Payment 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00%
An excess partial withdrawal will cause imposition of a surrender
charge and result in the reduction in the surrender charge still
applicable.
Contingent Deferred Sales Charge - None.
Premium Taxes - We deduct from the accumulation value the amount of
any premium or other state and local taxes levied by any state or
governmental entity when such taxes are incurred. We reserve the
right to change the amount we charge for premium tax charges on
future premium payments to conform with changes in the law or if the
annuitant changes state of residence.
Mortality and Expense Risk Charge - We deduct 0.002477% of the assets
in each division of the separate account on a daily basis (equivalent
to an annual rate of 0.90%) for mortality and expense risks. We
reserve the right to increase this charge to a maximum of a daily
charge of 0.003446% (equivalent to an annual rate of 0.90%) of the
assets in each division of the separate accounts.
Asset Based Administrative Charge - We deduct 0.000276% of the assets
in each division of the separate account on a daily basis (equivalent
to an annual rate of 0.10%) to compensate us for a portion of our
ongoing administrative expenses.
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
Income Plan Factors
Values for other payment periods, ages, or joint life combinations
are available on request. Monthly payments are shown for each $1,000
applied.
Table for Income for a Fixed Period
Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
1 $84.68 11 $8.88 21 $5.33
2 42.96 12 8.26 22 5.16
3 29.06 13 7.73 23 5.00
4 22.12 14 7.28 24 4.85
5 17.95 15 6.89 25 4.72
6 15.18 16 6.54 26 4.60
7 13.20 17 6.24 27 4.49
8 11.71 18 5.98 28 4.38
9 10.56 19 5.74 29 4.28
10 9.64 20 5.53 30 4.19
Table for Income for Life
Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- ---- ---------------- ---------------- --------------
50 $4.93/4.52 $4.68/4.40 $ 4.74/ 4.42
55 5.45/4.96 4.99/4.72 5.16/ 4.79
60 6.11/5.52 5.30/5.07 5.75/ 5.29
65 6.91/6.26 5.54/5.40 6.52/ 5.97
70 7.79/7.18 5.68/5.62 7.33/ 6.74
75 8.61/8.18 5.75/5.73 8.61/ 7.90
80 9.24/9.01 5.77/5.76 10.43/ 9.50
85 & Over 9.62/9.52 5.77/5.77 12.16/10.98
<PAGE>
<PAGE>
Important Terms
- --------------------------------------------------------------------
Account, the - A separate account established by us to segregate the
assets funding the variable benefits provided by the group contract
from our general assets.
Accumulation Value - The amount that a certificate provides for
investment at any time. Initially, this amount is equal to the
premium paid. Thereafter, the accumulation value will reflect the
premiums paid, investment experience, charges deducted and partial
withdrawals taken.
Annuitant - The person designated by the certificateowner to receive
the annuity payments and whose death initiates payment of the death
benefit.
Annuity Commencement Date - For each certificate, the date on which
annuity payments begin.
Annuity Options - Options the certificateowner selects that determine
the annuity payout.
Annuity Payment - The periodic payment an annuitant receives. It may
be either a fixed or a variable amount based on the annuity option
chosen by the annuitant (see Choosing an Income Plan).
Attained Age - The issue age of the annuitant plus the number of full
years elapsed since the certificate date.
Beneficiary - The person designated to receive benefits in the case
of the death of the annuitant (when there is no contingent annuitant)
or certificateowner.
Business Day - Any day the New York Stock Exchange ("NYSE") is open
for trading or any day on which the Securities and Exchange
Commission ("SEC") requires that mutual funds, unit investment trusts
or other investment portfolios be valued.
Cash Surrender Value - The amount the certificateowner receives if
the owner surrenders the certificate.
Certificate - This is a summary of the benefits and provisions
provided by the group contract.
Certificate Anniversary - The anniversary of the certificate date.
Certificate Date - The date from which we begin determining the
certificate values. It may or may not be the same as the certificate
issue date. This date is used to determine certificate months,
processing dates, years, and anniversaries.
Certificate Issue Date - The date the certificate is issued at our
Customer Service Center.
Certificate Processing Dates - The days when we deduct charges from
the accumulation value.
Certificate Processing Period - The period between successive
certificate processing dates unless it is the first certificate
processing period. In that case, it is the period from the
certificate date to the first certificate processing date.
Certificate Year - The period between certificate anniversaries.
Certificateowner - The person who owns a certificate and is entitled
to exercise all rights of the certificate. This person's death also
initiates payment of the death benefit.
Charge Deduction Division - The division from which all charges are
deducted if so designated on the enrollment form or later elected by
the certificateowner. For this certificate, it is the Liquid Asset
Division.
<PAGE>
<PAGE>
Important Terms (continued)
- --------------------------------------------------------------------
Contingent Annuitant - The person designated by the certificateowner
who, upon the annuitant's death prior to the annuity commencement
date, becomes the primary annuitant.
Contract Issue Date - The date the group contract is issued at our
Customer Service Center.
Contractholder - The entity that is issued the group contract.
Customer Service Center - The entity that provides service to our
contractholders and certificateowners. It is located at P.O. Box
8794, Wilmington, DE 19899-8794 and may be reached by phone at 1-800-
366-0066.
Endorsements - Endorsements add provisions or change the terms of the
group contract.
Excess Allocation Charge - The charge we impose for each allocation
change above five, which is the number of free allocation changes
allowed each contract year.
Experience Factor - The factor which reflects the investment
experience of the portfolio in which a division invests as well as
the charges assessed against the division for a valuation period.
General Account - The account which contains all of our assets other
than those held in our separate accounts.
Guaranteed Death Benefit Interest Rate - The annual rate at which the
Guaranteed Death Benefit is calculated.
Index of Investment Experience - The index that measures the
performance of a separate account division.
Initial Premium - The payment amount required to put each certificate
in effect.
Issue Age - The annuitant's age on the last birthday on or before the
certificate date.
Specially Designated Division - Distributions from a portfolio
underlying a division in which reinvestment is not available will be
allocated to this division. For these contracts, it is the Liquid
Asset Division.
Valuation Date - The day at the end of a valuation period when each
division is valued.
Valuation Period - Each business day together with any non-business
days before it.
<PAGE>
<PAGE>
Introduction to the Certificate
- --------------------------------------------------------------------
The Certificate
You supply us with a completed enrollment form and the initial
premium payment required to put this certificate in effect. In
return, we provide benefits as stated in the group contract and
described in this certificate.
The Certificateowner
You are the certificateowner of this certificate. You are also the
annuitant unless another annuitant has been named in the enrollment
form and is shown in the Schedule. You have the rights and options
described in this certificate.
One or more people may own a certificate. In the case of a sole
certificateowner who dies prior to the annuity commencement date, we
will pay the beneficiary the death benefit then due. The sole
certificateowner's estate will be the beneficiary if no beneficiary
designation is in effect, or if the designated beneficiary has
predeceased the certificateowner. In the case of a joint
certificateowner dying prior to the annuity commencement date, we
will designate the surviving certificateowner(s) as the
beneficiary(ies).
The Annuitant
The annuitant will receive the annuity benefits of this certificate
if living on the annuity commencement date. The annuitant may not be
changed at any time. You may name a contingent annuitant.
If the annuitant dies before the annuity commencement date, the
contingent annuitant becomes the annuitant. If there is no
contingent annuitant when the annuitant dies, the beneficiary will be
as provided in the beneficiary designation then in effect. If no
beneficiary designation is in effect, or if there is no designated
beneficiary living, the certificateowner will be the beneficiary. If
the annuitant is the sole certificateowner and there is no
beneficiary designation, the annuitant's estate will be the
beneficiary.
The Beneficiary
The beneficiary is the person to whom we pay death proceeds if the
annuitant or certificateowner dies prior to the annuity commencement
date. See Death Benefit Proceeds for more information. We pay death
proceeds to the primary beneficiary. If the primary beneficiary dies
before the annuitant, the death proceeds are paid to the contingent
beneficiary, if any. If there is no surviving beneficiary, we pay
the death proceeds to the certificateowner (if other than the
annuitant). If the certificateowner was the annuitant, we pay any
death proceeds to the annuitant's estate.
One or more persons may be named as primary beneficiary or contingent
beneficiary. In the case of more than one beneficiary, we will
assume any death proceeds are to be paid in equal shares to the
surviving beneficiaries. You can specify other than equal shares.
You have the right to change beneficiaries, unless you designate the
primary beneficiary irrevocable. When an irrevocable beneficiary has
been designated, you and the irrevocable beneficiary must act
together to exercise the rights and options under this certificate.
Change of Certificateowner or Beneficiary
During the annuitant's lifetime and while this certificate is in
effect you can transfer ownership of this certificate or change the
beneficiary. To make any of these changes, you must send us written
notice of the change in a form satisfactory to us. The change will
take effect as of the day the notice is signed. The change will not
affect any payment made or action taken by us before recording the
change at our Customer Service Center.
<PAGE>
<PAGE>
Premium Payments and Allocation Changes
- --------------------------------------------------------------------
Initial Premium Payment
The amount and allocation of the initial premium payment is shown in
the Schedule.
Additional Premium Payment Option
You may make additional premium payments at any time before the
annuity commencement date. Satisfactory notice to us must be given
for additional premium payments. Restrictions on additional premium
payments, such as the attained age of the annuitant or
certificateowner and the timing and amount of each payment, are shown
in the Schedule. We reserve the right to defer acceptance of or to
return any additional premium payments.
As of the date we receive and accept your additional premium payment:
(1) The accumulation value will increase by the amount of the
premium payment less any premium deductions as shown in the Schedule.
(2) The increase in the accumulation value will be allocated among
the separate and general account divisions in accordance with your
instructions. If you do not provide such instructions, allocation
will be among the separate and general account divisions in
proportion to the amount of accumulation value in each division as of
the date we receive and accept your additional premium payment. Some
general account divisions may have restrictions on allocations.
(3) Any deferred loading will increase. Such increase will be
recovered in level installments from this certificate's accumulation
value. See the Schedule for details.
Where to Make Payments
Remit the premium payments to our Customer Service Center. On
request we will give you a receipt signed by our treasurer.
Your Right to Change Allocation of Accumulation Value
The accumulation value may be reallocated among the divisions. The
number of free allocation changes each certificate year that we will
allow is shown in the Schedule. To make an allocation change, you
must provide us with satisfactory notice at our Customer Service
Center. The change will take effect when we receive the notice.
Restrictions for reallocation into and out of the divisions are shown
in the Schedule. Some general account divisions may have
restrictions on allocations, see the Schedule.
What Happens if a Division is Not Available
When a distribution is made from an investment portfolio supporting a
unit investment trust separate account division or from a division of
a managed separate account in which reinvestment is not available, we
will allocate the distribution to the Specially Designated Division
shown in the Schedule unless you specify otherwise.
Such a distribution may occur when an investment portfolio or
division matures, when distribution from a portfolio or division
cannot be reinvested in the portfolio or division due to the
unavailability of securities, or for other reasons. When this occurs
because of maturity, we will send written notice to you 30 days in
advance of such date. To elect an allocation to other than the
Specially Designated Division shown in the Schedule, you must provide
satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an
allocation change of the accumulation value for purposes of the
number of free allocations permitted.
<PAGE>
<PAGE>
How We Measure the Certificate's Accumulation Value
- --------------------------------------------------------------------
The variable annuity benefits under this certificate are provided
through investments which may be made in our separate and general
accounts.
The Separate Accounts
These accounts, which are designated in the Schedule, are kept
separate from our general account and any other separate accounts we
may have. They are used to support variable annuity contracts and
may be used for other purposes permitted by applicable laws and
regulations. We own the assets in the separate accounts. Assets
equal to the reserves and other liabilities of the accounts will not
be charged with liabilities that arise from any other business we
conduct; but, we may transfer to our general account assets which
exceed the reserves and other liabilities of the separate accounts.
Income and realized and unrealized gains or losses from assets in
these separate accounts are credited to or charged against the
account without regard to other income, gains or losses in our other
investment accounts.
One type of separate account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine
to be suitable for the group contract's purposes. This separate
account is treated as a unit investment trust under Federal
securities laws. It is registered with the SEC under the Investment
Company Act of 1940. This separate account is also governed by state
laws as designated in the Schedule.
Another type of separate account will invest directly in portfolio
securities deemed appropriate by the investment adviser or the
committee managing the separate account. The separate account is
treated as an open end, diversified investment company under Federal
securities laws. It is registered with the SEC under the Investment
Company Act of 1940. The separate account is also governed by state
laws as designated in the Schedule.
Separate Account Divisions
A unit investment trust separate account includes divisions, each
investing in a designated investment portfolio. The divisions and
the investment portfolios in which they invest, if applicable, are
specified in the Schedule. Some of the portfolios designated may be
managed by a separate investment adviser. Such adviser will be
registered under the Investment Advisers Act of 1940.
A managed separate account includes divisions, each investing
directly in portfolios of securities designed to meet the objectives
of the division. The divisions, if applicable, and their objectives
are specified in the Schedule. Some of the divisions designated may
be managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
Changes Within the Separate Accounts
We may, from time to time, make additional separate account divisions
available to you. These divisions will invest in investment
portfolios we find suitable for the group contract. We also have the
right to eliminate divisions from the separate account, to combine
two or more divisions or to substitute a new portfolio for the
portfolio in which a division invests. A substitution may become
necessary if, in our judgment, a portfolio or division no longer
suits the purposes of the group contract. This may happen due to a
change in laws or regulations, or a change in a portfolio's
investment objectives or restrictions, or because the portfolio or
division is no longer available for investment, or for some other
reason. We will get prior approval from the insurance department of
our state of domicile before making such a substitution. This
approval process is on file with the insurance department of the
jurisdiction in which the group contract is delivered. We will also
get any required approval from the SEC and any other required
approvals before making such a substitution.
Subject to any required regulatory approvals, we reserve the right to
transfer assets of the separate account, which we determine to be
associated with the class of contracts to which the group contract
belongs, to another separate account or division.
<PAGE>
<PAGE>
How We Measure the Certificate's Accumulation Value (continued)
- --------------------------------------------------------------------
When permitted by law, we reserve the right to:
(1) Deregister a separate account under the Investment Company Act
of 1940;
(2) Operate a separate account as a management company under the
Investment Company Act of 1940, if it is operating as a unit
investment trust;
(3) Operate a separate account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed
separate account;
(4) Restrict or eliminate any voting rights of certificateowners, or
other persons who have voting rights as to a separate account; and,
(5) Combine a separate account with other separate accounts.
The General Account
The general account contains all assets of the company other than
those in the separate accounts we establish. The general account
divisions available for investment are shown in the Schedule. We
may, from time to time, offer other divisions where assets are held
in our general account.
Valuation Period
Each division will be valued at the end of each valuation period on a
valuation date. A valuation period is each business day together
with any non-business days before it. A business day is any day the
NYSE is open for trading, or any day on which the SEC requires that
mutual funds, unit investment trusts, or other investment portfolios
be valued.
Accumulation Value
The accumulation value of this certificate is the sum of the amounts
in each of the separate and general account divisions. You select
the separate and general account divisions to which to allocate the
accumulation value. The maximum number of divisions to which the
accumulation value may be allocated at any one time is shown in the
Schedule.
Accumulation Value in each Division
On the Certificate Date
On the certificate date, the accumulation value is allocated to each
division as shown in the Schedule.
On each Valuation Date
At the end of each subsequent valuation period, the amount of
accumulation value in each division will be calculated as follows:
(1) We take the accumulation value in the division at the end of the
preceding valuation period.
(2) We multiply (1) by the division's net rate of return for the
current valuation period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown in the Schedule) allocated to the division during
the current valuation period.
(5) We add or subtract allocations to or from that division during
the current valuation period.
(6) We subtract from (5) any partial withdrawals which are allocated
to the division during the current valuation period.
(7) We subtract from (6) the amounts allocated to that division for:
(a) any charges due for optional benefit riders as shown in the
Schedule ;
(b) any certificate fees as shown in the Schedule; and
(c) any recovery of deferred loading as shown in the Schedule.
All amounts in (7) are allocated to each division in the proportion
that (6) bears to the accumulation value unless the Charge Deduction
Division has been specified (See the Schedule).
<PAGE>
<PAGE>
How We Measure a Certificate's Accumulation Value (continued)
- --------------------------------------------------------------------
Measurement of Investment Experience
Index of Investment Experience
The investment experience of a separate account division is
determined on each valuation date. We use an index to measure
changes in each division's experience during a valuation period. We
set the index at $10 when the first investments in a division are
made. The index for a current valuation period equals the index for
the preceding valuation period multiplied by the experience factor
for the current valuation period.
How We Determine the Experience Factor
For divisions of a unit investment trust separate account the
experience factor reflects the investment experience of the portfolio
in which the division invests as well as the charges assessed against
the division for a valuation period. The factor is calculated as
follows:
(1) We take the net asset value of the portfolio in which the
division invests at the end of the current valuation period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and reinvested in
such portfolio during the current valuation period. We subtract from
that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the end
of the preceding valuation period.
(4) We subtract the daily mortality and expense risk charge for each
division shown in the Schedule for each day in the valuation period.
This charge is to cover expense and mortality risks that we are
assuming.
(5) For certain divisions, we subtract an additional charge equal to
the daily charge shown in the Schedule for each day in the valuation
period.
For divisions of a managed separate account which invest directly in
portfolio securities the experience factor reflects the investment
experience of the division as well as the charges assessed against
the division. The factor is calculated as follows:
(1) Take the value of the assets in the division at the end of the
preceding valuation period.
(2) Add to (1) any investment income and capital gains, realized or
unrealized, credited to the assets during the current valuation
period.
(3) Subtract from (2) any capital losses, realized or unrealized,
charged against the assets during the current valuation period.
(4) Subtract from (3) any amount charged against the division for
any taxes.
(5) Divide (4) by the value of the assets in the division at the end
of the preceding valuation period.
(6) Subtract from (5) a daily charge for operating expenses actually
incurred.
(7) Subtract from (6) the daily charge for investment advice for
each day in the valuation period as shown in the Schedule.
(8) Subtract from (7) the daily charge for mortality and expense
risks for each day in the valuation period as shown in the Schedule.
Calculations for divisions investing in mutual fund portfolios are
made on a per share basis. Calculations for divisions investing in
unit investment trusts are on a per unit basis.
Net Rate of Return for a Separate Account Division
The net rate of return for a separate account division during a
valuation period is the experience factor for that valuation period
minus one.
Net Rate of Return for a General Account Division
The net rate of return for a general account division during a
valuation period is the rate for the number of days in the valuation
period equivalent to the effective annual rate declared for that
division.
<PAGE>
<PAGE>
How We Measure a Certificate's Accumulation Value (continued)
- --------------------------------------------------------------------
Charges Deducted from Accumulation Value on each Certificate
Processing Date
Expense charges, including administrative and other fees, and the
recovery of any deferred loading, are shown in the Schedule.
Charge Deduction Division Option
We will deduct all charges against the accumulation value of this
certificate from the Charge Deduction Division if you elected this
option on the enrollment form (see the Schedule). We will deduct
these charges proportionately from all of the divisions in which you
are invested if you did not elect this option or if the charges are
greater than the amount in the Charge Deduction Division.
You may at any time while this certificate is in effect change your
election of this option. To do this you must send us a written
request to our Customer Service Center. Any change will take effect
within seven days of the date we receive your request.
Your Certificate Benefits
While this certificate is in effect, there are important rights and
benefits that are available to you. We discuss these rights and
benefits in this section.
Cash Value Benefit
Cash Surrender Value
The cash surrender value, while the annuitant is living and before
the annuity commencement date, is determined as follows:
(1) We take the certificate's accumulation value;
(2) We deduct any unrecovered deferred loading;
(3) We deduct any charges shown in the Schedule that have been
incurred but not yet deducted, including:
(a) any first year administrative fee that has not yet been
deducted;
(b) any quarterly administrative fee to be deducted on the next
certificate processing date;
(c) the pro rata part of any guaranteed death benefit charge; and,
(d) the pro rata part of any charges for optional benefit riders.
Cancelling to Receive the Cash Surrender Value
You may, at any time while the annuitant is living and before the
annuity commencement date, surrender this certificate to us. To do
this, you must return this certificate with a signed request for
cancellation to our Customer Service Center.
The cash surrender value will vary daily. We will determine the cash
surrender value as of the date we receive the certificate and your
signed request in our Customer Service Center. All benefits under
this certificate will then end.
We will usually pay the cash surrender value within seven days; but,
we may delay payment as described in the Payments We May Defer
provision.
Partial Withdrawal Option
After the first certificate anniversary, you may make a partial
withdrawal once in each certificate year. The minimum amount that
may be withdrawn is shown in the Schedule. The maximum amount that
may be withdrawn is determined by multiplying the cash surrender
value by the maximum withdrawal percentage factor shown in the
Schedule. Any withdrawal you make will not be treated as premium
only for the purposes of calculating the deferred charges against the
accumulation value. To take a partial withdrawal, you must provide
us with satisfactory notice at our Customer Service Center.
<PAGE>
<PAGE>
Death Benefit Proceeds
- --------------------------------------------------------------------
Proceeds Payable to the Beneficiary SEE ENDORSEMENT
Prior to the Annuity Commencement Date
If either the annuitant (when there is no contingent annuitant) or
certificateowner dies prior to the annuity commencement date we will
pay the beneficiary the greater of either the accumulation value or
guaranteed death benefit. We will pay the amount on receipt of due
proof of the annuitant's or certificateowner's death at our Customer
Service Center. Such amount may be received in a single lump sum or
applied to any of the annuity options (see Choosing an Income Plan).
How to Claim Payments to Beneficiary
We must receive proof of the annuitant's or certificateowner's death
before we will make any payments to the beneficiary. We will
calculate the death benefit as of the date we receive due proof of
death. The beneficiary should contact our Customer Service Center
for instructions.
Guaranteed Death Benefit
On the certificate date the guaranteed death benefit is equal to the
premium paid. On subsequent valuation dates, the guaranteed death
benefit is calculated as follows:
(1) Take the guaranteed death benefit from the prior valuation date;
(2) Calculate interest on (1) for the current valuation period at
the Guaranteed Death Benefit Interest Rate shown in the Schedule;
(3) Add (1) and (2);
(4) Add any additional premiums paid during the current valuation
period to (3);
(5) Subtract any partial withdrawals made during the current
valuation period from (4);
(6) Subtract any charges made during the current valuation period
for optional benefit riders from (5).
If (6) is greater than the Maximum Guaranteed Death Benefit described
in the Schedule, we will pay the Maximum Guaranteed Death Benefit.
Choosing an Income Plan
Annuity Benefits
If the annuitant and certificateowner are living on the annuity
commencement date, we will begin making payments to the annuitant.
We will make these payments under the annuity option (or options) as
chosen in the enrollment form or as subsequently selected. You may
choose or change an annuity option by making a written request at
least 30 days prior to the annuity commencement date. Unless you
have chosen otherwise, Option 2 on a 10 year period certain basis
will become effective. The amount of the payments will be determined
by applying the accumulation value on the annuity commencement date
in accordance with the Annuity Options section below (See Payments We
May Defer). Before we pay any annuity benefits, we require the
return of this certificate. If this certificate has been lost, we
require the applicable lost certificate form.
Annuity Commencement Date Selection
You select the Annuity Commencement Date. You may select any date
following the third certificate anniversary but before the required
date of annuity commencement as shown in the Schedule. If you do not
select a date, the annuity commencement date will be in the month
following the required date of annuity commencement.
Frequency Selection
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, the payments will be made monthly.
<PAGE>
<PAGE>
The Income Plan
- --------------------------------------------------------------------
While this certificate is in effect and before the annuity
commencement date, you may choose one or more annuity options for the
payment of death benefit proceeds. If, at the time of the
annuitant's or certificateowner's death, no option has been chosen
for paying death benefit proceeds, the beneficiary may choose an
option within one year. You may also elect an annuity option on
surrender of the certificate for its cash surrender value. For each
option we will issue a separate written agreement putting the option
into effect.
Our approval is needed for any option where:
(1) The person named to receive payment is other than the
certificateowner or beneficiary; or
(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 shown in the Schedule.
The Annuity Options
There are four options to choose from. They are:
Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years.
We guarantee each monthly payment will be at least the Income For
Fixed Period amount shown in the Schedule. Values for annual,
semiannual or quarterly payments are available on request.
Option 2. Income for Life
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be
10 or 20 years. Other periods certain are available on request. A
refund certain may be chosen 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 each payment will be at least the amount shown in the
Income for Life Table in the Schedule. By age we mean the named
person's age on his or her last birthday before the option's
effective date. Amounts for ages not shown are available on request.
Choosing an Income Plan (continued)
Option 3. Joint Life Income
This option is available if there are two persons named to receive
payments. At least one of the persons named must be either the
certificateowner or beneficiary of this certificate. Monthly
payments are guaranteed and are made as long as at least one of the
named persons is living. The monthly payment amounts are available
upon request.
Option 4. Annuity Plan
An amount can be used to buy any single premium annuity we offer on
the option's effective date.
Payment When Named Person Dies
When the person named to receive payment dies, we will pay any
amounts still due as provided by the option agreement. The amounts
still due are determined as follows:
(1) For options 1, 2, or any remaining guaranteed payments, payments
will be continued. 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 3% for option 1 and 3.50% for option 2. 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 this certificate.
(2) For option 3, no amounts are payable after both named persons
have died.
(3) For option 4, the annuity agreement will state the amount due,
if any.
<PAGE>
<PAGE>
Other Important Information
- --------------------------------------------------------------------
Entire Contract
The group contract, including any attached rider, endorsement,
amendment, the application of the contractholder, and the enrollment
forms of the annuitants, constitute the entire contract between the
contractholder and us. All statements made by the contractholder,
any certificateowner or any annuitant will be deemed representations
and not warranties. No such statement will be used in any contest
unless it is contained in the application signed by the
contractholder or in a written instrument signed by the
certificateowner or an annuitant, a copy of which has been furnished
to the certificateowner, the beneficiary or to the contractholder.
Sending Notice to Us
Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown in
Important Terms. Please include your certificate number in all
correspondence.
Reports to Certificateowner
We will send you a report within 31 days of each certificate
processing date. The report will show the accumulation value and the
cash surrender value of the certificate as of the end of the
certificate processing period. The report will also show the
allocation of the accumulation value as of such date and the amounts
deducted from or added to the accumulation value since the last
report. The report will also include any other information that may
be currently required by the insurance supervisory official of the
jurisdiction in which this certificate is delivered.
We will also send you copies of any shareholder reports of the
portfolios in which the divisions of the separate accounts invest, as
well as any other reports, notices or documents required by law to be
furnished to certificateowners.
Assignment - Using this Certificate as Collateral Security
You can assign this certificate as collateral security for a loan or
other obligation. This does not change the certificateownership.
Your rights and any beneficiary's rights are subject to the terms of
the assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center.
We are not responsible for the validity of any assignment.
Changing the Group contract
The group contract or any additional benefit riders may be changed to
another annuity plan according to our rules at the time of the
change.
Contract Changes - Applicable Tax Law
We reserve the right to make changes in the group contract or its
riders to the extent we deem it necessary to continue to qualify the
group contract as an annuity. Any such changes will apply uniformly
to all certificates that are affected. You will be given advance
written notice of such changes.
Misstatement of Age or Sex
If an age or sex has been misstated in the enrollment form, the
amounts payable or benefits provided by this certificate shall be
those that the premium payment made would have bought at the correct
age or sex.
Non-Participating
This certificate does not participate in the divisible surplus of
Golden American Life Insurance Company.
<PAGE>
<PAGE>
Other Important Information (continued)
- --------------------------------------------------------------------
Payments We may Defer
We may not be able to determine the value of the assets of the
separate account divisions because:
(1) The NYSE is closed for trading;
(2) The SEC determines that a state of emergency exists; or
(3) An order or pronouncement of the SEC permits a delay for the
protection of certificateowners.
(4) The check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.
During such times, as to amounts allocated to the divisions of the
separate account, we may delay:
(1) Determination and payment of the cash surrender value;
(2) Determination and payment of any death benefit if death occurs
before the annuity commencement date;
(3) Allocation changes of the accumulation value; or,
(4) Application of the accumulation value under an income plan.
As to amounts allocated to the general account divisions, we may, at
any time, defer payment of the cash surrender value for up to six
months after we receive a request for it. We will allow interest of
at least 4% a year on any cash surrender value payment derived from
the general account division that we defer 30 days or more.
Authority to Make Agreements
All agreements made by us must be signed by our president or a vice
president and by our secretary or an assistant secretary. No other
person, including an insurance agent or broker, can:
(1) Change any of this certificate's terms;
(2) Extend the time for premium payments; or
(3) Make any agreement binding on us.
Required Note on Our Computations
We have filed a detailed statement of our computations with the
insurance supervisory official in the jurisdiction where this
certificate is delivered. The values are not less than those
required by the law of that state or jurisdiction. Any benefit
provided by an attached optional benefit rider will not increase
these values unless otherwise stated in that rider.
Facility of Payment
If no beneficiary is named, we reserve the right to pay an amount not
to exceed $2,000 to any person we determine to be entitled to such
amount by reason of incurred expenses incident to the last illness or
death of an annuitant.
Incontestability
The benefits under the group contract will not be contested, except
for nonpayment of premiums, after it has been in effect during the
annuitant's lifetime for two years from the certificate date.
<PAGE>
<PAGE>
[Page Left Blank]
<PAGE>
<PAGE>
DEFERRED VARIABLE ANNUITY CERTIFICATE - NO DIVIDENDS
- --------------------------------------------------------------------
Variable cash surrender values while the annuitant and
certificateowner are living and prior to the annuity commencement
date. Death benefit subject to guaranteed minimum. Additional
premium payment option. Partial withdrawal option. Non-
participating. Investment results reflected in values.
EXHIBIT 4(c)
[graphics of 4 bold lines]
GOLDEN DEFERRED VARIABLE
AMERICAN ANNUITY CONTRACT
LIFE INSURANCE
COMPANY
Golden American is a stock company domiciled in Wilmington, Delaware.
- -----------------------------------------------------------------------|
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) Certificate Number |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 |
|----------------------------------------------------------------------|
This is a legal contract between its owner and us. Please read it
carefully. In this contract you or your refers to the owner shown
above. We, our or us refers to Golden American Life Insurance
Company. You may allocate this contract's accumulation value among
the separate account divisions shown on page 3B and the general
account divisions shown on page 3C.
If this contract is in force, we will make income payments to the
annuitant starting on the annuity commencement date. If the
annuitant (when there is no contingent annuitant) or owner dies prior
to the annuity commencement date, we will pay a death benefit to the
beneficiary. The amount of such benefits are subject to the terms of
this contract.
All payments and values, when based on the investment experience of a
separate account, may increase or decrease, depending on the
contract's investment results.
Right to Examine this Contract
If, for any reason, you are not satisfied with this contract, you may
return it to us with a written request for cancellation before the
end of the free look period. This period ends ten days after the
date you receive the contract. Mail or deliver this contract and
your request to our Customer Service Center. If returned, this
contract will be voided as of the date we receive your contract and
request. We will return to you this contract's accumulation value
plus any charges we deducted.
Customer Service Center
P.O. Box 2700
West Chester, PA 19380-2700
President: Secretary:
Deferred Variable Annuity Contract - No Dividends
- --------------------------------------------------------------------
Variable cash surrender values while the annuitant and owner are
living and prior to the annuity commencement date. Death benefit
subject to guaranteed minimum. Additional premium payment option.
Partial withdrawal option. Non-participating. Investment results
reflected in values.
<PAGE>
<PAGE>
Contract Contents
Specification Pages Your Contract Benefits 10
Payment and Investment
Information 3A Cash Value Benefit
The Separate Accounts 3B Partial Withdrawal Option
The General Account 3C Proceeds Payable to the
Beneficiary
Contract Facts 3D
Charges and Fees 3E
Income Plan Factors 3F Choosing an Income Plan 12
Introduction to this
Contract 4 Annuity Benefits
Annuity Commencement Date
Selection
The Contract Frequency Selection
The Owner The Income Plan
The Annuitant The Annuity Options
The Beneficiary Payments When Named Person Dies
Change of Owner or Beneficiary
Other Important Information 14
Premium Payments and Allocation
Changes 5
Sending Notice to Us
Initial Premium Payment Reports to Owner
Additional Premium Payment Option Assignment - Using this Contract
as Collateral Security
Your Right to Change Allocation of
Accumulation Value Changing this Contract
What Happens if a Separate Account
Division is Not Available Contract Changes - Applicable Tax
Law
Misstatement of Age or Sex
Non-Participating
How We Measure the Contract's Payments We may Defer
Accumulation Value 6 Authority to Make Agreements
Required Note on Our Computations
The Separate Accounts
The General Account
Valuation Period
Accumulation Value
Accumulation Value in each Division
Measurement of Investment Experience
Charges Deducted from Accumulation Value on
each Contract Processing Date
A copy of the application and any additional riders and endorsements
are at the back of this contract.
Specification Pages
The Specification Pages (pages 3A to 3F) give specific facts about
this contract and its coverage. Please refer to them while reading
this contract.
<PAGE>
<PAGE>
Payment And Investment Information
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
|35 MALE 55 |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
| LIFE 10 YEAR |
|$100,000 CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Certificate Date Certificate Issue Date Certificate Number |
|JANUARY 1, 1993 JANUARY 1, 1993 123456 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Initial Investment
Initial premium payment received: $100,000
As requested in the application, your accumulation value has been
invested as follows:
Percentage of
Division Accumulation Value
Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Natural Resources 10%
Emerging Markets 10%
The Managed Global Account 10%
Limited Maturity Bond 5%
Liquid Asset 5%
---
Total 100%
Additional Premium Payment Information
We will accept additional premium payments until either the annuitant
or the owner reaches the attained age of 85. The minimum additional
payment which may be made is $500.
Accumulation Value Allocation Rules
The maximum number of divisions in which you may be invested at any
one time is eleven. You are allowed five allocation changes per
contract year without charge. We will impose a charge for each
additional allocation change in excess of five. The excess
allocation charge is shown on page 3E.
Allocation Changes by Telephone
You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any notice
or request for allocation changes to our Customer Service Center at
the address shown on the cover page.
<PAGE>
<PAGE>
The Schedule
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Divisions Investing in Shares of a Mutual Fund
Separate Account B (the "Account") is a unit investment trust
separate account, organized in and governed by the laws of the State
of Delaware, our state of domicile. The Account is divided into
divisions.
Each division listed below invests in shares of the mutual fund
portfolio (the "Series") designated. Each portfolio is a part of The
GCG Trust (the "Trust") managed by Directed Services, Inc.
ALL-GROWTH ALL-GROWTH SERIES
DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd.
CAPITAL CAPITAL APPRECIATION SERIES
APPRECATION Portfolio Manager - INVESCO (NY), Inc
DIVISION
DEVELOPING DEVELOPING WORLD SERIES
WORLD DIVISION Portfolio Manager - Baring International Investment
Limited
GROWTH GROWTH OPPORTUNITIES SERIES
OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC
DIVISION
FULLY FULLY MANAGED SERIES
MANAGED Portfolio Manager - T. Rowe Price Associates, Inc.
DIVISION
MULTIPLE MULTIPLE ALLOCATION SERIES
ALLOCATION Portfolio Manager - Zweig Advisors Inc
DIVISION
RISING RISING DIVIDENDS SERIES
DIVIDENDS Portfolio Manager - Kayne Anderson Investment
DIVISION Management, LLC
STRATEGIC STRATEGIC EQUITY SERIES
EQUITY Portfolio Manager - Zweig Advisors Inc
DIVISION
VALUE VALUE EQUITY SERIES
EQUITY Portfolio Manager - Eagle Asset Management, Inc.
DIVISION
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
EMERGING EMERGING MARKETS SERIES
MARKETS Portfolio Manager - J. P. Morgan Investment
DIVISION Management Inc.
GLOBAL GLOBAL FIXED INCOME PORTFOLIO
FIXED Portfolio Manager - Baring Investment Limited
INCOME International
DIVISION
GROWTH AND GROWTH AND INCOME PORTFOLIO
INCOME Portfolio Manager - Robertson, Stephens & Company
DIVISION Investment Management, L.P.
HARD HARD ASSETS SERIES
ASSETS Portfolio Manager - Van Eck Associates Corporation
DIVISION
LIMITED LIMITED MATURITY BOND SERIES
MATURITY Portfolio Manager - ING Investment Management, LLC
BOND
DIVISION
LIQUID LIQUID ASSET SERIES
ASSET Portfolio Manager - ING Investment Management, LLC
DIVISION
MANAGED MANAGED GLOBAL SERIES
GLOBAL Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
MID-CAP MID-CAP GROWTH SERIES
GROWTH Portfolio Manager - Massachusetts Financial Services
DIVISION Co.
REAL REAL ESTATE SERIES
ESTATE Portfolio Manager - EII Realty Securities, Inc.
DIVISION
RESEARCH RESEARCH PORTFOLIO
DIVISION Portfolio Manager - Massachusetts Financial Services
Company
SMALL SMALL CAP SERIES
CAP Portfolio Manager - Fred Alger Management, Inc.
DIVISION
<PAGE>
<PAGE>
The Schedule (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
TOTAL TOTAL RETURN PORTFOLIO
RETURN Portfolio Manager - Massachusetts Financial Services
DIVISION Company
VALUE + VALUE + GROWTH PORTFOLIO
GROWTH Portfolio Manager - Robertson, Stephens & Company
DIVISION Investment Management, L.P.
NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG
TRUST FOR MORE DETAILS.
Each Division below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. Each portfolio is a part of the PIMCO Trust
managed by Pacific Investment Management Company ("PIMCO")
HIGH YIELD HIGH YIELD BOND PORTFOLIO
BOND Portfolio Manager - PIMCO.
DIVISION
STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO
GROWTH AND Portfolio Manager - PIMCO
INCOME DIVISION
<PAGE>
<PAGE>
Contract Facts
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Contract Processing Dates
The contract processing dates are the days when we deduct charges
from the accumulation value. The contract processing date for your
contract is April 1 of each year.
Contract Processing Periods
The period between successive contract processing dates unless it is
the first contract processing period. In that case, it is the period
from the contract date to the first contract processing date.
Specially Designated Division
When a distribution is made from an investment portfolio underlying a
separate account division or from a division of a managed separate
account in which reinvestment is not available, we will allocate the
amount of the distribution to the Liquid Asset Division unless you
specify otherwise.
Partial Withdrawal Information
Conventional Partial Withdrawals
Minimum Withdrawal Amount: $1,000
Maximum Withdrawal Percentage Factor: 15% of accumulation value as
of the date of the withdrawal.
We will collect a surrender charge for excess partial withdrawals.
See Deferred Contract Loading shown in the Schedule. In no event may
a partial withdrawal be greater than 90% of the cash surrender value.
Systematic Partial Withdrawals
Systematic partial withdrawals may be elected to commence after 28
days from the contract issue date. Systematic partial withdrawals
may be taken on a monthly or quarterly basis, as long as the minimum
of $100 is met. Maximum Percentage: 1.25% Monthly or 3.75%
Quarterly
We will collect a surrender charge for excess partial withdrawals.
See Deferred Contract Loading shown in the Schedule.
<PAGE>
<PAGE>
Contract Facts (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Guaranteed Death Benefit Interest Rate
The death benefit proceeds are adjusted at a rate of 7% compounded
annually, except that with respect to amounts in the Liquid Asset
Division, the interest rate applied to such amounts will be the net
rate of return for the Liquid Asset Division during the current
valuation period, if it is less than 7%.
Maximum Guaranteed Death Benefit
This amount is equal to the sum of the premiums paid multiplied by
two minus the sum of any partial withdrawals taken.
Attained Age
The issue age of the annuitant plus the number of full years elapsed
since the contract date.
Required Date of Annuity Commencement
The required date of annuity commencement is the same date as the
contract processing date in the month following the annuitant's 90th
birthday.
Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is $20.
<PAGE>
<PAGE>
Charges and Fees (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Deductions from Premiums
None.
Deductions from Accumulation Value
Initial Administrative Charge
None.
Administrative Charge
None.
Excess Allocation Charge
If you make more than five allocation changes during a contract year,
we will impose a $25 charge at the time each additional allocation is
processed. The charge, unless you specify otherwise, will be
deducted in proportion to the amount being transferred from each
division.
Partial Withdrawal Charge
If you take more than one conventional partial withdrawal during a
contract year, we impose a charge of the lesser of $25 and 2.0% of
the amount withdrawn at the time each additional conventional partial
withdrawal is processed. The charge, unless you specify otherwise,
will be deducted in proportion to the amount being withdrawn from
each division.
Guaranteed Death Benefit Charge
Not applicable.
Deferred Charges Against the Accumulation Value
Recovery of Deferred Contract Loading
We deduct annually 0.65% of your premium as a distribution fee for
sales expenses. This charge is incurred at the beginning of each
processing period and is deducted at the end of each processing
period over a ten year period from the date we receive and accept
each premium.
If you surrender your contract, we deduct the amount of any
distribution fee incurred but not yet deducted.
An excess partial withdrawal will cause imposition of a surrender
charge and result in the reduction in the surrender charge still
applicable.
Contingent Deferred Sales Charge
None.
<PAGE>
<PAGE>
Charges and Fees (continued)
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Premium Taxes
We deduct from the accumulation value the amount of any premium or
other state and local taxes levied by any state or governmental
entity when such taxes are incurred. We reserve the right to change
the amount we charge for premium tax charges on future premium
payments to conform with changes in the law or if the annuitant
changes state of residence.
Optional Benefit Riders, if any
None.
Deductions from the Divisions
Mortality and Expense Risk Charge
We deduct 0.003446% of the assets in each division of the separate
account on a daily basis (equivalent to an annual rate of 1.25%) for
mortality and expense risks.
Asset Based Administrative Charge
We deduct 0.000276% of the assets in each division of the separate
account on a daily basis (equivalent to an annual rate of 0.10%) to
compensate us for a portion of our administrative expenses.
Charge Deduction Division
All charges against the accumulation value in this contract will be
deducted from the Liquid Asset Division.
<PAGE>
<PAGE>
Income Plan Factor
- --------------------------------------------------------------------
|----------------------------------------------------------------------|
|Annuitant Owner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date|
|$100,000 LIFE 10 YEAR CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Values for other payment periods, ages, or joint life combinations
are available on request. Monthly payments are shown for each $1,000
applied.
Table for Income for a Fixed Period
Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
1 $84.68 11 $8.88 21 $5.33
2 42.96 12 8.26 22 5.16
3 29.06 13 7.73 23 5.00
4 22.12 14 7.28 24 4.85
5 17.95 15 6.89 25 4.72
6 15.18 16 6.54 26 4.60
7 13.20 17 6.24 27 4.49
8 11.71 18 5.98 28 4.38
9 10.56 19 5.74 29 4.28
10 9.64 20 5.53 30 4.19
Table for Income for Life
Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- ---- ---------------- ---------------- --------------
50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42
55 5.45/4.96 4.99/4.72 5.16/ 4.79
60 6.11/5.52 5.30/5.07 5.75/ 5.29
65 6.91/6.26 5.54/5.40 6.52/ 5.97
70 7.79/7.18 5.68/5.62 7.33/ 6.74
75 8.61/8.18 5.75/5.73 8.61/ 7.90
80 9.24/9.01 5.77/5.76 10.43/ 9.50
85 & Over 9.62/9.52 5.77/5.77 12.16/10.98
<PAGE>
<PAGE>
Introduction to this Contract
- --------------------------------------------------------------------
The Contract
This is a legal contract between you and us. We provide benefits as
stated in this contract. In return, you supply us with a completed
application and the initial premium payment required to put this
contract in effect.
This contract, together with the attached copy of the initial
application and any riders or endorsements, constitutes the entire
contract. Riders and endorsements add provisions or change the terms
of the basic contract.
The Owner
You are the owner of this contract. You are also the annuitant
unless another annuitant has been named in the application and is
shown on page 3A. You have the rights and options described in this
contract.
One or more people may own this contract. In the case of a sole
owner who dies prior to the annuity commencement date, we will pay
the beneficiary the death benefit then due. The sole owner's estate
will be the beneficiary if no beneficiary designation is in effect,
or if the designated beneficiary has predeceased the owner. In the
case of a joint owner of the contract dying prior to the annuity
commencement date, we will designate the surviving owner(s) as the
beneficiary(ies).
The Annuitant
The annuitant will receive the annuity benefits of this contract if
living on the annuity commencement date. You may name a contingent
annuitant. The annuitant may not be changed at any time.
If the annuitant dies before the annuity commencement date, the
contingent annuitant becomes the annuitant. If there is no
contingent annuitant when the annuitant dies, the beneficiary will be
as provided in the beneficiary designation then in effect. If no
beneficiary designation is in effect, or if there is no designated
beneficiary living, the owner will be the beneficiary. If the
annuitant is the sole owner and there is no beneficiary designation,
the annuitant's estate will be the beneficiary.
The Beneficiary
The beneficiary is the person to whom we pay death proceeds if the
annuitant or owner dies prior to the annuity commencement date. See
Death Benefit Proceeds for more information. We pay death proceeds
to the primary beneficiary. If the primary beneficiary dies before
the annuitant, the death proceeds are paid to the contingent
beneficiary, if any. If there is no surviving beneficiary, we pay
the death proceeds to the owner (if other than the annuitant). If
the owner was the annuitant, we pay any death proceeds to the
annuitant's estate.
One or more persons may be named as primary beneficiary or contingent
beneficiary. In the case of more than one beneficiary, we will
assume any death proceeds are to be paid in equal shares to the
surviving beneficiaries. You can specify other than equal shares.
You have the right to change beneficiaries, unless you designate the
primary beneficiary irrevocable. When an irrevocable beneficiary has
been designated, you and the irrevocable beneficiary must act
together to exercise the rights and options under this contract.
Change of Owner or Beneficiary
During the annuitant's lifetime and while this contract is in effect
you can transfer ownership of this contract or change the
beneficiary. To make any of these changes, you must send us written
notice of the change in a form satisfactory to us. The change will
take effect as of the day the notice is signed. The change will not
affect any payment made or action taken by us before recording the
change at our Customer Service Center.
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Premium Payments and Allocation Changes
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Initial Premium Payment
The initial premium payment is required to put this contract in
effect. The amount of the initial premium payment is shown on page
3A.
Additional Premium Payment Option
You may make additional premium payments under this contract after
the end of the free look period. Restrictions on additional premium
payments, such as the attained age of the annuitant or owner and the
timing and amount of each payment, are shown on page 3A. We reserve
the right to defer acceptance of or to return any additional premium
payments.
As of the date we receive and accept your additional premium payment:
(1) The accumulation value will increase by the amount of the
premium payment less any premium deductions as shown on page 3E.
(2) The increase in the accumulation value will be allocated among
the separate and general account divisions in accordance with
your instructions. If you do not provide such instructions,
allocation will be among the separate and general account
divisions in proportion to the amount of accumulation value in
each division as of the date we receive and accept your
additional premium payment. Some general account divisions may
have restrictions on allocations. See page 3C.
(3) Any deferred contract loading will increase. Such increase will
be recovered in level installments from this contract's
accumulation value. See page 3E for details.
Where to Make Payments
Remit the premium payments to our Customer Service Center at the
address shown on the cover page. On request we will give you a
receipt signed by our treasurer.
Your Right to Change Allocation of Accumulation Value
You may change the allocation of the accumulation value among the
divisions after the end of the free look period. The number of free
allocation changes each year that we will allow is shown on page 3A.
To make an allocation change, you must provide us with satisfactory
notice at our Customer Service Center. Some general account
divisions may have restrictions on reallocations. See page 3C.
What Happens if a Separate Account Division is Not Available
When a distribution is made from an investment portfolio supporting a
unit investment trust separate account division or from a division of
a managed separate account in which reinvestment is not available, we
will allocate the distribution to the Specially Designated Division
shown on page 3D unless you specify otherwise.
Such a distribution may occur when an investment portfolio or
division matures, when distribution from a portfolio or division
cannot be reinvested in the portfolio or division due to the
unavailability of securities, or for other reasons. When this occurs
because of maturity, we will send written notice to you 30 days in
advance of such date. To elect an allocation to other than the
Specially Designated Division shown on page 3D, you must provide
satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an
allocation change of the accumulation value for purposes of the
number of free allocations permitted.
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How We Measure the Contract's Accumulation Value
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The variable annuity benefits under this contract are provided
through investments which may be made in our separate and general
accounts.
The Separate Accounts
These accounts, which are designated on page 3B, are kept separate
from our general account and any other separate accounts we may have.
They are used to support variable annuity contracts and may be used
for other purposes permitted by applicable laws and regulations. We
own the assets in the separate accounts. Assets equal to the
reserves and other liabilities of the accounts will not be charged
with liabilities that arise from any other business we conduct; but,
we may transfer to our general account assets which exceed the
reserves and other liabilities of the separate accounts. Income and
realized and unrealized gains or losses from assets in these separate
accounts are credited to or charged against the account without
regard to other income, gains or losses in our other investment
accounts.
One type of separate account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine
to be suitable for this contract's purposes. This separate account
is treated as a unit investment trust under Federal securities laws.
It is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940. This separate account is
also governed by state laws as designated on page 3B.
Another type of separate account will invest directly in portfolio
securities deemed appropriate by the investment adviser or the
committee managing a separate account. This separate account is
treated as an open end, diversified management investment company
under Federal securities laws. It is registered with the SEC under
the Investment Company Act of 1940. This separate account is also
governed by state laws as designated on page 3B.
Separate Account Divisions
A unit investment trust separate account includes divisions, each
investing in a designated investment portfolio. The divisions and
the investment portfolios in which they invest, if applicable, are
specified on page 3B. Some of the portfolios designated may be
managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
A managed separate account includes divisions, each investing
directly in portfolios of securities designed to meet the objectives
of the division. The divisions, if applicable, and their objectives
are specified on page 3B. Some of the divisions designated may be
managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
Changes Within the Separate Accounts
We may, from time to time, make additional separate account divisions
available to you. These divisions will invest in investment
portfolios we find suitable for this contract. We also have the
right to eliminate divisions from a separate account, to combine two
or more divisions or to substitute a new portfolio for the portfolio
in which a division invests. A substitution may become necessary if,
in our judgment, a portfolio or division no longer suits the purposes
of this contract. This may happen due to a change in laws or
regulations, or a change in a portfolio's investment objectives or
restrictions, or because the portfolio or division is no longer
available for investment, or for some other reason. We will get
prior approval from the insurance department of our state of domicile
before making such a substitution. This approval process is on file
with the insurance department of the jurisdiction in which this
contract is delivered. We will also get any required approval from
the SEC and any other required approvals before making such a
substitution.
Subject to any required regulatory approvals, we reserve the right to
transfer assets of the separate account, which we determine to be
associated with the class of contracts to which this contract
belongs, to another separate account or division.
How We Measure the Contract's Accumulation Value (continued)
When permitted by law, we reserve the right to:
(1) deregister a separate account under the Investment Company Act
of 1940;
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(2) operate a separate account as a management company under the
Investment Company Act of 1940, if it is operating as a unit
investment trust;
(3) operate a separate account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed
separate account;
(4) restrict or eliminate any voting rights of owners, or other
persons who have voting rights as to a separate account; and,
(5) combine a separate account with other separate accounts.
The General Account
The general account contains all assets of the company other than
those in the separate accounts we establish. The general account
divisions available for investment are shown on page 3C. We may,
from time to time, offer other divisions where assets are held in our
general account.
Valuation Period
Each division will be valued at the end of each valuation period on a
valuation date. A valuation period is each business day together
with any non-business days before it. A business day is any day the
New York Stock Exchange (NYSE) is open for trading, or any day in
which the SEC requires that mutual funds, unit investment trusts, or
other investment portfolios be valued.
Accumulation Value
The accumulation value of this contract is the sum of the amounts in
each of the separate and general account divisions. You select the
separate and general account divisions to which to allocate the
accumulation value. The maximum number of divisions to which the
accumulation value may be allocated at any one time is shown on page
3A.
Accumulation Value in each Division
On the Contract Date
On the contract date, the accumulation value is allocated to each
division as shown on page 3A.
On each Valuation Date
At the end of each subsequent valuation period, the amount of
accumulation value in each division will be calculated as follows:
(1) We take the accumulation value in the division at the end of the
preceding valuation period.
(2) We multiply (1) by the division's net rate of return for the
current valuation period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown on page 3E) allocated to the division during the
current valuation period.
(5) We add or subtract allocations to or from that division during
the current valuation period.
(6) We subtract from (5) any partial withdrawals which are allocated
to the division during the current valuation period.
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How We Measure the Contract's Accumulation Value (continued)
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(7) We subtract from (6) the amounts allocated to that division for:
(a) any charges due for optional benefit riders as shown on
page 3E ;
(b) any contract fees as shown on page 3E; and
(c) any recovery of deferred contract loading as shown on page 3E.
All amounts in (7) are allocated to each division in the proportion
that (6) bears to the accumulation value unless the Charge Deduction
Division has been specified (See page 3E).
Measurement of Investment Experience
Index of Investment Experience
The investment experience of a separate account division is
determined on each valuation date. We use an index to measure
changes in each division's experience during a valuation period. We
set the index at $10 when the first investments in a division are
made. The index for a current valuation period equals the index for
the preceding valuation period multiplied by the experience factor
for the current valuation period.
How We Determine the Experience Factor
For divisions of a unit investment trust separate account the
experience factor reflects the investment experience of the portfolio
in which the division invests as well as the charges assessed against
the division for a valuation period. The factor is calculated as
follows:
(1) We take the net asset value of the portfolio in which the
division invests at the end of the current valuation period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and reinvested in
such portfolio during the current valuation period. We subtract from
that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the end
of the preceding valuation period.
(4) We subtract the daily mortality and expense risk charge for each
division shown on page 3E for each day in the valuation period. This
charge is to cover expense and mortality risks that we are assuming.
(5) For certain divisions, we subtract an additional charge equal to
the daily charge shown on page 3E for each day in the valuation
period.
For divisions of a managed separate account which invest directly in
portfolio securities the experience factor reflects the investment
experience of the division as well as the charges assessed against
the division. The factor is calculated as follows:
(1) Take the value of the assets in the division at the end of the
preceding valuation period.
(2) Add to (1) any investment income and capital gains, realized or
unrealized, credited to the assets during the current valuation
period.
(3) Subtract from (2) any capital losses, realized or unrealized,
charged against the assets during the current valuation period.
(4) Subtract from (3) any amount charged against the division for
any taxes.
(5) Divide (4) by the value of the assets in the division at the end
of the preceding valuation period.
(6) Subtract from (5) a daily charge for operating expenses actually
incurred.
(7) Subtract from (6) the daily charge for investment advice for
each day in the valuation period as shown on page 3B.
(8) Subtract from (7) the daily charge for mortality and expense
risks for each day in the valuation period as shown on page 3E.
Calculations for divisions investing in mutual fund portfolios are
made on a per share basis. Calculations for divisions investing in
unit investment trusts are on a per unit basis.
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How We Measure the Contract's Accumulation Value (continued)
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Net Rate of Return for a Separate Account Division
The net rate of return for a separate account division during a
valuation period is the experience factor for that valuation period
minus one.
Net Rate of Return for a General Account Division
The net rate of return for a general account division during a
valuation period is the rate for the number of days in the valuation
period equivalent to the effective annual rate declared for that
division.
Charges Deducted from Accumulation Value on each Contract Processing
Date
Expense charges, including administrative and other fees, and the
recovery of any deferred contract loading, are shown on page 3E.
Charge Deduction Division Option
We will deduct all charges against the accumulation value of this
contract from the Charge Deduction Division if you elected this
option on the application (see page 3E). We will deduct these
charges proportionately from all of the divisions in which you are
invested if you did not elect this option or if the charges are
greater than the amount in the Charge Deduction Division.
You may at any time while this contract is in effect change your
election of this option. To do this you must send us a written
request to our Customer Service Center. Any change will take effect
within seven days of the date we receive your request.
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Your Contract Benefits
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While this contract is in effect, there are important rights and
benefits that are available to you. We discuss these rights and
benefits in this section.
Cash Value Benefit
Cash Surrender Value
The cash surrender value, while the annuitant is living and before
the annuity commencement date, is determined as follows:
(1) We take the contract's accumulation value;
(2) We deduct any unrecovered deferred contract loading;
(3) We deduct any charges shown on page 3E that have been incurred
but not yet deducted, including:
(a) any first year administrative fee that has not yet been
deducted;
(b) any quarterly administrative fee to be deducted on the next
contract processing date;
(c) the pro rata part of any guaranteed death benefit charge;
and,
(d) the pro rata part of any charges for optional benefit
riders.
Cancelling to Receive the Cash Surrender Value
You may, at any time while the annuitant is living and before the
annuity commencement date, surrender this contract to us. To do
this, you must return this contract with a signed request for
cancellation to our Customer Service Center.
The cash surrender value will vary daily. We will determine the cash
surrender value as of the date we receive the contract and your
signed request in our Customer Service Center. All benefits under
this contract will then end.
We will usually pay the cash surrender value within seven days. But
we may delay payment as described in the Payments We may Defer
provision.
Partial Withdrawal Option
After the first contract anniversary, you may make a partial
withdrawal once in each contract year. The minimum amount that may
be withdrawn is shown on page 3D. The maximum amount that may be
withdrawn is determined by multiplying the cash surrender value by
the maximum withdrawal percentage factor shown on page 3D. Any
withdrawal you make will not be treated as premium only for the
purposes of calculating the deferred charges against the accumulation
value. To take a partial withdrawal, you must provide us with
satisfactory notice at our Customer Service Center.
Proceeds Payable to the Beneficiary See Endorsement
Prior to the Annuity Commencement Date
If either the annuitant (when there is no contingent annuitant) or
owner dies prior to the annuity commencement date we will pay the
beneficiary the greater of either the accumulation value or
guaranteed death benefit. We will pay the amount on receipt of due
proof of the annuitant's or owner's death at our Customer Service
Center. Such amount may be received in a single lump sum or applied
to any of the annuity options (see Choosing an Income Plan).
How to Claim Payments to Beneficiary
We must receive proof of the annuitant's or owner's death before we
will make any payments to the beneficiary. We will calculate the
death benefit as of the date we receive due proof of death. The
beneficiary should contact our Customer Service Center for
instructions.
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Your Contract Benefits (continued)
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Guaranteed Death Benefit
On the contract date the guaranteed death benefit is equal to the
premium paid. On subsequent valuation dates, the guaranteed death
benefit is calculated as follows:
(1) take the guaranteed death benefit from the prior valuation date;
(2) calculate interest on (1) for the current valuation period at
the Guaranteed Death Benefit Interest Rate shown on page 3D;
(3) add (1) and (2);
(4) add any additional premiums paid during the current valuation
period to (3);
(5) subtract any partial withdrawals made during the current
valuation period from (4);
(6) subtract any charges made during the current valuation period
for optional benefit riders from (5).
If (6) is greater than the Maximum Guaranteed Death Benefit described
on page 3D, we will pay the Maximum Guaranteed Death Benefit.
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Choosing an Income Plan
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Annuity Benefits
If the annuitant and owner are living on the annuity commencement
date, we will begin making payments to the annuitant. We will make
these payments under the annuity option (or options) as chosen in the
application or as subsequently selected. You may choose or change an
annuity option by making a written request at least 30 days prior to
the annuity commencement date. Unless you have chosen otherwise,
Option 2 on a 10 year period certain basis will become effective.
The amount of the payments will be determined by applying the
accumulation value on the annuity commencement date in accordance
with the Annuity Options section below (See Payments We May Defer).
Before we pay any annuity benefits, we require the return of this
contract. If this contract has been lost, we require the applicable
lost contract form.
Annuity Commencement Date Selection
You select the Annuity Commencement Date. You may select any date
following the third contract anniversary but before the required date
of annuity commencement as shown on page 3D. If you do not select a
date, the annuity commencement date will be in the month following
the required date of annuity commencement.
Frequency Selection
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, the payments will be made monthly.
The Income Plan
While this contract is in effect and before the annuity commencement
date, you may choose one or more annuity options for the payment of
death benefit proceeds. If, at the time of the annuitant's or
owner's death, no option has been chosen for paying death benefit
proceeds, the beneficiary may choose an option within one year. You
may also elect an annuity option on surrender of the contract for its
cash surrender value. For each option we will issue a separate
written agreement putting the option into effect.
Our approval is needed for any option where:
(1) the person named to receive payment is other than the owner or
beneficiary; or
(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 shown on page 3D.
The Annuity Options
There are four options to choose from. They are:
Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years.
We guarantee each monthly payment will be at least the Income For
Fixed Period amount shown on page 3F. Values for annual, semiannual
or quarterly payments are available on request.
Option 2. Income for Life
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be
10 or 20 years. Other periods certain are available on request. A
refund certain may be chosen 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 each payment will be at least the amount shown in the
Income for Life Table on page 3F. By age we mean the named person's
age on his or her last birthday before the option's effective date.
Amounts for ages not shown are available on request.
Choosing an Income Plan (continued)
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Option 3. Joint Life Income
This option is available if there are two persons named to receive
payments. At least one of the persons named must be either the owner
or beneficiary of this contract. Monthly payments are guaranteed and
are made as long as at least one of the named persons is living. The
monthly payment amounts are available upon request.
Option 4. Annuity Plan
An amount can be used to buy any single premium annuity we offer on
the option's effective date.
Payment when Named Person Dies
When the person named to receive payment dies, we will pay any
amounts still due as provided by the option agreement. The amounts
still due are determined as follows:
(1) For options 1, 2, or any remaining guaranteed payments, payments
will be continued. 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 3.00% for option 1 and 3.50% for option 2.
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 this contract.
(2) For option 3, no amounts are payable after both named persons
have died.
(4) For option 4, the annuity agreement will state the amount due,
if any.
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Other Important Information
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Sending Notice to Us
Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown on the
cover page. Please include your contract number in all
correspondence.
Reports to Owner
We will send you a report within 31 days of each contract quarter.
The report will show the accumulation value and the cash surrender
value as of the end of the contract processing period. The report
will also show the allocation of the accumulation value as of such
date and the amounts deducted from or added to the accumulation value
since the last report. The report will also include any other
information that may be currently required by the insurance
supervisory official of the jurisdiction in which this contract is
delivered.
We will also send you copies of any shareholder reports of the
portfolios in which the divisions of the separate accounts invest, as
well as any other reports, notices or documents required by law to be
furnished to contract owners.
Assignment - Using this Contract as Collateral Security
You can assign this contract as collateral security for a loan or
other obligation. This does not change the ownership. Your rights
and any beneficiary's rights are subject to the terms of the
assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center.
We are not responsible for the validity of any assignment.
Changing this Contract
This contract or any additional benefit riders may be changed to
another annuity plan according to our rules at the time of the
change.
Contract Changes - Applicable Tax Law
We reserve the right to make changes in this contract or its riders
to the extent we deem it necessary to continue to qualify this
contract as an annuity. Any such changes will apply uniformly to all
contracts that are affected. You will be given advance written
notice of such changes.
Misstatement of Age or Sex
If an age or sex has been misstated in the application, the amounts
payable or benefits provided by this contract shall be those that the
premium payment made would have bought at the correct age or sex .
Non-Participating
This contract does not participate in the divisible surplus of Golden
American Life Insurance Company.
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Other Important Information (continued)
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Payments We may Defer
We may not be able to determine the value of the assets of the
separate account divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists; or
(3) an order or pronouncement of the SEC permits a delay for the
protection of contract owners.
(4) the check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.
During such times, as to amounts allocated to the divisions of the
separate account, we may delay:
(1) determination and payment of the cash surrender value;
(2) determination and payment of any death benefit if death occurs
before the annuity commencement date;
(3) allocation changes of the accumulation value; or,
(4) application of the accumulation value under an income plan.
As to amounts allocated to a general account division, we may, at any
time, defer payment of the cash surrender value for up to six months
after we receive a request for it. We will allow interest of at
least 4.00% a year on any cash surrender value payment derived from
the general account divisions that we defer 30 days or more.
Authority to Make Agreements
All agreements made by us must be signed by our president or a vice
president and by our secretary or an assistant secretary. No other
person, including an insurance agent or broker, can:
(1) change any of this contract's terms;
(2) extend the time for premium payments; or
(3) make any agreement binding on us.
Required Note on Our Computations
We have filed a detailed statement of our computations with the
insurance supervisory official in the jurisdiction where this
contract is delivered. The values are not less than those required
by the law of that state or jurisdiction. Any benefit provided by an
attached optional benefit rider will not increase these values unless
otherwise stated in that rider.
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Deferred Variable Annuity Contract - No Dividends
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Variable cash surrender values while the annuitant and owner are
living and prior to the annuity commencement date. Death benefit
subject to guaranteed minimum. Additional premium payment option.
Partial withdrawal option. Non-participating. Investment results
reflected in values.
EXHIBIT 4(d)
[graphics of 4 bold lines]
GOLDEN DEFERRED VARIABLE
AMERICAN ANNUITY CONTRACT
LIFE INSURANCE
COMPANY
Golden American is a stock company domiciled in Wilmington, Delaware.
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|----------------------------------------------------------------------|
|Contractholder Group Contract Number |
|GOLDEN INVESTORS TRUST G000001-0E |
|----------------------------------------------------------------------|
|Annuitant Certificateowner |
|THOMAS J. DOE JOHN Q. PUBLIC |
|----------------------------------------------------------------------|
|Initial Premium Annuity Option Annuity Commencement Date |
| $100,000 LIFE 10 YEAR CERTAIN |
|JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Separate Account(s) Certificate Number |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D 123456 |
|----------------------------------------------------------------------|
In this certificate "you" or "your" refers to the certificateowner
shown above. "We", "our", or "us" refers to Golden American Life
Insurance Company. You may allocate this certificate's accumulation
value among the separate and general account divisions shown in the
Schedule.
This certificate describes the benefits and provisions of the group
contract. The group contract, as issued to the contractholder by us,
alone makes up the agreement under which benefits are paid. The
group contract may be inspected at the office of the contractholder.
In consideration of the enrollment form for this certificate and the
payment of premiums, we agree, subject to the terms and conditions of
the group contract, to provide the benefits described in this
certificate to the persons eligible (herein called "annuitant[s]")
under the terms of the group contract.
If the group contract and this certificate are in force, we will make
income payments to the annuitant starting on the annuity commencement
date as shown in the Schedule. If the annuitant (when there is no
contingent annuitant) or certificateowner dies prior to the annuity
commencement date, we will pay a death benefit to the beneficiary.
The amount of such benefits is subject to the terms of this
certificate.
All death benefit proceeds due under this certificate will be paid
according to the beneficiary designation and the provisions of the
group contract. Payment of such proceeds by us will completely
discharge our liability with respect to the amounts so paid.
All payments and values, when based on the investment experience of a
separate account, may increase or decrease, depending on the
certificate's investment results.
Signed for Golden American Life Insurance Company on the group
contract issue date.
President: Secretary:
Deferred Variable Annuity Certificate - No Dividends
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Variable cash surrender values while the annuitant and
certificateowner are living and prior to the annuity commencement
date. Death benefit subject to guaranteed minimum. Additional
premium payment option. Partial withdrawal option. Non-
participating. Investment results reflected in values.
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Table of Contents
The Schedule 3
Premium Payment and Your Certificate Benefits 12
Investment Information
The Separate Accounts
General Account Cash Value Benefit
Certificate Facts Partial Withdrawal Option
Charges
Income Plan Factors Death Benefit Proceeds 13
Important Terms 4 Proceeds Payable to the Beneficiary
Introduction to this
Certificate 6 Choosing an Income Plan 14
The Certificate Annuity Benefits
The Certificateowner Annuity Commencement Date Selection
The Annuitant Frequency Selection
The Beneficiary The Income Plan
Change of Certificateowner
or Beneficiary The Annuity Options
Payments When Named Person Dies
Premium Payments and
Allocation Changes 7
Other Important Information 16
Initial Premium Payment
Additional Premium Payment
Option Entire Contract
Your Right to Change
Allocation of Sending Notice to Us
Accumulation Value Reports to Certificateowner
What Happens if a Division
is Not Available Assignment - Using this Certificate as
Collateral Security
How We Measure the
Certificate's Changing the Group Contract
Accumulation Value 8 Contract Changes - Applicable Tax Law
Misstatement of Age or Sex
The Separate Accounts Non-Participating
The General Account Payments We may Defer
Valuation Period Authority to Make Agreements
Accumulation Value Required Note on Our Computations
Accumulation Value in
each Division Facility of Payment
Measurement of Investment
Experience Incontestability
Charges Deducted from
Accumulation Value on
each Certificate Processing Date
A copy of the enrollment form and any additional riders and
endorsements are at the back of this certificate.
SCHEDULE PAGES
The Schedule Pages (pages 3A to 3E) give specific facts about this
certificate and its coverage. Please refer to them while reading
this certificate.
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The Schedule
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|Contractholder Group Contract Number |
|GOLDEN INVESTORS TRUST G000001-0E |
|----------------------------------------------------------------------|
|Annuitant Certificateowner |
|THOMAS J. DOE JOHN Q. PUBLIC |
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|Annuitant's Issue Age Annuitant's Sex Certificateowner's Issue Age|
|35 MALE 55 |
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|Initial Premium Annuity Option Annuity Commencement Date |
| LIFE 10 YEAR |
|$100,000 CERTAIN JANUARY 1, 2003 |
|----------------------------------------------------------------------|
|Certificate Date Certificate Certificate Number |
| Issue Date |
|JANUARY 1, 1993 JANUARY 1, 1993 123456 |
|----------------------------------------------------------------------|
|Separate Account(s) |
|SEPARATE ACCOUNT B AND SEPARATE ACCOUNT D |
|----------------------------------------------------------------------|
Premium Payment and Investment Information
Initial premium payment received: $10,000
As requested in the enrollment form, your accumulation value has been
invested as follows:
Percentage of
Division Accumulation Value
Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Natural Resources 10%
Emerging Markets 10%
The Managed Global Account 10%
Limited Maturity Bond 5%
Liquid Asset 5%
---
Total 100%
Additional Premium Payment Information
We will accept additional premium payments until either the annuitant
or the certificateowner reaches the attained age of 85. The minimum
additional payment which may be made is $500.
Accumulation Value Allocation Rules
The maximum number of divisions in which you may be invested at any
one time is eleven. You are allowed five allocation changes per
certificate year without charge. We will impose a charge for each
additional allocation change in excess of five. The excess
allocation charge is shown in the Charges section of the Schedule.
Allocation Changes by Telephone
You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any notice
or request for allocation changes to our Customer Service Center.
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The Schedule (continued)
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THE SEPARATE ACCOUNTS
Divisions Investing in Shares of Mutual Funds
Separate Account B is a Unit Investment Trust Separate Account,
organized in and governed by the laws of the State of Delaware, our
state of domicile. Separate Account B is divided into Divisions.
Each Division listed below invests in shares of the mutual fund
portfolio designated. Each portfolio is a part of The GCG Trust
managed by Directed Services, Inc.
ALL-GROWTH ALL-GROWTH SERIES
DIVISION Portfolio Manager - Pilgrim Baxter & Associates, Ltd.
CAPITAL CAPITAL APPRECIATION SERIES
APPRECATION Portfolio Manager - INVESCO (NY), Inc
DIVISION
DEVELOPING DEVELOPING WORLD SERIES
WORLD Portfolio Manager - Baring International Investment
DIVISION Limited
FULLY FULLY MANAGED SERIES
MANAGED Portfolio Manager - T. Rowe Price Associates, Inc.
DIVISION
GROWTH GROWTH OPPORTUNITIES SERIES
OPPORTUNITIES Portfolio Manager - Montgomery Asset Management, LLC
DIVISION
EQUITY EQUITY INCOME SERIES
INCOME Portfolio Manager - T. Rowe Price Associates, Inc.
DIVISION
RISING RISING DIVIDENDS SERIES
DIVIDENDS Portfolio Manager - Kayne Anderson Investment
DIVISION Management, LLC
STRATEGIC STRATEGIC EQUITY SERIES
EQUITY Portfolio Manager - AIM Advisors, Inc
DIVISION
VALUE VALUE EQUITY SERIES
EQUITY Portfolio Manager - Eagle Asset Management, Inc.
DIVISION
EMERGING EMERGING MARKETS SERIES
MARKETS Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
GLOBAL GLOBAL FIXED INCOME PORTFOLIO
FIXED Portfolio Manager - Barings Investment Limited
INCOME International
DIVISION
GROWTH AND GROWTH AND INCOME PORTFOLIO
INCOME Portfolio Manager - Alliance Capital Management L.P.
DIVISION
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The Schedule (continued)
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HARD HARD ASSETS SERIES
ASSETS Portfolio Manager - Baring International Investment
DIVISION Limited
LIMITED LIMITED MATURITY BOND SERIES
MATURITY Portfolio Manager - ING Investment Management, LLC
BOND
DIVISION
LIQUID LIQUID ASSET SERIES
ASSET Portfolio Manager - ING Investment Management, LLC
DIVISION
MANAGED MANAGED GLOBAL SERIES
GLOBAL Portfolio Manager - Putnam Investment Management,
DIVISION Inc.
MID-CAP MID-CAP GROWTH SERIES
GROWTH Portfolio Manager - Massachusetts Financial Services
DIVISION Co.
REAL REAL ESTATE SERIES
ESTATE Portfolio Manager - EII Realty Securities, Inc.
DIVISION
RESEARCH RESEARCH PORTFOLIO
DIVISION Portfolio Manager - Massachusetts Financial Services
Company
SMALL SMALL CAP SERIES
CAP Portfolio Manager - Fred Alger Management, Inc.
DIVISION
TOTAL TOTAL RETURN PORTFOLIO
RETURN Portfolio Manager - Massachusetts Financial Services
DIVISION Company
GROWTH GROWTH PORTFOLIO
DIVISION Portfolio Manager - Janis Capital Corporation
NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE CONTRACT AND THE GCG
TRUST FOR MORE DETAILS.
Each Division below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. Each portfolio is a part of the PIMCO Trust
managed by Pacific Investment Management Company ("PIMCO")
HIGH YIELD HIGH YIELD BOND PORTFOLIO
BOND Portfolio Manager - PIMCO.
DIVISION
STOCKSPLUS STOCKSPLUS GROWTH AND INCOME PORTFOLIO
GROWTH AND Portfolio Manager - PIMCO
INCOME
DIVISION
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WC-GAL-DGC-9/88 3C (REV 10/93)
The Schedule (continued)
The General Account
Not available.
Certificate Facts
Certificate Processing Dates
The certificate processing date for your certificate is January 1st
of each year.
Certificate Processing Periods
The period between successive certificate processing dates unless it
is the first certificate processing period. In that case, it is the
period from the certificate date to the first certificate processing
date.
Specially Designated Division
When a distribution is made from an investment portfolio underlying a
separate account division or from a division of a managed separate
account in which reinvestment is not available, we will allocate the
amount of the distribution to the Liquid Asset Division unless you
specify otherwise.
Conventional Partial Withdrawals
Minimum Withdrawal Amount: $1,000
Maximum Withdrawal Percentage Factor: 15% of accumulation
value as of the date of the withdrawal.
We will collect a surrender charge for excess partial withdrawals.
See Deferred Charges Against the Accumulation Value shown in the
Schedule. In no event may a partial withdrawal be greater than 90%
of the cash surrender value.
Systematic Partial Withdrawals
Systematic partial withdrawals may be elected to commence after 28
days from the certificate issue date. Systematic partial withdrawals
may be taken on a monthly or quarterly basis, as long as the minimum
of $100 is met: Maximum Percentage Amounts: 1.25% Monthly or
3.75% Quarterly
We will collect a surrender charge for excess partial withdrawals.
See Deferred Charges Against the Accumulation Value shown in the
Schedule.
Guaranteed Death Benefit Interest Rate
The death benefit proceeds are adjusted at a rate of 7% compounded
annually, except that with respect to amounts in the Liquid Asset
Division, the interest rate applied to such amounts will be the net
rate of return for the Liquid Asset Division during the current
valuation period, if it is less than 7%.
Maximum Guaranteed Death Benefit
This amount is equal to the sum of the premiums paid multiplied by
two minus the sum of any partial withdrawals taken.
Required Date of Annuity Commencement
The required date of annuity commencement is the same date as the
certificate processing date in the month following the annuitant's
90th birthday.
Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is $20.
Optional Benefit Riders - None.
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WC-GAL-DGC-9/88 3D (REV 10/93)
The Schedule (continued)
Charges
Charge Deduction Division
All charges against the accumulation value in this certificate will
be deducted from the Liquid Asset Division.
Deductions from Premiums - None.
Deductions from Accumulation Value
Initial Administrative Charge - None.
Administrative Charge - None.
Excess Allocation Charge - If you make more than five allocation
changes during a certificate year, we will impose a $25 charge at the
time each additional allocation is processed. The charge, unless you
specify otherwise, will be deducted in proportion to the amount being
transferred from each division.
Partial Withdrawal Charge - If you take more than one conventional
partial withdrawal during a certificate year, we impose a charge of
the lesser of $25 and 2.0% of the amount withdrawn at the time each
additional conventional partial withdrawal is processed. The charge,
unless you specify otherwise, will be deducted in proportion to the
amount being withdrawn from each division.
Guaranteed Death Benefit Charge - We charge $0.60 per $1,000 of
guaranteed death benefit per certificate year. This is deducted on
each certificate processing date at the rate of $0.15 per $1,000 of
guaranteed death benefit in effect on the last certificate processing
date Not Applicable.
Deferred Charges Against the Accumulation Value
We deduct annually 0.65% of your premium as a distribution fee for
sales expenses. This charge is incurred at the beginning of each
processing period and is deducted at the end of each processing
period over a ten year period from the date we receive and accept
each premium.
If you surrender your certificate, we deduct the amount of any
distribution fee incurred but not yet deducted.
An excess partial withdrawal will cause imposition of a surrender
charge and result in the reduction in the surrender charge still
applicable.
Contingent Deferred Sales Charge - None.
Premium Taxes - We deduct from the accumulation value the amount of
any premium or other state and local taxes levied by any state or
governmental entity when such taxes are incurred. We reserve the
right to change the amount we charge for premium tax charges on
future premium payments to conform with changes in the law or if the
annuitant changes state of residence.
Deductions from the Divisions
Mortality and Expense Risk Charge - We deduct 0.003446% of the assets
in each division of the separate account on a daily basis (equivalent
to an annual rate of 1.25%) for mortality and expense risks. We
reserve the right to increase this charge to a maximum of a daily
charge of 0.003446% (equivalent to an annual rate of 0.90%) of the
assets in each division of the separate accounts.
Asset Based Administrative Charge - We deduct 0.000276% of the assets
in each division of the separate account on a daily basis (equivalent
to an annual rate of 0.10%) to compensate us for a portion of our
ongoing administrative expenses.
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WC-GAL-DGC-9/88 3E (REV 10/93)
The Schedule (continued)
Income Plan Factors
Values for other payment periods, ages, or joint life combinations
are available on request. Monthly payments are shown for each $1,000
applied.
Table for Income for a Fixed Period
Fixed Period Monthly Fixed Period Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income
- ------------ ------- ------------ ------- ------------ -------
1 $84.68 11 $8.88 21 $5.33
2 42.96 12 8.26 22 5.16
3 29.06 13 7.73 23 5.00
4 22.12 14 7.28 24 4.85
5 17.95 15 6.89 25 4.72
6 15.18 16 6.54 26 4.60
7 13.20 17 6.24 27 4.49
8 11.71 18 5.98 28 4.38
9 10.56 19 5.74 29 4.28
10 9.64 20 5.53 30 4.19
Table for Income for Life
Male/Female Male/Female Male/Female
Age 10 Years Certain 20 Years Certain Refund Certain
- ---- ---------------- ---------------- --------------
50 $4.93/4.52 $4.68/4.40 $4.74/ 4.42
55 5.45/4.96 4.99/4.72 5.16/ 4.79
60 6.11/5.52 5.30/5.07 5.75/ 5.29
65 6.91/6.26 5.54/5.40 6.52/ 5.97
70 7.79/7.18 5.68/5.62 7.33/ 6.74
75 8.61/8.18 5.75/5.73 8.61/ 7.90
80 9.24/9.01 5.77/5.76 10.43/ 9.50
85& Over 9.62/9.52 5.77/5.77 12.16/10.98
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Important Terms
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Account, the - A separate account established by us to segregate the
assets funding the variable benefits provided by the group contract
from our general assets.
Accumulation Value - The amount that a certificate provides for
investment at any time. Initially, this amount is equal to the
premium paid. Thereafter, the accumulation value will reflect the
premiums paid, investment experience, charges deducted and partial
withdrawals taken.
Annuitant - The person designated by the certificateowner to receive
the annuity payments and whose death initiates payment of the death
benefit.
Annuity Commencement Date - For each certificate, the date on which
annuity payments begin.
Annuity Options - Options the certificateowner selects that determine
the annuity payout.
Annuity Payment - The periodic payment an annuitant receives. It may
be either a fixed or a variable amount based on the annuity option
chosen by the annuitant (see Choosing an Income Plan).
Attained Age - The issue age of the annuitant plus the number of full
years elapsed since the certificate date.
Beneficiary - The person designated to receive benefits in the case
of the death of the annuitant (when there is no contingent annuitant)
or certificateowner.
Business Day - Any day the New York Stock Exchange ("NYSE") is open
for trading or any day on which the Securities and Exchange
Commission ("SEC") requires that mutual funds, unit investment trusts
or other investment portfolios be valued.
Cash Surrender Value - The amount the certificateowner receives if
the owner surrenders the certificate.
Certificate - This is a summary of the benefits and provisions
provided by the group contract.
Certificate Anniversary - The anniversary of the certificate date.
Certificate Date - The date from which we begin determining the
certificate values. It may or may not be the same as the certificate
issue date. This date is used to determine certificate months,
processing dates, years, and anniversaries.
Certificate Issue Date - The date the certificate is issued at our
Customer Service Center.
Certificate Processing Dates - The days when we deduct charges from
the accumulation value.
Certificate Processing Period - The period between successive
certificate processing dates unless it is the first certificate
processing period. In that case, it is the period from the
certificate date to the first certificate processing date.
Certificate Year - The period between certificate anniversaries.
Certificateowner - The person who owns a certificate and is entitled
to exercise all rights of the certificate. This person's death also
initiates payment of the death benefit.
Charge Deduction Division - The division from which all charges are
deducted if so designated on the enrollment form or later elected by
the certificateowner. For this certificate, it is the Liquid Asset
Division.
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IMPORTANT TERMS (CONTINUED)
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Contingent Annuitant - The person designated by the certificateowner
who, upon the annuitant's death prior to the annuity commencement
date, becomes the primary annuitant.
Contract Issue Date - The date the group contract is issued at our
Customer Service Center.
Contractholder - The entity that is issued the group contract.
Customer Service Center - The entity that provides service to our
contractholders and certificateowners. It is located at P.O. Box
8794, Wilmington, DE 19899-8794 and may be reached by phone at 1-800-
366-0066.
Endorsements - Endorsements add provisions or change the terms of the
group contract.
Excess Allocation Charge - The charge we impose for each allocation
change above five, which is the number of free allocation changes
allowed each contract year.
Experience Factor - The factor which reflects the investment
experience of the portfolio in which a division invests as well as
the charges assessed against the division for a valuation period.
General Account - The account which contains all of our assets other
than those held in our separate accounts.
Guaranteed Death Benefit Interest Rate - The annual rate at which the
Guaranteed Death Benefit is calculated.
Index of Investment Experience - The index that measures the
performance of a separate account division.
Initial Premium - The payment amount required to put each certificate
in effect.
Issue Age - The annuitant's age on the last birthday on or before the
certificate date.
Specially Designated Division - Distributions from a portfolio
underlying a division in which reinvestment is not available will be
allocated to this division. For these contracts, it is the Liquid
Asset Division.
Valuation Date - The day at the end of a valuation period when each
division is valued.
Valuation Period - Each business day together with any non-business
days before it.
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Introduction to the Certificate
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The Certificate
You supply us with a completed enrollment form and the initial
premium payment required to put this certificate in effect. In
return, we provide benefits as stated in the group contract and
described in this certificate.
The Certificateowner
You are the certificateowner of this certificate. You are also the
annuitant unless another annuitant has been named in the enrollment
form and is shown in the Schedule. You have the rights and options
described in this certificate.
One or more people may own a certificate. In the case of a sole
certificateowner who dies prior to the annuity commencement date, we
will pay the beneficiary the death benefit then due. The sole
certificateowner's estate will be the beneficiary if no beneficiary
designation is in effect, or if the designated beneficiary has
predeceased the certificateowner. In the case of a joint
certificateowner dying prior to the annuity commencement date, we
will designate the surviving certificateowner(s) as the
beneficiary(ies).
The Annuitant
The annuitant will receive the annuity benefits of this certificate
if living on the annuity commencement date. The annuitant may not be
changed at any time. You may name a contingent annuitant.
If the annuitant dies before the annuity commencement date, the
contingent annuitant becomes the annuitant. If there is no
contingent annuitant when the annuitant dies, the beneficiary will be
as provided in the beneficiary designation then in effect. If no
beneficiary designation is in effect, or if there is no designated
beneficiary living, the certificateowner will be the beneficiary. If
the annuitant is the sole certificateowner and there is no
beneficiary designation, the annuitant's estate will be the
beneficiary.
The Beneficiary
The beneficiary is the person to whom we pay death proceeds if the
annuitant or certificateowner dies prior to the annuity commencement
date. See Death Benefit Proceeds for more information. We pay death
proceeds to the primary beneficiary. If the primary beneficiary dies
before the annuitant, the death proceeds are paid to the contingent
beneficiary, if any. If there is no surviving beneficiary, we pay
the death proceeds to the certificateowner (if other than the
annuitant). If the certificateowner was the annuitant, we pay any
death proceeds to the annuitant's estate.
One or more persons may be named as primary beneficiary or contingent
beneficiary. In the case of more than one beneficiary, we will
assume any death proceeds are to be paid in equal shares to the
surviving beneficiaries. You can specify other than equal shares.
You have the right to change beneficiaries, unless you designate the
primary beneficiary irrevocable. When an irrevocable beneficiary has
been designated, you and the irrevocable beneficiary must act
together to exercise the rights and options under this certificate.
Change of Certificateowner or Beneficiary
During the annuitant's lifetime and while this certificate is in
effect you can transfer ownership of this certificate or change the
beneficiary. To make any of these changes, you must send us written
notice of the change in a form satisfactory to us. The change will
take effect as of the day the notice is signed. The change will not
affect any payment made or action taken by us before recording the
change at our Customer Service Center.
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Premium Payments and Allocation Changes
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Initial Premium Payment
The amount and allocation of the initial premium payment is shown in
the Schedule.
Additional Premium Payment Option
You may make additional premium payments at any time before the
annuity commencement date. Satisfactory notice to us must be given
for additional premium payments. Restrictions on additional premium
payments, such as the attained age of the annuitant or
certificateowner and the timing and amount of each payment, are shown
in the Schedule. We reserve the right to defer acceptance of or to
return any additional premium payments.
As of the date we receive and accept your additional premium payment:
(1) The accumulation value will increase by the amount of the
premium payment less any premium deductions as shown in the Schedule.
(2) The increase in the accumulation value will be allocated among
the separate and general account divisions in accordance with your
instructions. If you do not provide such instructions, allocation
will be among the separate and general account divisions in
proportion to the amount of accumulation value in each division as of
the date we receive and accept your additional premium payment. Some
general account divisions may have restrictions on allocations.
(3) Any deferred loading will increase. Such increase will be
recovered in level installments from this certificate's accumulation
value. See the Schedule for details.
Where to Make Payments
Remit the premium payments to our Customer Service Center. On
request we will give you a receipt signed by our treasurer.
Your Right to Change Allocation of Accumulation Value
The accumulation value may be reallocated among the divisions. The
number of free allocation changes each certificate year that we will
allow is shown in the Schedule. To make an allocation change, you
must provide us with satisfactory notice at our Customer Service
Center. The change will take effect when we receive the notice.
Restrictions for reallocation into and out of the divisions are shown
in the Schedule. Some general account divisions may have
restrictions on allocations, see the Schedule.
What Happens if a Division is Not Available
When a distribution is made from an investment portfolio supporting a
unit investment trust separate account division or from a division of
a managed separate account in which reinvestment is not available, we
will allocate the distribution to the Specially Designated Division
shown in the Schedule unless you specify otherwise.
Such a distribution may occur when an investment portfolio or
division matures, when distribution from a portfolio or division
cannot be reinvested in the portfolio or division due to the
unavailability of securities, or for other reasons. When this occurs
because of maturity, we will send written notice to you 30 days in
advance of such date. To elect an allocation to other than the
Specially Designated Division shown in the Schedule, you must provide
satisfactory notice to us at least seven days prior to the date the
investment matures. Such allocations will not be counted as an
allocation change of the accumulation value for purposes of the
number of free allocations permitted.
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How We Measure the Certificate's Accumulation Value
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The variable annuity benefits under this certificate are provided
through investments which may be made in our separate and general
accounts.
The Separate Accounts
These accounts, which are designated in the Schedule, are kept
separate from our general account and any other separate accounts we
may have. They are used to support variable annuity contracts and
may be used for other purposes permitted by applicable laws and
regulations. We own the assets in the separate accounts. Assets
equal to the reserves and other liabilities of the accounts will not
be charged with liabilities that arise from any other business we
conduct; but, we may transfer to our general account assets which
exceed the reserves and other liabilities of the separate accounts.
Income and realized and unrealized gains or losses from assets in
these separate accounts are credited to or charged against the
account without regard to other income, gains or losses in our other
investment accounts.
One type of separate account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine
to be suitable for the group contract's purposes. This separate
account is treated as a unit investment trust under Federal
securities laws. It is registered with the SEC under the Investment
Company Act of 1940. This separate account is also governed by state
laws as designated in the Schedule.
Another type of separate account will invest directly in portfolio
securities deemed appropriate by the investment adviser or the
committee managing the separate account. The separate account is
treated as an open end, diversified investment company under Federal
securities laws. It is registered with the SEC under the Investment
Company Act of 1940. The separate account is also governed by state
laws as designated in the Schedule.
Separate Account Divisions
A unit investment trust separate account includes divisions, each
investing in a designated investment portfolio. The divisions and
the investment portfolios in which they invest, if applicable, are
specified in the Schedule. Some of the portfolios designated may be
managed by a separate investment adviser. Such adviser will be
registered under the Investment Advisers Act of 1940.
A managed separate account includes divisions, each investing
directly in portfolios of securities designed to meet the objectives
of the division. The divisions, if applicable, and their objectives
are specified in the Schedule. Some of the divisions designated may
be managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.
Changes Within the Separate Accounts
We may, from time to time, make additional separate account divisions
available to you. These divisions will invest in investment
portfolios we find suitable for the group contract. We also have the
right to eliminate divisions from the separate account, to combine
two or more divisions or to substitute a new portfolio for the
portfolio in which a division invests. A substitution may become
necessary if, in our judgment, a portfolio or division no longer
suits the purposes of the group contract. This may happen due to a
change in laws or regulations, or a change in a portfolio's
investment objectives or restrictions, or because the portfolio or
division is no longer available for investment, or for some other
reason. We will get prior approval from the insurance department of
our state of domicile before making such a substitution. This
approval process is on file with the insurance department of the
jurisdiction in which the group contract is delivered. We will also
get any required approval from the SEC and any other required
approvals before making such a substitution.
Subject to any required regulatory approvals, we reserve the right to
transfer assets of the separate account, which we determine to be
associated with the class of contracts to which the group contract
belongs, to another separate account or division.
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How We Measure the Certificate's Accumulation Value (continued)
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When permitted by law, we reserve the right to:
(1) Deregister a separate account under the Investment Company Act
of 1940;
(2) Operate a separate account as a management company under the
Investment Company Act of 1940, if it is operating as a unit
investment trust;
(3) Operate a separate account as a unit investment trust under the
Investment Company Act of 1940, if it is operating as a managed
separate account;
(4) Restrict or eliminate any voting rights of certificateowners, or
other persons who have voting rights as to a separate account; and,
(5) Combine a separate account with other separate accounts.
The General Account
The general account contains all assets of the company other than
those in the separate accounts we establish. The general account
divisions available for investment are shown in the Schedule. We
may, from time to time, offer other divisions where assets are held
in our general account.
Valuation Period
Each division will be valued at the end of each valuation period on a
valuation date. A valuation period is each business day together
with any non-business days before it. A business day is any day the
NYSE is open for trading, or any day on which the SEC requires that
mutual funds, unit investment trusts, or other investment portfolios
be valued.
Accumulation Value
The accumulation value of this certificate is the sum of the amounts
in each of the separate and general account divisions. You select
the separate and general account divisions to which to allocate the
accumulation value. The maximum number of divisions to which the
accumulation value may be allocated at any one time is shown in the
Schedule.
Accumulation Value in each Division
On the Certificate Date
On the certificate date, the accumulation value is allocated to each
division as shown in the Schedule.
On each Valuation Date
At the end of each subsequent valuation period, the amount of
accumulation value in each division will be calculated as follows:
(1) We take the accumulation value in the division at the end of the
preceding valuation period.
(2) We multiply (1) by the division's net rate of return for the
current valuation period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown in the Schedule) allocated to the division
during the current valuation period.
(5) We add or subtract allocations to or from that division during
the current valuation period.
(6) We subtract from (5) any partial withdrawals which are allocated
to the division during the current valuation period.
(7) We subtract from (6) the amounts allocated to that division for:
(a) any charges due for optional benefit riders as shown in the
Schedule ;
(b) any certificate fees as shown in the Schedule; and
(c) any recovery of deferred loading as shown in the Schedule.
All amounts in (7) are allocated to each division in the proportion
that (6) bears to the accumulation value unless the Charge Deduction
Division has been specified (See the Schedule).
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HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE (CONTINUED)
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Measurement of Investment Experience
Index of Investment Experience
The investment experience of a separate account division is
determined on each valuation date. We use an index to measure
changes in each division's experience during a valuation period. We
set the index at $10 when the first investments in a division are
made. The index for a current valuation period equals the index for
the preceding valuation period multiplied by the experience factor
for the current valuation period.
How We Determine the Experience Factor
For divisions of a unit investment trust separate account the
experience factor reflects the investment experience of the portfolio
in which the division invests as well as the charges assessed against
the division for a valuation period. The factor is calculated as
follows:
(1) We take the net asset value of the portfolio in which the
division invests at the end of the current valuation period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and
reinvested in such portfolio during the current valuation
period. We subtract from that amount a charge for our taxes, if
any.
(3) We divide (2) by the net asset value of the portfolio at the end
of the preceding valuation period.
(4) We subtract the daily mortality and expense risk charge for each
division shown in the Schedule for each day in the valuation
period. This charge is to cover expense and mortality risks
that we are assuming.
(5) For certain divisions, we subtract an additional charge equal to
the daily charge shown in the Schedule for each day in the
valuation period.
For divisions of a managed separate account which invest directly in
portfolio securities the experience factor reflects the investment
experience of the division as well as the charges assessed against
the division. The factor is calculated as follows:
(1) Take the value of the assets in the division at the end of the
preceding valuation period.
(2) Add to (1) any investment income and capital gains, realized or
unrealized, credited to the assets during the current valuation
period.
(3) Subtract from (2) any capital losses, realized or unrealized,
charged against the assets during the current valuation period.
(4) Subtract from (3) any amount charged against the division for
any taxes.
(5) Divide (4) by the value of the assets in the division at the end
of the preceding valuation period.
(6) Subtract from (5) a daily charge for operating expenses actually
incurred.
(7) Subtract from (6) the daily charge for investment advice for
each day in the valuation period as shown in the Schedule.
(8) Subtract from (7) the daily charge for mortality and expense
risks for each day in the valuation period as shown in the
Schedule.
Calculations for divisions investing in mutual fund portfolios are
made on a per share basis. Calculations for divisions investing in
unit investment trusts are on a per unit basis.
Net Rate of Return for a Separate Account Division
The net rate of return for a separate account division during a
valuation period is the experience factor for that valuation period
minus one.
Net Rate of Return for a General Account Division
The net rate of return for a general account division during a
valuation period is the rate for the number of days in the valuation
period equivalent to the effective annual rate declared for that
division.
<PAGE>
<PAGE>
How We Measure a Certificate's Accumulation Value (continued)
- --------------------------------------------------------------------
Charges Deducted from Accumulation Value on each Certificate
Processing Date
Expense charges, including administrative and other fees, and the
recovery of any deferred loading, are shown in the Schedule.
Charge Deduction Division Option
We will deduct all charges against the accumulation value of this
certificate from the Charge Deduction Division if you elected this
option on the enrollment form (see the Schedule). We will deduct
these charges proportionately from all of the divisions in which you
are invested if you did not elect this option or if the charges are
greater than the amount in the Charge Deduction Division.
You may at any time while this certificate is in effect change your
election of this option. To do this you must send us a written
request to our Customer Service Center. Any change will take effect
within seven days of the date we receive your request.
<PAGE>
Your Certificate Benefits
- --------------------------------------------------------------------
While this certificate is in effect, there are important rights and
benefits that are available to you. We discuss these rights and
benefits in this section.
Cash Value Benefit
Cash Surrender Value
The cash surrender value, while the annuitant is living and before
the annuity commencement date, is determined as follows:
(1) We take the certificate's accumulation value;
(2) We deduct any unrecovered deferred loading;
(3) We deduct any charges shown in the Schedule that have been
incurred but not yet deducted, including:
(a) any first year administrative fee that has not yet been
deducted;
(b) any quarterly administrative fee to be deducted on the next
certificate processing date;
(c) the pro rata part of any guaranteed death benefit charge;
and,
(d) the pro rata part of any charges for optional benefit
riders.
Cancelling to Receive the Cash Surrender Value
You may, at any time while the annuitant is living and before the
annuity commencement date, surrender this certificate to us. To do
this, you must return this certificate with a signed request for
cancellation to our Customer Service Center.
The cash surrender value will vary daily. We will determine the cash
surrender value as of the date we receive the certificate and your
signed request in our Customer Service Center. All benefits under
this certificate will then end.
We will usually pay the cash surrender value within seven days; but,
we may delay payment as described in the Payments We May Defer
provision.
Partial Withdrawal Option
After the first certificate anniversary, you may make a partial
withdrawal once in each certificate year. The minimum amount that
may be withdrawn is shown in the Schedule. The maximum amount that
may be withdrawn is determined by multiplying the cash surrender
value by the maximum withdrawal percentage factor shown in the
Schedule. Any withdrawal you make will not be treated as premium
only for the purposes of calculating the deferred charges against the
accumulation value. To take a partial withdrawal, you must provide
us with satisfactory notice at our Customer Service Center.
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<PAGE>
Death Benefit Proceeds
- --------------------------------------------------------------------
Proceeds Payable to the Beneficiary SEE ENDORSEMENT
Prior to the Annuity Commencement Date
If either the annuitant (when there is no contingent annuitant) or
certificateowner dies prior to the annuity commencement date we will
pay the beneficiary the greater of either the accumulation value or
guaranteed death benefit. We will pay the amount on receipt of due
proof of the annuitant's or certificateowner's death at our Customer
Service Center. Such amount may be received in a single lump sum or
applied to any of the annuity options (see Choosing an Income Plan).
How to Claim Payments to Beneficiary
We must receive proof of the annuitant's or certificateowner's death
before we will make any payments to the beneficiary. We will
calculate the death benefit as of the date we receive due proof of
death. The beneficiary should contact our Customer Service Center
for instructions.
Guaranteed Death Benefit
On the certificate date the guaranteed death benefit is equal to the
premium paid. On subsequent valuation dates, the guaranteed death
benefit is calculated as follows:
(1) Take the guaranteed death benefit from the prior valuation date;
(2) Calculate interest on (1) for the current valuation period at
the Guaranteed Death Benefit Interest Rate shown in the
Schedule;
(3) Add (1) and (2);
(4) Add any additional premiums paid during the current valuation
period to (3);
(5) Subtract any partial withdrawals made during the current
valuation period from (4);
(6) Subtract any charges made during the current valuation period
for optional benefit riders from (5).
If (6) is greater than the Maximum Guaranteed Death Benefit described
in the Schedule, we will pay the Maximum Guaranteed Death Benefit.
<PAGE>
<PAGE>
Choosing an Income Plan
- --------------------------------------------------------------------
Annuity Benefits
If the annuitant and certificateowner are living on the annuity
commencement date, we will begin making payments to the annuitant.
We will make these payments under the annuity option (or options) as
chosen in the enrollment form or as subsequently selected. You may
choose or change an annuity option by making a written request at
least 30 days prior to the annuity commencement date. Unless you
have chosen otherwise, Option 2 on a 10 year period certain basis
will become effective. The amount of the payments will be determined
by applying the accumulation value on the annuity commencement date
in accordance with the Annuity Options section below (See Payments We
May Defer). Before we pay any annuity benefits, we require the
return of this certificate. If this certificate has been lost, we
require the applicable lost certificate form.
Annuity Commencement Date Selection
You select the Annuity Commencement Date. You may select any date
following the third certificate anniversary but before the required
date of annuity commencement as shown in the Schedule. If you do not
select a date, the annuity commencement date will be in the month
following the required date of annuity commencement.
Frequency Selection
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, the payments will be made monthly.
The Income Plan
While this certificate is in effect and before the annuity
commencement date, you may choose one or more annuity options for the
payment of death benefit proceeds. If, at the time of the
annuitant's or certificateowner's death, no option has been chosen
for paying death benefit proceeds, the beneficiary may choose an
option within one year. You may also elect an annuity option on
surrender of the certificate for its cash surrender value. For each
option we will issue a separate written agreement putting the option
into effect.
Our approval is needed for any option where:
(1) The person named to receive payment is other than the
certificateowner or beneficiary; or
(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 shown in the Schedule.
The Annuity Options
There are four options to choose from. They are:
Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years.
We guarantee each monthly payment will be at least the Income For
Fixed Period amount shown in the Schedule. Values for annual,
semiannual or quarterly payments are available on request.
Option 2. Income for Life
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be
10 or 20 years. Other periods certain are available on request. A
refund certain may be chosen 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 each payment will be at least the amount shown in the
Income for Life Table in the Schedule. By age we mean the named
person's age on his or her last birthday before the option's
effective date. Amounts for ages not shown are available on request.
<PAGE>
<PAGE>
Choosing an Income Plan (continued)
- --------------------------------------------------------------------
Option 3. Joint Life Income
This option is available if there are two persons named to receive
payments. At least one of the persons named must be either the
certificateowner or beneficiary of this certificate. Monthly
payments are guaranteed and are made as long as at least one of the
named persons is living. The monthly payment amounts are available
upon request.
Option 4. Annuity Plan
An amount can be used to buy any single premium annuity we offer on
the option's effective date.
Payment When Named Person Dies
When the person named to receive payment dies, we will pay any
amounts still due as provided by the option agreement. The amounts
still due are determined as follows:
(1) For options 1, 2, or any remaining guaranteed payments, payments
will be continued. 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 3% for option 1
and 3.50% for option 2. 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 this certificate.
(2) For option 3, no amounts are payable after both named persons
have died.
(3) For option 4, the annuity agreement will state the amount due,
if any.
<PAGE>
<PAGE>
Other Important Information
- --------------------------------------------------------------------
ENTIRE CONTRACT
The group contract, including any attached rider, endorsement,
amendment, the application of the contractholder, and the enrollment
forms of the annuitants, constitute the entire contract between the
contractholder and us. All statements made by the contractholder,
any certificateowner or any annuitant will be deemed representations
and not warranties. No such statement will be used in any contest
unless it is contained in the application signed by the
contractholder or in a written instrument signed by the
certificateowner or an annuitant, a copy of which has been furnished
to the certificateowner, the beneficiary or to the contractholder.
SENDING NOTICE TO US
Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown in
Important Terms. Please include your certificate number in all
correspondence.
REPORTS TO CERTIFICATEOWNER
We will send you a report within 31 days of each certificate
processing date. The report will show the accumulation value and the
cash surrender value of the certificate as of the end of the
certificate processing period. The report will also show the
allocation of the accumulation value as of such date and the amounts
deducted from or added to the accumulation value since the last
report. The report will also include any other information that may
be currently required by the insurance supervisory official of the
jurisdiction in which this certificate is delivered.
We will also send you copies of any shareholder reports of the
portfolios in which the divisions of the separate accounts invest, as
well as any other reports, notices or documents required by law to be
furnished to certificateowners.
ASSIGNMENT - USING THIS CERTIFICATE AS COLLATERAL SECURITY
You can assign this certificate as collateral security for a loan or
other obligation. This does not change the certificateownership.
Your rights and any beneficiary's rights are subject to the terms of
the assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center.
We are not responsible for the validity of any assignment.
Changing the Group contract
The group contract or any additional benefit riders may be changed to
another annuity plan according to our rules at the time of the
change.
Contract Changes - Applicable Tax Law
We reserve the right to make changes in the group contract or its
riders to the extent we deem it necessary to continue to qualify the
group contract as an annuity. Any such changes will apply uniformly
to all certificates that are affected. You will be given advance
written notice of such changes.
Misstatement of Age or Sex
If an age or sex has been misstated in the enrollment form, the
amounts payable or benefits provided by this certificate shall be
those that the premium payment made would have bought at the correct
age or sex.
Non-Participating
This certificate does not participate in the divisible surplus of
Golden American Life Insurance Company.
<PAGE>
<PAGE>
Other Important Information (continued)
- --------------------------------------------------------------------
PAYMENTS WE MAY DEFER
We may not be able to determine the value of the assets of the
separate account divisions because:
(1) The NYSE is closed for trading;
(2) The SEC determines that a state of emergency exists; or
(3) An order or pronouncement of the SEC permits a delay for the
protection of certificateowners.
(4) The check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.
During such times, as to amounts allocated to the divisions of the
separate account, we may delay:
(1) Determination and payment of the cash surrender value;
(2) Determination and payment of any death benefit if death occurs
before the annuity commencement date;
(3) Allocation changes of the accumulation value; or,
(4) Application of the accumulation value under an income plan.
As to amounts allocated to the general account divisions, we may, at
any time, defer payment of the cash surrender value for up to six
months after we receive a request for it. We will allow interest of
at least 4% a year on any cash surrender value payment derived from
the general account division that we defer 30 days or more.
AUTHORITY TO MAKE AGREEMENTS
All agreements made by us must be signed by our president or a vice
president and by our secretary or an assistant secretary. No other
person, including an insurance agent or broker, can:
(1) Change any of this certificate's terms;
(2) Extend the time for premium payments; or
(3) Make any agreement binding on us.
REQUIRED NOTE ON OUR COMPUTATIONS
We have filed a detailed statement of our computations with the
insurance supervisory official in the jurisdiction where this
certificate is delivered. The values are not less than those
required by the law of that state or jurisdiction. Any benefit
provided by an attached optional benefit rider will not increase
these values unless otherwise stated in that rider.
FACILITY OF PAYMENT
If no beneficiary is named, we reserve the right to pay an amount not
to exceed $2,000 to any person we determine to be entitled to such
amount by reason of incurred expenses incident to the last illness or
death of an annuitant.
INCONTESTABILITY
The benefits under the group contract will not be contested, except
for nonpayment of premiums, after it has been in effect during the
annuitant's lifetime for two years from the certificate date.
<PAGE>
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[Page Left Blank}
<PAGE>
<PAGE>
Deferred Variable Annuity Certificate - No Dividends
- --------------------------------------------------------------------
Variable cash surrender values while the annuitant and
certificateowner are living and prior to the annuity commencement
date. Death benefit subject to guaranteed minimum. Additional
premium payment option. Partial withdrawal option. Non-
participating. Investment results reflected in values.
EXHIBIT (5)
GOLDEN AMERICAN LIFE INSURANCE COMPANY DEFERRED VARIABLE
ANNUITY APPLICATION
Golden American Life Insurance Company is a
stock company domiciled in Wilmington, Delaware
- --------------------------------------------------------------------------
1. OWNER(S) (First, Middle, Last Name)
Street, City, State, Zip Code Date of Birth (Mo.DayYr.)
/ /
Phone Number(s): / / Male / / Female Social Security No./TIN
- --------------------------------------------------------------------------
2. ANNUITANT (IF OTHER THAN OWNER) (First, Middle, Last Name)
Street, City, State, Zip Code Date of Birth (Mo.DayYr.)
/ /
Phone Number(s): / / Male / / Female Social Security No./TIN
- --------------------------------------------------------------------------
3. CONTINGENT ANNUITANT (OPTIONAL) (First, Middle, Last Name)
Street, City, State, Zip Code Date of Birth (Mo.DayYr.)
/ /
Phone Number(s): / / Male / / Female Social Security No./TIN
- --------------------------------------------------------------------------
4. PRIMARY BENEFICIAR(IES) (If more than one-indicate %)
Relation to Annuitant:
- --------------------------------------------------------------------------
5. CONTINGENT BENEFICIAR(IES) (If more than one-indicate %)
Relation to Annuitant:
- --------------------------------------------------------------------------
6. PLAN (CHECK ONE) / / DVA / / Other _________________
- --------------------------------------------------------------------------
7. ANNUITY OPTION AND COMMENCEMENT DATE
Annuity Option (check one): / /Variable Annuity Certain
/ /Income for Life with 10 Years Certain / /Other________________
Annuity Commencement Date:_______________________
/ /Check here for maximum age (specified in the prospectus)
or fill in date; / / (month, day, year)
- --------------------------------------------------------------------------
8. (A)INITIAL PREMIUM AND ALLOCATION INFORMATION Initial
Premium Paid $_____________ Make check payable to Golden American
Life Insurance Company
Fill in percentages for initial allocation in INITIAL column below.
(B)OPTIONAL DOLLAR COST AVERAGING ("DCA"): / / Check box to elect.
(Minimum of $10,000 must be allocated to the division checked below)
Amount of Monthly Transfer $_________ (minimum $250)
Division Transferred From: / /Limited Maturity Bond Division or
/ /Liquid Asset Division
Divisions Transferred To: Fill in percentages of DCA column below.
- ---------------------------------------------------------------------------
ACCOUNT DIVISION INVESTMENT ADVISOR (A)INITIAL (B) DCA
- ---------------------------------------------------------------------------
MULTIPLE ALLOCATION ZWEIG ADVISORS INC. % %
FULLY MANAGED T. ROWE PRICE ASSOCIATES INC. % %
SMALL CAP FRED ALGER MANAGEMENT % %
OTC MASSACHUSETTS FINANCIAL SERVICES % %
ALL-GROWTH WARBURG, PINCUS COUNSELLORS, INC. % %
GROWTH & INCOME ROBERTSON, STEPHENS&CO.,INVMT.MGMT,L.P. % %
VALUE EQUITY EAGLE ASSET MANAGEMENT, INC. % %
CAPITAL APPRECIATION CHANELLOR TRUST CO. % %
RISING DIVIDENDS KAYNE ANDERSON INV. MGMT., L.P. % %
REAL ESTATE EII REALTY SECURITIES, INC. % %
NATURAL RESOURCES VAN ECK ASSOCIATES CORP. % %
MANAGED GLOBAL WARBURG, PINCUS COUNSELLORS, INC. % %
EMERGING MARKETS BANKERS TRUST COMPANY % %
LIMITED MATURITY BOND EQUITABLE INVMT. SERVICES, INC. %
LIQUID ASSET EQUITABLE INVMT. SERVICES, INC. %
TOTAL 100% 100%
GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER,
PO Box 8794, Wilmington, DE 19899-8794
GAL-DVA-5/95
<PAGE>
- --------------------------------------------------------------------------
9. OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS
FREQUENCY: / /Monthly or / /Quarterly START DATE: / (month, day).
WITHDRAWAL: / /__________% of Accumulation Value or / /$_________________
(The minimum withdrawal is $100, not to exceed 1.25% monthly /
3.75% quarterly of the Accumulation Value.)
WITHHOLDING ELECTION INFORMATION (must be completed if Systematic Partial
Withdrawals are chosen)
A. / /I do not want to have Federal income tax withheld.
B. / /I want to have Federal income tax withheld from each withdrawal
using the number of allowances and marital status indicated. (You may
also designate an additional amount in Section "C".)
Allowances ____________; / /Single / /Married / /Married, but withhold
at a higher single rate.
C. / /I want the following additional amount withheld from each
withdrawal $_________. (You must also complete "B" above.)
See page A1 of the prospectus for Withholding Election Instructions.
- --------------------------------------------------------------------------
10. TELEPHONE REALLOCATION AUTHORIZATION ________________ OWNER'S INITIALS
I authorize Golden American to act upon reallocation instructions
given by telephone from _______________ (name of your registered
representative) upon furnishing his/her social security number.
Neither Golden American nor any person authorized by Golden American
will be responsible for any claim, loss, liability or expense in
connection with reallocation instructions received by telephone from
such person if Golden American or such other person acted on such
telephone instructions in good faith in reliance upon this
authorization. Golden American will continue to act upon this
authorization until such time as the person indicated above is no longer
affiliated with the broker/dealer under which my contract was purchased
or until such time that I notify Golden American otherwise in writing.
- --------------------------------------------------------------------------
11. TAX-QUALIFIED PLANS If you are funding a qualified plan, please
specify what type:
/ / IRA / / IRA Rollover / / SEP/IRA / / Other __________
- --------------------------------------------------------------------------
12. REPLACEMENT Will the contract applied for replace any existing annuity
or life insurance on the annuitant's life? / /No / / Yes (If "yes", please
outline in the Remarks section.
- --------------------------------------------------------------------------
13. REMARKS
- --------------------------------------------------------------------------
14. READ THE FOLLOWING STATEMENTS CAREFULLY AND SIGN BELOW:
- BY SIGNING BELOW, I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS. I
UNDERSTAND THAT THIS CONTRACT'S CASH SURRENDER VALUE MAY INCREASE OR
DECREASE ON ANY DAY DEPENDING ON THE INVESTMENT RESULTS. NO MINIMUM
CASH SURRENDER VALUE IS GUARANTEED. THIS CONTRACT IS IN ACCORD WITH
MY ANTICIPATED FINANCIAL NEEDS.
- I AGREE THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL STATEMENTS
AND ANSWERS IN THIS APPLICATION ARE COMPLETE AND TRUE AND MAY BE RELIED
UPON IN DETERMINING WHETHER TO ISSUE THE CONTRACT. MY ANSWERS WILL FORM
A PART OF ANY CONTRACT TO BE ISSUED, AND ONLY THE OWNER AND GOLDEN
AMERICAN HAVE THE AUTHORITY TO MODIFY THIS APPLICATION.
- IF GOLDEN AMERICAN AMENDS THE APPLICATION AS INDICATED IN THE
AMENDMENTS SECTION BELOW, I WILL APPROVE OF THE CHANGE BY ACCEPTING
THE CONTRACT WHERE PERMITTED BY STATE REGULATION. I UNDERSTAND THAT
ANY CHANGE IN PLAN, ANNUITY OPTION, BENEFITS APPLIED FOR, OR AGE AT
ISSUE MUST AGREED TO IN WRITING.
______________________________________ _____________________________
Signature of Owner Signed at (City, State) Date
______________________________________ _____________________________
Signature of Joint Owner (if applicable) Signed at (City, State) Date
______________________________________ _____________________________
Signature of Annuitant (if other than Signed at (City, State) Date
Owner)
Client Account No. (if applicable)_____________________
- --------------------------------------------------------------------------
DO YOU HAVE REASON TO BELIEVE THAT THE CONTRACT APPLIED FOR WILL REPLACE
ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE LIFE OF THE ANNUITANT?
/ / YES / / NO
_____________________________________
(In Florida Only) Florida License ID#
__________________________ _________________________ ___________________
Agent Signature Print Name & No. of Agent Social Security No.
__________________________________
Broker/Dealer/Branch
- --------------------------------------------------------------------------
Amendments to the Application
- --------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER,
PO Box 8794, Wilmington, DE 19899-8794
GAL-DVA-5/95
EXHIBIT 6(i)
ARTICLES OF INCORPORATION
OF
ST. PAUL LIFE INSURANCE COMPANY
WE, the undersigned incorporators, all natural persons of full
age; for the purpose of forming a corporation, under and pursuant
to the general corporation laws of the State of Minnesota,
Chapter 300, Minnesota's Statutes Annotated, do hereby adopt the
following Articles of Incorporation.
ARTICLE I.
The name of this Company is St. Paul Life Insurance Company.
ARTICLE II.
The nature of the business and the objects and purposes to be
transferred, performed and carried on by the Company are those of
an insurance company. To this end it shall have the power:
(1) To engage in the general business of life insurance
company, and to effect all forms, types, variations and
combinations of life insurance, endowment or annuity
contracts or policies on a group of individuals fixed or
variable basis, for the payment of money in a single sum or
in installations upon the contingencies of death, disability
or survivorship. To provide in such policies or contracts
supplemental thereto, for additional benefits in the event
of the death of the insured by accident, total and permanent
disability of the insured, or specific dismemberment or
disablement suffered by the insured.
(2) To engage in the general business of an accident and
health insurance company for the purpose of effecting
insurance against loss or damage by the sickness, bodily
injury or death accident of the insured or dependents on a
group of individual basis; to effect all forms, types,
variations and combinations of policies or contracts of
insurance providing for indemnities in the event of death,
sickness or disability.
(3) To effect contracts of reinsurance or co-insurance of
any individual or group risk underwritten by this company,
<PAGE>
<PAGE>
to reinsure risks of this company or any part thereof with
any other company or to reinsure the whole of any portion of
the risks of any other company.
(4) To effect any kinds of classes of insurance business
which companies of its kind are now or any hereafter be
permitted by law to transact, whether or not such kinds or
classes of insurance are specifically enumerated elsewhere
in these Articles of Incorporation r existing amendments
thereto.
(5) To conduct business in any state or territory of the
United States in the Dominion of Canada and in any foreign
country.
(6) To acquire, hold and dispose of shares of stock,
notes, bonds or other evidences of indebtedness or
securities of any other corporation or corporations.
(7) To transact all business and to do all other things
necessary or incidental to the foregoing purpose.
(8) The powers herein conferred upon the company are in
furtherance and not in limitation to the powers conferred by
the statutes of the State of Minnesota as from time to time
in force and effect, and the Corporation shall have in
addition to such authorized statutory powers as are in these
Articles of Incorporation recited; all other powers and
privileges conferred by the statutes of the State of
Minnesota now existing or hereinafter enacted.
(9) The Company hall have the power and authority to
acquire, own, and hold stock in any other insurance company;
whether previously existing or in the process of being
organized, and whether or not engaged in the type of
insurance heretofore specified.
ARTICLE III.
The principal place of transacting the business of this Company
shall be 385 Washington Street, St. Paul, Minnesota 55102.
ARTICLE IV.
The duration of this Company shall be perpetual.
<PAGE>
<PAGE>
ARTICLE V.
The government of the Company and the management of its affairs
shall be vested in a Board of Directors of not less than three
(3) nor more than eighteen (18) members, all of whom shall be
shareholders and shall be elected annually by the shareholders at
each annual meeting. The annual meeting shall be held, unless
otherwise designated by the Board of Directors, on the Friday
preceding the first Tuesday of February of each year at such time
and place within or without the State of Minnesota as the Board
shall determine. The first Board of Directors of this Company
who shall hold office until their respective successors are
elected and qualified, shall consist of:
R. B. Richardson 600 Park Avenue
Helena, Montana 59601
R. E. Young 385 Washington Street
St. Paul, Minnesota 55102
Lee Wiegard 385 Washington Street
St. Paul, Minnesota 55102
W. G. Smith 385 Washington Street
St. Paul, Minnesota 55102
ARTICLE VI.
The authorized amount of capital stock of this Company shall be
One Million, Five Hundred Thousand Dollars ($1,500,000) divided
into One Hundred Fifty Thousand (150,000) shares of common stock
of the par value of Ten Dollars ($10.00) each. Each share of
stock shall entitle the holder to one vote, and shareholders
shall not be entitled to cumulate their votes for the election of
directors. The Board of Directors of the Company shall have the
power to cause to be issued from time to time any and all of the
authorized but unissued share of the stock of the Company at such
prices and for such consideration as they in their unrestricted
discretion deem wise and advisable. Shareholders shall not have
any preemptive right to subscribe for any shares of such unissued
stock.
ARTICLE VII.
The highest amount of indebtedness or liability to which the
Company shall at any time be subject, including bank loans and
similar borrowing but exclusive of liability under insurance
polices and other obligations routinely incurred in the ordinary
course of the Company's business shall be Two Million Two Hundred
Fifty Thousand Dollars ($2,250,000)
<PAGE>
<PAGE>
ARTICLE VIII.
The name sand post office address of the incorporators forming
this company are:
R. M. Hubbs 385 Washington Street
St. Paul, Minnesota 55102
C. B. Drake, Jr. 385 Washington Street
St. Paul, Minnesota 55102
R. E. Young 385 Washington Street
St. Paul, Minnesota 55102
IN WITNESS WHEREOF, the undersigned incorporators have hereunto
set their hands this 2nd day if January, 1973.
In the presence of:
/s/ R. M. Hubbs
- ------------------------ ------------------------
R. M. Hubbs, Incorporator
- ------------------------
/s/ C. B. Drake, Jr.
- ------------------------ ------------------------
C. B. Drake, Jr., Incorporator
- ------------------------
/s/ R. E. Young
- ------------------------ ------------------------
R. E. Young, Incorporator
- ------------------------
<PAGE>
<PAGE>
INDIVIDUAL ACKNOWLEDGMENT
STATE OF _________________________)
) SS
COUNTRY OF _______________________)
On this, the 2nd day of January, 1973 before me, the
undersigned officer, personally appeared R. M. Hubbs, C. B.
Drake, Jr., R. E. Young, known to me to be the persons whose
names are subscribed to the within instrument and acknowledge to
me that the same was executed for the purpose therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/
----------------------------
Notary Public
My Commission Expires ________
______________________________
The foregoing Articles of Incorporation of St. Paul Life
Insurance Company are hereby approved the 2ND day if January,
1973.
/s/
----------------------------
Commissioner of Insurance
State of Minnesota
- ---------------------------------------
STATE OF MINNESOTA-DEPARTMENT OF STATE
I hereby certify that the within
instrument was filed for record in this
office on the 2nd day of January, 1973
at 1:00 P.M. and was recorded in book
2:39 of incorporated on page 1.
Arlen I. Erdahl, Secretary of State.
- ---------------------------------------
<PAGE>
<PAGE>
ST. PAUL LIFE INSURANCE COMPANY/ 385 Washington Street, Box 40,
St. Paul, Minnesota 55102
August 22, 1973
St. Paul Life Fund, Inc.
P.O. Box 1386
Minneapolis, Minnesota 55440
Re: St. Paul Life Fund, Inc. - Name
Gentlemen:
This letter is to officially authorize the use of the name St.
Paul Life Fund, Inc. by your company in connection with the new
mutual fund being organized. Since St. Paul Life Fund, Inc. is
an organization within our corporate family, we have no objection
to the use of the name.
You may use a copy of this letter for filing with the Secretary
of State in the State of Minnesota when the Articles of
Incorporation are filed in that office.
If there is anything further you need in connection with this
matter, please so inform me.
Very truly your,
/s/ George M. Hof
-----------------
George M. Hof
General Counsel
[STAMP]
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
AUGUST 30, 1973
/S/ Arlen I. Erdahl
<PAGE>
<PAGE>
This agreement of Merger made and executed in duplicate this 6th
day of December, 1973, by and between ST., PAUL LIFE INSURANCE
COMPANY, Minnesota corporation, hereinafter referred to as "St.
Paul", and the directors thereof, parties of the first part, and
ST., PAUL LIFE AND CASUALTY COMPANY, a Minnesota corporation, and
wholly owned subsidiary of St. Paul, hereinafter referred to as
"Life and Casualty", and the directors thereof, parties of the
second part, said corporations being hereinafter sometimes
collectively called the "constituent corporations".
WHERE AS, after full consideration by their respective Boards of
Directors, both companies have concluded that a statutory merger
of the companies would be advisable and generally to the
advantage and welfare or said corporations and their respective
stockholders and policyholders.
NOW, THEREFORE, in consideration of the premises an mutual
agreement, covenants and undertakings herein contained by each
party to be faithfully kept and performed, it is hereby agreed by
and between the parties hereto, each acting pursuant to and under
authority of the laws of the State of Minnesota, as follows:
SECTION 1
Life and Casualty shall be merged with and into St. Paul as of
the close of business DECEMBER 10, 1973, and that thereupon the
corporate existence of Life and Casualty shall cease and the
corporate existence of St. Paul shall continue under the same of
St. Paul Life Insurance Company, a stock life insurance
corporation organized and existing under the laws of the State of
Minnesota (said surviving corporation being sometimes hereinafter
called the "Company").
SECTION 2
It is in the intent hereof that the identity, existence,
purposes, and powers of St. Paul shall continue unaffected and
unimpaired by the merger herein provided for and that the
Articles of Incorporation under which the business of the Company
is to be conducted and which shall be the Articles of
Incorporation of the Company shall be the Articles of
Incorporation of St. Paul, subject to amendment from time to time
in the manner now or hereafter prescribed by law.
SECTION 3
Upon this Agreement of Merger becoming effective, St. Paul as the
surviving corporation shall:
1. Possess all the rights, privileges, powers, franchises
and interests of Life and Casualty.
2. Possess all property and all rights to and interests in
all property, real, personal and all debts and
<PAGE>
<PAGE>
obligations due to the constituent corporations or
either of them including, without limiting the
foregoing general language, payments due under any
mortgages. interests under any and all reinsurance
agreements, premiums on existing policies and all
chooses in action belonging to either of them and all
of the foregoing shall be seemed to be sold, assigned,
transferred and set over to and invested in St. Paul as
the surviving corporation without further deed,
instrument or act of transfer.
3. Assume and be responsible for all the liabilities,
obligations and duties of the constituent corporations
including, without limiting the foregoing general
language, all liabilities and obligations which have
arisen under or by virtue of any and all policies of
insurance or other reinsurance, agreements including
those involving reinsurance, or endorsements issued or
entered into by Life and Casualty on or before the
effective date of this Merger Agreement. All rights of
creditors and all liens upon he property of either of
said constituent corporations shall be preserved
unimpaired, limited in lien to the property affected by
such lien at the time of the merger, and all debts,
liabilities an duties of the respective constituent
corporations shall thenceforth attach to said surviving
corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had
been incurred or contracted by it. The liability of
the constituent corporations or of the stockholders or
officers, thereof, or of persons doing or transacting
business with such corporation, shall not, in any way,
be lessened or impaired by this merger.
4. Be responsible for all the liabilities and obligations
of Life and Casualty; provided, however, the rights of
the creditors of the constituent corporations or any
persons dealing with such corporations shall not me
impaired by such merger and any claim existing or
action or proceeding pending by or against any of the
constituent corporations may be prosecuted to judgment
as of the merger had not taken place or the surviving
corporation may be proceeded against or substituted in
its place.
5. Assume all the rights and obligations of life and
Casualty under contracts, bonds, policies and other
undertakings executed by Life and Casualty before the
effective date of this Agreement of Merger whether such
contracts, bonds, policies and other undertakings are
effective before or after the effective date of this
Agreement of merger. More specifically, Life and
Casualty shall and does hereby cede to St. Paul, and
St. Paul shall and does hereby reinsure and assume, of
<PAGE>
<PAGE>
the outstanding insurance contracts together with all
contracts and agreements, arising under and out of all
such contracts issued or assumed by Life and Casualty
and in force according to their terms on the nooks and
records of Life and Casualty as of the effective date
and time of the merger or which may be reinstated
thereafter in accordance with their terms, subjects,
however, to the same rights and privileges which would
have been possessed by the constituent corporations if
such reinsurance had not been effective. In addition,
St. Paul assumes subject to Life and Casualty's
defenses thereon, and agrees to be bound by the
obligations of Life and Casualty, if any as of the sate
and time of the merger, arising out of insurance
transactions effected prior to that date.
6. Assume all of the tights and obligations of Life and
casualty under all written powers of attorney executed
in the name of and filed by Life and casualty with all
federal,state and other governmental authorities.
7. Assume all the rights and obligations of Life and
Casualty under all federal and state franchises,
permits and licenses granted to or acquire by Life and
Casualty.
8. Assume all the rights and obligations of Life and
Casualty with respect to deposits, rates or forms
deposited or filed by Life and Casualty with all
deferral and state regulatory authorities for any
purpose whatsoever.
SECTION 4
The By-Laws of St. Paul shall remain and by the By-Laws of the
Company until they shall be altered or amended in the manner
presently or hereafter provided.
SECTION 5
All persons who shall be officers of St. Paul upon the merger
becoming effect shall be and remain like officers of the Company
until the Board of Directors of the Company shall elect their
respective successors.
SECTION 6
St. Paul shall pay all expenses of carrying this Agreement into
effect and accomplishing the merger.
SECTION 7
All persons who shall be directors of St. Paul upon the merger
becoming effective shall be and remain like directors of the
Company until the stockholders of the Company shall elect their
respective successors.
<PAGE>
<PAGE>
1. From and after the effective date of this Agreement ____ of
stock of Life and Casualty shall be canceled upon presentation to
the Secretary of St. Paul. All shares of stock of Life and
Casualty, except directors qualifying shares, are held by St.
Paul; therefore an exchange of stock is to not deemed necessary
by the signatories to this Agreement for Merger.
2. If any stockholder of either constituent corporation is
dissatisfied with the terms of the merger and objects thereto in
writing, he shall have the rights to have the value of his stock
appraised and paid for, and to appeal; to the courts, as provided
for dissatisfied stockholders by Minnesota Statutes Section
60A.16(5).
3. Any stockholder of either constituent corporation who does
not vote against the merger shall be deemed to have assented to
the merger as specified in this Agreement. Moreover, any
stockholders of either constituent corporation who votes against
this merger or objects thereto in writing within twenty (20) days
after filing of this Agreement but who fails to demand or apply
for payment of his stock shall be deemed to have assented to said
merger.
SECTION 9
Following the effective date of the merger, the Certificate of
Authority of Life and Casualty shall be surrendered to the
Commissioner of Insurance of the State of Minnesota.
SECTION 10
Life and Casualty agrees from time to time and when requested by
the Company that it will execute and deliver or cause to be
executed and delivered all such deeds, agreements and other
instruments and will take or cause to be taken all such further
action as the Company may deem necessary or desirable in order to
vest in and confirm to the Company title to and possession of all
property, rights, privileges, powers, franchises, and immunities
of Life and casualty and otherwise to carry out the intended
purposes of this Agreement and to that and the proper officers
and directors of the constituent corporations are fully
authorized in the name of Life and Casualty or otherwise to take
all such action and sign all such documents as mat be deemed
necessary or advisable.
SECTION 11
The constituent corporations shall do all things reasonably
within their respective powers to cause all statutory and other
procedures to be completed in time for the merger to become
effective as of the close of business on December 10,1973. If,
notwithstanding, the procedures cannot be completed in time for
the merger to become effective on December 10, 1973, as
aforesaid, in such event the effective date and time of the
merger shall be as of the close of business on the day on which a
copy of this Agreement of merger, having been duly adopted,
certified and acknowledged as required by law, is duly approved
and filed with the Commissioner of insurance of the State of
Minnesota, as provided in Section 60A.16(3)92) of the Minnesota
Statutes.
<PAGE>
<PAGE>
____________________________________________________________ This
Agreement, have caused these presents to be executed by their
respective President and their corporate seals to be affixed and
attested by the Corporate Secretaries and members of the Board of
Directors of each of the constituent corporations have joined
herein as of the day and year first above written.
ST. PAUL LIFE INSURANCE COMPANY
(Corporate Seal) A Minnesota Corporation
Attest:
/s/ /s/ R. E. Young
- ------------------------- -------------------------
Secretary R. E. Young
President
/s/ W. G. Smith /s/ R. E. Young
- ------------------------- ----------------------------
W. G. Smith R. E. Young
/s/ Lee Wiegard
- --------------------------
Lee Wiegard
BOARD OF DIRECTORS
None ST. PAUL LIFE AND CASUALTY COMPANY
(Corporate Seal) A Minnesota Corporation
/s/ /s/ R. E. Young
- ------------------------- --------------------------
Secretary R. E. Young
President
/s/ R. M. Collins, Jr. /s/ R. E. Young
- ------------------------- ----------------------------
R. M. Collins, Jr. R. E. Young
/s/ C. B. Drake, Jr.
- --------------------------
C. B. Drake, Jr.
BOARD OF DIRECTORS
<PAGE>
<PAGE>
T-41,712
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
This is to certify that on the 10th day of December, 1973, before
me, personally came R. E. Young, President of St. Paul Life
Insurance Company, a Minnesota corporation with whom I am
personally acquainted, who being by me duly sworn says that he is
President and R. A. Dreis is the Secretary of St. Paul Life
Insurance Company, a Minnesota corporation, one of the
corporations described in and a party to the foregoing Merger
Agreement; that he knows the common seal of said corporation;
that the said seal affixed to said Agreement is the common seal
of said corporation, and the name of the corporation was
subscribed thereto by said President and said Secretary and the
common seal was affixed thereto all by the order of the Board of
Directors of said corporation and that the said Agreement is the
act and deed of said corporation.
WITNESS, my hand and official seal this 10th day of December,
1973.
/s/ Sally LaMirande
-------------------
Notary Public
SALLY LAMIRANDE, Notary
Public, Ramsey County, Minn.
My Commission Expires
Sept. 23, 1975.
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
The undersigned Secretary of St. Paul Life Insurance Company, a
Minnesota corporation, one of the corporations described herein
and a party to the foregoing Merger Agreement, hereby certified
that a majority of the directors of said corporation signed the
foregoing Merger Agreement before him and his presence.
IN WITNESS WHEREOF, the undersigned set his hand and affixed the
corporate seal of said corporation this 6th day of December,
1973.
(Corporate Seal) /s/ R. A. Dreis
----------------------
R. A. Dreis, Secretary
<PAGE>
<PAGE>
T-41,713
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
This is to certify that on the 10th day of December, 1973, before
me, personally came R. E. Young, President of St. Paul Life and
Casualty Company, a Minnesota corporation with whom I am
personally acquainted, who being by me duly sworn says that he is
President and R. A. Dreis is the Secretary of St. Paul Life and
Casualty Company, a Minnesota corporation, one of the
corporations described in and a party to the foregoing Merger
Agreement; that he knows the common seal of said corporation;
that the said seal affixed to said Agreement is the common seal
of said corporation, and the name of the corporation was
subscribed thereto by said President and said Secretary and the
common seal was affixed thereto all by the order of the Board of
Directors of said corporation and that the said Agreement is the
act and deed of said corporation.
WITNESS, my hand and official seal this 10th day of December,
1973.
/s/ Sally LaMirande
-------------------
Notary Public
SALLY LAMIRANDE, Notary
Public, Ramsey County, Minn.
My Commission Expires
Sept. 23, 1975.
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
The undersigned Secretary of St. Paul Life and Casualty Company,
a Minnesota corporation, one of the corporations described herein
and a party to the foregoing Merger Agreement, hereby certified
that a majority of the directors of said corporation signed the
foregoing Merger Agreement before him and his presence.
IN WITNESS WHEREOF, the undersigned set his hand and affixed the
corporate seal of said corporation this 6th day of December,
1973.
(Corporate Seal) /s/ R. A. Dreis
----------------------
R. A. Dreis, Secretary
<PAGE>
<PAGE>
T-41, 714
CERTIFICATE OF ADOPTION OF MERGER AGREEMENT
I, R. A. Dreis, Secretary of St. Paul Life Insurance Company, a
Minnesota corporation, do hereby certify:
1. That said Merger Agreement was submitted to the
directors of St. Paul Life Insurance Company, a
Minnesota corporation, at a meeting thereof duly called
and held on the 6TH day of DECEMBER, 1973 in St. Paul,
Minnesota.
2. That at said meeting of directors on the 6TH day of
DECEMBER, 1973, said Merger Agreement was adopted and
approved by unanimous vote of those directors present
and voting.
IN WITNESS WHEREOF, I have hereunto signed my name as the
Secretary of St. Paul Life Insurance Company on the 6TH day of
DECEMBER, 1973.
(Corporate Seal) /s/ R. A. Dreis
----------------------
R. A. Dreis, Secretary
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis,
personally came before me this day and acknowledged that he is
the Secretary of the St. Paul Life Insurance Company, a Minnesota
corporation, and that by due authority given and as the act of
the corporation, the foregoing Certificate of Adoption of Merger
Agreement was signed in its name by said Secretary and sealed
with its corporation seal.
WITNESS, my hand and official seal this 10TH day of DECEMBER,
1973.
/s/ Sally LaMirande
-------------------
Notary Public
SALLY LAMIRANDE, Notary
Public, Ramsey County, Minn.
My Commission Expires
Sept. 23, 1975.
<PAGE>
<PAGE>
T-41, 716
CERTIFICATE OF ADOPTION OF MERGER AGREEMENT
I, R. A. Dreis, Secretary of St. Paul Life and Casualty Company,
a Minnesota corporation, do hereby certify:
1. That said Merger Agreement was submitted to the
directors of St. Paul Life and Casualty Company, a
Minnesota corporation, at a meeting thereof duly called
and held on the 6TH day of DECEMBER, 1973 in St. Paul,
Minnesota.
2. That at said meeting of directors on the 6TH day of
DECEMBER, 1973, said Merger Agreement was adopted and
approved by unanimous vote of those directors present
and voting.
IN WITNESS WHEREOF, I have hereunto signed my name as the
Secretary of St. Paul Life and Casualty Company on the 6TH day
of DECEMBER, 1973.
(Corporate Seal) /s/ R. A. Dreis
----------------------
R. A. Dreis, Secretary
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis,
personally came before me this day and acknowledged that he is
the Secretary of the St. Paul Life and Casualty Company, a
Minnesota corporation, and that by due authority given and as the
act of the corporation, the foregoing Certificate of Adoption of
Merger Agreement was signed in its name by said Secretary and
sealed with its corporation seal.
WITNESS, my hand and official seal this 10TH day of DECEMBER,
1973.
/s/ Sally LaMirande
-------------------
Notary Public
SALLY LAMIRANDE, Notary
Public, Ramsey County, Minn.
My Commission Expires
Sept. 23, 1975.
<PAGE>
<PAGE>
T-41, 715
CERTIFICATE OF ADOPTION OF MERGER AGREEMENT
I, R. A. Dreis, Secretary of St. Paul Life and Casualty Company,
a Minnesota corporation, do hereby certify:
1. That said Merger Agreement was submitted to the
directors of St. Paul Life and Casualty Company, a
Minnesota corporation, at a meeting thereof duly called
and held on the 6TH day of DECEMBER, 1973 in St. Paul,
Minnesota.
2. That at said meeting of directors on the 6TH day of
DECEMBER, 1973, said Merger Agreement was adopted and
approved by unanimous vote of those directors present
and voting.
IN WITNESS WHEREOF, I have hereunto signed my name as the
Secretary of St. Paul Life and Casualty Company on the 6TH day
of DECEMBER, 1973.
(Corporate Seal) /s/ R. A. Dreis
----------------------
R. A. Dreis, Secretary
STATE OF MINNESOTA )
:SS
COUNTY OF RAMSEY )
I, SALLY LAMIRANDE, Notary Public, certify that R. A. Dreis,
personally came before me this day and acknowledged that he is
the Secretary of the St. Paul Life and Casualty Company, a
Minnesota corporation, and that by due authority given and as the
act of the corporation, the foregoing Certificate of Adoption of
Merger Agreement was signed in its name by said Secretary and
sealed with its corporation seal.
WITNESS, my hand and official seal this 10TH day of DECEMBER,
1973.
/s/ Sally LaMirande
-------------------
Notary Public
SALLY LAMIRANDE, Notary
Public, Ramsey County, Minn.
My Commission Expires
Sept. 23, 1975.
<PAGE>
<PAGE>
T-41,717
CERTIFICATE OF COMMISSIONER OF INSURANCE
STATE OF MINNESOTA
This is to certify that I have examined the foregoing Merger
Agreement and find the same to comply with all the laws of
Minnesota, and I do hereby fully approve the same for filing with
the Secretary of State.
WITNESS my hand and official seal the 10 day of DECEMBER, 1973.
(Official Seal)
/s/ Berton W. Heaton
---------------------------------
Commission of Insurance
Filed ---------------------------
---------------------------------
Secretary of State
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the
within Instrument was filed
for record in the office on
the 12 day of December A. D.
1973, at 8 o'clock a.m. and
was duly recorded in book T-41
of Incorporation on page 707
/s/ Arlen I Erdahl
------------------
Secretary of State
-----------------------------
<PAGE>
<PAGE>
9-AA
H-52,531
AMENDMENT TO ARTICLES OF INCORPORATION
ST. PAUL LIE INSURANCE COMPANY
The undersigned, the duly elected President and Secretary of
St. Paul Life Insurance Company, hereby certify that the Articles
of Incorporation for said corporation were amended at a
Stockholder's Meeting held December 21, 1984, as follows:
RESOLVED, That Article III of the Articles of Incorporation
of the St. Paul Life Insurance Company, and the same is
hereby, amended effective as of the date of approval of the
Insurance Commissioner of Minnesota and the filing with the
Secretary of State of Minnesota to read as follows:
Article III. The principal of transacting the business
of this Company shall be in Woodbury, a suburb of Saint
Paul, County of Washington, State of Minnesota.
IN WITNESS WHEREOF, the undersigned have signed and acknowledged
this Amendment to Articles of Incorporation this 6th day of
February, 1980
(Corporate Seal) /S/ R. L. Gunderson
--------------------------
R. L. Gunderson, President
/S/ George M. Hof
--------------------------
George M. Hof, Secretary
STATE O MINNESOTA
COUNTY OF WASHINGTON
The foregoing instrument was acknowledged before me this 5th day
of February, 1980, by R. L. Gunderson and George M. Hof the
President and Secretary of St. Paul Life Insurance Company, a
Minnesota corporation, on behalf of the corporation.
(Notary Public Stamp) /s/ Joanne F. Humpal
--------------------
Notary Public
Ramsey County
The foregoing Amendment to Articles of Incorporation for St. Paul
Life Insurance Company is hereby approved this 13th day of
February, 1980.
/s/ Michael D. ________
--------------------
Commissioner of Insurance
State of Minnesota
<PAGE>
<PAGE>
H-52,532
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the
within Instrument was filed
for record in the office on
the 19 day of February A. D.
1980, at 4:30 o'clock p.m. and
was duly recorded in book H-52
of Incorporation on page 531
/s/ Joan Anderson Grace
----------------------
Secretary of State
-----------------------------
<PAGE>
<PAGE>
9-AA
S-63,221
AMENDMENT TO ARTICLES OF INCORPORATION
ST. PAUL LIE INSURANCE COMPANY
The undersigned, the duly elected President and Secretary of
St. Paul Life Insurance Company, hereby certify that the Articles
of Incorporation for said corporation were amended at a
Stockholder's Meeting held December 21, 1984, as follows:
RESOLVED FURTHER, That Article VIII of the Articles of
Incorporation be amended as follows:
The highest amount of indebtedness and liability to
which the corporation shall at any time be subject,
exclusive of policy liabilities an other reserves,
shall be One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, the undersigned have signed and acknowledged
this Amendment to Articles of Incorporation this 2nd day of
January, 1985
(Corporate Seal) /S/ R. L. Gunderson
--------------------------
R. L. Gunderson, President
/S/ David C. Storlie
--------------------------
David C. Storlie, Secretary
STATE O MINNESOTA
COUNTY OF WASHINGTON
The foregoing instrument was acknowledged before me this 2nd day
of January, 1985, by R. L. Gunderson and David C. Storlie the
President and Secretary of St. Paul Life Insurance Company, a
Minnesota corporation, on behalf of the corporation.
(Notary Public Stamp) /s/ Joanne F. Humpal
--------------------
Notary Public
Ramsey County
<PAGE>
<PAGE>
S-63,222
The foregoing Amendment to Articles of Incorporation for St. Paul
Life Insurance Company is hereby approved this 14 day of January,
1985.
/s/ Michael D. Hatch
--------------------
Commissioner of Commerce
State of Minnesota
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the
within Instrument was filed
for record in the office on
the 31 day of January A. D.
1985, at 4:30 o'clock p.m. and
was duly recorded in book S-63
of Incorporation on page 221
/s/ Joan Anderson Grace
----------------------
Secretary of State
-----------------------------
<PAGE>
<PAGE>
9-AA
D-64,355
AMENDMENT TO ARTICLES OF INCORPORATION
ST. PAUL LIE INSURANCE COMPANY
The undersigned, the duly elected President and Secretary of
St. Paul Life Insurance Company, hereby certify that the Articles
of Incorporation for said corporation were amended at a
Stockholder's Meeting held December 21, 1984, as follows:
RESOLVED FURTHER, That Article VII of the Articles of
Incorporation be amended as follows:
The highest amount of indebtedness and liability to
which the corporation shall at any time be subject,
exclusive of policy liabilities an other reserves,
shall be One Hundred Million Dollars ($100,000,000).
IN WITNESS WHEREOF, the undersigned have signed and acknowledged
this Amendment to Articles of Incorporation this 2nd day of
January, 1985
(Corporate Seal) R. L. Gunderson
--------------------------
R. L. Gunderson, President
/S/ David C. Storlie
--------------------------
David C. Storlie, Secretary
STATE O MINNESOTA
COUNTY OF WASHINGTON
The foregoing instrument was acknowledged before me this 6TH day
of March, 1985, by R. L. Gunderson and David C. Storlie the
President and Secretary of St. Paul Life Insurance Company, a
Minnesota corporation, on behalf of the corporation.
(Notary Public Stamp) /s/ Joanne F. Humpal
--------------------
Notary Public
Ramsey County
This Amendment to Articles of Incorporation is hereby approved
this 13 day of March, 1985.
/s/ Michael D. Hatch
--------------------
Commissioner of Commerce
State of Minnesota
<PAGE>
<PAGE>
D-64,356
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the
within Instrument was filed
for record in the office on
the 8th day of April A. D.
1985, at 4:30 o'clock p.m. and
was duly recorded in book D-64
of Incorporation on page 355
/s/ Joan Anderson Grace
----------------------
Secretary of State
-----------------------------
<PAGE>
<PAGE>
4009
ARTICLES OF INCORPORATION
OF
GOLDEN AMERICAN INSURANCE COMPANY
ARTICLE I
The name of this Company is Golden American Life Insurance
Company.
ARTICLE II.
The name of the business and the objects and purposes to be
transacted, provided, and carried on by the Company are those of
an insurance company. To this end it shall have the powers:
(1) To engage in the general business of life insurance
company, and to effect all forms, types, variations and
combinations of life insurance, endowment or annuity
contracts or policies on a group of individuals fixed or
variable basis, for the payment of money in a single sum or
in installations upon the contingencies of death, disability
or survivorship. To provide in such policies or contracts
supplemental thereto, for additional benefits in the event
of the death of the insured by accident, total and permanent
disability of the insured, or specific dismemberment or
disablement suffered by the insured.
(2) To engage in the general business of an accident and
health insurance company for the purpose of effecting
insurance against loss or damage by the sickness, bodily
injury or death accident of the insured or dependents on a
group of individual basis; to effect all forms, types,
variations and combinations of policies or contracts of
insurance providing for indemnities in the event of death,
sickness or disability.
(3) To effect contracts of reinsurance or co-insurance of
any individual or group risk underwritten by this company,
to reinsure risks of this company or any part thereof with
any other company or to reinsure the whole of any portion of
the risks of any other company.
(4) To effect any kinds of classes of insurance business
which companies of its kind are now or any hereafter be
permitted by law to transact, whether or not such kinds or
classes of insurance are specifically enumerated elsewhere
in these Articles of Incorporation r existing amendments
thereto.
(5) To conduct business in any state or territory of the
United States in the Dominion of Canada and in any foreign
country.
(6) To acquire, hold and dispose of shares of stock,
notes, bonds or other evidences of indebtedness or
securities of any other corporation or corporations.
<PAGE>
<PAGE>
4010
(7) To transact all business and to do all other things
necessary or incidental to the foregoing purpose.
(8) The powers herein conferred upon the company are in
furtherance and not in limitation to the powers conferred by
the statutes of the State of Minnesota as from time to time
in force and effect, and the Corporation shall have in
addition to such authorized statutory powers as are in these
Articles of Incorporation recited; all other powers and
privileges conferred by the statutes of the State of
Minnesota now existing or hereinafter enacted.
(9) The Company hall have the power and authority to
acquire, own, and hold stock in any other insurance company;
whether previously existing or in the process of being
organized, and whether or not engaged in the type of
insurance heretofore specified.
ARTICLE III.
*The principal place of transacting the business of this Company
shall in Woodbury, a suburb of Saint Paul, County of Washington,
State of Minnesota.
ARTICLE IV.
The duration of this Company shall be perpetual.
ARTICLE V.
The government of the Company and the management of its affairs
shall be vested in a Board of Directors of not less than three
(3) nor more than eighteen (18) members, all of whom shall be
shareholders and shall be elected annually by the shareholders at
each annual meeting. The annual meeting shall be held, unless
otherwise designated by the Board of Directors, on the Friday
preceding the first Tuesday of February of each year at such time
and place within or without the State of Minnesota as the Board
shall determine. The first Board of Directors of this Company
who shall hold office until their respective successors are
elected and qualified, shall consist of:
R. B. Richardson 600 Park Avenue
Helena, Montana 59601
R. E. Young 385 Washington Street
St. Paul, Minnesota 55102
Lee Wiegard 385 Washington Street
St. Paul, Minnesota 55102
W. G. Smith 385 Washington Street
St. Paul, Minnesota 55102
*Amended 2-1-80
<PAGE>
<PAGE>
4011
ARTICLE VI.
The authorized amount of capital stock of this Company shall be
One Million, Five Hundred Thousand Dollars ($1,500,000) divided
into One Hundred Fifty Thousand (150,000) shares of common stock
of the par value of Ten Dollars ($10.00) each.
Each share of stock shall entitle the holder to one vote, and
shareholders shall not be entitled to cumulate their votes for
the election of directors. The Board of Directors of the Company
shall have the power to cause to be issued from time to time any
and all of the authorized but unissued share of the stock of the
Company at such prices and for such consideration as they in
their unrestricted discretion deem wise and advisable.
Shareholders shall not have any preemptive right to subscribe for
any shares of such unissued stock.
ARTICLE VII.
*The highest amount of indebtedness or liability to which the
corporation shall at any time be subject, exclusive of policy
liability and other reserves shall be One Hundred Million Dollars
($100,000,000)
ARTICLE VIII.
The name sand post office address of the incorporators forming
this company are:
R. M. Hubbs 385 Washington Street
St. Paul, Minnesota 55102
C. B. Drake, Jr. 385 Washington Street
St. Paul, Minnesota 55102
R. E. Young 385 Washington Street
St. Paul, Minnesota 55102
The foregoing Articles of Incorporation are hereby approved this
18th day of December, 1987, to be effective January 1, 1988.
/s/ James G. Miller
- -------------------------------
James G. Miller
Deputy Commissioner of Commerce
*Amended 12-21-84
<PAGE>
<PAGE>
4012
I, David C. Storlie, Secretary of the St. Paul Life Insurance
Company of St. Paul, Minnesota, do hereby certify that the
foregoing Articles of Incorporation are a true and correct of the
Articles of Incorporation as of December 18, 1987.
ST. PAUL LIFE INSURANCE COMPANY
/s/ David C. Storlie
--------------------
Dated: December 18, 1987
St. Paul, Minnesota
Subscribed and sworn to before me this
18th day of December, 1987.
/s/ Joanne F. Humpal
- --------------------
Notary Public
(Stamp)
- ----------------------------------
JOANNE F. HUMPAL
Notary Public, Ramsey County, Minn.
My Commission Expires
December 30, 1989
- ----------------------------------
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
DECEMBER 18, 1987
/s/ Joan Anderson Grace
----------------------
Secretary of State
-----------------------------
<PAGE>
<PAGE>
3538
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
WE, THE UNDERSIGNED, officers of Golden American Life Insurance
Company, a corporation subject to the provisions of Chapter 300,
Minnesota Statutes, do hereby certify that resolutions as
hereinafter set forth were adopted as of the 7th day of March,
1988, by written authorization of the sole shareholder:
RESOLVED, that the sole shareholder of this corporation
hereby amends the corporation's Articles of
Incorporation to include a new Article, Article VIII,
to read as follows:
A director of the corporation shall not be personally
liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a
director, except for (i) liability based on a breach of
the duty of loyalty to the corporation or the
shareholders; (ii) liability or acts of omissions not
in good faith or that involve intentional misconduct or
a knowing violation of law; (iii) liability for acts
prohibited under Minnesota Statutes, Section 300.60;
(iv) liability under Minnesota Statutes, Section
300.64, Subdivisions 1, 2, and 3; (v) liability for any
transaction from which the director derived an improper
personal benefit; or (vi) liability for any act or
omission occurring prior to the date this Article
becomes effective. If Chapter 300 of the Minnesota
Statues hereafter is amended to authorize the further
elimination or limitation of the liability of
directors, then the liability of a director of the
corporation in addition to the limitation on personal
liability provided herein, shall be limited to the
fullest extent permitted by the amended Chapter 300 of
the Minnesota Statutes. Any repeal of amendment of
this Article by the shareholders of the corporation
shall be prospective only, shall not adversely affect
any elimination of or limitation on the personal
liability of a director of the corporation existing at
the time of such repeal or amendment and shall e made
only upon the affirmative vote of the same percentage
of votes represented by shares of the common stock of
the corporation present, in person or by proxy, at a
meeting of shareholders duly called for such purpose,
as were
<PAGE>
<PAGE>
3537
originally obtained to adopt this Article. If after
the adoption of this Article, Chapter 300 of the
Minnesota Statutes is amended to adversely affect any
elimination of or limitation on the personal liability
of a director of the corporation, any such amendment
shall be prospective only and shall not adversely
affect any elimination of or limitation on the personal
liability of a director of the corporation existing at
the time of such amendment.
RESOLVED, FURTHER, the President and Secretary be, and
they hereby are, authorized, empowered and directed to
make, execute and acknowledge such documents as may be
required by Minnesota Statutes, Chapter 300, to reflect
this amendment in the articles of Incorporation and to
cause such document or documents to be filed for record
in the manner required by law.
/s/ Fred Davidson
--------------------
Fred Davidson
President
/s/ Helene K. Netter
--------------------
Helene K. Netter
Assistant Secretary
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before as this __ day
of March, 1988, by Fred Davidson and Helene K. Netter, the
President and Assistant Secretary, respectively, of Golden
American Life Insurance Company, a Minnesota corporation, on
behalf of the corporation.
/s/ Rhonda Silverman
--------------------
Notary Public
(Stamp) (Stamp)
STATE OF MINNESOTA Rhonda Silverman
DEPARTMENT OF STATE Notary Public, State of N. Y.
FILED No. 473115
MARCH 18, 1988
JOAN ANDERSON GRACE
SECRETARY OF STATE
<PAGE>
<PAGE>
-----------------------------
STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that
this is a true and complete
copy of the document as filed
for record in this office
DATED: June 9, 1988
/s/ Joan Anderson Grace
----------------------
Secretary of State
-----------------------------
By /s/ Teresa Nutt
-----------------------
-----------------------------
EXHIBIT (6)(a)(ii)
STATE OF DELAWARE
[GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.]
DEPARTMENT OF INSURANCE
DOVER, DELAWARE
-------[GRAPHIC OF DIAMOND SYMBOL]-------
I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT the attached Certificate of Restated Certificate of
Incorporation of the GOLDEN AMERICAN LIFE INSURANCE COMPANY, as filed with the
Delaware Secretary of State on December 21, 1993, is a true and correct copy
of the document on file with this Department.
IN WITNESS WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL
SEAL OF THIS DEPARTMENT AT THE CITY OF
DOVER, THIS 7TH DAY OF JANUARY, 1994,
/S/ DONNA LEE H. WILLIAMS
--------------------------------------
Insurance Commissioner
--------------------------------------
Deputy Insurance Commissioner
<PAGE>
<PAGE>
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
RESTATED CERTIFICATE OF INCORPORATION OF "GOLDEN AMERICAN LIFE INSURANCE
COMPANY" FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 1993,
AT 11:32 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1993 FOR
RECORDING.
----------
[GRAPHIC OF SECRETARY OF STATE SEAL] /S/ WILLIAM T. QUILLEN
----------------------
WILLIAM T. QUILLEN, SECRETARY OF STATE
AUTHENTICATION: *4215285
933625028 DATE: 12/28/1993
<PAGE>
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------
Adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware
--------------------------------------
The undersigned, Terry L. Kendall, President of Golden American Life
Insurance Company, a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is Golden American Life Insurance
Company. The Corporation was originally incorporated in the State of
Minnesota under the name St. Paul Life Insurance Company as a domestic
insurance corporation. The Corporation's original; articles of incorporation
were filed with the Department of State of the State of Minnesota on January
2, 1973 (the "Original Certificate"). A number of amendments have thereafter
been made to the Original Certificate by means of various certificates of
amendment and restatement, all of which were also filed in Minnesota.
2. the Corporation has been redomesticated from the State of Minnesota
to the State of Delaware, effective as of the date of the filing of this
certificate, pursuant to Section 4946 of the Delaware Insurance Code (18 DEL.
C.S 4946) and all other applicable provisions o f Delaware and Minnesota law.
A Certificate of Incorporation incorporating all of the provisions of the
Original Certificate, as amended, has today been filed as the Delaware
Certificate of Incorporation of the Corporation to implement the Corporation's
redomestication to Delaware. The Corporation is now filing this Restated
Certificate of Incorporation to amend and restate such Delaware Certificate of
Incorporation and to eliminate unnecessary provisions included therein.
3. The Certificate of Incorporation of the Corporation is hereby amended
and restated in its entirety as follows:
ARTICLE I
The name of the Corporation is Golden American Life Insurance Company.
ARTICLE II
The registered office of the Corporation in the State of Delaware is
located at 1001 Jefferson Street, Suite 550, Wilmington, New Castle County,
Delaware 19801. The Corporation is its own registered agent at that address.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 250,000. All such shares are to be common stock, par
value of Ten Dollars ($10) per share, and are to be of one class.
<PAGE>
<PAGE>
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
The number of directors constituting the Board of Directors of the
Corporation shall be such as from time to time shall be fixed by, or in the
manner provided in, the By-laws of the Corporation.
ARTICLE VII
Unless and except to the extent that the By-laws of the Corporation shall
so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized and
empowered to make, alter and repeal the By-laws of the Corporation, subject to
the power of the stockholders of the Corporation to alter or repeal any by-law
made by the Board of Directors.
ARTICLE IX
A director of this Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal
or modification.
ARTICLE X
The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in
this article.
4. That such Restated Certificate of Incorporation has been duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the unanimous written consent of
all of the stockholders entitled to vote in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.
-2-
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation as of this 21ST day of December, 1993.
By: /s/ Terry L. Kendall
--------------------
Terry L. Kendall
President
Attest:
/s/ Bernard R. Beckerlegge
- --------------------------
Bernard R. Beckerlegge
Secretary
-3-
EXHIBIT 6(a)(iii)
CERTIFICATE OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
We, the undersigned officer of Golden American Life
Insurance Company, a corporation subject to the provisions of
Chapter 300 of the Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted as of the 16th
day of April, 1991, written authorization of the sole
stockholder:
VOTED: That the Restated Certificate of Incorporation of
the Corporation be amended to read as follows:
"FIRST": The name of the Corporation is MB Variable Life
Insurance Company".
VOTED: That all other paragraphs of the Restated
Certificate of Incorporation shall remain unchanged.
VOTED: That the directors and officers of the Corporation
be, and they hereby are, authorized to do and cause to be done
all things in their judgment necessary or advisable to effect the
amendment of the Restated Certificate of Incorporation of the
Corporation.
The undersigned, Fred H. Davidson and Bernard R.
Beckerlegge, the President and Secretary, respectively, of Golden
American Life Insurance Company, do hereby certify that the
foregoing Certificate of Amendment of the Restated Articles of
Incorporation of Golden American Life Insurance Company is a true
and correct copy of such Certificate and contains therein a true
and correct copy of the Resolution of The Mutual Benefit Life
Insurance Company, the sole stockholder of Golden American Life
Insurance Company as of this 17th day of April, 1991.
/s/ Fred H. Davidson
-----------------------------
Fred H. Davidson, President
/s/ Bernard R. Beckerlegge
-----------------------------
Bernard R. Beckerlegge, Secretary
GOLDEN AMERICAN LIFE INSURANCE COMPANY
EXHIBIT (6)(a)(iv)
STATE OF DELAWARE
[GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON
OUTSIDE.]
DEPARTMENT OF INSURANCE
DOVER, DELAWARE
-------[GRAPHIC OF DIAMOND SYMBOL]-------
I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT the attached Certificate of
Amendment of Restated Certificate of Incorporation of the
GOLDEN AMERICAN LIFE INSURANCE COMPANY,
as filed with the Delaware Secretary of State on February 22,
1995, is a true and correct copy of the document on file with
this Department.
IN WITNESS WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL
SEAL OF THIS DEPARTMENT AT THE CITY OF
DOVER, THIS 1ST DAY OF MARCH, 1995,
/S/ DONNA LEE H. WILLIAMS
--------------------------------------
Insurance Commissioner
--------------------------------------
Deputy Insurance Commissioner
<PAGE>
<PAGE>
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "GOLDEN AMERICAN LIFE
INSURANCE COMPANY", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY
OF FEBRUARY, A.D. 1995, AT 10:00 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[GRAPHIC OF SECRETARY OF STATE SEAL] /S/ EDWARD J. FREEL
--------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION: 7417173
2365510 8100 DATE:
<PAGE>
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 am 02/22/1995
950040023-2365510
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company, a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: that the Board of Directors of the Corporation, by
the unanimous written consent of its members filed with the
minutes of the Board, adopted a resolution declaring advisable
the following amendment to the Restated Certificate of
Incorporation of the Corporation:
RESOLVED, that Article IV of the Restated Certificate of
Incorporation of the Corporation be amended to read in full as
follows:
The total number of shares of stock which the
corporation shall have authority to issue is 300,000,
consisting of 50,000 shares of preferred stock, par
value $5,000 per share, and 250,000 shares of common
stock, par value $10.00 per share.
PART I
SERIES OF REDEEMABLE PREFERRED STOCK
Section 1. DESIGNATION AND NUMBER OF SHARES.
This series of Preferred Stock shall be designated
the "Series A Redeemable Preferred Stock" (the "Series
A Preferred Stock"). The number of authorized shares
of Series A Preferred Stock shall be ten thousand
(10,000).
Section 2. RANK.
The Series A Preferred Stock shall, as to the
distribution of assets upon the liquidation,
<PAGE>
<PAGE>
dissolution or winding up of the Corporation, rank (i)
prior to the common stock of the Corporation, par value
$10.00 per share of (the "Common Stock"), and any other
capital stock of the Corporation (other than any other
class or series of a class of capital stock of the
Corporation the terms of which expressly provide that
the shares thereof rank senior or on a parity as to the
payment of dividends and the distribution of assets
upon the liquidation, dissolution or winding up of the
Corporation with the shares of the Series A Preferred
Stock) (such securities, other than those described in
the immediately preceding parenthetical clause,
collectively referred to herein as the "Junior
Securities") and (ii) on a parity with any other class
or series of a class of capital stock of the
Corporation the terms of which expressly provide that
the shares thereof rank on a parity as to the payment
of dividends and the distribution of assets upon the
liquidation, dissolution or winding up of the
Corporation with the shares of the Series A Preferred
Stock (the "Parity Securities").
Section 3. DIVIDENDS.
(a) The holders of the Series A Preferred Stock shall
be entitled to receive, when as and if declared by the
Board of Directors of the Corporation (the "Board"),
out of funds legally available therefor, cash dividends
in an amount equal to the Applicable Dividend Rate (as
defined in Section 3(b) below) multiplied by the
Redemption Price (as defined in Section 4(a) below).
Such dividends shall be payable quarterly on the last
Business Day (as defined in Section 3(b) below) of
March, June, September, and December of each year (each
such date being referred to herein as a "Quarterly
Dividend Payment Date") commencing March 31, 1995.
Each such dividend shall be payable to holders of
record of shares of Series A Preferred Stock, as they
appear on the stock record books of the Corporation at
the close of business on the record date for such
dividend, which record date shall be fixed by the Board
and shall be not more than 60 days nor less than 10
days prior to the Quarterly Dividend Payment Date for
such dividend. Such dividends shall begin to accrue
and be cumulative from the date on which the first
shares of Series A Preferred Stock are issued, whether
or not there shall be funds legally available for the
payment thereof and whether or not the Board shall have
declared such dividends.
-2-
<PAGE>
<PAGE>
(b) For purposes of this Section 3, the term
"Applicable Dividend Rate" shall mean a percentage not
to exceed the sum of (i) 1.5% and (ii) the highest
"Prime Rate" as published under the "Money Rates"
subsection in THE WALL STREET JOURNAL on (A) December
30, 1994 for purposes of determining the Applicable
Dividend Rate for the dividend payable on March 31,
1995 or (B) the Quarterly Dividend Payment Date for the
immediately preceding quarterly period (whether or not
a dividend was actually declared and paid for such
period) for purposes of determining the Applicable
Dividend Rate for dividends payable after March 31,
1995. For purposes of this Section 3, the term
"Business Day" shall mean a day on which the New York
Stock Exchange is open for trading.
(c) When dividends are not paid in full upon the
Series A Preferred Stock, any dividends declared or
paid upon shares of Series A Preferred Stock and any
Parity Securities shall be declared or paid, as the
case may be, pro rata so that the amounts or dividends
declared or paid, as the case may be, per share on the
Series A Preferred Stock and such other Parity
Securities in all cases bear to each other the same
ratio that accumulated and unpaid dividends per share
on the shares of Series A Preferred Stock and such
other Parity Securities bear to each other. No
interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments
on the Series A Preferred Stock or any Parity
Securities which may be in arrears.
(d) Unless full cumulative dividends have been or
contemporaneously are declared by the Board and paid or
declared and a sum set apart sufficient for such
payment by the Corporation on the Series A Preferred
Stock for all quarterly periods ending on or prior
to the date of payment of dividends on any Junior
Securities, no dividends shall be declared or paid or
sum set apart for such payment or any other
distribution made on or with respect to such Junior
Securities for any period, other than dividends payable
or distributions made in shares of Junior Securities.
(e) Unless full cumulative dividends have been or
contemporaneously are declared by the Board and paid of
declared and a sum set apart sufficient for payment by
the Corporation on the Series A Preferred Stock for all
-3-
<PAGE>
<PAGE>
quarterly periods ending on or prior to the date of any
event described in clause (i) or (ii) of this Section
3(e), the Corporation shall not, and shall not permit
any subsidiary thereof to (i) redeem, purchase, retire
or otherwise acquire for any consideration any shares
of Series A Preferred Stock, unless (A) all shares of
Series A Preferred Stock outstanding shall be redeemed,
repurchased, retired or otherwise acquired or (B) the
shares of Series A Preferred Stock are redeemed,
purchased, retired or otherwise acquired pro rata from
among the holders of the shares then outstanding or
(ii) redeem, purchase, retire or otherwise acquire for
any consideration, or make any payment on account of a
sinking fund or other similar fund for redemption,
purchase retirement or acquisition of, any Junior
Securities or any Parity Securities, or any warrant,
right or option to purchase any thereof, or make any
distribution in respect thereof, directly or
indirectly, whether in cash, obligations or securities
of the Corporation or other property, except, (i) in
the case of Junior Securities, redemptions, purchases,
retirements, acquisitions or distributions made in
shares of Junior Securities or (ii) in the case of
Parity Securities, pro rata redemptions, purchase,
retirements or acquisitions so that the amounts
redeemed, purchased, retired or otherwise acquired or
paid or distributed in respect thereof, as the case may
be, per share on the Series A Preferred Stock and such
other Parity Securities in all cases bear to each other
the same ratio that accumulated and unpaid dividends
per share on the shares of Series A Preferred Stock and
such other Parity Securities bear to each other.
Section 4. REDEMPTION.
(a) To the extent the Corporation shall have funds
legally available therefor, the Corporation may redeem
at its option the Series A Preferred Stock in cash, at
the option of the Corporation, at any time or from time
to time, in whole or in part, at a redemption price in
cash of five thousand dollars ($5,000) per share (the
"Redemption Price"), together with accrued and unpaid
dividends thereon (whether or not declared) through the
date fixed by the Corporation for redemption (The
"Redemption Date"), without interest.
(b) At least 30 days but not more than 60 days
prior to the Redemption Date, a written notice of such
-4-
<PAGE>
<PAGE>
redemption (the "Redemption Notice") shall be given by
first class mail, postage prepaid, to each holder of
record of shares of Series A Preferred Stock. The
Redemption Notice shall be sent to such holder at such
holder's address as shown on the records of the
Corporation and shall state: (i) the Redemption Date;
(ii) the number of shares of Series A Preferred Stock
to be redeemed and, if less than all the shares held by
such holder are to be redeemed, the number of shares to
be redeemed from such holder; (iii) the Redemption
Price; and (iv) the place or places where such holder
is to surrender the certificate or certificates for
such holder's shares to the Corporation.
(c) On or after the Redemption Date, each holder
of shares of the Series A Preferred Stock which have
been redeemed shall present and surrender the
certificate or certificates for such holder's shares
to the Corporation at the place designated in the
Redemption Notice and thereupon the Redemption Price of
such shares shall be paid to or on the order of the
person whose name appears on such certificate or
certificates as the owner thereof and each surrendered
certificate shall be canceled. In case fewer than all
of the shares represented by any such certificate are
redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the
holder thereof.
(d) From and after the Redemption Date (unless default
shall be made by the Corporation in payment of the
Redemption Price), all rights of the holders of the
Series A Preferred Stock with respect to shares that
have been redeemed shall cease and terminate, except
the right to receive the Redemption Price thereof upon
the surrender of certificates representing the same,
and such shares shall not thereafter be transferred
(except with the consent of the Corporation) on the
books of the Corporation and such shares shall not be
deemed to be outstanding for any purpose whatsoever.
Section 5. LIQUIDATION.
(a) the share of Series A Preferred Stock shall
rank prior to the shares of Junior Securities upon
liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (a
"Liquidation transaction"), so that in the event of any
-5-
<PAGE>
<PAGE>
Liquidation transaction, the holders of shares of
Series A Preferred Stock then outstanding shall be
entitled to receive out of the assets or surplus funds
of the Corporation available for distribution to its
stockholders, or proceeds thereof, whether from
capital, surplus or earnings before any distribution is
made to holders of any Junior Securities, a liquidation
preference in the amount per share of Series A
Preferred Stock equal to five thousand dollars
($5,000), plus an amount equal to all accrued and
unpaid dividends (whether or not declared) on the
shares of Series A Preferred Stock to the date of final
distribution.
(b) If, upon any Liquidation Transaction, the
assets or surplus funds of the Corporation, or proceeds
thereof whether from capital, surplus or earnings,
distributable among the holders of shares of Series A
Preferred Stock and any Parity Securities then
outstanding are insufficient to pay in full the
preferential liquidation payments due to such holders,
such assets, surplus funds or proceeds shall be
distributable among such holders pro rata in accordance
with the amounts that would be payable on such shares
of Series A Preferred Stock and Parity Securities if
all amounts payable thereon were payable in full. In
the event of a Liquidating Transaction, the Corporation
shall give written notice thereof to the holders of
shares of Series A Preferred Stock, by first class
mail, postage prepaid, to such holders' respective
addresses as shown on the stock books of the
Corporation.
(c) Neither the consolidation, merger, or other
business combination of the Corporation with or into
any other person or persons nor the sale of all or
substantially all of the assets of the Corporation
shall be deemed to be a Liquidation Transaction.
Section 6. VOTING RIGHTS.
The holders of shares of Series A Preferred Stock
shall not be entitled to any voting rights except as
required by law.
SECOND: That in lieu of a meeting and vote of stockholders,
the sole stockholder of the Corporation has given its unanimous
written consent to said amendment in accordance with the
-6-
<PAGE>
<PAGE>
provisions of Section 228 and 242 of the General Corporation Law
of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 151, 228
and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Golden American Life Insurance
Company has caused this certificate to be signed by David L.
Jacobson, its Senior Vice President, this 22nd day of February,
1995.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: /s/ David L. Jacobson
--------------------------
David L. Jacobson
Senior Vice President
-7-
EXHIBIT 6(b)(i)
STATE OF MINNESOTA
[GRAPHIC: STATE OF MINNESOTA CIRCULAR SEAL]
DEPARTMENT OF COMMERCE
THE UNDERSIGNED
COMMISSIONER OF COMMERCE
FOR THE STATE OF MINNESOTA
HEREBY CERTIFIES THAT
GOLDEN AMERICAN LIFE INSURANCE COMPANY
organized under the laws of MINNESOTA
has made application, paid the fees required and in all other respects
complied with the laws of the State of Minnesota and is hereby authorized to
transact the business of an insurance company for the lines of insurance
specified in Minnesota Statues, Section 60A. 06, Subdivision 1, Clause(s) 4
(INCLUDING VARIABLE CONTRACTS), 5A
unless this authority be suspended, revoked, or otherwise legally terminated.
This certificate shall be in effect until June 1, 1991.
IN TESTIMONY WHEREOF, I have hereunto
set my hand and affixed the official
seal of the Department of Commerce, of
the State of Minnesota at my office in
the City of St. Paul,
Minnesota, this FIRST day of JUNE,
1990
/S/ THOMAS H. B__MAN
--------------------
THOMAS H. B__MAN
Commissioner of Commerce
CM-00526-01
CHARTER LICENSE INSURANCE
<PAGE>
<PAGE>
BYLAWS
OF
MB VARIABLE LIFE INSURANCE COMPANY
<PAGE>
<PAGE>
MB VARIABLE LIFE INSURANCE COMPANY
INDEX
ARTICLE I.
STOCKHOLDERS
------------
Page
Sec. 1 Notice of Meetings 1
Sec. 2 Annual Stockholders' Meetings 1
Sec. 3 Special Stockholders' Meetings 2
Sec. 4 Quorum and Adjournments 2
Sec. 5 Form of Proxy 2
ARTICLE II.
BOARD OF DIRECTORS
------------------
Sec. 1 Authority and Duties of Directors 2
Sec. 2 Regular Meetings 3
Sec. 3 Annual Meetings 3
Sec. 4 Special Meetings 3
Sec. 5 Waiver of Notice of Special Meetings 3
Sec. 6 Action in Writing 4
Sec. 7 Quorum 4
Sec. 8 Vacancies 4
ARTICLE III.
OFFICERS
--------
Sec. 1 Election and Removal 4
Sec. 2 Number 4
Sec. 3 Duties of Chairman 5
Sec. 4 Duties of President 5
Sec. 5 Duties of Executive Vice President 5
Sec. 6 Duties of Vice Presidents 5
Sec. 7 Duties of Secretary 5
Sec. 8 Duties of Treasurer 6
Sec. 9 Duties of Actuary 6
Sec. 10 Duties of General Counsel 6
Sec. 11 Duties of Medical Director 6
Sec. 12 Duties of Other Officers 6
ARTICLE IV.
CAPITAL STOCK
-------------
Sec. 1 Certificates 7
Sec. 2 Transfer 7
ARTICLE V.
COMMITTEES
----------
Sec. 1 Executive Committee 7
Sec. 2 Other Committees 7
<PAGE>
<PAGE>
ARTICLE VI.
CORPORATE ACTIONS
-----------------
Sec. 1 Dividends 8
Sec. 2 Loaning Company's Moneys 8
Sec. 3 Borrowing Money 8
Sec. 4 Depositories 8
ARTICLE VII.
MISCELLANEOUS
-------------
Sec. 1 Fiscal Year 8
Sec. 2 Corporate Seal 8
Sec. 3 Nominees 8
Sec. 4 Officers' and Employees' Bonds 9
Sec. 5 Indemnification of Directors and Officers 9
Sec. 6 Voting Stock 9
Sec. 7 Execution of Documents 9
Sec. 8 Amendments 9
<PAGE>
<PAGE>
BYLAWS
OF
MB VARIABLE LIFE INSURANCE COMPANY
ARTICLE I.
STOCKHOLDERS
NOTICE OF MEETINGS
Section 1. Not less than fifteen (15) days prior to the time appointed
for the holding of any stockholders' meetings, a notice thereof shall be given
either in person or by mail addressed to each stockholder at his last known
address, over the signature of an officer of the Company. In the case of an
annual meeting, the said notice shall state that it is to be held for the
election of directors and the transaction of such other business as may come
before the meeting. In case of a special meeting of the stockholders, the
notice shall state generally the nature of the business to be considered.
Unless the Board of Directors shall otherwise determine, stockholders of
record on the date of mailing shall be entitled to notice of any meeting, and
stockholders of record on the date of any meeting shall be entitled to vote
thereat.
All business transacted at any meeting of the stockholders at which all
of the stockholders are present, or the holding of which shall have consented
to in writing or by telegraph shall be valid, though no previous notice of
such meeting be given.
ANNUAL STOCKHOLDERS' MEETINGS
*Section 2. The Annual Meeting of the Stockholders shall be held each
year at the office of the Company in the City of St. Paul, Minnesota, or at
such other place as may be designated by the Board of Directors, in accordance
with the Articles of Incorporation.
At said meeting the stockholders shall elect a Board of Directors
consisting of not less than five (5) nor more than twelve (12) members who
shall hold office for one year or until their successors are elected and
qualified. At such meeting there may be transacted any other business that
may be brought before it.
Should the annual election of directors not take place in any year on the
day hereinbefore fixed therefor, for any reason whatever, such election may be
held on such other day within six (6) months thereafter as may be appointed
therefor by the Board of Directors, they giving notice thereof as in the case
of the Annual Meeting.
* Amended 12-21-84
-1-
<PAGE>
<PAGE>
SPECIAL STOCKHOLDERS' MEETINGS
Section 3. Special meetings of the stockholders may be held on call of
the Board of Directors with notice of said meeting being given in the same
manner as notice of an Annual Meeting.
QUORUM AND ADJOURNMENTS
Section 4. At all annual or special meetings of the stockholders, the
holders of a majority of the outstanding shares of the capital stock, whether
present in person or by proxy, shall constitute a quorum for the transaction
of business, but less than a majority may adjourn from time to time or sine
die.
FORM OF PROXY
Section 5. Any stockholder may be represented at any stockholders'
meeting by written proxy or power of attorney signed by the stockholder, and
filed with the Secretary of the Company at any time prior to the opening of
the meeting.
ARTICLE II.
BOARD OF DIRECTORS
AUTHORITY AND DUTIES OF DIRECTORS
*Section 1. The Board of Directors shall have authority and
responsibility for the general management of the corporation in all those
matters which are not reserved for action by the stockholders. Without
limiting the generality of the foregoing, the Board shall have specific
authority:
A. To call special meetings of the stockholders when they deem it
necessary, in the manner provided in these Bylaws.
B. To make rules and regulations not inconsistent with the law, the
Articles of Incorporation or the Bylaws of the Company.
C. To incur such indebtedness as may be deemed necessary and to
authorize the execution by the appropriate officers, in the name of
the Company, of any required evidence of such indebtedness.
It shall be the duty of the Board of Directors, without limiting the
generality of the forgoing:
A. To cause to be kept a complete record of all its meetings and acts,
and also all proceedings of the meetings of stockholders, and to
cause to be presented a full statement at the regular meetings of
the stockholders, showing in detail the assets and liabilities of
the Company and generally the condition of its affairs.
* Amended 12-21-84
-2-
<PAGE>
<PAGE>
B. To require the Secretary and the Treasurer and their assistants to
keep full and accurate books and accounts and to prescribe the form
and mode of keeping such books.
C. To cause to be issued to the stockholders certificates of stock in
the proportion to their several interests, not to exceed in the
aggregate the authorized capital stock of the Company.
D. To cause the monies of the Company to be safely kept and to
determine the method of signing Company checks and orders for
transfer or withdrawal of the funds of this Company on deposit with
any bank in whatever form.
E. To reserve, allot, or set aside such a amount in excess of the
reserve required by law to be held and maintained as shall, in their
judgment, be for the best interests of the Company.
F. To adopt and exercise such plans and systems of insurance as they
may deem necessary for the best interests of the Company.
REGULAR MEETINGS
*Section 2. The Board of Directors shall meet from time to time without
notice at such places within or without the State of Minnesota, and at such
times and dates as the Board of Directors shall determine.
ANNUAL MEETINGS
Section 3. The Annual Meeting of the Board of Directors shall be held
immediately following the annual stockholders' meeting, and no notice thereof
shall be required.
SPECIAL MEETINGS
Section 4. Special meetings of the Board of Directors may be called by
the Chairman, the President, or any two (2) directors on written request to
the Secretary stating the object of the meeting. Notices of special meetings
of the Board of Directors, stating the time, date, place and object of the
meeting, shall be given to each director either in person or by telephone, or
by telegraph or mail addressed to each director's last known address at least
twenty-four (24) hours prior to the time of such meeting.
WAIVER OF NOTICE OF SPECIAL MEETINGS
Section 5. All business transacted at any special meeting at which all
of the directors are either present, or to the holding of which they shall
have consented in writing, or by telegraph, shall be valid, though no previous
notice of such meeting be given.
* Amended 12-21-84
-3-
<PAGE>
<PAGE>
ACTION IN WRITING
Section 6. Any action which may be taken by the Board of Directors or
any committee thereof may be taken without a meeting if done in writing signed
by all members of the Board of Directors or Committee.
QUORUM
Section 7. A majority of the full Board of Directors shall constitute a
quorum for the transaction of business, but less than a majority may adjourn
from time to time or sine die. In case of adjournment to a subsequent sate
and hour, the Secretary shall give notice of the adjourned meeting in the
manner provided by Section 4 of this Article.
VACANCIES
*Section 8. The Board of Directors shall have the power to elect
successors to fill up to three(3) vacancies that may occur in their own body,
such successors to serve until the next annual meeting of the stockholders.
If more than three (3) vacancies occur during any year, the remaining
directors may call a special meeting of stockholders to fill such additional
vacancies or the remaining directors may continue to act so long as a quorum
remains, but such directors, if less than a quorum, shall promptly call a
special meeting of the stockholders to fill such additional vacancy or
vacancies.
ARTICLE III.
OFFICERS
ELECTION AND REMOVAL
Section 1. The officer of the Company shall be elected to serve during
the pleasure of the Board of Directors, except that the Chairman, if any, and
the President shall be elected by the Board of Directors at its Annual Meeting
to serve for one year and until the election and qualification of their
successors; and the Board of Directors may at any time create additional
offices and define the duties thereof, or, with or without cause, abolish
offices and remove the incumbents therefrom.
NUMBER
*Section 2. The Board of Directors may elect a Chairman, an Executive
Vice President and shall elect a President; one or more Vice Presidents; an
Actuary, a General Counsel; a Secretary; a Treasurer; a Medical Director, and
such additional officers as it may in its discretion determine.
* Amended 12-21-84
-4-
<PAGE>
<PAGE>
DUTIES OF CHAIRMAN
*Section 3. CHAIRMAN. The Chairman shall be responsible for making
recommendations concerning Company policy to the Board of Directors or the
Executive Committee. He shall preside at meetings of stockholders and the
Board of Directors. He shall be consulted on major policy decisions and shall
act in an advisory capacity in connection with the business of the
corporation, and shall perform such duties as may be specifically assigned to
him by the Board of Directors.
DUTIES OF PRESIDENT
*Section 4. PRESIDENT. The President shall be the chief executive
officer of the Company with general responsibility for the efficient,
profitable management of the Company, and for designating the duties, powers
and authority of all officers and employees of the Company. He shall be a
member of the Executive Committee. He shall have the authority to delegate
any of said duties as he may from time to time, in his discretion, determine.
In the absence of the Chairman, the President shall assume his duties.
In the event of the inability of the President to act, the Executive Vice
President, if any, otherwise the Vice President with the greatest seniority in
that office shall perform the duties and exercise the powers of the President
until some person is appointed by the Board of Directors or the Executive
Committee.
DUTIES OF EXECUTIVE VICE PRESIDENT
*Section 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if
one is elected, shall assist the President, shall assume the President's
duties in his absence, and shall have specific accountability for the quality
of performance in those areas of the Company's operations which the President
shall determine. He shall have such additional responsibilities as may be
assigned by the Board of Directors or the President.
DUTIES OF VICE PRESIDENTS
Section 6. VICE PRESIDENTS. The Vice Presidents, one or more of whom
may be elected in the discretion of the Board of Directors, shall have such
duties as the Board of Directors or the President shall prescribe.
DUTIES OF SECRETARY
Section 7. SECRETARY. The Secretary shall take charge of and affix the
seal of the Company to all certificates of stock. He shall be present at all
meetings of the stockholders and of the Board of Directors, shall attend
meetings of the Executive Committee and other committees as requested, and
shall keep a true and accurate record of all meetings in books provided for
that purpose. He shall be the custodian of all the official corporate papers
of the Company except those of a financial nature. In the absence of the
Secretary, an Assistant Secretary shall be appointed by the President to
execute the foregoing duties. He shall perform such other assignments as may
be made by the Board of Directors or the President.
* Amended 12-21-84
-5-
<PAGE>
<PAGE>
DUTIES OF THE TREASURER
Section 8. TREASURER. The Treasurer shall be accountable, jointly with
such other officer or officers as may be designated by the Board of Directors,
for the safekeeping of all monies and securities of the company, consistent
with the rules adopted by the board of Directors therefor. He shall keep a
complete record of all investments, mortgages and securities and shall attend
to the collection of payments and interest due thereon. It shall be his
responsibility to keep the Company's monies deposited in the name of the
Company unless the Board of Directors shall direct otherwise, and to control
the amount of bank balances in each depository of the Company, and he shall
have such other responsibilities as may be assigned by the Board of Directors
or the President.
DUTIES OF ACTUARY
Section 9. ACTUARY. The Actuary shall supervise and be responsible for
the routine duties of the Actuarial Department and shall have the general
duties of supervision and management usually vested in the office of Actuary
for a life insurance company and such additional responsibilities as may be
assigned by the Board of Directors or the President.
DUTIES OF GENERAL COUNSEL
Section 10. GENERAL COUNSEL. The General Counsel shall be accountable
for providing representation for the Company in all litigation, for promoting
legality of the Company's operations by providing legal advice to the Company,
its directors, officers and employees upon all matters pertaining to Company
affairs, and for conducting such reviews and investigations as may be needed
to measure and assure compliance. He shall have such additional
responsibilities as may be assigned by the Board of Directors or the
President.
DUTIES OF MEDICAL DIRECTOR
Section 11. MEDICAL DIRECTOR. The Medical Director, if one is elected,
shall be accountable for providing quality medical evaluations and advice to
aid in the underwriting of risks and settlement of claims, for the
qualification and appointment of local medical examiners as required, for
advising the officers and directors of the Company on medical matters, and for
such additional assignments as may be made by the Board of Directors or the
President.
DUTIES OF OTHER OFFICERS
Section 12. OTHER OFFICERS. The Other Officers, who may be elected in
such manner and with such titles as the Board if Directors may in its
discretion determine, shall have such duties as the Board of Directors or the
President shall prescribe.
-6-
<PAGE>
<PAGE>
ARTICLE IV.
CAPITAL STOCK
CERTIFICATES
Section 1. The certificates of capital stock of the Company shall be
numbered in progression, and they shall exhibit the name or names of the
person or persons owning the shares represented thereby, the number of shares
for which they are issued, the name of the state in which the Company is
organized, the name of Company, and shall be signed by the President or a Vice
President and the Secretary or and Assistant Secretary under the corporate
seal of the Company.
TRANSFER
Section 2. Shares of capital stock of the Company may be transferred at
any time by the holder or by an attorney legally constituted or by a legal
representative of the holder. No transfer shall be valid except between the
parties thereto until entered in proper form on the books of the Company.
Surrendered certificates shall be canceled by the Secretary and shall be
placed in the certificate book opposite the memorandum of the issue of that
certificate before a new certificate shall be issued in lieu thereof.
ARTICLE V.
COMMITTEES
EXECUTIVE COMMITTEE
Section 1. There shall be an Executive Committee consisting of three or
more Directors, including the President, to be elected annually by the Board
of Directors.
The Executive Committee shall be responsible for officers' salary
administration and shall have and exercise the authority of the Board of
Directors in the management of the business of the Company in the interval
between meetings of the Board of Directors, provided, however, that the
Executive Committee shall not have the power to declare a dividend or to cause
to be issued any of the Company's authorized but unissued stock.
The Executive Committee may meet upon the call of the President or any
two members and a majority of the Committee shall constitute a quorum.
Any action which may be taken by the committee may be taken without a
meeting if done in writing signed by each member of the Committee.
Actions of the Executive Committee shall be recorded by the Secretary and
reported to the Board of Directors at its next meeting.
OTHER COMMITTEES
Section 2. Additional standing committees may be created as desired or
required for specific purposes at any time by action of the Board of
Directors.
-7-
<PAGE>
<PAGE>
ARTICLE VI.
CORPORATE ACTIONS
DIVIDENDS
Section 1. The Board of Directors may declare dividends on the stock
issued and outstanding from any source as permitted by the laws of Minnesota.
LOANING COMPANY'S MONEYS
Section 2. The Company shall not loan any of its funds to any officer,
Director or member of any committee passing on investments.
BORROWING MONEY
Section 3. The Board of Directors may authorize its officers to negotiate
and borrow money with such limitations as the Board of Directors may from time
to time determine, and within such limitations, such duly authorized officers
may execute, in the name of the Company, its bonds, notes or other suitable
obligation therefore; and to secure the payment thereof, may mortgage its
income, rights or property, whether real, personal or both.
DEPOSITORIES
Section 4. All moneys, checks and evidences of money received by or
belonging to this Company shall be deposited to the credit of the company in
such banks or trust companies as may designated pursuant to authority of the
Board of Directors.
ARTICLE VII.
MISCELLANEOUS
FISCAL YEAR
Section 1. The fiscal year of the Company shall end at December 31 of
each year.
CORPORATE SEAL
Section 2. The corporate seal of this Company shall be a circular die,
around the edge of which shall appear the word, "Golden American Life
Insurance Company," and in the center of which shall appear the words
"Corporate Seal."
NOMINEES
Section 3. The Board of Directors may by resolution, if permitted under
the applicable laws of the State of Minnesota, authorize the establishment or
designation of a nominee or nominees for the purpose of registering securities
owned by the Company in the name of such nominee or nominees rather than in
the Company's name. Upon such establishment or designating shares of stock
and other securities owned by this Company may be registered in the name of
such nominee or nominees.
-8-
<PAGE>
<PAGE>
OFFICERS' AND EMPLOYEES' BONDS
Section 4. The officers and the employees of the Company shall furnish
bonds for the faithful performance of their duties when so required, and in
the form as from time to time may be determined by the Board of Directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6. The Company 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 the Company 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.
The Company may also, to the extent permitted by law, indemnify any other
person who is or was serving the Company 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.
The Company may purchase and maintain insurance on behalf of any such
person or persons to be indemnified under the provisions in the above
paragraphs, against any such liability to the extent permitted by law.
VOTING STOCK
Section 6. The President or the Treasurer, or a proxy appointed by
either of them, unless some other person or persons shall be appointed by the
Board of Directors, may vote shares in another corporation owned by the
Company.
EXECUTION OF DOCUMENTS
Section 7. All contracts, including policies of insurance issued by the
Company, shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. Both signatures may be facsimile,
engraved or printed if the contract is countersigned by a duly authorized
registrar, agent, officer or employee designated by the Board of Directors for
such purpose. The President, a Vice President or the Treasurer shall execute
the transfer and assignment of any and all securities owned by the Company.
AMENDMENTS
Section 8. These Bylaws may be amended by a majority vote of the
stockholders at their Annual Meeting, or at any other meeting called for that
purpose.
-9-
EXHIBIT 6(b)(ii)
BYLAWS
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
INDEX
ARTICLE I.
STOCKHOLDERS
------------
Page
Sec. 1 Notice of Meetings 1
Sec. 2 Annual Stockholders' Meetings 1
Sec. 3 Special Stockholders' Meetings 2
Sec. 4 Quorum and Adjournments 2
Sec. 5 Form of Proxy 2
ARTICLE II.
BOARD OF DIRECTORS
------------------
Sec. 1 Authority and Duties of Directors 2
Sec. 2 Regular Meetings 3
Sec. 3 Annual Meetings 3
Sec. 4 Special Meetings 3
Sec. 5 Waiver of Notice of Special Meetings 3
Sec. 6 Action in Writing 4
Sec. 7 Quorum 4
Sec. 8 Vacancies 4
ARTICLE III.
OFFICERS
--------
Sec. 1 Election and Removal 4
Sec. 2 Number 4
Sec. 3 Duties of Chairman 5
Sec. 4 Duties of President 5
Sec. 5 Duties of Executive Vice President 5
Sec. 6 Duties of Vice Presidents 5
Sec. 7 Duties of Secretary 5
Sec. 8 Duties of Treasurer 6
Sec. 9 Duties of Actuary 6
Sec. 10 Duties of General Counsel 6
Sec. 11 Duties of Medical Director 6
Sec. 12 Duties of Other Officers 6
ARTICLE IV.
CAPITAL STOCK
-------------
Sec. 1 Certificates 7
Sec. 2 Transfer 7
ARTICLE V.
COMMITTEES
----------
Sec. 1 Executive Committee 7
Sec. 2 Other Committees 7
<PAGE>
<PAGE>
ARTICLE VI.
CORPORATE ACTIONS
-----------------
Sec. 1 Dividends 8
Sec. 2 Loaning Company's Moneys 8
Sec. 3 Borrowing Money 8
Sec. 4 Depositories 8
ARTICLE VII.
MISCELLANEOUS
-------------
Sec. 1 Fiscal Year 8
Sec. 2 Corporate Seal 8
Sec. 3 Nominees 8
Sec. 4 Officers' and Employees' Bonds 9
Sec. 5 Indemnification of Directors and Officers 9
Sec. 6 Voting Stock 9
Sec. 7 Execution of Documents 9
Sec. 8 Amendments 9
<PAGE>
<PAGE>
BYLAWS
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
ARTICLE I.
STOCKHOLDERS
NOTICE OF MEETINGS
Section 1. Not less than fifteen (15) days prior to the time appointed
for the holding of any stockholders' meetings, a notice thereof shall be given
either in person or by mail addressed to each stockholder at his last known
address, over the signature of an officer of the Company. In the case of an
annual meeting, the said notice shall state that it is to be held for the
election of directors and the transaction of such other business as may come
before the meeting. In case of a special meeting of the stockholders, the
notice shall state generally the nature of the business to be considered.
Unless the Board of Directors shall otherwise determine, stockholders of
record on the date of mailing shall be entitled to notice of any meeting, and
stockholders of record on the date of any meeting shall be entitled to vote
thereat.
All business transacted at any meeting of the stockholders at which all
of the stockholders are present, or the holding of which shall have consented
to in writing or by telegraph shall be valid, though no previous notice of
such meeting be given.
ANNUAL STOCKHOLDERS' MEETINGS
*Section 2. The Annual Meeting of the Stockholders shall be held each
year at the office of the Company in the City of St. Paul, Minnesota, or at
such other place as may be designated by the Board of Directors, in accordance
with the Articles of Incorporation.
At said meeting the stockholders shall elect a Board of Directors
consisting of not less than five (5) nor more than twelve (12) members who
shall hold office for one year or until their successors are elected and
qualified. At such meeting there may be transacted any other business that
may be brought before it.
Should the annual election of directors not take place in any year on the
day hereinbefore fixed therefor, for any reason whatever, such election may be
held on such other day within six (6) months thereafter as may be appointed
therefor by the Board of Directors, they giving notice thereof as in the case
of the Annual Meeting.
* Amended 12-21-84
-1-
<PAGE>
<PAGE>
SPECIAL STOCKHOLDERS' MEETINGS
Section 3. Special meetings of the stockholders may be held on call of
the Board of Directors with notice of said meeting being given in the same
manner as notice of an Annual Meeting.
QUORUM AND ADJOURNMENTS
Section 4. At all annual or special meetings of the stockholders, the
holders of a majority of the outstanding shares of the capital stock, whether
present in person or by proxy, shall constitute a quorum for the transaction
of business, but less than a majority may adjourn from time to time or sine
die.
FORM OF PROXY
Section 5. Any stockholder may be represented at any stockholders'
meeting by written proxy or power of attorney signed by the stockholder, and
filed with the Secretary of the Company at any time prior to the opening of
the meeting.
ARTICLE II.
BOARD OF DIRECTORS
AUTHORITY AND DUTIES OF DIRECTORS
*Section 1. The Board of Directors shall have authority and
responsibility for the general management of the corporation in all those
matters which are not reserved for action by the stockholders. Without
limiting the generality of the foregoing, the Board shall have specific
authority:
A. To call special meetings of the stockholders when they deem it
necessary, in the manner provided in these Bylaws.
B. To make rules and regulations not inconsistent with the law, the
Articles of Incorporation or the Bylaws of the Company.
C. To incur such indebtedness as may be deemed necessary and to
authorize the execution by the appropriate officers, in the name of
the Company, of any required evidence of such indebtedness.
It shall be the duty of the Board of Directors, without limiting the
generality of the forgoing:
A. To cause to be kept a complete record of all its meetings and acts,
and also all proceedings of the meetings of stockholders, and to
cause to be presented a full statement at the regular meetings of
the stockholders, showing in detail the assets and liabilities of
the Company and generally the condition of its affairs.
* Amended 12-21-84
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B. To require the Secretary and the Treasurer and their assistants to
keep full and accurate books and accounts and to prescribe the form
and mode of keeping such books.
C. To cause to be issued to the stockholders certificates of stock in
the proportion to their several interests, not to exceed in the
aggregate the authorized capital stock of the Company.
D. To cause the monies of the Company to be safely kept and to
determine the method of signing Company checks and orders for
transfer or withdrawal of the funds of this Company on deposit with
any bank in whatever form.
E. To reserve, allot, or set aside such a amount in excess of the
reserve required by law to be held and maintained as shall, in their
judgment, be for the best interests of the Company.
F. To adopt and exercise such plans and systems of insurance as they
may deem necessary for the best interests of the Company.
REGULAR MEETINGS
*Section 2. The Board of Directors shall meet from time to time without
notice at such places within or without the State of Minnesota, and at such
times and dates as the Board of Directors shall determine.
ANNUAL MEETINGS
Section 3. The Annual Meeting of the Board of Directors shall be held
immediately following the annual stockholders' meeting, and no notice thereof
shall be required.
SPECIAL MEETINGS
Section 4. Special meetings of the Board of Directors may be called by
the Chairman, the President, or any two (2) directors on written request to
the Secretary stating the object of the meeting. Notices of special meetings
of the Board of Directors, stating the time, date, place and object of the
meeting, shall be given to each director either in person or by telephone, or
by telegraph or mail addressed to each director's last known address at least
twenty-four (24) hours prior to the time of such meeting.
WAIVER OF NOTICE OF SPECIAL MEETINGS
Section 5. All business transacted at any special meeting at which all
of the directors are either present, or to the holding of which they shall
have consented in writing, or by telegraph, shall be valid, though no previous
notice of such meeting be given.
* Amended 12-21-84
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ACTION IN WRITING
Section 6. Any action which may be taken by the Board of Directors or
any committee thereof may be taken without a meeting if done in writing signed
by all members of the Board of Directors or Committee.
QUORUM
Section 7. A majority of the full Board of Directors shall constitute a
quorum for the transaction of business, but less than a majority may adjourn
from time to time or sine die. In case of adjournment to a subsequent sate
and hour, the Secretary shall give notice of the adjourned meeting in the
manner provided by Section 4 of this Article.
VACANCIES
*Section 8. The Board of Directors shall have the power to elect
successors to fill up to three(3) vacancies that may occur in their own body,
such successors to serve until the next annual meeting of the stockholders.
If more than three (3) vacancies occur during any year, the remaining
directors may call a special meeting of stockholders to fill such additional
vacancies or the remaining directors may continue to act so long as a quorum
remains, but such directors, if less than a quorum, shall promptly call a
special meeting of the stockholders to fill such additional vacancy or
vacancies.
ARTICLE III.
OFFICERS
ELECTION AND REMOVAL
Section 1. The officer of the Company shall be elected to serve during
the pleasure of the Board of Directors, except that the Chairman, if any, and
the President shall be elected by the Board of Directors at its Annual Meeting
to serve for one year and until the election and qualification of their
successors; and the Board of Directors may at any time create additional
offices and define the duties thereof, or, with or without cause, abolish
offices and remove the incumbents therefrom.
NUMBER
*Section 2. The Board of Directors may elect a Chairman, an Executive
Vice President and shall elect a President; one or more Vice Presidents; an
Actuary, a General Counsel; a Secretary; a Treasurer; a Medical Director, and
such additional officers as it may in its discretion determine.
* Amended 12-21-84
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DUTIES OF CHAIRMAN
*Section 3. CHAIRMAN. The Chairman shall be responsible for making
recommendations concerning Company policy to the Board of Directors or the
Executive Committee. He shall preside at meetings of stockholders and the
Board of Directors. He shall be consulted on major policy decisions and shall
act in an advisory capacity in connection with the business of the
corporation, and shall perform such duties as may be specifically assigned to
him by the Board of Directors.
DUTIES OF PRESIDENT
*Section 4. PRESIDENT. The President shall be the chief executive
officer of the Company with general responsibility for the efficient,
profitable management of the Company, and for designating the duties, powers
and authority of all officers and employees of the Company. He shall be a
member of the Executive Committee. He shall have the authority to delegate
any of said duties as he may from time to time, in his discretion, determine.
In the absence of the Chairman, the President shall assume his duties.
In the event of the inability of the President to act, the Executive Vice
President, if any, otherwise the Vice President with the greatest seniority in
that office shall perform the duties and exercise the powers of the President
until some person is appointed by the Board of Directors or the Executive
Committee.
DUTIES OF EXECUTIVE VICE PRESIDENT
*Section 5. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if
one is elected, shall assist the President, shall assume the President's
duties in his absence, and shall have specific accountability for the quality
of performance in those areas of the Company's operations which the President
shall determine. He shall have such additional responsibilities as may be
assigned by the Board of Directors or the President.
DUTIES OF VICE PRESIDENTS
Section 6. VICE PRESIDENTS. The Vice Presidents, one or more of whom
may be elected in the discretion of the Board of Directors, shall have such
duties as the Board of Directors or the President shall prescribe.
DUTIES OF SECRETARY
Section 7. SECRETARY. The Secretary shall take charge of and affix the
seal of the Company to all certificates of stock. He shall be present at all
meetings of the stockholders and of the Board of Directors, shall attend
meetings of the Executive Committee and other committees as requested, and
shall keep a true and accurate record of all meetings in books provided for
that purpose. He shall be the custodian of all the official corporate papers
of the Company except those of a financial nature. In the absence of the
Secretary, an Assistant Secretary shall be appointed by the President to
execute the foregoing duties. He shall perform such other assignments as may
be made by the Board of Directors or the President.
* Amended 12-21-84
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DUTIES OF THE TREASURER
Section 8. TREASURER. The Treasurer shall be accountable, jointly with
such other officer or officers as may be designated by the Board of Directors,
for the safekeeping of all monies and securities of the company, consistent
with the rules adopted by the board of Directors therefor. He shall keep a
complete record of all investments, mortgages and securities and shall attend
to the collection of payments and interest due thereon. It shall be his
responsibility to keep the Company's monies deposited in the name of the
Company unless the Board of Directors shall direct otherwise, and to control
the amount of bank balances in each depository of the Company, and he shall
have such other responsibilities as may be assigned by the Board of Directors
or the President.
DUTIES OF ACTUARY
Section 9. ACTUARY. The Actuary shall supervise and be responsible for
the routine duties of the Actuarial Department and shall have the general
duties of supervision and management usually vested in the office of Actuary
for a life insurance company and such additional responsibilities as may be
assigned by the Board of Directors or the President.
DUTIES OF GENERAL COUNSEL
Section 10. GENERAL COUNSEL. The General Counsel shall be accountable
for providing representation for the Company in all litigation, for promoting
legality of the Company's operations by providing legal advice to the Company,
its directors, officers and employees upon all matters pertaining to Company
affairs, and for conducting such reviews and investigations as may be needed
to measure and assure compliance. He shall have such additional
responsibilities as may be assigned by the Board of Directors or the
President.
DUTIES OF MEDICAL DIRECTOR
Section 11. MEDICAL DIRECTOR. The Medical Director, if one is elected,
shall be accountable for providing quality medical evaluations and advice to
aid in the underwriting of risks and settlement of claims, for the
qualification and appointment of local medical examiners as required, for
advising the officers and directors of the Company on medical matters, and for
such additional assignments as may be made by the Board of Directors or the
President.
DUTIES OF OTHER OFFICERS
Section 12. OTHER OFFICERS. The Other Officers, who may be elected in
such manner and with such titles as the Board if Directors may in its
discretion determine, shall have such duties as the Board of Directors or the
President shall prescribe.
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ARTICLE IV.
CAPITAL STOCK
CERTIFICATES
Section 1. The certificates of capital stock of the Company shall be
numbered in progression, and they shall exhibit the name or names of the
person or persons owning the shares represented thereby, the number of shares
for which they are issued, the name of the state in which the Company is
organized, the name of Company, and shall be signed by the President or a Vice
President and the Secretary or and Assistant Secretary under the corporate
seal of the Company.
TRANSFER
Section 2. Shares of capital stock of the Company may be transferred at
any time by the holder or by an attorney legally constituted or by a legal
representative of the holder. No transfer shall be valid except between the
parties thereto until entered in proper form on the books of the Company.
Surrendered certificates shall be canceled by the Secretary and shall be
placed in the certificate book opposite the memorandum of the issue of that
certificate before a new certificate shall be issued in lieu thereof.
ARTICLE V.
COMMITTEES
EXECUTIVE COMMITTEE
Section 1. There shall be an Executive Committee consisting of three or
more Directors, including the President, to be elected annually by the Board
of Directors.
The Executive Committee shall be responsible for officers' salary
administration and shall have and exercise the authority of the Board of
Directors in the management of the business of the Company in the interval
between meetings of the Board of Directors, provided, however, that the
Executive Committee shall not have the power to declare a dividend or to cause
to be issued any of the Company's authorized but unissued stock.
The Executive Committee may meet upon the call of the President or any
two members and a majority of the Committee shall constitute a quorum.
Any action which may be taken by the committee may be taken without a
meeting if done in writing signed by each member of the Committee.
Actions of the Executive Committee shall be recorded by the Secretary and
reported to the Board of Directors at its next meeting.
OTHER COMMITTEES
Section 2. Additional standing committees may be created as desired or
required for specific purposes at any time by action of the Board of
Directors.
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ARTICLE VI.
CORPORATE ACTIONS
DIVIDENDS
Section 1. The Board of Directors may declare dividends on the stock
issued and outstanding from any source as permitted by the laws of Minnesota.
LOANING COMPANY'S MONEYS
Section 2. The Company shall not loan any of its funds to any officer,
Director or member of any committee passing on investments.
BORROWING MONEY
Section 3. The Board of Directors may authorize its officers to negotiate
and borrow money with such limitations as the Board of Directors may from time
to time determine, and within such limitations, such duly authorized officers
may execute, in the name of the Company, its bonds, notes or other suitable
obligation therefore; and to secure the payment thereof, may mortgage its
income, rights or property, whether real, personal or both.
DEPOSITORIES
Section 4. All moneys, checks and evidences of money received by or
belonging to this Company shall be deposited to the credit of the company in
such banks or trust companies as may designated pursuant to authority of the
Board of Directors.
ARTICLE VII.
MISCELLANEOUS
FISCAL YEAR
Section 1. The fiscal year of the Company shall end at December 31 of
each year.
CORPORATE SEAL
Section 2. The corporate seal of this Company shall be a circular die,
around the edge of which shall appear the word, "Golden American Life
Insurance Company," and in the center of which shall appear the words
"Corporate Seal."
NOMINEES
Section 3. The Board of Directors may by resolution, if permitted under
the applicable laws of the State of Minnesota, authorize the establishment or
designation of a nominee or nominees for the purpose of registering securities
owned by the Company in the name of such nominee or nominees rather than in
the Company's name. Upon such establishment or designating shares of stock
and other securities owned by this Company may be registered in the name of
such nominee or nominees.
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OFFICERS' AND EMPLOYEES' BONDS
Section 4. The officers and the employees of the Company shall furnish
bonds for the faithful performance of their duties when so required, and in
the form as from time to time may be determined by the Board of Directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6. The Company 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 the Company 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.
The Company may also, to the extent permitted by law, indemnify any other
person who is or was serving the Company 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.
The Company may purchase and maintain insurance on behalf of any such
person or persons to be indemnified under the provisions in the above
paragraphs, against any such liability to the extent permitted by law.
VOTING STOCK
Section 6. The President or the Treasurer, or a proxy appointed by
either of them, unless some other person or persons shall be appointed by the
Board of Directors, may vote shares in another corporation owned by the
Company.
EXECUTION OF DOCUMENTS
Section 7. All contracts, including policies of insurance issued by the
Company, shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. Both signatures may be facsimile,
engraved or printed if the contract is countersigned by a duly authorized
registrar, agent, officer or employee designated by the Board of Directors for
such purpose. The President, a Vice President or the Treasurer shall execute
the transfer and assignment of any and all securities owned by the Company.
AMENDMENTS
Section 8. These Bylaws may be amended by a majority vote of the
stockholders at their Annual Meeting, or at any other meeting called for that
purpose.
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I, David C. Storlie, Secretary of the Golden American Life Insurance Company
of St. Paul, Minnesota, do hereby certify that the foregoing Bylaws are a true
and correct copy of the Bylaws as of January 4, 1988.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
/s/ David C. Storlie
--------------------
Dated: January 4, 1988
St. Paul, Minnesota
Subscribed and sworn to before me this
4th day of January, 1988.
/s/ Joanne F. Humpal
- --------------------
Notary Public
[GRAPHIC NOTARY STAMP: "Joanne F. Humpal
Notary Public, Ramsey County, Minn.
MY COMMISSION EXPIRES
December 30, 1989."]
EXHIBIT 6(b)(iii)
CERTIFICATE OF AMENDMENT
OF THE BYLAWS
OF
MB VARIABLE LIFE INSURANCE COMPANY
We, the undersigned officers of MB Variable Life Insurance Company, a
corporation subject to the provisions of Chapter 300 of the Minnesota Statues,
do hereby certify that resolutions as hereinafter set forth were adopted as of
the 13th day of April, 1992, by written authorization of the sole stockholder:
VOTED: That the Bylaws of the Corporation be amended to be know as
"Bylaws of Golden American Life Insurance Company" and that Article VII.
Section 2. of the Bylaws be amended as follows:
"Section 2. The corporate seal of this Company shall be a circular die,
around the edge of which shall appear the words, `Golden American Life
Insurance Company', and in the center of which shall appear the words
`Corporate Seal'."
VOTED: That Article I. Section 2. of the Bylaws be amended to read as
follows:
"Section 2. The Annual Meeting of the Stockholders shall be held each
year at the office of the Company in the City of Minneapolis, Minnesota, or at
such place as may be designated by the Board of Directors, in accordance with
the Articles of Incorporation.
At said meeting the stockholders hall elect a Board of Directors
consisting of not less than three (3) nor more than twelve (12) members which
shall hold office for one year or until their successors are elected and
qualified. At such meeting there may be transacted any other business that
may be brought before it.
Should the annual election of directors not take place in any year on the
day hereinbefore fixed therefor, for any reason whatever, such election may be
held on such other day within six (6) months thereafter as may be appointed
therefor by the Board of Directors, they giving notice thereof as in the case
of the Annual Meeting."
VOTED: That the directors and officers of the Corporation be, and they
hereby are, authorized to do and cause to be done all things in their judgment
necessary or advisable to effect the amendment of the Bylaws of the
Corporation.
The undersigned, Fred H. Davidson and Bernard R. Beckerlegge, the
President and Secretary, respectively, of MB Variable Life Insurance Company,
do hereby certify that the foregoing Certificate of Amendment of the Bylaws of
MB Variable Life Insurance Company is a true and correct copy of the
Resolution of The Mutual Benefit Life Insurance Company in Rehabilitation, the
sole stockholder of MB Variable Life Insurance Company as of this 16 day of
April, 1992.
<PAGE>
<PAGE>
/s/ Fred H. Davidson
-----------------------------
Fred H. Davidson, President
/s/ Bernard R. Beckerlegge
-----------------------------
Bernard R. Beckerlegge, Secretary
MB VARIABLE LIFE INSURANCE COMPANY
The foregoing amendment to the Bylaws is hereby approved this ____ day of
April, 1992.
-----------------------------
The _____ Bylaws
_____________________________
__ 24th day of April, 1992,
/s/ Bert J. McKay _____
EXHIBIT (6)(b)(iv)
STATE OF DELAWARE
[GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.]
DEPARTMENT OF INSURANCE
DOVER, DELAWARE
-------[GRAPHIC OF DIAMOND SYMBOL]-------
I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT the attached By-Laws (as amended December 21, 1993) of the
GOLDEN AMERICAN LIFE INSURANCE COMPANY, is a true and correct copy of the
document on file with this Department.
IN WITNESS WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL
SEAL OF THIS DEPARTMENT AT THE CITY OF
DOVER, THIS 7TH DAY OF JANUARY, 1994,
/S/ DONNA LEE H. WILLIAMS
--------------------------------------
Insurance Commissioner
--------------------------------------
Deputy Insurance Commissioner
<PAGE>
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GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------
CERTIFICATION
The undersigned deposes and says that he is the Secretary and General
Counsel for Golden American Life Insurance Company; that he is familiar with
the By-Laws of Golden American Life Insurance Company and the contents
thereof; that the attached copy of the By-Laws is a true and accurate copy
duly adopted by Golden American's Board of Directors.
/s/ Bernard R. Beckerlegge
--------------------------
Bernard R. Beckerlegge
Secretary and General Counsel
January 11, 1994
<PAGE>
<PAGE>
(AS AMENDED 12/21/93)
BY-LAWS
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
ARTICLE I
STOCKHOLDERS
Section 1.1. ANNUAL MEETINGS. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.
Section 1.2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by
a committee of the Board of Directors that has been duly designated by the
Board of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.
Section 1.3. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the certificate of
incorporation or these by-laws, the written notice of any meetings shall be
given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on
the records of the corporation.
Section 1.4. ADJOURNMENTS. Any meetings of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meetings at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 1.5. QUORUM. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of a majority in voting
power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.4 of these by-laws until
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a quorum shall attend. Shares of its own stock belonging to the corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the corporation or any subsidiary of the corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.
Section 1.6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of the
meeting shall announce at the meeting of stockholders the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote.
Section 1.7. VOTING: PROXIES. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or persons to act for him by proxy, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot. At all
meetings of stockholders for the election of directors a plurality of the
votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law, the certificate of incorporation or
these by-laws, be decided by the affirmative vote of the holders of a majority
in voting power of the shares of stock which are present in person or by proxy
and entitled to vote thereon.
Section 1.8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than sixty nor less than ten days before the date of such meeting; (2) in the
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case of determination of stockholders entitled to express consent to corporate
action in writing without a meeting, shall not be more than ten days from the
date upon which the resolution fixing the record date is adopted by the Board
of Directors; and (3) in the case of any other action, shall not be more than
sixty days prior to such other action. If no record date is fixed: (1) the
record date of determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when nor prior
action of the Board of Directors is required by law, shall be the first date
ion which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the corporation in accordance with applicable law,
or, if prior action by the Board of Directors is required by law, shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action; and (3) the record date for determine
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
Section 1.9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present. Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election
to any office at such meeting. Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.
Section 1.10. ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise
restricted by the certificate of incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered (by hand or by certified or registered mail, return
receipt requested) to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of minutes
of stockholders are recorded. Prompt notice of the taking of the corporate
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action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
Section 1.11. INSPECTORS OF ELECTION. The corporation may, and shall if
required by law, in advance of any meeting of stockholders, appoint one or
more inspectors of election, who may be employees of the corporation, to act
at the meeting or any adjournment thereof and to make a written report
thereof. The corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that no
inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock the
corporation outstanding and the voting power of each share, (ii) determine the
shares of capital stock of the corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares of capital stock of the
corporation represented at the meeting and such inspectors' count of all votes
and ballots. Such certification and report shall specify such other
information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.
Section 1.12. CONDUCT OF MEETINGS. The Board of Directors of the
corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to so
all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the
meeting, may include, without limitations, the following: (i) the
establishment of an agenda or order of business of the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to
questions or comment by participants. Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
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ARTICLE II
BOARD OF DIRECTORS
Section 2.1. NUMBER: QUALIFICATIONS. The Board of Directors shall
consist of not less than three (3) or more than twelve (12) members, the
number thereof to be determined from time to time by resolution of the Board
of Directors. Directors need not be stockholders.
Section 2.2. ELECTION: RESIGNATION; REMOVAL; VACANCIES. The Board of
Directors shall initially consist of the persons who were directors of the
corporation at the time of its redomestication to the State of Delaware, and
each such director shall hold office until the first annual meeting of
stockholders after such redomestication or until his successor is elected and
qualified. At each annual meeting of stockholders thereafter, the
stockholders shall elect directors each of whom shall hold office for a term
of one year or until his successor is elected and qualified. Any director may
resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining member of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he has
replaced or until his successor is elected and qualified.
Section 2.3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine,
and if so determined notices thereof need not be given.
Section 2.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary,
or by any member of the Board of Directors. Notice of a special meeting of
the Board of Directors shall be given by the person or persons calling the
meeting at least twenty-four hours before the special meeting.
Section 2.5. TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
by-law shall constitute presence in person at such meeting.
Section 2.6. QUORUM: VOTE REQUIRED FOR ACTION. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute
a quorum for the transaction of business. Except in cases in which the
certificate of incorporation, these by-laws or applicable law otherwise
provides, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
Section 2.7. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
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their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.8. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted
by the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
of Directors or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or such committee.
ARTICLE III
COMMITTEES
Section 3.1. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
a member of the committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in place of any such absent or disqualified member. Any
such committee, to the extent permitted by law and to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
Section 3.2. COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these by-
laws.
ARTICLE IV
OFFICERS
Section 4.1. EXECUTIVE OFFICER: ELECTION; QUALIFICATIONS; TERM OF
OFFICE; RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such
officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his election, and
until his successor is elected and qualified or until his earlier resignation
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or removal. Any officer may resign at any time upon written notice to the
corporation. The Board of Directors may remove any officer with or without
cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number
of offices may be held by the same person. Any vacancy occurring in any
office of the corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board of Directors at any
regular or special meeting.
Section 4.2. POWERS AND DUTIES OF EXECUTIVE OFFICERS. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.
ARTICLE V
STOCK
Section 5.1. CERTIFICATES. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, of the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation certifying the number of shares
owned by him in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer, transfer agent, or registrar at
the date of issue.
Section 5.2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES: ISSUANCE OF
NEW CERTIFICATES. The corporation may issue a new certificate of stock in he
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VI
INDEMNIFICATION
Section 6.1. RIGHT TO INDEMNIFICATION. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
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legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. The corporation shall be required to indemnify an indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if the initiation of such proceeding (or part thereof) by the indemnitee
was authorized by the Board of Directors of the corporation.
Section 6.2. PREPAYMENT OF EXPENSES. The corporation shall pay the
expenses (including attorney's fees) incurred by an indemnitee in defending
any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that
the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled
to be indemnified under this Article or otherwise.
Section 6.3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor by the indemnitee has been received by the corporation,
the indemnitee may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the expenses
of prosecuting such claim. In any such action the corporation shall have the
burden of proving that the indemnitee was not entitled to the requested
indemnification or payment of expenses under applicable law.
Section 6.4. NONEXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders
or disinterested directors or otherwise.
Section 6.5. OTHER INDEMNIFICATION. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or nonprofit enterprise.
Section 6.6. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
ARTICLE VII
MISCELLANEOUS
Section 7.1. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
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Section 7.2. SEAL. The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors.
Section 7.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
COMMITTEES. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 7.4. INTERESTED DIRECTORS: QUORUM. No contract or transaction
between the corporation and one or more of its directors or office, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are know to the Board
of Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are know to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.
Section 7.5. FORM OF RECORDS. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.
Section 7.6. AMENDMENT OF BY-LAWS. The by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the
stockholders may make additional by-laws and may alter and repeal any by-laws
whether adopted by them or otherwise.
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EXHIBIT (6)(c)
RESOLVED, the Board of Directors of Golden American Life
Insurance Company ("Golden American") hereby authorizes the use of
powers of attorney by each Golden American Director and Officer
granting to the General Counsel or any Associate General Counsel the
authority to sign as attorney-in-fact any and all of Golden
American's registration statements to be filed with the Security and
Exchange Commission and amendments thereto and any other documents
necessary or advisable in connection with Golden American's
registration statements or amendments thereto, each such power of
attorney becoming effective only upon its manual signature by the
Director and/or Officer granting said power of attorney.
EXHIBIT (8)(a)
PARTICIPATION AGREEMENT
AMONG
GOLDEN AMERICAN LIFE INSURANCE COMPANY,
PIMCO VARIABLE INSURANCE TRUST,
AND
PIMCO FUNDS DISTRIBUTORS LLC
THIS AGREEMENT, dated as of the 1st day of May, 1998 by
and among Golden American Life Insurance Company, (the "Company"),
a Delaware life insurance company, on its own behalf and on
behalf of each segregated asset account of the Company set forth
on Schedule A hereto as may be amended from time to time (each
account hereinafter referred to as the "Account"), PIMCO Variable
Insurance Trust (the "Fund"), a Delaware business trust, and
PIMCO Funds Distributors LLC (the "Underwriter"), 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 and variable annuity contracts (the "Variable
Insurance Products") to be offered by insurance companies which
have entered into participation agreements with the Fund and
Underwriter ("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");
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and shares of the
Portfolios are registered under the Securities Act of 1933, as
amended (the "1933 Act");
WHEREAS, Pacific Investment Management Company (the
"Adviser"), which serves as investment adviser to the Fund, is
duly registered as an investment adviser under the federal
Investment Advisers Act of 1940, as amended;
WHEREAS, the Company has issued or will issue certain
variable life insurance and/or variable annuity contracts
supported wholly or partially by the Account (the "Contracts"),
and said Contracts are listed in Schedule A hereto, as it may be
amended from time to time by mutual written agreement;
WHEREAS, the Account is duly established and maintained as a
segregated asset account, duly established by the Company, on the
date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid Contracts;
WHEREAS, the Underwriter, 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 A hereto, as it may be amended
from time to time by mutual written agreement (the "Designated
Portfolios") on behalf of the Account to fund the aforesaid
Contracts, and the Underwriter 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 and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1. This text is hidden, do not remove.
1.1. The Fund has granted to the Underwriter exclusive authority
to distribute the Fund's shares, and has agreed to instruct, and
has so instructed, the Underwriter to make available to the
Company for purchase on behalf of the Account Fund shares of
those Designated Portfolios selected by the Underwriter.
Pursuant to such authority and instructions, and subject to
Article X hereof, the Underwriter agrees to make available to the
Company for purchase on behalf of the Account, shares of those
Designated Portfolios listed on Schedule A to this Agreement,
such purchases to be effected at net asset value in accordance
with Section 1.3 of this Agreement. Notwithstanding the
foregoing, (i) Fund series (other than those listed on Schedule
A) in existence now or that may be established in the future will
be made available to the Company only as the Underwriter may so
provide, and (ii) the Board of Trustees of the Fund (the "Board")
may suspend or terminate the offering of Fund shares of any
Designated Portfolio or class thereof, if such action is required
by law or by regulatory authorities having jurisdiction or if, in
the sole discretion of the Board acting in good faith and in
light of its fiduciary duties under federal and any applicable
state laws, suspension or termination is necessary in the best
interests of the shareholders of such Designated Portfolio.
1.2. The Fund shall redeem, at the Company's request, any full or
fractional Designated Portfolio shares held by the Company on
behalf of the Account, such redemptions to be effected at net
asset value in accordance with Section 1.3 of this Agreement.
Notwithstanding the foregoing, (i) the Company shall not redeem
Fund shares attributable to Contract owners except in the
circumstances permitted in Section 10.3 of this Agreement, and
(ii) the Fund may delay redemption of Fund shares of any
Designated Portfolio to the extent permitted by the 1940 Act, and
any rules, regulations or orders thereunder.
1.3. Purchase and Redemption Procedures
(a) The Fund hereby appoints the Company as an agent of the Fund
for the limited purpose of receiving purchase and redemption
requests on behalf of the Account (but not with respect to any
Fund shares that may be held in the general account of the
Company) for shares of those Designated Portfolios made available
hereunder, based on allocations of amounts to the Account or
subaccounts thereof under the Contracts and other transactions
relating to the Contracts or the Account. Receipt of any such
request (or relevant transactional information therefor) on any
day the New York Stock Exchange is open for trading and on which
the Fund calculates it net asset value pursuant to the rules of
the SEC (a "Business Day") by the Company as such limited agent
of the Fund prior to the time that the Fund ordinarily calculates
its net asset value as described from time to time in the Fund
Prospectus (which as of the date of execution of this Agreement
is 4:00 p.m. Eastern Time) shall constitute receipt by the Fund
on that same Business Day, provided that the Fund receives notice
of such request by 9:30 a.m. Eastern Time on the next following
Business Day.
(b) The Company shall pay for shares of each Designated
Portfolio on the same day that it notifies the Fund of a purchase
request for such shares. Payment for Designated Portfolio shares
shall be made in federal funds transmitted to the Fund by wire to
be received by the Fund by 4:00 p.m. Eastern Time on the day the
Fund is notified of the purchase request for Designated Portfolio
shares (unless the Fund determines and so advises the Company
that sufficient proceeds are available from redemption of shares
of other Designated Portfolios effected pursuant to redemption
requests tendered by the Company on behalf of the Account). If
federal funds are not received on time, such funds will be
invested, and Designated Portfolio shares purchased thereby will
be issued, as soon as practicable and the Company shall promptly,
upon the Fund's request, reimburse the Fund for any charges,
costs, fees, interest or other expenses incurred by the Fund in
connection with any advances to, or borrowing or overdrafts by,
the Fund, or any similar expenses incurred by the Fund, as a
result of portfolio transactions effected by the Fund based upon
such purchase request. Upon receipt of federal funds so wired,
such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.
(c) Payment for Designated Portfolio shares redeemed by the
Account or the Company shall be made in federal funds transmitted
by wire to the Company or any other designated person on the next
Business Day after the Fund is properly notified of the
redemption order of such shares (unless redemption proceeds are
to be applied to the purchase of shares of other Designated
Portfolio in accordance with Section 1.3(b) of this Agreement),
except that the Fund reserves the right to redeem Designated
Portfolio shares in assets other than cash and to delay payment
of redemption proceeds to the extent permitted under Section
22(e) of the 1940 Act and any Rules thereunder, and in accordance
with the procedures and policies of the Fund as described in the
then current prospectus. The Fund shall not bear any
responsibility whatsoever for the proper disbursement or
crediting of redemption proceeds by the Company, the Company
alone shall be responsible for such action.
(d) Any purchase or redemption request for Designated Portfolio
shares held or to be held in the Company's general account shall
be effected at the net asset value per share next determined
after the Fund's receipt of such request, provided that, in the
case of a purchase request, payment for Fund shares so requested
is received by the Fund in federal funds prior to close of
business for determination of such value, as defined from time to
time in the Fund Prospectus.
1.4. The Fund shall use its best efforts to make the net asset
value per share for each Designated Portfolio available to the
Company by 6:30 p.m. Eastern Time each Business Day, and in any
event, as soon as reasonably practicable after the net asset
value per share for such Designated Portfolio is calculated, and
shall calculate such net asset value in accordance with the
Fund's Prospectus. Neither the Fund, any Designated Portfolio,
the Underwriter, nor any of their affiliates shall be liable for
any information provided to the Company pursuant to this
Agreement which information is based on incorrect information
supplied by the Company or any other Participating Insurance
Company to the Fund or the Underwriter.
1.5. The Fund shall furnish notice (by wire or telephone followed
by written confirmation) to the Company as soon as reasonably
practicable of any income dividends or capital gain distributions
payable on any Designated Portfolio shares. The Company, on its
behalf and on behalf of the Account, hereby elects to receive all
such dividends and distributions as are payable on any Designated
Portfolio shares in the form of additional shares of that
Designated Portfolio. The Company reserves the right, on its
behalf and on behalf of the Account, to revoke this election and
to receive all such dividends and capital gain distributions in
cash. The Fund shall notify the Company promptly of the number
of Designated Portfolio shares so issued as payment of such
dividends and distributions.
1.6. Issuance and transfer of Fund shares shall be by book entry
only. Stock certificates will not be issued to the Company or
the Account. Purchase and redemption orders for Fund shares
shall be recorded in an appropriate ledger for the Account or the
appropriate subaccount of the Account.
1.7. (a) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive; the Fund's
shares may be sold to other insurance companies (subject to
Section 1.8 hereof) and the cash value of the Contracts may be
invested in other investment companies, provided, however, that
until this Agreement is terminated pursuant to Article X, the
Company shall promote the Designated Portfolios on the same basis
as other funding vehicles available under the Contracts. Funding
vehicles other than those listed on Schedule A to this Agreement
may be available for the investment of the cash value of the
Contracts, provided, however, (i) any such vehicle or series
thereof, has investment objectives or policies that are
substantially different from the investment objectives and
policies of the Designated Portfolios available hereunder; (ii)
the Company gives the Fund and the Underwriter 45 days written
notice of its intention to make such other investment vehicle
available as a funding vehicle for the Contracts; and (iii)
unless such other investment company was available as a Funding
vehicle for the Contracts prior to the date of this Agreement and
the Company has so informed the Fund and the Underwriter prior to
their signing this Agreement, the Fund or Underwriter consents in
writing to the use of such other vehicle, such consent not to be
unreasonably withheld.
(a) This text is hidden, do not remove.
(b) The Company shall not, without prior notice to the
Underwriter (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
Underwriter (unless otherwise required by applicable law), induce
Contract owners 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 Contract owners to vote on any matter
submitted for consideration by the shareholders of the Fund in a
manner other than as recommended by the Board of Trustees of the
Fund.
1.8. The Underwriter and the Fund shall sell Fund shares only to
Participating Insurance Companies and their separate accounts and
to persons or plans ("Qualified Persons") that communicate to the
Underwriter and the Fund that they qualify to purchase shares of
the Fund under Section 817(h) of the Internal Revenue Code of
1986, as amended (the "Code") and the regulations thereunder
without impairing the ability of the Account to consider the
portfolio investments of the Fund as constituting investments of
the Account for the purpose of satisfying the diversification
requirements of Section 817(h). The Underwriter and the Fund
shall not sell Fund shares to any insurance company or separate
account unless an agreement complying with Article VI of this
Agreement is in effect to govern such sales, to the extent
required. The Company hereby represents and warrants that it and
the Account are Qualified Persons. The Fund reserves the right
to cease offering shares of any Designated Portfolio in the
discretion of the Fund.
ARTICLE II. Representations and Warranties
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2.1. The Company represents and warrants that the Contracts (a)
are, or prior to issuance will be, registered under the 1933 Act,
or (b) are not registered because they are properly exempt from
registration under the 1933 Act or will be offered exclusively in
transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the
Contracts will be issued and sold in compliance in all material
respects with all applicable federal securities and state
securities and insurance laws and that the sale of the Contracts
shall comply in all material respects with state insurance
suitability requirements. The Company further represents and
warrants that it is an insurance company duly organized and in
good standing under applicable law, that it has legally and
validly established the Account prior to any issuance or sale
thereof as a segregated asset account under [insert state]
insurance laws, and that it (a) has registered or, prior to any
issuance or sale of the Contracts, will register the Account as a
unit investment trust in accordance with the provisions of the
1940 Act to serve as a segregated investment account for the
Contracts, or alternatively (b) has not registered the Account in
proper reliance upon an exclusion from registration under the
1940 Act. The Company shall register and qualify the Contracts
or interests therein as securities in accordance with the laws of
the various states only if and to the extent deemed advisable by
the Company.
2.2. The Fund represents and warrants that Fund shares sold
pursuant to this Agreement shall be registered under the 1933
Act, duly authorized for issuance and sold in compliance with
applicable state and federal securities laws and that the Fund is
and shall remain registered under the 1940 Act. The Fund shall
amend the registration statement for its shares under the 1933
Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares. The Fund shall
register and qualify the shares for sale in accordance with the
laws of the various states only if and to the extent deemed
advisable by the Fund or the Underwriter.
2.3. The Fund may make payments to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act. Prior to financing
distribution expenses pursuant to Rule 12b-1, the Fund will have
the Board, a majority of whom are not interested persons of the
Fund, formulate and approve a plan pursuant to Rule 12b-1 under
the 1940 Act to finance distribution expenses.
2.4. The Fund makes no representations as to whether any aspect
of its operations, including, but not limited to, investment
policies, fees and expenses, complies with the insurance and
other applicable laws of the various states.
2.5. The Fund represents that it is lawfully organized and
validly existing under the laws of the State of Delaware and that
it does and will comply in all material respects with the 1940
Act.
2.6. The Underwriter represents and warrants that it is a member
in good standing of the NASD and is registered as a broker-dealer
with the SEC. The Underwriter further represents that it will
sell and distribute the Fund shares in accordance with any
applicable state and federal securities laws.
2.7. The Fund and the Underwriter represent and warrant that all
of their trustees/directors, 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 a blanket fidelity bond or similar
coverage for the benefit of the Fund in an amount not less than
the minimum coverage as required currently by Rule 17g-1 of the
1940 Act or related provisions as may be promulgated from time to
time. The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.8. The Company represents and warrants that all of its
directors, officers, employees, and other individuals/entities
employed or controlled by the Company dealing with the money
and/or securities of the Account are covered by a blanket
fidelity bond or similar coverage for the benefit of the Account,
in an amount not less than $5 million. The aforesaid bond
includes coverage for larceny and embezzlement and is issued by a
reputable bonding company. The Company agrees to hold for the
benefit of the Fund and to pay to the Fund any amounts lost from
larceny, embezzlement or other events covered by the aforesaid
bond to the extent such amounts properly belong to the Fund
pursuant to the terms of this Agreement. The Company agrees to
make all reasonable efforts to see that this bond or another bond
containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such
coverage no longer applies.
ARTICLE III. Prospectuses and Proxy Statements; Voting
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3.1. The Underwriter shall provide the Company with as many
copies of the Fund's current prospectus (describing only the
Designated Portfolios listed on Schedule A) or, to the extent
permitted, the Fund's profiles as the Company may reasonably
request. The Company shall bear the expense of printing copies
of the current prospectus and profiles for the Contracts that
will be distributed to existing Contract owners, and the Company
shall bear the expense of printing copies of the Fund's
prospectus and profiles that are used in connection with offering
the Contracts issued by the Company. If requested by the Company
in lieu thereof, the Fund shall provide such documentation
(including a final copy of the new prospectus on diskette at the
Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if
the prospectus for the Fund is amended) to have the prospectus
for the Contracts and the Fund's prospectus or profile printed
together in one document (such printing to be at the Company's
expense).
3.2. The Fund's prospectus shall state that the current Statement
of Additional Information ("SAI") for the Fund is available, and
the Underwriter (or the Fund), at its expense, shall provide a
reasonable number of copies of such SAI free of charge to the
Company for itself and for any owner of a Contract who requests
such SAI.
3.3. The Fund shall provide the Company with information
regarding the Fund's expenses, which information may include a
table of fees and related narrative disclosure. for use in any
prospectus or other descriptive document relating to a Contract.
The Company agrees that it will use such information in the form
provided. The Company shall provide prior written notice of any
proposed modification of such information, which notice will
describe in detail the manner in which the Company proposes to
modify the information, and agrees that it may not modify such
information in any way without the prior consent of the Fund.
3.4. The Fund, at its expense, shall provide the Company with
copies of its proxy material, reports to shareholders, and other
communications to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.
3.5. The Company shall:
(i) solicit voting instructions from Contract owners;
(ii) vote the Fund shares in accordance with instructions
received from Contract owners; and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such portfolio
for which instructions have been received,
so long as and to the extent that the SEC continues to interpret
the 1940 Act to require pass-through voting privileges for
variable contract owners or to the extent otherwise required by
law. The Company will vote Fund shares held in any segregated
asset account in the same proportion as Fund shares of such
portfolio for which voting instructions have been received from
Contract owners, to the extent permitted by law.
3.6. Participating Insurance Companies shall be responsible for
assuring that each of their separate accounts participating in a
Designated Portfolio calculates voting privileges as required by
the Shared Funding Exemptive Order and consistent with any
reasonable standards that the Fund may adopt and provide in
writing.
ARTICLE IV. Sales Material and Information
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4.1. The Company shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or
other promotional material that the Company develops and in which
the Fund (or a Designated Portfolio thereof) or the Adviser or
the Underwriter is named. No such material shall be used until
approved by the Fund or its designee, and the Fund will use its
best efforts for it or its designee to review such sales
literature or promotional material within ten Business Days after
receipt of such material. The Fund or its designee reserves the
right to reasonably object to the continued use of any such sales
literature or other promotional material in which the Fund (or a
Designated Portfolio thereof) or the Adviser or the Underwriter
is named, and no such material shall be used if the Fund or its
designee so object.
4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning
the Fund or the Adviser or the Underwriter in connection with the
sale of the Contracts other than the information or
representations contained in the registration statement or
prospectus or SAI for the Fund shares, as such registration
statement and prospectus or SAI may be amended or supplemented
from time to time, or in reports or proxy statements for the
Fund, or in sales literature or other promotional material
approved by the Fund or its designee or by the Underwriter,
except with the permission of the Fund or the Underwriter or the
designee of either.
4.3. The Fund and the Underwriter, or their designee, shall
furnish, or cause to be furnished, to the Company, each piece of
sales literature or other promotional material that it develops
and in which the Company, and/or its Account, is named. No such
material shall be used until approved by the Company, and the
Company will use its best efforts to review such sales literature
or promotional material within ten Business Days after receipt of
such material. The Company reserves the right to reasonably
object to the continued use of any such sales literature or other
promotional material in which the Company and/or its Account is
named, and no such material shall be used if the Company so
objects.
4.4. The Fund and the Underwriter shall not give any information
or make any representations on behalf of the Company or
concerning the Company, the Account, or the Contracts other than
the information or representations contained in a registration
statement, prospectus (which shall include an offering
memorandum, if any, if the Contracts issued by the Company or
interests therein are not registered under the 1933 Act), or SAI
for the Contracts, as such registration statement, prospectus, or
SAI may be amended or supplemented from time to time, or in
published reports for the Account which are in the public domain
or approved by the Company for distribution to Contract owners,
or in sales literature or other promotional material approved by
the Company or its designee, except with the permission of the
Company.
4.5. The Fund will provide to the Company at least one complete
copy of all registration statements, prospectuses, SAIs, reports,
proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action
letters, and all amendments to any of the above, that relate to
the Fund or its shares, promptly after the filing of such
document(s) with the SEC or other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete
copy of all registration statements, prospectuses (which shall
include an offering memorandum, if any, if the Contracts issued
by the Company or interests therein are not registered under the
1933 Act), SAIs, reports, solicitations for voting instructions,
sales literature and other promotional materials, applications
for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Contracts or
the Account, promptly after the filing of such document(s) with
the SEC or other regulatory authorities. The Company shall
provide to the Fund and the Underwriter any complaints received
from the Contract owners pertaining to the Fund or the Designated
Portfolio.
4.7. The Fund will provide the Company with as much notice as is
reasonably practicable of any proxy solicitation for any
Designated Portfolio, and of any material change in the Fund's
registration statement, particularly any change resulting in a
change to the registration statement or prospectus for any
Account. The Fund will work with the Company so as to enable the
Company to solicit proxies from Contract owners, or to make
changes to its prospectus or registration statement, in an
orderly manner. The Fund will make reasonable efforts to attempt
to have changes affecting Contract prospectuses become effective
simultaneously with the annual updates for such prospectuses.
4.8. For purposes of this Article IV, the phrase "sales
literature and other promotional materials" includes, but is not
limited to, any of the following that refer to the Fund or any
affiliate of the Fund: advertisements (such as material
published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other
public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the
public, including brochures, circulars, reports, market letters,
form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article),
educational or training materials or other communications
distributed or made generally available to some or all agents or
employees, and registration statements, prospectuses, SAIs,
shareholder reports, proxy materials, and any other
communications distributed or made generally available with
regard to the Fund.
ARTICLE V. Fees and Expenses
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5.1. The Fund and the Underwriter shall pay no fee or other
compensation to the Company under this Agreement, except that if
the Fund or any Portfolio adopts and implements a plan pursuant
to Rule 12b-1 to finance distribution expenses, then the Fund or
Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the
Underwriter in writing, and such payments will be made out of
existing fees otherwise payable to the Underwriter, past profits
of the Underwriter, or other resources available to the
Underwriter. Currently, no such payments are contemplated.
5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it
that all its shares are registered and authorized for issuance in
accordance with applicable federal law and, if and to the extent
deemed advisable by the Fund, in accordance with applicable state
laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares,
preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in
type, setting in type and printing the proxy materials and
reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of
all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.
5.3. The Company shall bear the expenses of distributing the
Fund's prospectus to owners of Contracts issued by the Company
and of distributing the Fund's proxy materials and reports to
such Contract owners.
ARTICLE VI. Diversification and Qualification
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6.1. The Fund will invest its assets in such a manner as to
ensure that the Contracts will be treated as annuity or life
insurance contracts, whichever is appropriate, under the Code and
the regulations issued thereunder (or any successor provisions).
Without limiting the scope of the foregoing, each Designated
Portfolio has complied and will continue to comply with Section
817(h) of the Code and Treasury Regulation 1.817-5, and any
Treasury interpretations thereof, relating to the diversification
requirements for variable annuity, endowment, or life insurance
contracts, and any amendments or other modifications or successor
provisions to such Section or Regulations. In the event of a
breach of this Article VI by the Fund, it will take all
reasonable steps (a) to notify the Company of such breach and (b)
to adequately diversify the Fund so as to achieve compliance
within the grace period afforded by 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 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
Code, and that it will make every effort to maintain such
treatment, and that it will notify the Fund and the Underwriter
immediately upon having a reasonable basis for believing the
Contracts have ceased to be so treated or that they might not be
so treated in the future. The Company agrees that any prospectus
offering a contract that is a "modified endowment contract" as
that term is defined in Section 7702A of the Code (or any
successor or similar provision), shall identify such contract as
a modified endowment contract.
ARTICLE VII. Potential Conflicts
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The following provisions shall apply only upon issuance of the
Mixed and Shared Funding Order and the sale of shares of the Fund
to variable life insurance separate accounts, and then only to
the extent required under the 1940 Act.
7.1. The Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the
Contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative
letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference
in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an
insurer to disregard the voting instructions of contract owners.
The Board shall promptly inform the Company if it determines that
an irreconcilable material conflict exists and the implications
thereof.
7.2. The Company will report any potential or existing conflicts
of which it is aware to the Board. The Company will assist the
Board in carrying out its responsibilities under the Mixed and
Shared Funding Exemptive Order, by providing the Board with all
information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever Contract
owner voting instructions are disregarded.
7.3. If it is determined by a majority of the Board, or a
majority of its disinterested members, that a material
irreconcilable conflict exists, the Company and other
Participating Insurance Companies shall, at their expense and to
the extent reasonably practicable (as determined by a majority of
the disinterested Board members), take whatever steps are
necessary to remedy or eliminate the irreconcilable material
conflict, up to and including: (1) withdrawing the assets
allocable to some or all of the separate accounts from the Fund
or any Portfolio and reinvesting such assets in a different
investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such
segregation should be implemented to a vote of all affected
contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life
insurance contract owners, or variable contract owners of one or
more Participating Insurance Companies) that votes in favor of
such segregation, or offering to the affected contract owners the
option of making such a change; and (2) establishing a new
registered management investment company or managed separate
account.
7.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard Contract owner voting
instructions and that decision represents a minority position or
would preclude a majority vote, the Company may be required, at
the Fund's election, to withdraw the Account's investment in the
Fund and terminate this Agreement with respect to each Account;
provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and
termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented,
and until the end of that six month period the Fund shall
continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the
Company conflicts with the majority of other state regulators,
then the Company will withdraw the affected Account's investment
in the Fund and terminate this Agreement with respect to such
Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the
Board. Until the end of the foregoing six month period, the 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 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 Board determines that any proposed action does
not adequately remedy any irreconcilable material conflict, then
the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the
Board informs the Company in writing of the foregoing
determination; provided, however, that such withdrawal and
termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of
the disinterested members of the Board.
7.7. If and to the extent the Mixed and Shared Funding Exemption
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 extent that terms
and conditions substantially identical to such Sections are
contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
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8.1. Indemnification By the Company
8.1(a). The Company agrees to indemnify and hold
harmless the Fund and the Underwriter and each of its
trustees/directors and officers, and each person, if any, who
controls the Fund or Underwriter within the meaning of Section 15
of the 1933 Act or who is under common control with the
Underwriter (collectively, the "Indemnified Parties" for purposes
of this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the
written consent of the Company) or litigation (including legal
and other expenses), to which the Indemnified Parties may become
subject under any statute or regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or
alleged untrue statements of any material fact contained in the
registration statement, prospectus (which shall include a written
description of a Contract that is not registered under the 1933
Act), or SAI for the Contracts or contained in the Contracts or
sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by or on behalf of the Fund
for use in the registration statement, prospectus or SAI for the
Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus, SAI, or sales literature of
the Fund not supplied by the Company or persons under its
control) or wrongful conduct of the Company or its agents or
persons under the Company's authorization or control, with
respect to the sale or distribution of the Contracts or Fund
Shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement, prospectus, SAI, or sales literature of the Fund or
any amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such a statement or omission was made in reliance
upon information furnished to the Fund by or on behalf of the
Company; or
(iv) arise as a result of any material failure by the Company to
provide the services and furnish the materials under the terms of
this Agreement (including a failure, whether unintentional or in
good faith or otherwise, to comply with the qualification
requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Company;
(vi) as limited by and in accordance with the provisions of
Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under
this indemnification provision with respect to any losses,
claims, damages, liabilities or litigation to which an
Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties
or by reason of such Indemnified Party's reckless disregard of
its obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under
this indemnification provision with respect to any claim made
against an Indemnified Party unless such Indemnified Party shall
have notified the Company in writing within a reasonable time
after the summons or other first legal process giving information
of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but
failure to notify the Company of any such claim shall not relieve
the Company from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any
such action is brought against an Indemnified Party, the Company
shall be entitled to participate, at its own expense, in the
defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the
party named in the action. After notice from the Company to such
party of the Company's election to assume the defense thereof,
the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs
of investigation.
8.1(d). The Indemnified Parties will promptly
notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale
of the Fund shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and
hold harmless the Company and each of its directors and officers
and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against
any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the
Underwriter) or litigation (including legal and other expenses)
to which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement or prospectus or SAI or sales literature
of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon
and in conformity with information furnished to the Underwriter
or Fund by or on behalf of the Company for use in the
registration statement, prospectus or SAI for the Fund or in
sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts or Fund
shares; or
(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
registration statement, prospectus, SAI or sales literature for
the Contracts not supplied by the Underwriter or persons under
its control) or wrongful conduct of the Fund or Underwriter or
persons under their control, with respect to the sale or
distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement, prospectus, SAI or sales literature covering the
Contracts, or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon information furnished to the
Company by or on behalf of the Fund or the Underwriter; or
(iv) arise as a result of any failure by the Fund or the
Underwriter to provide the services and furnish the materials
under the terms of this Agreement (including a failure of the
Fund, whether unintentional or in good faith or otherwise, to
comply with the diversification and other qualification
requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Underwriter;
as limited by and in accordance with the provisions of Sections
8.2(b) and 8.2(c) hereof.
8.2(b). The Underwriter shall not be liable
under this indemnification provision with respect to any losses,
claims, damages, liabilities or litigation to which an
Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance or such Indemnified Party's duties
or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Company or
the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable
under this indemnification provision with respect to any claim
made against an Indemnified Party unless such Indemnified Party
shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any
designated agent), but failure to notify the Underwriter of any
such claim shall not relieve the Underwriter from any liability
which it may have to the Indemnified Party against whom such
action is brought otherwise than on account of this
indemnification provision. In case any such action is brought
against the Indemnified Party, the Underwriter will be entitled
to participate, at its own expense, in the defense thereof. The
Underwriter also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the action.
After notice from the Underwriter to such party of the
Underwriter's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Underwriter will not
be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable
costs of investigation.
The Company agrees promptly to notify the
Underwriter of the commencement of any litigation or proceedings
against it or any of its officers or directors in connection with
the issuance or sale of the Contracts or the operation of the
Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold
harmless the Company and each of its directors and officers and
each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.3) against any and all
losses, claims, expenses, damages, liabilities (including amounts
paid in settlement with the written consent of the Fund) or
litigation (including legal and other expenses) to which the
Indemnified Parties may be required to pay or may become subject
under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, expenses, damages, liabilities or
expenses (or actions in respect thereof) or settlements, are
related to the operations of the Fund and:
(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in good
faith or otherwise, to comply with the diversification and other
qualification requirements specified in Article VI of this
Agreement); or
(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Fund;
as limited by and in accordance with the provisions of Sections
8.3(b) and 8.3(c) hereof.
8.3(b). The Fund shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation to which an Indemnified Party
would otherwise be subject by reason of such Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of
such Indemnified Party's reckless disregard of obligations and
duties under this Agreement or to the Company, the Fund, the
Underwriter or the Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this
indemnification provision with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall have
notified the Fund in writing within a reasonable time after the
summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified
Party (or after such Indemnified Party shall have received notice
of such service on any designated agent), but failure to notify
the Fund of any such claim shall not relieve the Fund from any
liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund will be entitled to
participate, at its own expense, in the defense thereof. The
Fund also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action. After
notice from the Fund to such party of the Fund's election to
assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and
the Fund will not be liable to such party under this Agreement
for any legal or other expenses subsequently incurred by such
party independently in connection with the defense thereof other
than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree
promptly to notify the Fund of the commencement of any litigation
or proceeding against it or any of its respective officers or
directors in connection with the Agreement, the issuance or sale
of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9. This text is hidden, do not remove.
9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of
California.
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. This text is hidden, do not remove.
10.1. This Agreement shall continue in full force and effect
until the first to occur of:
(a) termination by any party, for any reason with respect to
some or all Designated Portfolios, by three (3) months advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and
the Underwriter based upon the Company's determination that
shares of the Fund are not reasonably available to meet the
requirements of the Contracts; or
(c) termination by the Company by written notice to the Fund and
the Underwriter in the event any of the Designated Portfolio's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the use
of such shares as the underlying investment media of the
Contracts issued or to be issued by the Company; or
(d) termination by the Fund or Underwriter in the event that
formal administrative proceedings are instituted against the
Company by the NASD, the SEC, the Insurance Commissioner or like
official of any state or any other regulatory body regarding the
Company's duties under this Agreement or related to the sale of
the Contracts, the operation of any Account, or the purchase of
the Fund's shares; provided, however, that the Fund or
Underwriter determines in its sole judgment exercised in good
faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Company to
perform its obligations under this Agreement; or
(e) termination by the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the SEC, or any state securities or
insurance department or any other regulatory body; provided,
however, that the Company determines in its sole judgment
exercised in good faith, that any such administrative proceedings
will have a material adverse effect upon the ability of the Fund
or Underwriter to perform its obligations under this Agreement;
or
(f) termination by the Company by written notice to the Fund and
the Underwriter with respect to any Designated Portfolio in the
event that such Portfolio ceases to qualify as a Regulated
Investment Company under Subchapter M or fails to comply with the
Section 817(h) diversification requirements specified in Article
VI hereof, or if the Company reasonably believes that such
Portfolio may fail to so qualify or comply; or
(g) termination by the Fund or Underwriter by written notice to
the Company in the event that the Contracts fail to meet the
qualifications specified in Article VI hereof; or
(h) termination by either the Fund or the Underwriter by written
notice to the Company, if either one or both of the Fund or the
Underwriter respectively, shall determine, in their sole judgment
exercised in good faith, that the Company has suffered a material
adverse change in its business, operations, financial condition,
or prospects since the date of this Agreement or is the subject
of material adverse publicity; or
(i) termination by the Company by written notice to the Fund and
the Underwriter, if the Company shall determine, in its sole
judgment exercised in good faith, that the Fund, Adviser, or the
Underwriter has suffered a material adverse change in its
business, operations, financial condition or prospects since the
date of this Agreement or is the subject of material adverse
publicity; or
(j) termination by the Fund or the Underwriter by written notice
to the Company, if the Company gives the Fund and the Underwriter
the written notice specified in Section 1.7(a)(ii) hereof and at
the time such notice was given there was no notice of termination
outstanding under any other provision of this Agreement;
provided, however, any termination under this Section 10.1(j)
shall be effective forty-five days after the notice specified in
Section 1.7(a)(ii) was given; or
(k) termination by the Company upon any substitution of the
shares of another investment company or series thereof for shares
of a Designated Portfolio of the Fund in accordance with the
terms of the Contracts, provided that the Company has given at
least 45 days prior written notice to the Fund and Underwriter of
the date of substitution; or
(l) termination by any party in the event that the Fund's Board
of Trustees determines that a material irreconcilable conflict
exists as provided in Article VII.
10.2. Notwithstanding any termination of this Agreement, the
Fund and the Underwriter shall, at the option of the Company,
continue to make available additional shares of the Fund pursuant
to the terms and conditions of this Agreement, for all Contracts
in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"), unless the
Underwriter requests that the Company seek an order pursuant to
Section 26(b) of the 1940 Act to permit the substitution of other
securities for the shares of the Designated Portfolios. The
Underwriter agrees to split the cost of seeking such an order,
and the Company agrees that it shall reasonably cooperate with
the Underwriter and seek such an order upon request.
Specifically, the owners of the Existing Contracts may be
permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contracts
(subject to any such election by the Underwriter). The parties
agree that this Section 10.2 shall not apply to any terminations
under Article VII and the effect of such Article VII terminations
shall be governed by Article VII of this Agreement. The parties
further agree that this Section 10.2 shall not apply to any
terminations under Section 10.1(g) of this Agreement.
10.3. The Company shall not redeem Fund shares attributable
to the Contracts (as opposed to Fund shares attributable to the
Company's assets held in the Account) except (i) as necessary to
implement Contract owner initiated or approved transactions, (ii)
as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"),
(iii) upon 45 days prior written notice to the Fund and
Underwriter, as permitted by an order of the SEC pursuant to
Section 26(b) of the 1940 Act, but only if a substitution of
other securities for the shares of the Designated Portfolios is
consistent with the terms of the Contracts, or (iv) as permitted
under the terms of the Contract. Upon request, the Company will
promptly furnish to the Fund and the Underwriter reasonable
assurance that any redemption pursuant to clause (ii) above is a
Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contacts, the Company shall not
prevent Contract owners from allocating payments to a Portfolio
that was otherwise available under the Contracts without first
giving the Fund or the Underwriter 45 days notice of its
intention to do so.
10.4. Notwithstanding any termination of this Agreement, each
party's obligation under Article VIII to indemnify the other
parties shall survive.
ARTICLE XI. Notices
11. This text is hidden, do not remove.
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: PIMCO Variable Insurance
Trust
840 Newport Center Drive, Suite 360
Newport Beach, CA 92660
If to the Company:
If to Underwriter: PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, CT 06902
ARTICLE XII. Miscellaneous
12. This text is hidden, do not remove.
12.1. All persons dealing with the Fund must look solely to
the property of the Fund, and in the case of a series company,
the respective Designated Portfolios listed on Schedule A hereto
as though each such Designated Portfolio had separately
contracted with the Company and the Underwriter for the
enforcement of any claims against the Fund. The parties agree
that neither the Board, officers, agents or shareholders of the
Fund assume any personal liability or responsibility for
obligations entered into by or on behalf of the Fund.
12.2. Subject to the requirements of legal process and
regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the
Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or
utilize such names and addresses and other confidential
information without the express written consent of the affected
party until such time as such information has come into the
public domain.
12.3. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate
any of the provisions hereof or otherwise affect their
construction or effect.
12.4. This Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute
one and the same instrument.
12.5. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement shall not be affected thereby.
12.6. Each party hereto shall cooperate with each other party
and all appropriate governmental authorities (including without
limitation the SEC, the NASD, and state insurance regulators) and
shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party
hereto further agrees to furnish the [insert state] Insurance
Commissioner with any information or reports in connection with
services provided under this Agreement which such Commissioner
may request in order to ascertain whether the variable annuity
operations of the Company are being conducted in a manner
consistent with the [insert state] variable annuity laws and
regulations and any other applicable law or regulations.
12.7. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all
rights, remedies, and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations
hereunder may not be assigned by any party without the prior
written consent of all parties hereto.
12.9. The Company shall furnish, or shall cause to be
furnished, to the Fund or its designee copies of the following
reports:
(a) the Company's annual statement (prepared under statutory
accounting principles) and annual report (prepared under
generally accepted accounting principles) filed with any state or
federal regulatory body or otherwise made available to the
public, as soon as practicable and in any event within 90 days
after the end of each fiscal year; and
(b) any registration statement (without exhibits) and financial
reports of the Company filed with the Securities and Exchange
Commission or any state insurance regulatory, as soon as
practicable after the filing thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative and its seal to be hereunder
affixed hereto as of the date specified below.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By its authorized officer
By:/s/Barnett Chernow
---------------------------
Barnett Chernow
Title: President
------------------------
Date: May 1, 1998
------------------------
PIMCO VARIABLE INSURANCE TRUST
By its authorized officer
By:/s/ Brent R. Harris
---------------------------
Title: Chairman
------------------------
Date: May 1, 1998
------------------------
PIMCO FUNDS DISTRIBUTORS LLC
By its authorized officer
By:/s/ Newton Schott
---------------------------
Title: Executive Vice President
------------------------
Date: May 1, 1998
------------------------
8194921.doc
EXHIBIT (8)(d)
ASSET MANAGEMENT AGREEMENT
THIS ASSET MANAGEMENT AGREEMENT (the "Agreement"), dated January
20, 1998, and effective as of the date specified in Section 17 hereof, is by
and between GOLDEN AMERICAN LIFE INSURANCE COMPANY, a Delaware corporation
(the "Client"), and ING INVESTMENT MANAGEMENT LLC, a Delaware limited
liability company ("ING-IM").
SECTION 1. APPOINTMENT OF ING-IM - The Client hereby appoints ING-IM to
provide asset management services for the Client's general account (the
"Account") under the terms and conditions set forth in this Agreement. ING-
IM hereby accepts such appointment and agrees to provide such asset
management services as are specified in EXHIBIT "A" attached hereto and
incorporated herein by reference.
SECTION 2. RECOMMENDATIONS - INVESTMENTS - ING-IM shall make
recommendations to the Client relating to the direction and management of the
investment and reinvestment of assets in the Account and any additions
thereto. No cash or securities due to or held for the Account shall be paid
or delivered to ING-IM except in payment of the fee payable to ING-IM under
this Agreement.
SECTION 3. DISCRETIONARY AUTHORITY - BROKERAGE - ING-IM shall have full
and complete discretion to establish brokerage accounts in the name of the
Client and execute transactions in securities markets in the name of the
Client, pursuant to proper authorization from the Client, through one or more
securities broker/dealer firms as ING-IM may select, including those which
from time to time may furnish to ING-IM statistical and investment research
information and other services. The Client accepts the Statement of Policy
on Brokerage Practices which is attached to this Agreement as EXHIBIT "B" and
incorporated herein by reference. This policy may be modified by ING-IM in
consultation with the Client.
SECTION 4. INVESTMENT OBJECTIVES - The investment objectives and
guidelines for the Account will be communicated in writing by the Client from
time to time. ING-IM will utilize these objectives in managing the Account.
SECTION 5. ADMINISTRATIVE SERVICES - ING-IM will provide the Client with
the following administrative services: preparation of Schedules B and D to
the Client's annual statement; pricing of portfolios on a periodic basis as
mutually agreed; mortgage loan servicing for both direct and mortgage banker-
serviced loans; private placement securities servicing; coordination of
purchases and sales at custodian bank; and coordination of securities lending
by agent banks.
SECTION 6. FEES - The Client will pay to ING-IM as full compensation for
services rendered a quarterly fee based on the quarterly fees set for in
EXHIBIT "C" attached hereto and incorporated herein by reference, as it may
be amended in writing.
If ING-IM shall serve for less than the whole of any quarterly period, its
compensation determined as provided above shall be calculated and shall be
payable on a pro rata basis for the period of the calendar quarter for which
it has served as an adviser hereunder.
SECTION 7. PROCEDURES - All transactions will be consummated by payment
to, or delivery by, the Client, or such other party as the Client may
designate in writing (the "Custodian") of all cash and/or securities due to
or from the Account. ING-IM shall not act as custodian for the Account. The
Client shall establish a procedure for transmitting approvals, directives and
authorizations from the Client to ING-IM. Such procedures, once established,
shall continue until modified, in whole or in part, by the Client. The
Client retains the full right and authority to modify, amend, alter and
repeal all such procedures in its sole discretion. ING-IM shall instruct all
brokers or dealers executing orders on behalf of the Account to forward to
the Client and/or the Custodian copies of all brokerage confirmations
promptly after execution of transactions. The Client will instruct the
Custodian, if any, to provide ING-IM with such periodic reports concerning
the status of the Account as ING-IM may reasonably request. Unless otherwise
notified in writing by Client, ING-IM shall be authorized to rely upon
instruction received from the named Client representatives set forth in
EXHIBIT "D" attached hereto and incorporated herein by reference.
SECTION 8. PROXIES - ING-IM shall vote securities held in the Account in
response to proxies solicited by the issuers of such securities in accordance
with guidelines established by Client. ING-IM will provide such information
with respect to such voting as the Client may reasonably request.
SECTION 9. SERVICE TO OTHER CLIENTS - It is understood that ING-IM
provides asset management services for other clients. It is further
understood that ING-IM may take management action on behalf of such other
clients which differs from management action taken on behalf of the Account.
If the purchase or sale of securities for the Account and for one or more
such other clients is considered at or about the same time, the transactions
in such securities will be allocated among the several clients in a manner
deemed equitable by ING-IM.
SECTION 10. LIABILITY OF ING-IM - In rendering services under this
Agreement, ING-IM will not be subject to any liability to the Client to any
other party for any act or omission of ING-IM except as the result of ING-
IM's gross negligence or willful misconduct. Nothing herein shall in any way
constitute a waiver or limitation of any right of any person under applicable
Federal or State law.
SECTION 11. REPRESENTATIONS BY CLIENT - The Client hereby represents and
warrants in favor of ING-IM as follows:
(a) The Client has the power and authority (i) to enter into and
execute this Agreement and (ii) to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(b) This Agreement has been duly authorized, validly executed and
delivered by one or more authorized signatories of the Client, and this
Agreement constitutes a legal, valid and binding obligation of the Client,
enforceable against the Client in accordance with its terms; and
(c) The execution and delivery of this Agreement and the Client's
performance hereunder do not and will not be in contravention of or in
conflict with the Client's charter documents or the provisions of any
statute, judgment, order, indenture, instrument, agreement or undertaking to
which the Client is a party or by which the Client's assets or properties are
or may become bound. The Client has obtained all necessary consents and
approvals of all regulatory and governmental authorities and agencies have
jurisdiction over the Client for the Client to execute and deliver this
Agreement and to perform hereunder.
SECTION 12. FORM ADV PART II - The parties hereto acknowledge that,
concurrently with the execution of this Agreement, ING-IM is furnishing to
Client, for Client's review and inspection, a copy of Form ADV Part II most
recently filed by ING-IM with the Securities and Exchange Commission. Upon
Client's written or oral request, ING-IM shall provide to Client a copy of
any future Form ADV Part II.
SECTION 13. TERMINATION - This Agreement may be terminated by either
party on the month-end next following receipt of written notice of
termination.
SECTION 14. NOTICE - Any notice, advice or report to be given pursuant
to this Agreement shall be delivered or mailed:
To ING-IM: ING INVESTMENT MANAGEMENT LLC
5780 Powers Ferry Road, NW
Suite 300
Atlanta, GA 30327-4349
To Client: GOLDEN AMERICAN LIFE INSURANCE COMPANY
1001 Jefferson Street
Suite 400
Wilmington, DE 19801
SECTION 15. CONSTRUCTION OF AGREEMENT - This Agreement shall be
construed and the rights and obligations of the parties hereunder enforced in
accordance with the laws of the State of Georgia.
SECTION 16. ASSIGNMENT - This Agreement shall bind and inure to the
benefit of and be enforceable by the parties hereto and their permitted
successors and assigns hereunder; provided, however, that ING-IM may not
assign its rights and obligations under this Agreement unless and until it
shall have first received the prior written consent of the Client. The above
consent may be withheld for any reason, but if such consent is given, ING-
IM's assignee shall be required to assume and agree to perform all the
obligations of ING-IM hereunder and ING-IM shall remain fully liable for the
full and faithful performance of all obligations arising prior to any such
assignment.
SECTION 17. EFFECTIVE DATE - Notwithstanding the date set forth in the
first paragraph hereof, this Agreement shall be effective as of January 1,
1998.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed by their duly authorized officers, all as of the day
and year first above.
CLIENT: GOLDEN AMERICAN LIFE INSURANCE
COMPANY
By/s/ David L. Jacobson
_________________________________
Title: Senior Vice President
________________________________
ING-IM: ING INVESTMENT MANAGEMENT LLC
By/s/ Thomas J. Balachowski
_________________________________
Title: President and CEO
________________________________
EXHIBIT "A"
Asset Management Services
_________________________
To the extent permitted by applicable law, ING-IM shall provide all asset
management services for Client's Account, including the following:
Private placement bonds and preferred stocks in an amount not to exceed
the maximum established from time to time by Client's Investment
Committee and communicated to ING-IM.
Public Market Corporate and Government Bonds.
Public Market Preferred Stocks.
Common Stocks.
Participating and Non-participating Mortgage Loans.
Equity Real Estate.
Mortgage Backed Securities and Collateralized Mortgage Obligations and
derivatives thereof.
Cash Management services, as required, in conjunction with Mortgage
Loans, Equity Real Estate, and/or the servicing of same.
Swap Transactions.
"Cap", "Floors", "Puts", "Calls" and similar derivative transactions.
EXHIBIT "B"
STATEMENT OF POLICY ON BROKERAGE PRACTICES
As of May 1, 1975, all national securities exchanges were prohibited
from requiring their members to charge fixed rates of commissions on the
execution of transactions. This prohibition resulted from the adoption by
the Securities and Exchange Commission of Rule 19b-3 under the Securities
and Exchange Act of 1934 and the subsequent passage by Congress of the
Securities Acts Amendments to include Section 28(e) relating to the payment
of brokerage commissions on specific securities transactions in excess of
the commission which might be charged by another broker for the same
transaction. The provisions of Section 28(e) are specifically incorporated
herein by reference.
In recognition of the regulatory changes, ING-IM has adopted this
statement of policy with respect to commissions paid on portfolio
transactions executed on behalf of our clients. It is the responsibility
of individuals trading on behalf of our clients to carry out this statement
of policy, including the fiduciary responsibility of negotiating for each
agency transaction the amount of the brokerage commission.
Essentially, this policy reaffirms the principle of seeking "best
available price and most favorable execution" with respect to all portfolio
transactions. This principle recognized that commissions on portfolio
transactions must be negotiated and utilized for the ultimate benefit of
our clients.
Our brokerage commission policy is as follows:
1. We will continue to use our best efforts to obtain the best
available price and most favorable execution with respect to all portfolio
transactions executed on behalf of our clients.
2. "Best available price and most favorable execution" is defined to
mean the execution of a particular investment decision at the price and
commission which provides the most favorable total cost or proceeds reasonably
obtainable under the circumstances.
3. In selecting a broker for each specific transactions, we will use
our best judgment to choose the broker most capable of providing the
brokerage services necessary to obtain best available price and most
favorable execution. The full range and quality of brokerage services
available will be considered in making these determinations. For example,
brokers may be selected on the basis of the quality of such "brokerage
services" related to the requirements of the specific transaction as the
following: capable floor brokers or traders, competent block trading
coverage, good communications, ability to position, retail distribution and
underwriting, use of automation, research contacts, arbitrage skills,
administrative ability, or provision of market information relating to the
security. We will continue to make periodic evaluations of the quality of
these brokerage services against our own standards of execution. Brokerage
services will be obtained only from those firms which meet our standards,
maintain a reasonable capital position, and can be expected to reliably and
continuously supply these services. We will continue our endeavor to develop
and maintain brokerage contacts and relationships in the interest of providing
our clients with maximum liquidity.
4. We are not obliged to choose the broker offering the lowest
available commission rate if, in our best judgment, there is a material
risk that the total cost or proceeds from the transaction might be less
favorable than obtainable elsewhere. We will make every effort to keep
informed of rate structures offered by the brokerage community. In the
selection of brokers, we will not solicit competitive bids or "shop" the
order for a lower rate if this would, in our best judgment, be harmful to
the execution process and not in the best interests of our clients.
5. In those instances where it is reasonably determined that more
than one broker can offer the brokerage services needed to obtain the best
available price and most favorable execution, consideration will be given
to those brokers which supply research and other services in addition to
execution services. Such services may include factual and statistical
information or other items of supplementary research assistance. The
individuals trading on behalf of our clients will be informed as to the
broker/dealers who supply specific or general research assistance. However,
we will not select an executing broker on the basis of research or other
services unless such selection is otherwise consistent with best available
price and most favorable execution.
6. In no event will we enter into agreements, expressed or implied,
with broker/dealer wherein we would select a firm for execution as a means
of remuneration for recommending us as an asset manager for prospective or
present clients. However, portfolio transactions may be executed through
broker/dealers who have made such a recommendation, if otherwise consistent
with best price and most favorable execution.
7. In those instances where a client has expressed a preference for
a particular broker, that broker will be selected only when the broker is
reasonably determined in our best judgment, to be capable of providing the
best available and most favorable execution. With the exception of clients
subject to the provisions of The Employee Retirement Income Security Act of
1974 ("ERISA"), a client may direct us in writing to execute transactions
with one or more specific brokers at such commission rate or rates as may
be agreed to by the client and such brokers. With respect to clients
subject to ERISA, we may accept clients' direction to execute transactions
with one or more specific brokers upon written direction of the clients.
Such written notice shall specify the services provided by the broker(s) to
the clients, the amount of rate of commissions to be paid and the
determination by the clients that such direction is consistent with the
provisions of ERISA.
EXHIBIT "C"
ING INVESTMENT MANAGEMENT
MANAGEMENT FEE SCHEDULE
AS OF JANUARY 1, 1998
ING-IM will receive an annual fee (payable quarterly) from the Client
calculated as follows: 0.25% of the value of the Managed Assets as of the
preceding month end. "Managed Assets" shall mean the investment assets of
the Client's general account, and certain assets in a non-unitized separate
account established and maintained by Client to support certain annuity
contracts, excluding policy loans of Client. Value of the Managed Assets
for purposes of this Agreement shall be determined by the application of
generally accepted accounting principles as applied as of the end of each
quarter.
EXHIBIT "D"
Authorized Representatives of Client
____________________________________
Until otherwise notified in writing by Client, ING-IM shall be authorized
to rely upon instruction received from the following name representatives
of the Client:
[Client to specify]
EXHIBIT (8)(e)
RECIPROCAL LOAN AGREEMENT
This RECIPROCAL LOAN AGREEMENT (this "Agreement"), dated as of January
1, 1998, between Golden American Life Insurance Company, a Delaware
corporation ("Golden American" or "Company"), located at 1001 Jefferson
Street, Suite 400, Wilmington, Delaware 19801 and ING America Insurance
Holdings, Inc., a Delaware corporation ("INGAIH" or "Company") located at
1105 North Market Street, Wilmington, Delaware 19809 (collectively referred
to as the "Companies").
WITNESSETH:
WHEREAS, each of the Companies may have, from time to time, a need to
borrow funds on a revolving basis; and
WHEREAS, each of the Companies may have, from time to time, excess cash
available to lend to the other on a revolving basis; and
WHEREAS, the Companies are affiliated entities and as such are willing
to extend financing to, and borrow from each other as provided herein; and
WHEREAS, each of the Companies desires to enter into this Agreement
providing for, among other things, the making of such Loans by and among each
other;
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Companies agree as follows:
ARTICLE 1
_________
DEFINITIONS
___________
SECTION 1.1.DEFINED TERMS. For purposes of this Agreement:
"Agreement" shall have the meaning set forth in the preamble hereto.
"Authorized Person" shall mean the CFO, Treasurer, Treasury Officer, or
Treasury Manager of the Borrowing Company, or a person so designated.
"Borrowing Company" shall mean each of the Companies to which a Loan is
outstanding or is to be made pursuant to a Request for Borrowing.
"Business Day" shall mean a day on which U.S. financial markets are open
for the transaction of business required for this Agreement.
"Companies" shall have the meaning set forth in the preamble hereto.
"Company" shall have the meaning set forth in the preamble hereto.
"Default" shall mean any of the events specified in Section 6.1,
regardless of whether there shall have occurred any passage of time or giving
of notice, or both, that would be necessary in order to constitute such an
Event of Default.
"Event of Default" shall mean any of the events specified in Section 6.1.
"Golden American" shall have the meaning set forth in the preamble
hereto.
"INGAIH" shall have the meaning set forth in the preamble hereto.
"Interest Period" shall mean the number of days or months that a
particular interest rate applies to a particular Loan advanced hereunder.
"Lending Company" shall mean each of the Companies that has made, or is
obligated to make, in accordance with a Request for Borrowing one or more
Loans hereunder.
"Loans" shall mean the amounts advanced by a Lending Company to a
Borrowing Company under this Agreement.
"Notice of Borrowing" shall have the meaning set forth in Section 2.2(b)
of this Agreement.
"Obligations" shall mean all payment and performance obligations of
every kind, nature and description of each Borrowing Company to the Lending
Company, or either of them, under this Agreement (including any interest,
fees and other charges on the Loans or otherwise), whether such obligations
are direct or indirect, absolute or contingent, due or not due, contractual
or tortuous, liquidated or unliquidated, arising by operation of law or
otherwise, now existing or hereafter arising.
"Regional Treasury Office" ("RTO") shall mean the Treasurer's office of
ING North America Insurance Corporation.
"Request for Borrowing" shall have the meaning set forth in Section
2.2(a) of this Agreement.
"Revolving Loan Commitment" shall mean the maximum outstanding amount to
be funded by the Lending Company to the Borrowing Company. The aggregate sum
which the Lending Company may loan to the Borrowing Company under this
Agreement shall not exceed $40,000,000.
"Termination Date" shall mean December 31, 2007, or such earlier date as
payment of the Obligations shall be due (whether by acceleration or
otherwise).
SECTION 1.2. TERMINOLOGY. Each definition of a document in this
Article 1 shall include such document as amended, modified, or supplemented
from time to time, and, except where the context otherwise requires,
definitions imparting the singular shall include the plural and visa versa.
Except where specifically restricted, reference to a party shall include that
party and its successors and assigns. All personal pronouns used in this
Agreement, whether used in the masculine, feminine, or neuter gender, shall
include all other genders. Titles of articles and sections in this Agreement
are for convenience only, and neither limit nor amplify the provisions of
this Agreement, and all references in this Agreement to articles, sections,
subsections, paragraphs, clauses, subclauses or exhibits shall refer to the
corresponding article, section, subsection, paragraph, clause, subclause of,
or exhibit attached to, this Agreement, unless otherwise provided.
SECTION 1.3. ACCOUNTING TERMS. Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted in
accordance with generally accepted accounting principles consistently
applied.
ARTICLE 2
_________
TERMS OF THE LOANS
__________________
SECTION 2.1. REVOLVING CREDIT.
(a) Subject to and upon the terms and conditions set forth in this
Agreement, each Lending Company agrees to advance to the Borrowing Company,
from time to time prior to the Termination Date, Loans advanced under the
Revolving Loan Commitment shall be repaid in accordance with Section 2.4 and
may be reborrowed from time to time on a revolving basis.
(b) Each Borrowing Company's obligation to pay to the Lending Company
the principal of and interest on the Loans shall be evidenced by the records
of the RTO in lieu of a promissory note or notes.
SECTION 2.2. NOTICE AND MANNER OF BORROWING.
(a) Whenever the Borrowing Company desires to borrow money hereunder,
it shall give the RTO prior written or facsimile request (or verbal request
promptly confirmed in writing or by facsimile) of such borrowing or
reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be
given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington,
Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be
deemed received on the next Business Day.
(b) The RTO, upon its receipt of a Request for Borrowing, shall
determine if the requested funds are available and the interest rates in
accordance with Section 2.3(a) of this Agreement (and related Interest
Periods, if any) at which the Borrowing Company can borrow money in a
principal amount equal to, and on the date of, the proposed borrowing or
reborrowing described in each such Request for Borrowing, and shall notify
the Lending Company of such interest rates and the related Interest Periods,
if any, and the principal amount of the proposed borrowing or reborrowing (a
"Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no
later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the
requested borrowing or reborrowing. The RTO shall promptly convey to the
Borrowing Company the information contained in the Notice of Borrowing by
telephone (confirmed in writing) or by facsimile.
(c) On the date of each borrowing, the Lending Company will make
available the amount of such borrowing or reborrowing in immediately
available funds to the Borrowing Company by depositing such amount in the
account of the Borrowing Company by wire transfer via electronic funds
transfer (EFT).
(d) The RTO shall maintain on its books a control account for each
Company in which shall be recorded (i) the amount of each Loan made hereunder
to each such Company, (ii) the interest rate applicable with respect to each
Loan, (iii) the amount of any principal, interest or fees due or to become
due from each Borrowing Company with respect to the Loans, and (iv) the
amount of any sum received by each Lending Company hereunder in respect of
any such principal, interest or fees due on such Loans. The entries made in
the RTO's control accounts shall be prima facie evidence, in the absence of
manifest error, of the existence and amounts of Obligations therein recorded
and any payments thereon.
(e) The RTO shall account to each Company on a quarterly basis with a
statement of borrowings, interest rates, charges and payments made pursuant
to this Agreement with respect to the Loans and Revolving Loan Commitment. An
Authorized Person of the Companies shall review each quarterly accounting for
accuracy within thirty days of receipt thereof from the RTO. Each such
account rendered by the RTO shall be deemed final, binding and conclusive
unless the RTO is notified by the Lending Company or the Borrowing Company
within thirty days after the date the account is so rendered that either the
Lending Company or the Borrowing Company disputes any item thereof.
(f) The RTO shall be justified in assuming, for purposes of carrying
out its duties and obligations under this Agreement, including, without
limitation, its obligation to maintain accounts and provide accountings of
the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are
disbursed by the Lending Company to the Borrowing Company in accordance with
the terms of the Notice of Borrowing, (2) payments on the Loans are made to
the Lending Company when due, and (3) no prepayments of any Loans prior to
the date that they are due and payable under Section 2.4(a) have occurred,
unless the RTO is otherwise notified by either Company within seven Business
Days of any such delayed disbursement, overdue payment, or receipt of a
prepayment.
SECTION 2.3. INTEREST.
(a) The Borrowing Company agrees to pay interest in respect of all
unpaid principal amounts of the Loans from the respective dates such
principal amounts were advanced until the respective dates such principal
amounts are repaid at a rate per annum as determined by the RTO and agreed
upon by the Companies pursuant to Section 2.2(b) of this Agreement. Golden
American shall pay interest on each Loan at a per annum rate which is based
on the cost of funds of INGAIH for the interest period for such Loan plus
.15%. INGAIH shall pay interest on each Loan at a per annum rate which is
based on the prevailing interest rate of U.S. commercial paper available for
purchase with a similar duration. The interest rate shall be determined by
the RTO in accordance with its usual practices.
(b) Overdue principal and, to the extent not prohibited by applicable
law, overdue interest in respect of any of the Loans and all other overdue
amounts owing hereunder shall bear interest from each date that such amounts
are overdue at the rate otherwise applicable to such underlying Loans plus an
additional 2% per annum. Interest on each Loan shall accrue from and
including the date of such Loan to, but excluding, the date of any repayment
thereof; PROVIDED, HOWEVER, that if a Loan is repaid on the same day it is
made, one day's interest shall be paid on such Loan. Interest shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.
(c) The Companies hereby agree that the only charges imposed or to be
imposed by the Lending Company hereunder for the use of money in connection
with the Loans is and will be the interest required to be paid under the
provisions of Sections 2.2(b). In no event shall the amount of interest due
and payable under this Agreement or any other documents executed in
connection herewith exceed the maximum rate of interest allowed by applicable
law and, in the event any such payment is made by the Borrowing Company or
received by the Lending Company, such excess sum shall be credited as a
payment of principal. It is the express intent hereof that the Borrowing
Company not pay and the Lending Company not receive, directly or indirectly
in any manner, interest in excess of that which may be lawfully paid under
applicable law.
SECTION 2.4. REPAYMENT OF PRINCIPAL AND INTEREST.
(a) The entire outstanding principal balance of the Loans shall be due
and payable by no later than 5:00 p.m. (Eastern time) on the Business Day on
which the Loan is due, together with all remaining accrued and unpaid
interest thereon, unless an extension of no more than three additional days
is authorized by the Lending Company.
(b) Any of the Loans may be prepaid in whole or in part at any time
without premium or penalty. Any such prepayment made on any Loan shall be
applied, first, to interest accrued thereon through the date thereof and then
to the principal balance thereof.
(c) Each payment and prepayment of principal of any Loan and each
payment of interest on any Loan shall be made to the Lending Company and
applied to outstanding Loan balances in the following order; first, toward
any Loan or Loans then due and payable; and, second, towards the Loan or
Loans which are next due and payable at the time of such prepayment.
ARTICLE 3
_________
REPRESENTATIONS AND WARRANTIES
______________________________
SECTION 3.1. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lending Company to enter into this Agreement, the Borrowing Company hereby
represents and warrants as set forth below:
(a) ORGANIZATION; POWER; QUALIFICATION. The Borrowing Company is a
corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, has the power and authority to own or
lease and operate its properties and to carry on its business as now being
conducted, and is duly qualified and in good standing as a foreign
corporation, and authorized to do business, in each jurisdiction in which the
character of its properties or the nature of its business require such
qualification or authorization.
(b) AUTHORIZATION; ENFORCEABILITY. The Borrowing Company has the power
and has taken all necessary action to authorize it to execute, deliver and
perform this Agreement in accordance with the terms hereof and to consummate
the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Borrowing Company and is a legal, valid and binding
obligation of the Borrowing Company, enforceable in accordance with its
respective terms, (i) subject to limitations imposed by general principles of
equity and (ii) subject to applicable bankruptcy, reorganization, insolvency
and other similar laws affecting creditors' rights generally and to
moratorium laws from time to time in effect.
(c) NO CONFLICT. The execution, delivery and performance of this
Agreement in accordance with its terms and the consummation of the
transactions contemplated hereby do not and will not (i) violate any
applicable law or regulation, (ii) conflict with, result in a breach of, or
constitute a default under the articles or certificate of incorporation or
by-laws of the Borrowing Company or under any indenture, agreement or other
instrument to which the Borrowing Company is a party or by which it or any of
its properties may be bound, or (iii) result in or require the creation or
imposition of any lien upon or with respect to any property now owned or
hereafter acquired by the Borrowing Company.
(d) COMPLIANCE WITH LAW; ABSENCE OF DEFAULT. The Borrowing Company is
in compliance with all applicable laws the failure to comply with which has
or could reasonably be expected to have a materially adverse effect on the
business, assets, liabilities, financial condition or results of operations
of the Borrowing Company, and no event has occurred or has failed to occur
which has not been remedied or waived, the occurrence or non-occurrence of
which constitutes a Default.
SECTION 3.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made under this Agreement shall be deemed to
be made, and shall be true and correct, as of the date hereof and as of the
date of each Loan.
ARTICLE 4
_________
AFFIRMATIVE COVENANTS
_____________________
So long as this Agreement is in effect:
SECTION 4.1. PRESERVATION OF EXISTENCE. The Borrowing Company will
(a) preserve and maintain its existence, rights, franchises, licenses and
privileges in its jurisdiction of incorporation and (b) qualify and remain
qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification or authorization.
SECTION 4.2. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. The
Borrowing Company will comply with the requirements of all applicable laws
and regulations the failure with which to comply could have a materially
adverse effect on the business, assets, liabilities, financial condition or
results of operations of the Borrowing Company.
SECTION 4.3. VISITS AND INSPECTIONS.
(a) Upon reasonable advance notice from the Lending Company, the
Borrowing Company will permit representatives of the Lending Company to (a)
visit and inspect the properties of the Borrowing Company during normal
business hours, (b) inspect and make extracts from and copies of its books
and records, and (c) discuss with its principal officers its businesses,
assets, liabilities, financial positions and results of operations.
(b) Each Company agrees that upon reasonable advance notice from an
auditor of either Company or any regulatory official employed by the
Department of Insurance of any state in which either Company is engaged in
business, each Company will prepare and deliver to such auditor or regulatory
official, within a reasonable time following such request, a written
verification of all Loans made to and by the relevant Company. Upon
reasonable advance notice to each Company, the books and records of the RTO
and each Company relating to the subject matter of this Agreement shall be
available for inspection by any auditor of either Company or any regulatory
official during normal business hours, and the RTO and each Company will
cooperate with said auditor or regulatory official in making any audit which
requires inspection of said books and records.
ARTICLE 5
_________
NEGATIVE COVENANTS
__________________
So long as this Agreement is in effect:
SECTION 5.1. LIQUIDATION; MERGER; SALE OF ASSETS; CHANGE OF BUSINESS.
The Borrowing Company shall not at any time, without proper notice to the
Lending Company:
(a) Liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up;
(b) Merge or consolidate with any other person or entity;
(c) Sell, lease, abandon or otherwise dispose of or transfer all or
substantially all of its assets other than in the ordinary course of
business; or
(d) Make any substantial change in the type of business conducted by
the Borrowing Company as of the date hereof without the prior written consent
of the Lending Company if such action would have a material adverse effect on
the business, assets, liabilities, financial condition or results of
operations of the Borrowing Company.
Any corporation into which either Company may be merged, converted or
with which either Company may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which either Company shall be
a party, shall succeed to all either Company's rights, obligations and
immunities hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
ARTICLE 6
_________
DEFAULT
_______
SECTION 6.1 EVENTS OF DEFAULT. Each of the following shall constitute an
Event of Default:
(a) Any representation or warranty made by the Borrowing Company under
this Agreement shall prove incorrect or misleading in any material respect
when made;
(b) The Borrowing Company shall default in the payment of (i) any
interest payable under this Agreement within five days of when due, or (ii)
any principal payable under this Agreement within three days of when due;
(c) The Borrowing Company shall default in the performance or
observance of any agreement or covenant contained in this Agreement, and such
Default shall not be cured within a period of thirty days from the occurrence
of such Default;
(d) The Borrowing Company shall default under any other agreement or
instrument evidencing or relating to any indebtedness which Default shall not
have been cured within any applicable grace period set forth therein;
(e) There shall be entered a decree or order by a court having
jurisdiction in the premises constituting an order for relief in respect of
the Borrowing Company under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy law or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator, or similar official of the
Borrowing Company or of any substantial part of its properties, or ordering
the winding-up or liquidation of the affairs of the Borrowing Company and any
such decree or order shall continue in effect for a period of sixty
consecutive days;
(f) The Borrowing Company shall file a petition, answer or consent
seeking relief under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy law
or other similar law, or the Borrowing Company shall consent to the
institution of proceedings thereunder or to the filing of any such petition
or to the appointment or taking of possession of a receiver, liquidator,
assignee, trustee, custodian, sequestrator, or other similar official of the
Borrowing Company or of any substantial part of its properties, or the
Borrowing Company shall fail generally to pay its debts as such debts become
due, or the Borrowing Company shall take any corporate action in furtherance
of any such action; or
(g) This Agreement or any provision hereof shall at any time and for
any reason be declared by a court of competent jurisdiction to be null and
void, or a proceeding shall be commenced by the Borrowing Company or any
other person or entity seeking to establish the invalidity or
unenforceability thereof, or the Borrowing Company shall deny that it has any
liability or any obligation for the payment of principal or interest
purported to be created under this Agreement.
SECTION 6.2. REMEDIES. If an Event of Default shall have occurred and
shall be continuing,
(a) The obligation of the Lending Company to make Loans hereunder shall
immediately cease;
(b) With the exception of an Event of Default specified in Section
6.1(e) or (f), the Lending Company, shall declare the principal of and
interest on the Loans and all other amounts owed under this Agreement to be
forthwith due and payable, whereupon all such amounts shall immediately
become absolute and due and payable, without presentment, demand, protest, or
notice of any kind, all of which are hereby expressly waived, anything in
this Agreement to the contrary notwithstanding, and whereupon all such
amounts shall be immediately due and payable;
(c) Upon the occurrence and continuance of an Event of Default
specified in Section 6.1(e) or (f), such principal, interest and other
amounts shall thereupon and concurrently therewith become absolute and due
and payable, all without any action by the Lending Company, all of which are
hereby expressly waived, anything in this Agreement to the contrary
notwithstanding;
(d) The Lending Company shall have the right and option to exercise all
of the post-default rights granted to them hereunder; and
(e) The Lending Company shall have the right and option to exercise all
rights and remedies available to them at law or in equity.
ARTICLE 7
_________
MISCELLANEOUS
_____________
SECTION 8.1. NOTICES. Except as otherwise provided herein, all
notices and other communications required or permitted under this Agreement
shall be in writing and, if mailed, shall be deemed to have been received on
the earlier of the date shown on the receipt or three Business Days after the
postmarked date thereof and, if sent by facsimile, shall be followed
forthwith by letter and shall be deemed to have been received on the next
Business Day following dispatch and acknowledgment of receipt by the
recipient's facsimile machine. In addition, notices hereunder may be
delivered by hand or overnight courier, in which event the notice shall be
deemed effective when delivered. All notices and other communications under
this Agreement shall be given to the parties at the address or facsimile
number listed below such party's signature line hereto, or such other address
or facsimile number as may be specified by any party in a writing addressed
to the other parties hereto.
SECTION 8.2. WAIVERS. The rights and remedies of the Lending Company
under this Agreement shall be cumulative and not exclusive of any rights or
remedies which they would otherwise have. No failure or delay by the Lending
Company in exercising any right shall operate as a waiver of it. The Lending
Company expressly reserves the right to require strict compliance with the
terms of this Agreement. In the event the Lending Company decides to fund a
request for a Loan at a time when the Borrowing Company is not in strict
compliance with the terms of this Agreement, such decision by the Lending
Company shall not be deemed to constitute an undertaking by the Lending
Company to fund any further requests for Loans or precluding the Lending
Company from exercising any rights available to it under the Agreement or at
law or equity with respect to the Borrowing Company. Any waiver or
indulgence granted by the Lending Company shall not constitute a modification
of this Agreement, except to the extent expressly provided in such waiver or
indulgence, or constitute a course of dealing by the Lending Company at
variance with the terms of this Agreement such as to require further notice
by the Lending Company of its intent to require strict adherence to the terms
of this Agreement in the future. Any such actions shall not in any way
affect the ability of the Lending Company, in their respective sole
discretion, to exercise any of their respective rights under this Agreement
or under any other agreement.
SECTION 8.3. ASSIGNMENT; SUCCESSORS.
(a) The Borrowing Company may not assign or transfer any of its rights
or obligations hereunder without notice to the Lending Company.
(b) The Lending Company may not at any time assign or participate its
interest under this Agreement without notice to the Borrowing Company. Any
holder of a participation in, and any assignee or transferee of, all or any
portion of any amount owed by the Borrowing Company under this Agreement may
exercise any and all rights provided in this Agreement with respect to any
and all amounts owed by the Borrowing Company to such assignee, transferee or
holder as fully as if such assignee, transferee or holder had made the Loans
in the amount of the obligation in which its holds a participation or which
is assigned or transferred to it.
(c) This Agreement shall be binding upon, and inure to the benefit of,
the Borrowing Company, the Lending Company, and the permitted successors and
assigns of each party hereto.
SECTION 8.4. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.
SECTION 8.5. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction.
SECTION 8.6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents
the entire agreement among the parties hereto with respect to the subject
matter of this transaction. No amendment or modification of the terms and
provisions of this Agreement shall be effective unless in writing and signed
by both Companies.
SECTION 8.7. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made hereunder shall be stated to be due on a non-Business Day, such payment
may be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of interest
hereunder.
SECTION 8.8. TERMINATION. This Agreement may be terminated with
respect to any party hereto by such party upon its giving the other parties
thirty days notice of its intent to terminate. In the event of termination
as provided in this paragraph, the Lending Company's obligation to make Loans
to the Borrowing Company shall cease; provided, however, that the Borrowing
Company shall continue to be obligated to make all repayments of Loans and
all other amounts due and payable by it as provided under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.
GOLDEN AMERICAN LIFE INSURANCE
COMPANY
By: /s/ David L. Jacobson
______________________________________________
Title: Senior Vice President
___________________________________________
Address for notices:
1001 Jefferson Street, Suite 400
Wilmington, DE 19801
Phone: 302/576-3404
Fax: 302/576-3520
ING AMERICA INSURANCE HOLDINGS, INC.
By: /s/ David S. Pendergrass
______________________________________________
Title: Vice President and Treasurer
___________________________________________
Address for notices:
1105 N. Market Street
Wilmington, DE 19809
Phone: 770/980-3300
Fax: 770/980-3301
AMENDMENT NUMBER 1
__________________
RECIPROCAL LOAN AGREEMENT
The Reciprocal Loan Agreement dated January 1, 1998 between Golden American
Life Insurance Company and ING America Insurance Holdings, Inc., is hereby
amended to provide as follows:
Golden American Life Insurance Company shall not lend
money under the terms of this Agreement, that is, it
shall not become a Lending Company, until and unless
the prior approval of the State of Delaware Department
of Insurance is obtained regarding the amount and terms
of such loan or loans.
All other provisions of the Reciprocal Loan Agreement shall remain in effect
and unaffected by this Amendment.
This Amendment is entered into as of this 1st day of January 1998.
GOLDEN AMERICAN LIFE INSURANCE
COMPANY
BY:/s/ David L. Jacobson
______________________________________
TITLE: Senior Vice President
__________________________________
ING AMERICA INSURANCE HOLDINGS, INC.
BY:/s/ David S. Pendergrass
______________________________________
TITLE: Vice President and Treasurer
__________________________________
AMENDMENT NUMBER 2
__________________
RECIPROCAL LOAN AGREEMENT
The Reciprocal Loan Agreement dated January 1, 1998 between Golden American
Life Insurance Company and ING America Insurance Holdings, Inc., is hereby
amended by replacing the defined term "Revolving Loan Commitment" of Section
1.1 with the following:
"Revolving Loan Commitment" shall mean the outstanding
amount to be funded by the Lending Company to the
Borrowing Company. The aggregate sum which the Lending
Company may loan to the Borrowing Company under this
Agreement shall not exceed $65,000,000.00.
All other provisions of the Reciprocal Loan Agreement shall remain in effect
and unaffected by this Amendment.
This Amendment is entered into as of this 20th day of March 1998.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
BY:/s/ David L. Jacobson
_________________________________
TITLE: Senior Vice President
_____________________________
ING AMERICA INSURANCE HOLDINGS, INC.
BY:/s/ David S. Pendergrass
_________________________________
TITLE: Vice President and Treasurer
_____________________________
EXHIBIT (8)(f)
SINGLE PAYMENT NOTE
$75,000,000 July 27, 1998
For value received, the Obligor promises to pay to the order of
SunTrust Bank, Atlanta (the "Bank"), on July 31, 1999, or at such earlier
date as hereinafter provided, the principal sum of
SEVENTY FIVE MILLION DOLLARS ($75,000,000)
or such lesser amount of loans as may from time to time, at the Bank's sole
discretion, be advanced or, upon repayment, readvanced by the Bank hereunder
together with interest from the date hereof on the unpaid principal balance
at such annual rate or rates of interest as shall be computed and paid in
accordance with the terms and conditions hereinafter set forth.
This note evidences the obligation of the Obligor to repay, with
interest, any and all present and future indebtedness of the Obligor for
loans at any time hereafter made or extended by the Bank hereunder up to the
aggregate principal amount of $75,000,000 at any time outstanding. The
payment of any indebtedness evidenced by this note shall not affect the
enforceability of this note as to any future, different or other indebtedness
evidenced hereby.
The Obligor acknowledges and agrees that Southland Life Insurance
Company (hereinafter "Southland"), Life Insurance Company of Georgia
(hereinafter "LICG"), ING America Life Corporation (hereinafter "America
Life"), Security Life of Denver Insurance Company (hereinafter "Security
Life"), Columbine Life Insurance Company (hereinafter "Columbine"),
Midwestern United Life Insurance Company (hereinafter "Midwestern"), and
First ING Life Insurance Company of New York (hereinafter "First ING New
York") are all direct or indirect subsidiaries of ING America Insurance
Holdings, Inc. ("America Holdings"). The Obligor further acknowledges and
agrees that Equitable Life Insurance Company of Iowa ("Equitable Life") USG
Annuity and Life Insurance Company ("USG"), Equitable American Insurance
Company ("Equitable American"), Locust Street Securities, Inc. ("Locust
Street"), First Golden American Life Insurance Company of New York ("First
Golden"), and the Obligor are all direct or indirect subsidiaries of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). American Holdings
and Equitable of Iowa are both wholly-owned direct subsidiaries of ING
Insurance International B.V. On the date that this note is being executed,
LICG, Security Life, America Life, Southland, Equitable Life, USG, and
America Holdings are executing separate notes to the Bank in the maximum
principal amount of $100,000,000 each; Columbine is executing a separate note
to the Bank in the maximum principal amount of $75,000,000; Equitable of Iowa
is executing a separate note to the Bank in the maximum principal amount of
$50,000,000; First ING New York, Locust Street and First Golden are executing
separate notes to the Bank in the maximum principal amount of $10,000,000
each; Midwestern is executing a separate note to the Bank in the maximum
principal amount of $30,000,000; and Equitable American is executing a
separate note to the Bank in the maximum principal amount of $25,000,000,
each of which notes are substantially similar to this note (the "Affiliate
Notes"). Obligor agrees that the aggregate unpaid principal balance from
time to time outstanding on this note plus the aggregate unpaid principal
balance from time to time outstanding on the Affiliate Notes will at no time
exceed $150,000,000. Obligor will not request any disbursement of principal
under this note if, after such disbursement, the unpaid principal balance of
this note plus the aggregate unpaid principal of the Affiliate Notes will
exceed $150,000,000.
If the Obligor desires a disbursement of principal hereunder (an
"Advance") the Obligor shall give the Bank written or telephonic notice of
the amount of such Advance and the period of time from one (1) day to thirty
(30) days that such Advance shall be outstanding (the "Interest Period"),
provided, however, (a) if any Interest Period would otherwise end on a day
which is not a day on which the Bank and commercial banks in New York, New
York, are open for business (a "Business Day"), that Interest Period shall be
extended through the next succeeding day which is a Business Day, and (b) no
Interest Period shall extend beyond the maturity date of this note. Such
written or telephonic notice with respect to the amount of an Advance and the
Interest Period to be applicable thereto shall be given to the Bank by the
Obligor before one o'clock p.m. Atlanta time, on the first Business Day of
the applicable Interest Period. All telephonic notices shall be promptly
confirmed in writing.
The Obligor shall pay interest upon each Advance from the date of
disbursement through the last day of the applicable Interest Period
(including the date of disbursement but excluding the date of repayment) at a
rate per annum, calculated on the basis of a 360 day year and upon the actual
number of days elapsed, equal to either of the following rates of interest as
selected by the Obligor: (1) the per annum rate of interest equal to the
cost of funds of Bank for the Interest Period applicable to such Advance for
amounts substantially similar to the amount of such Advance plus .25% all as
determined by Bank in accordance with its usual practices in determining its
cost of funds (the "Cost of Funds Rate") or (2) a per annum rate of interest
that would be applicable to the requested Advance as quoted by the Bank to
the Obligor (the "Quoted Rate"). Unpaid interest accruing at either of such
rates will be due and payable on the last Business Day of the applicable
Interest Period. The Bank will advise the Obligor of the Cost of Funds Rate
and the Quoted Rate that will be applicable to a requested Advance before
1:30 p.m. Atlanta time on the Business Day that the Bank receives a request
for an Advance from the Obligor. The Obligor will advise the Bank as to
whether the Obligor has selected the Cost of Funds Rate or the Quoted Rate
before 2:00 p.m. Atlanta time on the Business Day that the Bank receives a
request for an Advance from the Obligor. Any telephonic selection of
interest rates by the Obligor will promptly be confirmed in writing. The
Bank will promptly disburse the amount of an Advance to the Obligor upon
receiving notice of the Obligor's interest rate selection. Unpaid interest
accruing at such interest rate will be due and payable on the last Business
Day of the applicable Interest Period.
The Obligor shall repay the entire outstanding principal balance of
each Advance on the last Business Day of the Interest Period applicable
thereto.
The Obligor may on any Business Day renew an outstanding Advance into
an Advance with the same or different Interest Period, provided that the Bank
must be advised of the Obligor's election to renew the Advance and the
Interest Period applicable to such renewal before one o'clock p.m. on the
last Business Day of the then current Interest Period. The interest rate to
be applicable to the renewal of any Advance shall be selected in the same
manner that the interest rate is selected at the time an Advance is made.
Any such renewal shall be at the Bank's sole discretion.
If no Interest Period has been elected for any Advance or for any
principal balance outstanding hereunder, or if such election shall not be
timely, then the Interest Period with respect thereto shall be deemed to be
one day and the applicable interest rate shall be the Cost of Funds Rate.
No prepayment of any Advance shall be permissible during the Interest
Period applicable thereto.
Should the Obligor fail for any reason to pay this note in full on the
maturity date or on the date of acceleration of payment, the Obligor further
promises to pay interest on the unpaid amount from such date until the date
of final payment at a Default Rate equal to the Prime Rate plus 4%. Should
legal action or an attorney at law be utilized to collect any amount due
hereunder, the Obligor further promises to pay all costs of collection, plus
reasonable attorney's fees. All amounts due hereunder may be paid at any
office of Bank. The principal balance of this note shall conclusively be
deemed to be the unpaid principal balance appearing on the Bank's records
unless such records are manifestly in error.
As security for the payment of this and any other liability of the
Obligor to the holder, direct or contingent, irrespective of the nature of
such liability or the time it arises, the Obligor hereby grants a security
interest to the holder in all property of the Obligor in or coming into the
possession, control or custody of the holder, or in which the holder has or
hereafter acquires a lien, security interest, or other right. Upon default,
holder may, without notice, immediately take possession of and then sell or
otherwise dispose of the collateral, signing any necessary documents as
Obligor's attorney in fact, and apply the proceeds against any liability of
Obligor to holder. Upon demand, the Obligor will furnish such additional
collateral, and execute any appropriate documents related thereto, deemed
necessary by the holder for its security. The Obligor further authorizes the
holder, without notice, to set-off any deposit or account and apply any
indebtedness due or to become due from the holder to the Obligor in
satisfaction of any liability described in this paragraph, whether or not
matured. The holder may, without notice, transfer or register any property
constituting security for this note into its or its nominee name with or
without any indication of its security interest therein.
This note shall immediately mature and become due and payable, without
notice or demand, upon the appointment of a receiver for the Obligor or upon
the filing of any petition or the commencement of any proceeding by the
Obligor for relief under any bankruptcy or insolvency laws, or any law
relating to the relief of debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt. Furthermore, this note
shall, at the option of the holder, immediately mature and become due and
payable, without notice or demand, upon the happening of any one or more of
the following events; (1) nonpayment on the due date of any amount due
hereunder; (2) failure of the Obligor to perform any other material
obligation to the holder; (3) if the Obligor shall fail to make any payment
as and when such payment is due upon any obligation for borrowed money other
than the obligation owing pursuant to this Note, and by reason thereof such
obligation becomes due prior to its stated maturity or prior to its regularly
scheduled dates of payment; (4) a reasonable belief on the part of the
holder that the Obligor is unable to pay its obligations when due or is
otherwise insolvent; (5) the filing of any petition or the commencement of
any proceeding against the Obligor for relief under bankruptcy or insolvency
laws, or any law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or extension of debt,
which petition or proceeding is not dismissed within 60 days of the date of
filing thereof; (6) the suspension of the transaction of the usual business
of the Obligor, or the dissolution, liquidation or transfer to another party
of a significant portion of the assets of the Obligor and any such action
shall have a material adverse effect on the ability of the Obligor to repay
the unpaid principal balance hereof; (7) a reasonable belief on the part of
the holder that the Obligor has made a representation or warranty in
connection with any loan by or other transaction with the holder and such
representation or warranty was false in any material respect; (8) the
issuance or filing of any levy, attachment, garnishment, or lien against the
property of the Obligor which shall remain unpaid or undischarged for a
period of thirty (30) days and such failure to pay shall have a material
adverse effect on the ability of the Obligor to repay the unpaid principal
balance hereof; (9) the failure of the Obligor to satisfy any judgment,
penalty or fine imposed by a court or administrative agency of any government
and such judgment, penalty, or fine shall remain unpaid, unstayed on appeal,
undischarged or undismissed for a period of thirty (30) days; (10) failure
of the Obligor, after demand, to furnish financial information or to permit
inspection of any books or records during Obligor's normal business hours;
(11) Equitable of Iowa shall no longer own 100% of the outstanding voting
stock of the Obligor, or (12) the Obligor shall fail to maintain the minimum
level of Company Action Level Risk Based Capital as established by applicable
state law or regulation.
The failure or forbearance of the holder to exercise any right
hereunder, or otherwise granted by law or another agreement, shall not affect
or release the liability of the Obligor, and shall not constitute a waiver of
such right unless so stated by the holder in writing. The Obligor agrees
that the holder shall have no responsibility for the collection or protection
of any property securing this note, and expressly consents that the holder
may from time to time, without notice, extend the time for payment of this
note, or any part thereof, waive its rights with respect to any property or
indebtedness without releasing the Obligor from any liability to the holder.
This note is governed by Georgia law.
The term "Obligor" means Golden American Life Insurance Company. The
term "Prime Rate", if used herein, shall mean that rate of interest
designated by Bank from time to time as its "Prime Rate" which rate is not
necessarily the Bank's best rate. The term "holder" means Bank and any
subsequent transferee or endorsee hereof.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE OBLIGOR
GOLDEN AMERICAN LIFE INSURANCE COMPANY
BY:/s/ Denny Hargens
_____________________________
TITLE: Treasurer
_________________________
Exhibit 9
ING VARIABLE ANNUITIES
MYLES R. TASHMAN
Executive Vice President,
General Counsel and Secretary
April 20, 1999
Members of the Board of Directors
Golden American Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478
Ms. Emory and Gentlemen:
In my capacity as Executive Vice President and Secretary of Golden
American Life Insurance Company (the "Company"), I have examined the
form of Registration Statement on Form N-4 to be filed by you with the
Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of an indefinite number
of units of interest in Separate Account B of the Company (the
"Account"). I am familiar with the proceedings taken and proposed to
be taken in connection with the authorization, issuance and sale of
units.
Based upon my examination and upon my knowledge of the corporate
activities relating to the Account, it is my opinion that:
(1) The Company was organized in accordance with the laws of the
State of Delaware and is a duly authorized stock life insurance
company under the laws of Delaware and the laws of those states
in which the Company is admitted to do business;
(2) The Account is a validly established separate investment
account of the Company;
(3) The portion of the assets to be held in the Account equals the
reserve and other liabilities for variable benefits under variable
annuity contracts to be issued by the Account. Such assets are
not chargeable with liabilities arising out of any other business
the Company conducts;
(4) The units and the variable annuity contracts will, when issued and
sold in the manner described in the registration statement, be
legal and binding obligations of the Company and will be legally
and validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to my name under the
heading "Legal Matters" in the prospectus contained in said
registration statement. In giving this consent I do not thereby admit
that I come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Myles R. Tashman
1475 Dunwoody Drive Tel: 610-425-3405 GoldenSelect Series
West Chester, PA 19380-1478 Fax: 610-425-3735 Issued by Golden American
Life Insurance Company
10(a) Consent of Sutherland Asbill & Brennan LLP
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Ave, NW
Washington, DC 20004-2404
April 23, 1999
Board of Directors
Golden American Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of Post-
Effective Amendment No. 29 to the registration statement on Form N-4 for the
Separate Account B (File No. 33-23351). In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By /s/ Stephen E. Roth
-------------------------
Stephen E. Roth
Exhibit 10(b) Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions "Independent
Auditors", "Experts" and "Financial Statements" and to the use of our reports
dated February 12, 1999, with respect to the financial statements of Golden
American Life Insurance Company, and February 25, 1999, with respect to the
financial statements of Separate Account B, included in Post-Effective
Amendment No. 29 to the Registration Statement (Form N-4 No. 33-23351) and
related Prospectuses of Separate Account B.
Our audits also included the financial statement schedules of Golden American
Life Insurance Company included in Item 24(a)(2). These schedules are the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement
schedules referred to above, when considered in relation to the basic
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 23, 1999
EXHIBIT 13
<TABLE>
<S><C>
DVA
FUND NAME: Managed Global
FUND NAME: All Growth
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
Managed Global \-----All Growth--------------\
SEC TOTAL RETURN FORMULA: FYE For the F10/21/92 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/9310/21/92 12/31/97 12/31/93 01/25/89
Ending date 12/31/98 12/31/9812/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 15.00273976.1972603 1 59.9369863
Maximum Surrender Fee (%) 6.00% 2.00% 1.00% 6.00% 2.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,219.60$1,061.82$1,445.86 $1,023.65$1,125.12$1,513.76
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 21.9598% 1.2062% 6.1300% 2.3651% 2.3857% 4.2605%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Managed Global)
12/31/96 11.92646195 11.92646195 $1,000.00 83.847
12/31/97 15.26844120 15.26844120 0.0000 83.8471,280.213 -0.615 1,279.60 -60.00 1,219.60
=====================================================
5-YEAR COMPUTATION: (Managed Global)
12/31/93 10.51800528 10.51800528 $1,000.00 95.075
12/31/94 9.09118269 9.09118269 1.009 94.066 -10.000 -0.615
12/31/95 9.65926885 9.65926885 1.168 92.898 -10.000 -0.615
12/31/96 10.73977061 10.73977061 1.099 91.799 -10.000 -0.615
12/31/97 11.92646195 11.92646195 0.988 90.811 -10.000 -0.615
12/31/98 15.2684412 15.26844120 0.0000 0.052 90.7591,082.435 -0.615 1,081.82 -20.00 1,061.82
=====================================================
INCEPTION TO DATE: (Managed Global)
10/21/92 10.00000000 10.00000000 $1,000.00 100.000
10/21/93 10.51800528 10.51800528 1.009 98.991 -10.000 -0.615
10/21/94 9.09118269 9.09118269 1.168 97.823 -10.000 -0.615
10/21/95 9.65926885 9.65926885 1.099 96.724 -10.000 -0.615
12/31/95 10.73977061 10.73977061 0.988 95.736 -10.000 -0.615
12/31/96 10.73977061 10.73977061 0.988 94.747 -10.000 -0.615
12/31/97 11.92646195 11.92646195 0.0000 0.052 94.696 -0.615
12/31/98 15.26844120 15.26844120 0.000 94.6961,445.855 1,445.86 0.00 1,445.86
=====================================================
1-YEAR COMPUTATION: (All Growth)
12/31/97 14.78824745 14.78824745 $1,000.00 67.621
12/31/98 16.03445670 16.03445670 0.0000 67.6211,084.266 -0.615 1,083.65 -60.00 1,023.65
=====================================================
5-YEAR COMPUTATION: (All Growth)
12/31/93 13.39061510 13.39061510 $1,000.00 74.679
12/31/94 11.82817343 11.82817343 0.793 73.886 -10.000 -0.615
12/31/95 14.33527152 14.33527152 0.897 72.989 -10.000 -0.615
12/31/96 14.10994503 14.10994503 0.741 72.248 -10.000 -0.615
12/31/97 14.78824745 14.78824745 0.752 71.496 -10.000 -0.615
12/31/98 16.0344567 16.03445670 0.0000 0.042 71.4541,145.731 -0.615 1,145.12 -20.00 1,125.12
=====================================================
INCEPTION TO DATE: (All Growth)
01/25/89 10.00011040 10.00011040 $1,000.00 99.999
01/25/90 9.50087963 9.50087963 1.117 98.882 -10.000 -0.615
01/25/91 10.18945092 10.18945092 1.042 97.840 -10.000 -0.615
01/25/92 13.07412251 13.07412251 0.812 97.028 -10.000 -0.615
01/25/93 12.90567652 12.90567652 0.823 96.205 -10.000 -0.615
01/25/94 13.54094212 13.54094212 0.784 95.421 -10.000 -0.615
01/25/95 11.94927201 11.94927201 0.888 94.533 -10.000 -0.615
01/25/96 14.84442650 14.84442650 0.041 94.492 -0.615
12/31/96 14.10994503 14.10994503 0.044 94.448 -0.615
12/31/97 14.78824745 14.78824745 0.0000 0.042 94.406 -0.615
12/31/98 16.03445670 16.03445670 0.000 94.4061,513.756 1,513.76 0.00 1,513.76
=====================================================
FUND NAME: Liquid Assets
FUND NAME: Limited Maturity
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\-----Liquid Asset-\------------Limited Maturity---------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 01/25/89 12/31/97 12/31/93 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 59.9369863 1 59.9369863
Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $979.37$1,138.48$1,421.91 $997.33$1,111.28$1,657.48
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -2.0634% 2.6278% 3.6058% -0.2670% 2.1327% 5.2166%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Liquid Assets)
12/31/97 14.31839436 14.31839436 $1,000.00 69.840
12/31/98 14.89090968 14.89090968 0.0000 69.8401,039.981 -0.615 1,039.37 -60.00 979.37
=====================================================
5-YEAR COMPUTATION: (Liquid Assets)
12/31/93 12.34710845 12.34710845 $1,000.00 80.991
12/31/94 12.67580101 12.67580101 0.837 80.154 -10.000 -0.615
12/31/95 13.24256763 13.24256763 0.802 79.352 -10.000 -0.615
12/31/96 13.76208876 13.76208876 0.771 78.581 -10.000 -0.615
12/31/97 14.31839436 14.31839436 0.741 77.839 -10.000 -0.615
12/31/98 14.89090968 14.89090968 0.0000 77.8391,159.097 -0.615 1,158.48 -20.00 1,138.48
=====================================================
INCEPTION TO DATE: (Liquid Asset)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000 -10.000 -0.615
12/31/90 11.37898614 11.37898614 1.062 99.067 -10.000 -0.615
12/31/91 11.76266813 11.76266813 0.933 98.165 -10.000 -0.615
12/31/92 11.96032248 11.96032248 0.902 97.277 -10.000 -0.615
12/31/93 12.34710845 12.34710845 0.888 96.417 -10.000 -0.615
12/31/94 12.67580101 12.67580101 0.860 95.580 -10.000 -0.615
12/31/95 13.24256763 13.24256763 0.837 95.533 -0.615
12/31/96 13.76208876 13.76208876 0.046 95.489 -0.615
12/31/97 14.31839436 14.31839436 0.045 95.489 -0.615
12/31/98 14.89090968 14.89090968 0.0000 95.4891,421.914 1,421.91 0.00 1,421.91
=====================================================
1-YEAR COMPUTATION: (Limited Maturity)
12/31/97 16.46180954 16.46180954 $1,000.00 60.747
12/31/98 17.41559566 17.41559566 0.0000 60.7471,057.945 -0.615 1,057.33 -60.00 997.33
=====================================================
5-YEAR COMPUTATION: (Limited Maturity)
12/31/93 13.95043923 13.95043923 $1,000.00 71.682
12/31/94 13.64713435 13.64713435 0.761 70.921 -10.000 -0.615
12/31/95 15.09509752 15.09509752 0.778 70.143 -10.000 -0.615
12/31/96 15.58819856 15.58819856 0.703 69.440 -10.000 -0.615
12/31/97 16.46180954 16.46180954 0.681 68.759 -10.000 -0.615
12/31/98 17.41559566 17.41559566 0.0000 68.7591,131.897 -0.615 1,131.28 -20.00 1,111.28
=====================================================
INCEPTION TO DATE: (Limited Maturity)
01/25/89 10.00011032 10.00011032 $1,000.00 99.999
12/31/90 11.60540683 11.60540683 0.915 99.084 -10.000 -0.615
12/31/91 12.78428987 12.78428987 0.830 98.254 -10.000 -0.615
12/31/92 13.26869700 13.26869700 0.800 97.454 -10.000 -0.615
12/31/93 13.95043923 13.95043923 0.761 96.693 -10.000 -0.615
12/31/94 13.64713435 13.64713435 0.778 95.915 -10.000 -0.615
12/31/95 15.09509752 15.09509752 0.703 95.212 -10.000 -0.615
12/31/96 15.58819856 15.58819856 0.039 95.172 -0.615
12/31/97 16.46180954 16.46180954 0.000 95.172 -0.615
12/31/98 17.41559566 17.41559566 0.0000 95.1721,657.485 1,657.48 0.00 1,657.48
=====================================================
FUND NAME: Hard Assets
FUND NAME: Real Estate
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\-------Hard Assets------------\----Real Estate--------------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 01/25/89 12/31/97 12/31/93 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 59.9369863 1 59.9369863
Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $636.52 #VALUE! $1,398.21 $796.23$1,622.56$2,564.14
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -36.3477% #VALUE! 3.4308% -20.3771% 10.1640% 9.9394%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Hard Assets)
12/31/97 21.29619477 21.29619477 $1,000.00 46.957
12/31/98 14.84631213 14.84631213 0.0000 46.957 697.138 -0.615 696.52 -60.00 636.52
=====================================================
5-YEAR COMPUTATION: (Hard Assets)
12/31/93 13.80971795 13.80971795 $1,000.00 72.413
12/31/94 14.01783483 14.01783483 0.769 71.644 -10.000 -0.615
12/31/95 15.36180098 15.36180098 0.757 70.887 -10.000 -0.615
12/31/96 20.26229821 20.26229821 0.691 70.196 -10.000 -0.615
12/31/97 21.29619480 21.29619480 0.524 69.672 -10.000 -0.615
12/31/98 14.84863121 14.84863121 0.0000 69.6721,034.535 -0.615 #VALUE! -20.00 #VALUE!
=====================================================
INCEPTION TO DATE: (Hard Assets)
01/25/89 10.00011040 10.00011040 $1,000.00 99.999
01/25/90 12.07413563 12.07413563 0.879 99.120 -10.000 -0.615
01/25/91 9.38013733 9.38013733 1.132 97.988 -10.000 -0.615
01/25/92 10.63263825 10.63263825 0.998 96.990 -10.000 -0.615
01/25/93 9.25760265 9.25760265 1.147 95.843 -10.000 -0.615
01/25/94 14.07843503 14.07843503 0.754 95.089 -10.000 -0.615
01/25/95 13.04898226 13.04898226 0.814 94.276 -10.000 -0.615
01/25/96 16.61605516 16.61605516 0.037 94.239 -0.615
12/31/96 20.26229821 20.26229821 0.030 94.208 -0.615
12/31/97 21.29619480 21.29619480 0.029 94.179 -0.615
12/31/98 14.84631213 14.84631213 0.0000 94.1791,398.215 1,398.21 0.00 1,398.21
=====================================================
1-YEAR COMPUTATION: (Real Estate)
12/31/97 26.37686906 26.37686906 $1,000.00 37.912
12/31/98 22.60088736 22.60088736 0.0000 37.912 856.845 -0.615 856.23 -60.00 796.23
=====================================================
5-YEAR COMPUTATION: (Real Estate)
12/31/93 13.33211784 13.33211784 $1,000.00 75.007
12/31/94 14.03603405 14.03603405 0.756 74.251 -10.000 -0.615
12/31/95 16.20088165 16.20088165 0.655 73.595 -10.000 -0.615
12/31/96 21.69874661 21.69874661 0.489 73.106 -10.000 -0.615
12/31/97 26.37686906 26.37686906 0.402 72.704 -10.000 -0.615
12/31/98 22.60088736 22.60088736 0.0000 72.7041,643.170 -0.615 1,642.56 -20.00 1,622.56
=====================================================
INCEPTION TO DATE: (Real Estate)
#VALUE!
12/31/89 9.78668322 9.78668322 $1,000.00 102.180 -10.000 -0.615
12/31/90 7.67516088 7.67516088 1.085 100.797 -10.000 -0.615
12/31/91 10.18681929 10.18681929 1.383 99.755 -10.000 -0.615
12/31/92 11.48369474 11.48369474 1.042 98.830 -10.000 -0.615
12/31/93 13.33211784 13.33211784 0.924 98.034 -10.000 -0.615
12/31/94 14.03603405 14.03603405 0.796 97.278 -10.000 -0.615
12/31/95 16.20088165 16.20088165 0.756 97.240 -0.615
12/31/96 21.69874661 21.69874661 0.038 97.212 -0.615
12/31/97 26.37686906 26.37686906 0.028 97.212 -0.615
12/31/98 22.60088736 22.60088736 0.0000 97.2122,564.137 2,564.14 0.00 2,564.14
=====================================================
FUND NAME: Fully Managed
FUND NAME: Multiple Allocation
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------Fully Managed--------\ \-----Multiple Allocation---------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 01/25/89 12/31/96 12/31/92 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/97 12/31/97
Number of years (expressed as a deci (N) 1 59.9369863 1 58.9369863
Maximum current sales load (%) 6.00% 2.00% 0.00% 6.00% 2.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $987.75$1,431.58$2,018.58 $1,011.18$1,466.28$2,163.53
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -1.2253% 7.4393% 7.3243% 1.1178% 7.9551% 9.0192%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Fully Managed)
12/31/97 20.35932038 20.35932038 $1,000.00 49.118
12/31/98 21.34374858 21.34374858 0.0000 49.1181,048.362 -0.615 1,047.75 -60.00 987.75
=====================================================
5-YEAR COMPUTATION: (Fully Managed)
12/31/93 14.10606146 14.10606146 $1,000.00 70.892
12/31/94 12.94996256 12.94996256 0.753 70.139 -10.000 -0.615
12/31/95 15.47617327 15.47617327 0.820 69.320 -10.000 -0.615
12/31/96 17.82834111 17.82834111 0.686 68.634 -10.000 -0.615
12/31/97 20.35932038 20.35932038 0.595 68.038 -10.000 -0.615
12/31/98 21.34374858 21.34374858 0.0000 68.0381,452.194 -0.615 1,451.58 -20.00 1,431.58
=====================================================
INCEPTION TO DATE: (Fully Managed)
01/25/89 10.00011040 10.00011040 $1,000.00 99.999
12/31/90 9.86658003 9.86658003 1.062 98.937 -10.000 -0.615
12/31/91 12.59348469 12.59348469 1.076 97.862 -10.000 -0.615
12/31/92 13.24380518 13.24380518 0.843 97.019 -10.000 -0.615
12/31/93 14.10606146 14.10606146 0.802 96.217 -10.000 -0.615
12/31/94 12.94996256 12.94996256 0.753 95.465 -10.000 -0.615
12/31/95 15.47617327 15.47617327 0.820 94.645 -10.000 -0.615
12/31/96 17.82834111 17.82834111 0.040 94.605 -0.615
12/31/97 20.35932038 20.35932038 0.030 94.575 -0.615
12/31/98 21.34374858 21.34374858 0.0000 0.000 94.5752,018.582 2,018.58 0.00 2,018.58
=====================================================
1-YEAR COMPUTATION: (Multiple Allocation)
12/31/97 21.27587362 21.27587362 $1,000.00 47.002
12/31/98 22.80315412 22.80315412 0.0000 47.0021,071.794 -0.615 1,071.18 -60.00 1,011.18
=====================================================
5-YEAR COMPUTATION: (Multiple Allocation)
12/31/93 14.75275828 14.75275828 $1,000.00 67.784
12/31/94 14.43399288 14.43399288 0.720 67.064 -10.000 -0.615
12/31/95 16.99590910 16.99590910 0.735 66.329 -10.000 -0.615
12/31/96 18.29999096 18.29999096 0.625 65.704 -10.000 -0.615
12/31/97 21.27587362 21.27587362 0.499 65.205 -10.000 -0.615
12/31/98 22.80315412 22.80315412 0.0000 65.2051,486.891 -0.615 1,486.28 -20.00 1,466.28
=====================================================
INCEPTION TO DATE: (Multiple Allocation)
01/25/89 10.00011040 10.00011040 $1,000.00 99.999
12/31/90 11.18917871 11.18917871 1.062 98.937 -10.000 -0.615
12/31/91 13.29560725 13.29560725 0.949 97.989 -10.000 -0.615
12/31/92 13.40951371 13.40951371 0.798 97.190 -10.000 -0.615
12/31/93 14.75275828 14.75275828 0.792 96.399 -10.000 -0.615
12/31/94 14.43399288 14.43399288 0.720 95.679 -10.000 -0.615
12/31/95 16.99590910 16.99590910 0.735 94.944 -10.000 -0.615
12/31/96 18.29999096 18.29999096 0.036 94.908 -0.615
12/31/97 21.27587362 21.27587362 0.029 94.879 -0.615
12/31/98 22.80315412 22.80315412 0.0000 94.8792,163.531 2,163.53 0.00 2,163.53
=====================================================
FUND NAME: Capital Appreciation
FUND NAME: Rising Dividends
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------Capital Appreciation----\------Rising Dividends--------------\
SEC TOTAL RETURN FORMULA: FYE For The F05/04/92 To FYE For The F10/04/93 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 05/04/92 12/31/96 12/31/93 10/04/93
Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/98 12/31/97
Number of years (expressed as a deci (N) 15.00273976.6630137 15.00273974.2438356
Maximum current sales load (%) 6.00% 2.00% 1.00% 6.00% 2.00% 3.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $835.84$1,820.79$1,956.50 $1,069.33$2,142.65$2,230.34
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -16.4155% 12.7258% 10.5977% 6.9334% 16.4539% 20.8060%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Capital Appreciation)
12/31/97 25.13396162 25.13396162 $1,000.00 39.787
12/31/98 22.53148084 22.53148084 0.0000 39.787 896.460 -0.615 895.84 -60.00 835.84
=====================================================
5-YEAR COMPUTATION: (Capital Appreciation)
12/31/93 11.80836065 11.80836065 $1,000.00 84.686
12/31/94 11.50448375 11.50448375 0.899 83.787 -10.000 -0.615
12/31/95 14.82518860 14.82518860 0.923 82.864 -10.000 -0.615
12/31/96 17.64879361 17.64879361 0.716 82.148 -10.000 -0.615
12/31/97 25.13396162 25.13396162 0.422 81.726 -10.000 -0.615
12/31/98 22.53148084 22.53148084 0.0000 81.7261,841.406 -0.615 1,840.79 -20.00 1,820.79
=====================================================
INCEPTION TO DATE: (Capital Appreciation)
05/04/92 11.01271537 11.01271537 $1,000.00 90.804
12/31/93 11.80836065 11.80836065 0.964 89.840 -10.000 -0.615
12/31/94 11.50448375 11.50448375 0.899 88.941 -10.000 -0.615
12/31/95 14.82518860 14.82518860 0.923 88.018 -10.000 -0.615
12/31/96 17.64879361 17.64879361 0.716 87.302 -10.000 -0.615
12/31/97 25.13396162 25.13396162 0.024 87.278 -0.615
12/31/98 22.53148084 22.53148084 0.0000 87.2781,966.500 1,966.50 -10.00 1,956.50
=====================================================
1-YEAR COMPUTATION: (Rising Dividends)
12/31/97 20.40959374 20.40959374 $1,000.00 48.997
12/31/98 23.06161110 23.06161110 0.0000 48.9971,129.950 -0.615 1,129.33 -60.00 1,069.33
=====================================================
5-YEAR COMPUTATION: (Rising Dividends)
12/31/93 10.28910998 10.28910998 $1,000.00 97.190
12/31/94 10.24668606 10.24668606 1.032 96.158 -10.000 -0.615
12/31/95 13.29594256 13.29594256 1.036 95.122 -10.000 -0.615
12/31/96 15.8797376 15.87973760 0.798 94.324 -10.000 -0.615
12/31/97 20.40959374 20.40959374 0.520 93.804 -10.000 -0.615
12/31/98 23.06161110 23.06161110 0.0000 93.8042,163.267 -0.615 2,162.65 -20.00 2,142.65
=====================================================
INCEPTION TO DATE: (Rising Dividends)
10/04/93 10.00000000 10.00000000 $1,000.00 100.000
12/31/94 10.24668606 10.24668606 0.798 99.202 -10.000 -0.615
12/31/95 13.29594256 13.29594256 0.668 98.533 -10.000 -0.615
12/31/96 15.87973760 15.87973760 0.520 98.013 -10.000 -0.615
12/31/97 20.40959374 20.40959374 0.000 98.013 -10.000 -0.615
12/31/98 23.06161110 23.06161110 0.0000 98.0132,260.338 2,260.34 -30.00 2,230.34
=====================================================
FUND NAME: Emerging Markets
FUND NAME: Strategic Equity
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
\------Emerging Markets--------\------Strategic Equity--------------\
SEC TOTAL RETURN FORMULA: FYE 12/31/93 10/04/93 To FYE FYE
12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
(W/O Load) (With Load)
---------------------------- ---------- ----------
Total return period:
Beginning date 12/31/97 12/31/93 10/04/93 12/31/97 10/02/95
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 15.00273975.2438356 1 3.2493151
Maximum current sales load (%) 6.00% 2.00% 3.00% 6.00% 4.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $690.87 $501.21 $611.19 $938.32 $1,378.10
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -30.9126%-12.8964% -8.9618% -6.1682% 10.3735%
\| ============================ =========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Emerging Markets)
12/31/97 8.83772030 8.83772030 $1,000.00 113.151
12/31/98 6.64147065 6.64147065 0.0000 113.151 751.489 -0.615 750.87 -60.00 690.87
=====================================================
5-YEAR COMPUTATION: (Emerging Markets)
12/31/93 12.41003519 12.41003519 $1,000.00 80.580
12/31/94 10.42167908 10.42167908 0.855 79.725 -10.000 -0.615
12/31/95 9.27498228 9.27498228 1.019 78.706 -10.000 -0.615
12/31/96 9.85030817 9.85030817 0.066 78.640 -0.615
12/31/97 8.83772030 8.83772030 0.070 78.570 -0.615
12/31/98 6.64147065 6.64147065 0.0000 78.570 521.821 -0.615 521.21 -20.00 501.21
=====================================================
INCEPTION TO DATE: (Emerging Markets)
10/04/93 10.00000000 10.00000000 $1,000.00 100.000
12/31/94 10.42167908 10.42167908 1.019 98.981 -10.000 -0.615
12/31/95 9.27498228 9.27498228 1.145 97.837 -10.000 -0.615
12/31/96 9.85030817 9.85030817 1.201 96.636 -10.000 -0.615
12/31/97 8.83772030 8.83772030 0.093 96.543 -0.615
12/31/98 6.64147065 6.64147065 0.0000 96.543 641.188 641.19 -30.00 611.19
=====================================================
1-YEAR COMPUTATION: (Strategic Equity)
12/31/97 14.42346108 14.42346108 $1,000.00 69.331
12/31/98 14.39930824 14.39930824 0.0000 69.331 998.318 -0.615 998.32 -60.00 938.32
=====================================================
INCEPTION TO DATE: (Strategic Equity)
10/02/95 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 11.82980123 11.82980123 0.736 99.264 -10.000 -0.615
12/31/97 14.42346108 14.42346108 0.737 98.527 -10.000 -0.615
12/31/98 14.39930824 14.39930824 0.0000 98.5271,418.718 1418.10 -40.00 1,378.10
=====================================================
FUND NAME: Value Equity
FUND NAME: Market Manager
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
\-Value Equity-\ \-Value Equity-\ \------Market Manager-------\
SEC TOTAL RETURN FORMULA: FYE 01/03/95 To FYE 11/14/94 To
12/31/98 12/31/98 12/31/98 12/31/98
---------- ---------- ---------- ----------
Total return period:
Beginning date 12/31/97 01/03/95 12/31/97 11/14/94
Ending date 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 3.9945205 1 4.1315068
Maximum current sales load (%) 6.00% 4.00% 6.00% 3.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $944.75 $1,792.33 $1,161.72 $2,297.02
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -5.5249% 15.7288% 16.1720% 22.2975%
\| ========== ========== ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Value Equity)
12/31/97 18.47798760 18.47798760 $1,000.00 54.118
12/31/98 18.57729740 18.57729740 0.0000 54.1181,005.366 -0.615 1,004.75 -60.00 944.75
=====================================================
INCEPTION TO DATE: (Value Equity)
01/03/95 10.00000000 10.00000000 $1,000.00 100.000
12/31/95 13.39088249 13.39088249 0.793 99.207 -10.000 -0.615
12/31/96 14.66394353 14.66394353 0.574 98.633 -10.000 -0.615
12/31/97 18.47798760 18.47798760 0.000 98.633 -10.000 -0.615
12/31/98 18.57729740 18.57729740 0.0000 98.6331,832.330 1832.33 -40.00 1,792.33
=====================================================
1-YEAR COMPUTATION: (Market Manager)
12/31/97 19.39678920 19.39678920 $1,000.00 51.555
12/31/98 23.70935049 23.70935049 0.0000 51.5551,222.336 -0.615 1,221.72 -60.00 1,161.72
=====================================================
INCEPTION TO DATE: (Market Manager)
11/14/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/94 12.38623293 12.38623293 0.857 99.143 -10.000 -0.615
12/31/96 14.64054646 14.64054646 0.547 98.596 -10.000 -0.615
12/31/97 19.39678920 19.39678920 0.448 98.148 -10.000 -0.615
12/31/98 23.70935049 23.70935049 0.0000 98.1482,327.024 2,327.02 -30.00 2,297.02
=====================================================
FUND NAME: Small Cap
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Small Capitalization------\
SEC TOTAL RETURN FORMULA: FYE 01/01/96 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 01/01/96
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 3
Maximum current sales load (%) 6.00% 4.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,137.11 $1,514.49
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 13.7111% 14.8389%
\| 1000 ==========
-----------------
Annulized Before 1,137.11
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Small Cap)
12/31/97 12.98671801 12.98671801 $1,000.00 77.002
12/31/98 15.55448515 15.55448515 0.0000 77.0021,197.726 -0.615 1,197.11 -60.00 1,137.11
=====================================================
INCEPTION TO DATE: (Small Cap)
01/01/96 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 11.89023915 11.89023915 0.062 99.938 -0.615
12/31/97 12.98671801 12.98671801 0.000 99.938 -0.615
12/31/98 15.55448515 15.55448515 0.0000 99.9381,554.491 1,554.49 -40.00 1,514.49
=====================================================
FUND NAME: Mid-Cap Growth Portfolio
FUND NAME: Research Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------Mid-Cap Growth Portfolio\------Rearch Portfolio--------------\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 To FYE 10/04/97 To
12/31/98 12/31/98 12/31/98 12/31/98
---------- ---------- ---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94 12/31/97 10/07/94
Ending date 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356164 1 4.2356164
Maximum current sales load (%) 6.00% 3.00% 6.00% 3.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,155.22 $2,187.65 $1,157.59 $2,250.30
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 15.5217% 20.3002% 15.7587% 21.1049%
\| ========== ========== ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Mid-Cap Growth Portfolio)
12/31/97 18.78886392 18.78886392 $1,000.00 53.223
12/31/98 22.84411133 22.84411133 0.0000 53.2231,215.832 -0.615 1,215.22 -60.00 1,155.22
=====================================================
INCEPTION TO DATE: (Mid-Cap Growth Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/95 13.27659260 13.27659260 1.062 98.938 -10.000 -0.615
12/31/96 15.86037489 15.86037489 0.800 98.139 -10.000 -0.615
12/31/97 18.78886392 18.78886392 1.062 97.077 -10.000 -0.615
12/31/98 22.84411133 22.84411133 0.0000 97.0772,217.646 2,217.65 -30.00 2,187.65
=====================================================
1-YEAR COMPUTATION: (Rearch Portfolio)
12/31/97 19.10516558 19.10516558 $1,000.00 52.342
12/31/98 23.27390218 23.27390218 0.0000 52.3421,218.203 -0.615 1,217.59 -60.00 1,157.59
=====================================================
INCEPTION TO DATE: (Research Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/95 13.15794649 13.15794649 0.807 99.193 -10.000 -0.615
12/31/96 16.06539189 16.06539189 0.661 98.532 -10.000 -0.615
12/31/97 19.10516558 19.10516558 0.556 97.977 -10.000 -0.615
12/31/98 23.27390218 23.27390218 0.0000 97.9772,280.303 2,280.30 -30.00 2,250.30
=====================================================
FUND NAME: Total Return
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Total Return-----\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356164
Maximum current sales load (%) 6.00% 3.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,044.13 $1,771.08
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 4.4135% 14.4478%
\| 1000 ==========
-----------------
Annulized Before 1,044.13
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Total Return)
12/31/97 16.30914871 16.30914871 $1,000.00 61.315
12/31/98 18.01762011 18.01762011 0.0000 61.3151,104.750 -0.615 1,104.13 -60.00 1,044.13
=====================================================
INCEPTION TO DATE: (Total Return)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/95 12.11169524 12.11169524 0.062 99.938 -0.615
12/31/96 13.63035759 13.63035759 0.045 99.893 -0.615
12/31/97 16.30914871 16.30914871 0.038 99.962 -0.615
12/31/98 18.01762011 18.01762011 0.0000 99.9621,801.082 1,801.08 -30.00 1,771.08
=====================================================
FUND NAME: Growth & Income
FUND NAME: Growth
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/97
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------Growth & Income---------\------ Growth---------\
SEC TOTAL RETURN FORMULA: FYE 04/01/96 To FYE 04/01/96 To
12/31/98 12/31/98 12/31/98 12/31/98
---------- ---------- ---------- ----------
Total return period:
Beginning date 12/31/97 04/01/96 12/31/97 04/01/96
Ending date 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 2.7506849 1 2.7506849
Maximum current sales load (%) 6.00% 5.00% 6.00% 5.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,047.91 $1,668.79 $1,194.95 $1,595.55
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 4.7910% 20.4628% 19.4954% 18.5133%
\| ========== ========== ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Growth & Income Portfolio)
12/31/97 15.51473202 15.51473202 $1,000.00 64.455
12/31/98 17.19843946 17.19843946 0.0000 64.4551,108.525 -0.615 1,107.91 -60.00 1,047.91
=====================================================
INCEPTION TO DATE: (Growth & Income Portfolio)
04/01/96 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 12.52260282 12.52260282 0.062 99.938 -0.615
12/31/97 15.51473202 15.51473202 0.000 99.938 -0.615
12/31/98 17.19843946 17.19843946 0.0000 99.9381,718.786 1,718.79 -50.00 1,668.79
=====================================================
1-YEAR COMPUTATION: (Growth Portfolio)
12/31/97 13.12119141 13.12119141 $1,000.00 76.213
12/31/98 16.47447469 16.47447469 0.0000 76.2131,255.569 -0.615 1,254.95 -60.00 1,194.95
=====================================================
INCEPTION TO DATE: (Growth Portfolio)
04/01/96 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 11.44855749 11.44855749 0.062 99.938 -0.615
12/31/97 13.12119141 13.12119141 0.054 99.885 -0.615
12/31/98 16.47447469 16.47447469 0.0000 99.8851,645.548 1,645.55 -50.00 1,595.55
=====================================================
FUND NAME: Global Fixed Income
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Small Capitalization----\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356164
Maximum current sales load (%) -60.00% -30.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,046.72 $1,300.34
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 4.6720% 6.3966%
\| 1000 ==========
-----------------
Annulized Before 1,046.72
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Global Fixed Income)
12/31/97 12.02027070 12.02027070 $1,000.00 83.193
12/31/98 13.31043402 13.31043402 0.0000 83.1931,107.335 -0.615 1,106.72 -60.00 1,046.72
=====================================================
INCEPTION TO DATE: (Global Fixed Income)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/95 11.60420749 11.60420749 0.062 0.000 -0.615
12/31/96 12.06182826 12.06182826 0.053 99.947 -0.615
12/31/97 12.02027070 12.02027070 0.000 99.947 -0.615
12/31/98 13.31043402 13.31043402 0.0000 99.9471,330.338 1,330.34 -30.00 1,300.34
=====================================================
FUND NAME: Developing World
FUND NAME: Growth Opportunities
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------Developing World--------\------ Growth Opporutinities---------\
SEC TOTAL RETURN FORMULA: 02/18/98 To FYE 02/18/98 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 02/08/98 02/01/98
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 0.8931507 0.9123288
Maximum current sales load (%) -60.00% -60.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestme
of all dividends and distributions (ERV) $670.91 $908.74
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -36.0376% -9.9579%
\| ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
INCEPTION TO DATE: (Developing World)
02/18/98 10.00000000 10.00000000 $1,000.0 100.000
12/31/98 7.30905685 7.30905685 0.0000 100.000 730.906 -0.615 730.91 -60.00 670.91
=====================================================
INCEPTION TO DATE: (Growth Opportunities)
02/18/98 10.00000000 10.00000000 $1,000.0 100.000
12/31/98 9.68739782 9.68739782 0.0000 100.000 968.740 -0.615 968.74 -60.00 908.74
=====================================================
FUND NAME: PIMCO High Yield Bond
FUND NAME: PIMCO StocksPLus Growth & Income
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
DVA - 100 Basis Points(14) (Based on GCG Inception Date)
- - ---------------------------------------------------------- ---------------------------
\------High Yield Bond---------\------ StocksPlus Growth & Income---------\
SEC TOTAL RETURN FORMULA: 05/01/98 To FYE 05/01/98 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 05/01/98 05/01/98
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 0.6684932 0.6684932
Maximum current sales load (%) -60.00% -60.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestme
of all dividends and distributions (ERV) $950.73 $1,054.15
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -7.2788% 8.2076%
\| ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
INCEPTION TO DAT
05/01/98 10.00000000 10.00000000 $1,000.0 100.000
12/31/98 10.10734989 10.10734989 0.0000 100.0001,010.735 -0.615 1,010.73 -60.00 950.73
=====================================================
INCEPTION TO DATE: (StocksPlus)
05/01/98 10.00000000 10.00000000 $1,000.0 100.000
12/31/98 11.14146562 11.14146562 0.0000 100.0001,114.147 -0.615 1,114.15 -60.00 1,054.15
=====================================================
</TABLE>
<TABLE>
<S><C>
DVA Series 100
FUND NAME: Managed Global
FUND NAME: All Growth
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\-----------Managed Global-----\-----All Growth--------------\
SEC TOTAL RETURN FORMULA: FYE For The F10/21/92 To FYE For The F1/25/89 To
12/31/98Year Ende 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------- ---------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 10/21/92 12/31/97 12/31/93 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 15.00273976.1972603 1 59.9369863
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,273.71$1,405.28$1,478.65 $1,077.77$1,160.02$1,538.54
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 27.3713% 7.0376% 6.5148% 7.7766% 3.0133% 4.4310%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Managed Global)
12/31/97 11.92646195 11.92646195 $1,000.00 83.847
12/31/98 15.26844120 15.26844120 0.0000 83.8471,280.213 -6.500 1,273.71 0.00 1,273.71
=====================================================
5-YEAR COMPUTATION: (Managed Global)
12/31/93 10.51800528 10.51800528 $1,000.00 95.075
12/31/94 9.09118269 9.09118269 0.618 94.457 -6.500
12/31/95 9.65926885 9.65926885 0.715 93.742 -6.500
12/31/96 10.73977061 10.73977061 0.673 93.069 -6.500
12/31/97 11.92646195 11.92646195 0.605 92.464 -6.500
12/31/98 15.2684412 15.26844120 0.0000 92.4641,411.779 -6.500 1,405.28 0.00 1,405.28
=====================================================
INCEPTION TO DATE: (Managed Global)
10/21/92 10.00000000 10.00000000 $1,000.00 100.000
12/31/93 10.51800528 10.51800528 0.618 99.382 -6.500
12/31/94 9.09118269 9.09118269 0.715 98.667 -6.500
12/31/95 9.65926885 9.65926885 0.673 97.994 -6.500
12/31/96 10.73977061 10.73977061 0.605 97.389 -6.500
12/31/97 11.92646195 11.92646195 0.545 96.844 -6.500
12/31/98 15.26844120 15.26844120 0.0000 96.8441,478.655 1,478.65 0.00 1,478.65
=====================================================
1-YEAR COMPUTATION: (All Growth)
12/31/97 14.78824745 14.78824745 $1,000.00 67.621
12/31/98 16.03445670 16.03445670 0.0000 67.6211,084.266 -6.500 1,077.77 0.00 1,077.77
=====================================================
5-YEAR COMPUTATION: (All Growth)
12/31/93 13.39061510 13.39061510 $1,000.00 74.679
12/31/94 11.82817343 11.82817343 0.485 74.194 -6.500
12/31/95 14.33527152 14.33527152 0.550 73.644 -6.500
12/31/96 14.10994503 14.10994503 0.453 73.191 -6.500
12/31/97 14.78824745 14.78824745 0.440 72.751 -6.500
12/31/98 16.03445670 16.03445670 0.0000 72.7511,166.524 -6.500 1,160.02 0.00 1,160.02
=====================================================
INCEPTION TO DATE: (All Growth)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 9.74216451 9.74216451 0.667 99.333 -6.500
12/31/91 13.16346986 13.16346986 0.494 98.839 -6.500
12/31/92 12.69391689 12.69391689 0.512 98.327 -6.500
12/31/93 13.39061510 13.39061510 0.485 97.842 -6.500
12/31/94 11.82817343 11.82817343 0.550 97.292 -6.500
12/31/95 14.33527152 14.33527152 0.461 96.831 -6.500
12/31/96 14.10994503 14.10994503 0.440 96.392 -6.500
12/31/97 14.78824745 14.78824745 0.440 95.952 -6.500
12/31/98 16.03445670 16.03445670 0.0000 95.9521,538.542 1,538.54 0.00 1,538.54
=====================================================
FUND NAME: Liquid Assets
FUND NAME: Limited Maturity
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\-----Liquid Asset-\------------Limited Maturity---------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 Feb. 28, Years EndFeb. 28, 1997
12/31/98 Feb. 28, 1997
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 01/25/89 02/29/96 09/30/91 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 09/30/96 09/30/96 09/30/96
Number of years (expressed as a deci (N) 1 59.9369863 1 57.6849315
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,033.48$1,170.79$1,426.44 $1,051.45$1,211.95$1,673.88
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 3.3481% 3.2039% 3.6390% 5.1445% 3.9195% 6.9331%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Liquid Assets)
12/31/97 14.31839436 14.31839436 $1,000.00 69.840
12/31/98 14.89090968 14.89090968 0.0000 69.8401,039.981 -6.500 1,033.48 0.00 1,033.48
=====================================================
5-YEAR COMPUTATION: (Liquid Assets)
12/31/93 12.34710845 12.34710845 $1,000.00 80.991
12/31/94 12.67580101 12.67580101 0.513 80.478 -6.500
12/31/95 13.24256763 13.24256763 0.491 79.987 -6.500
12/31/96 13.76208876 13.76208876 0.472 79.515 -6.500
12/31/97 14.31839436 14.31839436 0.454 79.061 -6.500
12/31/98 14.89090968 14.89090968 0.0000 79.0611,177.292 -6.500 1,170.79 0.00 1,170.79
=====================================================
INCEPTION TO DATE: (Liquid Asset)
01/26/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 11.37898614 11.37898614 0.571 99.429 -6.500
12/31/91 11.90233406 11.90233406 0.571 98.858 -6.500
12/31/92 12.15133051 12.15133051 0.546 98.311 -6.500
12/31/93 12.34710845 12.34710845 0.535 97.777 -6.500
12/31/94 12.67580101 12.67580101 0.526 97.250 -6.500
12/31/95 13.24256763 13.24256763 0.513 96.737 -6.500
12/31/96 13.76208876 13.76208876 0.491 96.246 -6.500
12/31/97 14.31839436 14.31839436 0.454 95.792 -6.500
12/31/98 14.89090968 14.89090968 0.0000 95.7921,426.437 1,426.44 0.00 1,426.44
=====================================================
1-YEAR COMPUTATION: (Limited Maturity)
12/31/97 16.46180954 16.46180954 $1,000.00 60.747
12/31/98 17.41559566 17.41559566 0.0000 60.7471,057.945 -6.500 1,051.45 0.00 1,051.45
=====================================================
5-YEAR COMPUTATION: (Limited Maturity)
12/31/93 13.95043923 13.95043923 $1,000.00 71.682
12/31/94 13.64713435 13.64713435 0.476 71.206 -6.500
12/31/95 15.09509752 15.09509752 0.431 70.775 -6.500
12/31/9 15.58819856 15.58819856 0.417 70.358 -6.500
12/31/97 16.46180954 16.46180954 0.395 69.963 -6.500
12/31/98 17.41559566 17.41559566 0.0000 69.9631,218.452 -6.500 1,211.95 0.00 1,211.95
=====================================================
INCEPTION TO DATE: (Limited Maturity)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 11.60540683 11.60540683 0.560 99.440 -6.500
12/31/91 12.78428987 12.78428987 0.560 98.880 -6.500
12/31/92 13.26869700 13.26869700 0.508 98.371 -6.500
12/31/93 13.95043923 13.95043923 0.490 97.882 -6.500
12/31/94 13.64713435 13.64713435 0.466 97.416 -6.500
12/31/95 15.09509752 15.09509752 0.476 96.939 -6.500
12/31/96 15.58819856 15.58819856 0.431 96.509 -6.500
12/31/97 16.46180954 16.46180954 0.395 96.114 -6.500
12/31/98 17.41559566 17.41559566 0.0000 96.1141,673.880 1,673.88 0.00 1,673.88
=====================================================
FUND NAME: Hard Assets
FUND NAME: Real Estate
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\-------Hard Assets------------\----Real Estate--------------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/97Years End 12/31/97
12/31/98 12/31/97
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 01/25/89 12/31/96 12/31/92 01/25/89
Ending date 12/31/98 12/31/98 12/31/98 12/31/97 12/31/97 12/31/97
Number of years (expressed as a deci (N) 1 59.9369863 1 58.9369863
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $690.64$1,043.88$1,421.11 $850.34$1,656.85$2,158.47
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -30.9362% 0.8626% 3.6000% -14.9655% 10.6259% 8.9906%
\| ============================ ============================
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Hard Assets)
12/31/97 21.29619480 21.29619480 $1,000.00 46.957
12/31/98 14.84631213 14.84631213 0.0000 46.957 697.138 -6.500 690.64 0.00 690.64
=====================================================
5-YEAR COMPUTATION: (Hard Assets)
12/31/93 13.80971795 13.80971795 $1,000.00 72.413
12/31/94 14.01783483 14.01783483 0.471 71.942 -6.500
12/31/95 15.36180098 15.36180098 0.464 71.479 -6.500
12/31/96 20.26229821 20.26229821 0.423 71.055 -6.500
12/31/97 21.29619480 21.29619480 0.305 70.750 -6.500
12/31/98 14.84631213 14.84631213 0.0000 70.7501,050.381 -6.500 1,043.88 0.00 1,043.88
=====================================================
INCEPTION TO DATE: (Hard Assets)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 10.05281622 10.05281622 0.647 99.353 -6.500
12/31/91 10.42048919 10.42048919 0.647 98.707 -6.500
12/31/92 9.30395007 9.30395007 0.624 98.083 -6.500
12/31/93 13.80971795 13.80971795 0.699 97.384 -6.500
12/31/94 14.01783483 14.01783483 0.471 96.914 -6.500
12/31/95 15.36180098 15.36180098 0.464 96.450 -6.500
12/31/96 20.26229821 20.26229821 0.423 96.027 -6.500
12/31/97 21.29619480 21.29619480 0.305 95.722 -6.500
12/31/98 14.84631213 14.84631213 0.0000 95.7221,421.114 1,421.11 0.00 1,421.11
=====================================================
1-YEAR COMPUTATION: (Real Estate)
12/31/97 26.37686906 26.37686906 $1,000.00 37.912
12/31/98 22.60088736 22.60088736 0.0000 37.912 856.845 -6.500 850.34 0.00 850.34
=====================================================
5-YEAR COMPUTATION: (Real Estate)
12/31/93 13.33211784 13.33211784 $1,000.00 75.007
12/31/94 14.03603405 14.03603405 0.463 74.544 -6.500
12/31/95 16.20088165 16.20088165 0.401 74.143 -6.500
12/31/96 21.69874661 21.69874661 0.300 73.843 -6.500
12/31/97 26.37686906 26.37686906 0.246 73.597 -6.500
12/31/98 22.60088736 22.60088736 0.0000 73.5971,663.351 -6.500 1,656.85 0.00 1,656.85
=====================================================
INCEPTION TO DATE: (Real Estate)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 7.67516088 7.67516088 0.847 99.153 -6.500
12/31/91 10.18681929 10.18681929 0.847 98.306 -6.500
12/31/92 11.48369474 11.48369474 0.638 97.668 -6.500
12/31/93 13.33211784 13.33211784 0.566 97.102 -6.500
12/31/94 14.03603405 14.03603405 0.488 96.615 -6.500
12/31/95 16.20088165 16.20088165 0.463 96.151 -6.500
12/31/96 21.69874661 21.69874661 0.401 95.750 -6.500
12/31/97 26.37686906 26.37686906 0.246 95.504 -6.500
12/31/98 22.60088736 22.60088736 0.0000 95.5042,158.472 2,158.47 0.00 2,158.47
=====================================================
FUND NAME: Fully Managed
FUND NAME: Multiple Allocation
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\------Fully Managed-----------\--------------Multiple Allocation-------\
SEC TOTAL RETURN FORMULA: FYE For The F1/25/89 To FYE For The F1/25/89 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/98
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/96 12/31/92 01/25/89 12/31/97 12/31/93 01/25/89
Ending date 12/31/97 12/31/97 12/31/97 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 58.9369863 1 59.9369863
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,041.86$1,472.33$2,048.43 $1,065.43$1,505.13$2,195.62
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 4.1862% 8.0441% 8.3544% 6.5431% 8.5213% 8.2361%
\| ============================ ============================
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Fully Managed)
12/31/97 20.35932038 20.35932038 $1,000.00 49.118
12/31/98 21.34374858 21.34374858 0.0000 49.1181,048.362 -6.500 1,041.86 0.00 1,041.86
=====================================================
5-YEAR COMPUTATION: (Fully Managed)
12/31/93 14.10606146 14.10606146 $1,000.00 70.892
12/31/94 12.94996256 12.94996256 0.502 70.390 -6.500
12/31/95 15.47617327 15.47617327 0.420 69.970 -6.500
12/31/96 17.82834111 17.82834111 0.365 69.605 -6.500
12/31/97 20.35932038 20.35932038 0.319 69.286 -6.500
12/31/98 21.34374858 21.34374858 0.0000 69.2861,478.828 -6.500 1,472.33 0.00 1,472.33
=====================================================
INCEPTION TO DATE: (Fully Managed)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 9.86658003 9.86658003 0.659 99.341 -6.500
12/31/91 12.59348469 12.59348469 0.659 98.682 -6.500
12/31/92 13.24380518 13.24380518 0.516 98.166 -6.500
12/31/93 14.10606146 14.10606146 0.491 97.675 -6.500
12/31/94 12.94996256 12.94996256 0.461 97.215 -6.500
12/31/95 15.47617327 15.47617327 0.502 96.713 -6.500
12/31/96 17.82834111 17.82834111 0.420 96.293 -6.500
12/31/97 20.35932038 20.35932038 0.319 95.973 -6.500
12/31/98 21.34374858 21.34374858 0.0000 95.9732,048.434 2,048.43 0.00 2,048.43
=====================================================
1-YEAR COMPUTATION: (Equity Income)
12/31/97 21.27287362 21.27287362 $1,000.00 47.008
12/31/98 22.80315412 22.80315412 0.0000 47.0081,071.931 -6.500 1,065.43 0.00 1,065.43
=====================================================
5-YEAR COMPUTATION: (Equity Income)
12/31/93 14.75275828 14.75275828 $1,000.00 67.784
12/31/94 14.43399288 14.43399288 0.450 67.334 -6.500
12/31/95 16.99590910 16.99590910 0.382 66.951 -6.500
12/31/96 18.29999096 18.29999096 0.355 66.596 -6.500
12/31/97 21.27287362 21.27287362 0.306 66.290 -6.500
12/31/98 22.80315412 22.80315412 0.0000 66.2901,511.632 -6.500 1,505.13 0.00 1,505.13
=====================================================
INCEPTION TO DATE: (Multiple Allocation)
01/25/89 10.00000000 10.00000000 $1,000.00 100.000
12/31/90 11.18917871 11.18917871 0.581 99.419 -6.500
12/31/91 13.29560725 13.29560725 0.581 98.838 -6.500
12/31/92 13.40951371 13.40951371 0.489 98.349 -6.500
12/31/93 14.75275828 14.75275828 0.485 97.865 -6.500
12/31/94 14.43399288 14.43399288 0.441 97.424 -6.500
12/31/95 16.99590910 16.99590910 0.450 96.974 -6.500
12/31/96 18.29999096 18.29999096 0.382 96.591 -6.500
12/31/97 21.27287362 21.27287362 0.306 96.286 -6.500
12/31/98 22.80315412 22.80315412 0.0000 96.2862,195.616 2,195.62 0.00 2,195.62
=====================================================
FUND NAME: Capital Appreciation
FUND NAME: Rising Dividends
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\------Capital Appreciation----\------Rising Dividends--------------\
SEC TOTAL RETURN FORMULA: FYE For the F05/04/92 To FYE For the F10/04/93 To
12/31/98Years End 12/31/98 12/31/98Years End 12/31/97
12/31/98 12/31/98
---------------------------- ----------------------------
Total return period:
Beginning date 12/31/97 12/31/93 05/04/92 12/31/97 12/31/93 10/04/93
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 15.00273976.6630137 15.00273975.2438356
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,109.00$2,080.27$2,453.25 $1,119.45$2,153.22$2,230.83
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 10.8995% 15.7681% 14.4178% 11.9454% 16.5685% 16.5340%
\| ============================ ============================
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Capital Appreciation)
12/31/97 22.53148084 22.53148084 $1,000.00 44.382
12/31/98 25.13396162 25.13396162 0.0000 44.3821,115.495 -6.500 1,109.00 0.00 1,109.00
=====================================================
5-YEAR COMPUTATION: (Capital Appreciation)
12/31/93 11.80836065 11.80836065 $1,000.00 84.686
12/31/94 11.50448375 11.50448375 0.565 84.121 -6.500
12/31/95 14.82518860 14.82518860 0.438 83.683 -6.500
12/31/96 17.64879361 17.64879361 0.368 83.314 -6.500
12/31/97 22.53148084 22.53148084 0.288 83.026 -6.500
12/31/98 25.13396162 25.13396162 0.0000 83.0262,086.767 -6.500 2,080.27 0.00 2,080.27
=====================================================
INCEPTION TO DATE: (Capital Appreciation)
05/04/92 10.00000000 10.00000000 $1,000.00 100.000
12/31/93 11.80836065 11.80836065 0.550 99.450 -6.500
12/31/94 11.50448375 11.50448375 0.550 98.899 -6.500
12/31/95 14.82518860 14.82518860 0.565 98.334 -6.500
12/31/96 17.64879361 17.64879361 0.438 97.896 -6.500
12/31/97 22.53148084 22.53148084 0.288 97.607 -6.500
12/31/98 25.13396162 25.13396162 0.0000 97.6072,453.255 2,453.25 0.00 2,453.25
=====================================================
1-YEAR COMPUTATION: (Rising Dividends)
12/31/97 20.10510732 20.10510732 $1,000.00 49.739
12/31/98 22.63724817 22.63724817 0.0000 49.7391,125.954 -6.500 1,119.45 0.00 1,119.45
=====================================================
5-YEAR COMPUTATION: (Rising Dividends)
12/31/93 10.28032750 10.28032750 $1,000.00 97.273
12/31/94 10.20181800 10.20181800 0.637 96.636 -6.500
12/31/95 13.19105610 13.19105610 0.493 96.143 -6.500
12/31/96 15.69830535 15.69830535 0.414 95.729 -6.500
12/31/97 20.10510732 20.10510732 0.323 95.406 -6.500
12/31/98 22.63724817 22.63724817 0.0000 95.4062,159.723 -6.500 2,153.22 0.00 2,153.22
=====================================================
INCEPTION TO DATE: (Rising Dividends)
10/04/93 10.00000000 10.00000000 $1,000.00 100.000
12/31/94 10.20181800 10.20181800 0.637 99.363 -6.500
12/31/95 13.19105610 13.19105610 0.493 98.870 -6.500
12/31/96 15.69830535 15.69830535 0.323 98.547 -6.500
12/31/97 20.10510732 20.10510732 98.5472,230.828 2,230.83 0.00 2,230.83
12/31/98 22.63724817 22.63724817 0.0000 =====================================================
FUND NAME: Emerging Markets
FUND NAME: Strategic Equity
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
\------Emerging Markets--------\------Strategic Equity--------------\
SEC TOTAL RETURN FORMULA: FYE For the F10/04/93 To FYE 10/02/95 To
12/31/98Years End 12/31/98 12/31/98 12/31/98
12/31/98 (W/O Load) (With Load)
---------------------------- ---------- ----------
Total return period:
Beginning date 12/31/97 12/31/93 10/04/93 12/31/97 10/02/95
Ending date 12/31/98 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 15.00273975.2438356 1 3.2493151
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $744.99 $510.61 $650.47 $988.29 $1,423.45
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -25.5011%-12.5723% -7.8741% -1.1707% 11.4788%
\| ============================ =========== ==========
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------ --------- ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Emerging Markets)
12/31/97 8.83772030 8.83772030 $1,000.00 113.151
12/31/98 6.64147065 6.64147065 0.0000 113.151 751.489 -6.500 744.99 0.00 744.99
=====================================================
5-YEAR COMPUTATION: (Emerging Markets)
12/31/93 12.41003519 12.41003519 $1,000.00 80.580
12/31/94 10.42167908 10.42167908 0.624 79.956 -6.500
12/31/95 9.27498228 9.27498228 0.701 79.255 -6.500
12/31/96 9.85030817 9.85030817 0.660 78.596 -6.500
12/31/97 8.83772030 8.83772030 0.735 77.860 -6.500
12/31/98 6.64147065 6.64147065 0.0000 77.860 517.106 -6.500 510.61 0.00 510.61
=====================================================
INCEPTION TO DATE: (Emerging Markets)
10/04/93 10.00000000 10.00000000 $1,000.00 100.000
12/31/94 10.42167908 10.42167908 0.624 99.376 -6.500
12/31/95 9.27498228 9.27498228 0.701 98.675 -6.500
12/31/96 9.85030817 9.85030817 0.735 97.940 -6.500
12/31/97 8.83772030 8.83772030 97.940 650.466 650.47 0.00 650.47
12/31/98 6.64147065 6.64147065 0.0000 =====================================================
1-YEAR COMPUTATION: (Strategic Equity)
12/31/97 14.30900890 14.30900890 $1,000.00 69.886
12/31/98 14.23450344 14.23450344 0.0000 69.886 994.793 -6.500 988.29 0.00 988.29
=====================================================
INCEPTION TO DATE: (Strategic Equity)
10/02/95 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 11.77755514 11.77755514 0.454 99.546 -6.500
12/31/97 14.30900890 14.30900890 0.457 99.089 -6.500
12/31/98 14.23450344 14.23450344 0.0000 99.0891,423.450 1,423.45 0.00 1,423.45
=====================================================
FUND NAME: Value Equity
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
\-Value Equity-\ \-Value Equity-\
SEC TOTAL RETURN FORMULA: FYE 01/03/95 To
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/96 01/03/95
Ending date 12/31/97 12/31/97
Number of years (expressed as a deci (N) 1 2.9945205
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $998.87 $1,842.19
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -0.1134% 22.6329%
\| ========== ==========
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Value Equity)
12/31/97 18.47798760 18.47798760 $1,000.00 54.118
12/31/98 18.57729740 18.57729740 0.0000 54.1181,005.366 -6.500 998.87 0.00 998.87
=====================================================
INCEPTION TO DATE: (Value Equity)
01/03/95 10.00000000 10.00000000 $1,000.00 100.000
01/03/96 13.41349994 13.41349994 0.485 99.515 -6.500
12/31/96 14.66394353 14.66394353 0.352 99.164 -6.500
12/31/97 18.47798760 18.47798760 99.1641,842.192 1842.19 0.00 1,842.19
12/31/98 18.57729740 18.57729740 0.0000 =====================================================
FUND NAME: Small Cap
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Small Cap---------\
SEC TOTAL RETURN FORMULA: FYE 01/03/96
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 01/03/96
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 2.9945205
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,191.23 $1,547.73
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 19.1226% 15.7036%
\| ========== ==========
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Small Capatilazation)
12/31/97 12.98671801 12.98671801 $1,000.00 77.002
12/31/98 15.55448515 15.55448515 0.0000 77.0021,197.726 -6.500 1,191.23 0.00 1,191.23
=====================================================
INCEPTION TO DATE: (Small Capitalization)
01/03/96 9.99962760 9.99962760 $1,000.00 100.004
12/31/96 11.89023915 11.89023915 0.501 99.503 -6.500
12/31/97 12.98671801 12.98671801 99.5031,292.224 1,547.73 0.00 1,547.73
12/31/98 15.55448515 15.55448515 0.0000 =====================================================
FUND NAME: Mid-Cap Growth Portfolio
FUND NAME: Research Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\-----------Mid-Cap Growth Portfolio-------\-------Research Portfolio---\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 To FYE 10/07/94 To
12/31/98 12/31/98 12/31/98 12/31/98
---------- ---------- ---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94 12/31/97 10/07/94
Ending date 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356164 1 4.2356164
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,209.33 $2,255.42 $1,218.20 $2,297.37
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 20.9332% 21.1698% 21.8203% 21.6982%
\| ========== ========== ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Mid-Cap Growth Portfolio)
12/31/97 18.78886392 18.78886392 $1,000.00 53.223
12/31/98 22.84411133 22.84411133 0.0000 53.2231,215.832 -6.500 1,209.33 0.00 1,209.33
=====================================================
INCEPTION TO DATE: (Mid-Cap Growth Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
10/07/95 12.75769440 12.75769440 0.509 99.491 -6.500
10/07/96 15.70719994 15.70719994 0.414 99.077 -6.500
12/31/96 15.86037489 15.86037489 0.346 98.731 -6.500
12/31/97 18.78886392 18.78886392 0.000 98.7312,255.416 2,255.42 0.00 2,255.42
12/31/98 22.84411133 22.84411133 0.0000 =====================================================
1-YEAR COMPUTATION: (Research Portfolio)
12/31/97 19.10516558 19.10516558 $1,000.00 52.342
12/31/98 23.27390218 23.27390218 0.0000 52.3421,218.203 0.000 1,218.20 0.00 1,218.20
=====================================================
INCEPTION TO DATE: (Research Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
10/07/95 12.21942913 12.21942913 0.532 99.468 -6.500
10/07/96 15.55712343 15.55712343 0.418 99.050 -6.500
12/31/96 16.06539189 16.06539189 0.340 98.710 -6.500
12/31/97 19.10516558 19.10516558 0.000 98.7102,297.367 2,297.37 0.00 2,297.37
12/31/98 23.27390218 23.27390218 0.0000 =====================================================
FUND NAME: Growth Portfolio
FUND NAME: Growth & Income Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\----------- Growth Portfolio--\-------Growth & Income Portfolio----\
SEC TOTAL RETURN FORMULA: FYE 04/01/96 To FYE 04/01/96
12/31/98 12/31/98 12/31/98 12/31/98
---------- ---------- ---------- ----------
Total return period:
Beginning date 12/31/97 04/01/96 12/31/97 04/01/96
Ending date 12/31/98 12/31/98 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 2.7506849 1 2.7506849
Maximum current sales load (%) 0.00% 0.00% 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000 $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,249.07 $1,626.29 $1,102.03 $1,699.64
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 24.9069% 19.3383% 10.2025% 21.2677%
\| ========== ========== ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Growth Portfolio)
12/31/97 13.12119141 13.12119141 $1,000.00 76.213
12/31/98 16.47447469 16.47447469 0.0000 76.2131,255.569 -6.500 1,249.07 0.00 1,249.07
=====================================================
INCEPTION TO DATE: (Growth Portfolio)
04/01/96 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 11.44855749 11.44855749 0.495 99.505 -6.500
12/31/97 13.12119141 13.12119141 0.395 99.1101,632.786 -6.500 1,626.29 0.00 1,626.29
12/31/98 16.47447469 16.47447469 0.0000 =====================================================
1-YEAR COMPUTATION: (Growth & Income Portfolio)
12/31/97 15.51473202 15.51473202 $1,000.00 64.455
12/31/98 17.19843946 17.19843946 0.0000 64.4551,108.525 -6.500 1,102.03 0.00 1,102.03
=====================================================
INCEPTION TO DATE: (Growth & Income Portfolio)
04/01/96 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 12.52260282 12.52260282 0.419 99.581 -6.500
12/31/97 15.51473202 15.51473202 0.378 99.2031,706.139 -6.500 1,699.64 0.00 1,699.64
12/31/98 17.19843946 17.19843946 0.0000 =====================================================
FUND NAME: Total Return Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Total Return Portfolio-----\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 to
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356126
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,098.25 $1,624.41
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 9.8250% 12.1358%
\| ========== ==========
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Total Return Portfolio)
12/31/97 16.30914871 16.30914871 $1,000.00 61.315
12/31/98 18.01762011 18.01762011 0.0000 61.3151,104.750 -6.500 1,098.25 0.00 1,098.25
=====================================================
INCEPTION TO DATE: (Total Return Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000
12/31/96 13.63035759 13.63035759 0.399 99.601 -6.500
12/31/97 16.30914871 16.30914871 99.6011,624.415 -6.500 1,624.41 0.00 1,624.41
12/31/98 18.01762011 18.01762011 0.0000 =====================================================
FUND NAME: Global Fixed Income Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
\------Global Fixed IncomePortfolio--\
SEC TOTAL RETURN FORMULA: FYE 10/07/94 to
12/31/98 12/31/98
---------- ----------
Total return period:
Beginning date 12/31/97 10/07/94
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 1 4.2356126
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestment
of all dividends and distributions (ERV) $1,100.83 $1,314.94
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 10.0835% 6.6774%
\| ========== ==========
SERIES 100 - 135 Basis Points (24)
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
1-YEAR COMPUTATION: (Global Fixed Income Portfolio)
12/31/97 12.02027070 12.02027070 $1,000.00 83.193
12/31/98 13.31043402 13.31043402 0.0000 83.1931,107.335 -6.500 1,100.83 0.00 1,100.83
=====================================================
INCEPTION TO DATE: (Global Fixed Income Portfolio)
10/07/94 10.00000000 10.00000000 $1,000.00 100.000 -6.500
12/31/95 11.60420749 11.60420749 0.650 99.350 -6.500
12/31/96 12.06182826 12.06182826 0.560 98.790 -6.500
12/31/97 12.02027070 12.02027070 0.000 98.790 -6.500
12/31/98 13.31043402 13.31043402 0.0000 98.7901,314.936 1,314.94 0.00 1,314.94
=====================================================
FUND NAME: PIMCO High Yield Bond Portfolio
FUND NAME: PIMCO StocksPlus Growth & Income Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\---High Yield Bond Portfolio--\ \StocksPlus Growth & Income Portfolio\
SEC TOTAL RETURN FORMULA: FYE 05/01/98 To 05/01/98 To
12/31/98 12/31/98
-----------
----------
Total return period:
Beginning date 05/01/98 05/01/98
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 0.6684932 0.6684932
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestme
of all dividends and distributions (ERV) $993.92 $1,105.01
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -0.9086% 16.1107%
\| ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
INCEPTION TO DATE: (PIMCO High Yield Bond )
05/01/98 10.00000000 10.00000000 $1,000.00 100.000
12/31/98 10.00416667 10.00416667 100.0001,000.417 -6.500 993.92 0.00 993.92
=====================================================
INCEPTION TO DATE: (PIMCO StocksPlus Growth & Income)
05/01/98 10.00000000 10.00000000 $1,000.00 100.000
12/31/98 11.11511323 11.11511323 100.0001,111.511 -6.500 1,105.01 0.00 1,105.01
=====================================================
FUND NAME: Developing World Portfolio
FUND NAME: Growth Opportunities Portfolio
AVERAGE ANNUAL TOTAL RETURN COMPUTATION
QE: 12/31/98
SERIES 100 - 135 Basis Points (24)
- ------------------------------------------------------------------ ---------------------------
\-----------Developing World Portfolio-\ \-Growth Opportunities Portfolio\
SEC TOTAL RETURN FORMULA: FYE 02/18/98 To 02/18/98 To
12/31/98 12/31/98
------------
----------
Total return period:
Beginning date 02/18/98 02/18/98
Ending date 12/31/98 12/31/98
Number of years (expressed as a deci (N) 0.8657534 0.8657534
Maximum current sales load (%) 0.00% 0.00%
Assumed initial investment (P) $1,000 $1,000
Ending redeemable value (assuming reinvestme
of all dividends and distributions (ERV) $722.16 $959.27
Calculated average annual total retu (T)
N
ERV = P (1 + T) , and also:
_______
|
T = N|(ERV/P) - 1 -31.3383% -4.6894%
\| ========== ==========
---- ------------------------------------------------------ ---------------------------
ENDING ENDING ENDING
REDEEMABLE REDEEMABLE REDEEMABLE
/----------# OF SH VALUE NON ASSE VALUE VALUE
TOTAL ASSUMED REDEEMED BEFORE DEFERRED BASED BEFORE NET OF
OFFER IIE DIVIDENDINITIAL FOR FEES OTHER SALES ADMIN SURRENDERSURRENDERSURRENDER
DATE PRICE PAID INVESTMENT CUMULATIV FEES LOAD CHARGE CHARGE CHARGE CHARGE
- -------- ---------- ---------- ---------------------------------------------------------------------------------------
INCEPTION TO DATE: (Developing World )
02/18/98 10.00000000 10.00000000 $1,000.00 100.000
12/31/98 7.28662963 7.28662963 100.000 728.663 -6.500 722.16 0.00 722.16
=====================================================
INCEPTION TO DATE: (Growth Opportunities)
02/18/98 10.00000000 10.00000000 $1,000.00 100.000
12/31/98 9.65771063 9.65771063 100.000 965.771 -6.500 959.27 0.00 959.27
=====================================================
</TABLE>
EXHIBIT 15
ING VARIABLE ANNUITIES
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being duly elected
Directors and/or Officers of Golden American Life Insurance Company ("Golden
American"), constitute and appoint 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
Golden American registration statements and current amendments to
registration statements, and to file the same, with all exhibits thereto, on
or before May 3, 1999, 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.
o Post-Effective Amendment currently designated #3 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 333-28769;
811-5626)
o Amendment currently designated #5 to Golden American's Registration
Statement on Form S-1 (No. 333-28765)
o Post-Effective Amendment currently designated #12 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 33-59261;
811-5626)
o Amendment currently designated #3 to Golden American's Registration
Statement on Form S-1 (No. 333-51353)
o Post-Effective Amendment currently designated #3 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 333-28679;
811-5626)
o Golden American's Registration Statement on form S-1
o Post-Effective Amendment currently desigated #5 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 333-
28755; 811-5626)
o Amendment currently designated #3 to Golden American's Registration
Statement on Form S-1 (No. 333-65009)
o Post-Effective Amendment currently designated #1 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 333-
66757: 811-5626)
o Amendment currently designated #3 to Golden American's Registration
Statement on Form S-1 (No. 333-66745)
o Post-Effective Amendment currently designated #29 to Separate Account B
of Golden American's Registration Statement on Form N-4 (Nos. 33-23351;
811-5626)
o Post-Effective Amendment currently designated #23 to Separate Account A
of Golden American's Registration Statement on Form N-4 (Nos. 33-23458;
811-5627)
SIGNATURE TITLE DATE
- --------- ----- ----
/s/Barnett Chernow Director and President April 9, 1999
- ---------------------
Barnett Chernow
/s/Myles R. Tashman Director, Executive Vice April 8, 1999
- --------------------- President, General Counsel
Myles R. Tashman and Secretary
/s/R. Brock Armstrong Director April 12, 1999
- ---------------------
R. Brock Armstrong
/s/Michael W. Cunningham Director April 8, 1999
- ---------------------
Michael W. Cunningham
/s/Linda B. Emory Director April 9, 1999
- ---------------------
Linda B. Emory
/s/Phillip R. Lowery Director April 8, 1999
- ---------------------
Phillip R. Lowery
/s/E. Robert Koster Senior Vice President and April 7, 1999
- --------------------- Chief Financial Officer
E. Robert Koster
1475 Dunwoody Drive GOLDEN SELECT SERIES
West Chester, PA 19380 Issued by Golden American Life
Insurance Company
EXHIBIT 16
ING Bank N.V.
Alegron Belegging B.V.
ING Bank Ukraine
ING Baring Securities (Romania) S.A.
Amsterdam Exchanges N.V.
Argencontrol
Artolis B.V.
Assurantiebedrijf ING Bank N.V.
Assurantiekantdoor Honig & Hageman BV
Noordster V.O.F.
Volmachtbedrijf ING Bank B.V.
Atlas Investeringsgroep N.V.
Atlas Investors Partnership III C.V.
B.V. Gemeenschappelijk Bezit Aandelen Necigef
Bank Brussels Lambert S.A.
ING Bank (Belgium) N.V./S.A.
Bancard Company S.A.
Cooperation Liquidation Terme Bourse S.C.
Europay Belgium S.C.
Institut De Reescompte S.C.
Societe Belge D' Investissement International S.C.
Society for Worldwide Interbank Financial Telecommunication S.C.
Visa Belgium SC
Bank Mendes Gans NV
B.V. Deelnemings En Financieringsmaatschappij "Nova Zembla"
B.V. Trust En Administratiekantoor Van Bank Mendes Gans N.V.
Bank Mendes Gans Effectenbewaarbedrijf N.V.
Brenko B.V.
Cabel B.V.
Handamar N.V.
Handamar Corporation
Intervest B.V.
Intervest PPM B.V.
Bank Slaski S.A. W Katowicach
*Rodkowoeropejskie Centrum Ratingu I Analiz S.A.
Bankowe Przedsi*Biorstwo Telekom. Telebank S.A.
BSK Konsulting SP Z.O.O.
BSK Leasing S.A.
Centralna Tabela Ofert S.A.
Dom Maklerski BSK S.A.
Gie*Da Papierow Warto*Clowych S.A.
ING BSK Asset Management S.A.
Krajowa Izba Rozliczeniowa S.A.
Biuro Informacji Kredytowe S.A.
Mi*Dzvnarodowa Szko*A Bankowo*Ci I Finansow SP Z.O.O.
Society for Worldwide Interbank Financial Telecommunication S.C.
Banque Baring Brothers (Suisse) S.A.
Benelux Investment Fund B.V.
Berliner Handels - Und Frankfurter Bank A.G.
Buenos Aires Equity Investments N.V.
Emprendimiento Recoleta S.A. (ERSA)
BPEP Holdings Limited
Baring Asia (GP) Limited
Baring European Fund Managers Limited
Baring Latin America GP Limited
Baring Latin America Partners Limited
Baring Private Equity Partners (Asia) PTE. Limited
Baring Private Equity Partners (China) Limited
ING Barings Private Equity (China) Limited
ING BPE (China) Advisers Limited
Baring Private Equity Partners (India) Limited
Baring Private Equity Partners GMBH
Baring Private Equity Partners Limited
Baring Venture Partners GMBH
Baring Venture Partners S.A
BHB Management Limited
BPEP General Partner I Limited
BPEP General Partner II Limited
BPEP Management (UK) Limited
BPEP Nominees Limited
Quartz Capital Partners Limited
Transtech Limited
BCEE Advisers Limited
BCEF Advisers Limited
BHR Management Limited
BI Advisers Limited
Blac Holdings Inc.
Blac Corp. Incorperated
BPEP Management Limited
Baring Mexico (GP) Limited
Baring Private Equity Partners Espana S.A.
Baring Private Equity Partners Mexico S.C.
BVP Mexico S.A.
Cavendish Nominees Limited
BPEP Participations Limited
Baring Vostok Capital Partners Limited
Baring Vostok Fund Managers Limited
ESD Managers Limited
Easdaq S.A.
International Private Equity Services Limited
Polytechnos Venture Partners GMBH
BVP Holdings Limited
Baring Capricorn Ventures Limited
Baring Communications Equity Limited
BCEA Advisers Limited
BCEA Management PTE. Limited
Capricorn Venture Fund N.V.
Procuritas Partners KB
PAB Partner AB
BVP Management Limited
Capricorn Venture Partners N.V.
Czech Venture Partners S.R.O.
CI European Limited
SCGF Advisers Limited
BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis B'
BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis'
Amsterdamse Poort III B.V.
Bijlmerplein Leasing BV
Foppingadreef Leasing B.V.
BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis A'
BV Maatschappij Van Onroerende Goederen 'Het Middenstandshuis C'
Grondpoort III B.V.
C.V. Exploitatiemaatschappij Tunnel Onder De Noord
Cardona B.V.
Cedel International S.A.
Centrum Cocarde B.V.
Cene Bankiers N.V.
Administratie & Trustkantoor Beleggingsfonds Protestants Nederland BV
Amsterdam Exchanges N.V.
Arma Beheer B.V.
Beheer Administratie en Beleggingsmaatschappij Kant B.V.
Bewaarbedrijf Cene Bankiers B.V.
BV Algemene Beleggingsmaatschappij Cene Bankiers N.V.
Beheermaatschappij Jansen Groenekan B.V.
Copar B.V.
Fidele Management B.V.
Flexibel Beheer Utrecht B.V.
Hercules Beheer B.V.
Langosta B.V.
Mercurius Beheer B.V.
Nivo Investments B.V.
Remazon B.V.
Cene Bankiers Holdings N.V.
Cene Asset Management N.V.
Cene Management N.V.
Tawny Owl Investment Company N.V.
Cene Verzekeringen B.V.
N.V. Instituut Voor Ziekenhuisfinanciering
Utrechtse Participatiemaatschappij B.V.
Cofiton B.V.
Sterling Developments B.V.
Brooks Equities Inc.
Location 3 Ltd.
SDC Properties Inc.
Tripolis Vastgoed B.V.
Tripolis A C.V.
Tripolis B C.V.
Tripolis C C.V.
Combdring B.V.
Compensadora Electronica S.A.
Computer Centrum Twente B.V.
Corporacion Financiera ING (Colombia) S.A.
Credit Commercial De France S.A.
Depositary Company ING Bank B.V.
Destara B.V.
ING Bank Ukraine
ING Baring Securities (Romania) S.A.
Effectenbeursvennootschap Van Brussel C.V.
Effectenbewaarbedrijf ING Bank N.V.
Euroclear Clearance System Public Limited Company
European Investment Fund (Center 757)
European Investment Fund (Center 920)
Extra Clearing B.V.
Amsterdam Exchanges N.V.
Extra Clearing GMBH
YVOF Floorbrokers B.V.
Easdaq S.A.
Financial Advisory & Consultancy Services B.V.
Owen Stanley Financial S.A.
Financial Facilities Management B.V.
Finemij B.V.
Gabela Belegging B.V.
Hamgia Beheer B.V.
ING Bank Urkraine
ING Baring Securities (Romania)S.A.
Ingvest III B.V.
Institucion Financiera Externa Middenbank Curacao N.V. (Uruguay)
Interbank On-Line System Limited
International Bankers S.A.
Interpay Nederland B.V.
Interunion Bank (Antilles) N.V.
Interadvies N.V.
Administratiekantoor De Leuve BV
Crediet Service Bank B.V.
Incassobureau Fiditon BV
NV Nationale Volksbank
Arenda B.V.
Spaarfondsen Beheer B.V.
Spaarfondsen Bewaar B.V.
Welvaert Financieringen NV
Welstand B.V.
Internationale Nederlanden (U.S.) Funding Corporation
ING (U.S.) Financial Holdings Corporation
ING (U.S.) Capital Financial Holdings LLC
ING (U.S.) Capital LLC
ING (U.S.) Capital Management Company LLC
ING (U.S.) Investment Corporation
Alliance Precision Plastics Corporation
Nitrogen Products, Inc.
ING Furman Selz Asset Management LLC
FSIP LLC
Taurus Partners, L.P.
The Corner Fund, L.P.
Fairway Capital Partners, L.P.
Anvers, L.P.
Anvers II, L.P.
Artemis Partners, L.P.
Furman Selz Capital Management LLC
Delta Asset Management
NorthStar Asset Management
ING Capital Advisors, LLC
ING Capital Advisors Portfolio Management Corp.
ING Capital Senior Secured High Income Fund, L.P.
ING Emerging Markets Investors LLC
ING Emerging Partners L.P.
ING Equity Holdings, Inc.
ING Equity Partners L.P.
ING Realty Services, Inc.
ING (U.S.) Financial Services Corporation
ING Baring Grupo Financiero (Mexico) S.A. De C.V.
ING Inmobiliaria (Mexico) S.A. de C.V.
ING Bank (Mexico) S.A.
ING Baring (Mexico), S.A. de C.V., Casa de Bolsa
ING Baring (U.S.) Financial Holdings LLC
ING Baring (U.S.) Capital Markets, LLC
ING Baring (U.S.) Capital LLC
ING (U.S.) Latin American Capital LLC
Internationale Nederlanden (U.S.) Real Estate Finance, Inc.
1996 Olympic Corporation
California Acquisition Partners I
Coast Atlantic, Inc.
Highridge ING Atlantic L.P.
Apache Investments, Inc.
Kokopelli Associates, Ltd.
Blue Sky Properties Inc.
Montague Court, LLC
Calprop Portfolio, Inc.
The Center at San Marcos Corporation
Crow's Nest Corporation
Genesee Corporation
Algerine Inc.
Genreo Corporation
Northern Springs Portfolio, Inc
Laketon Corporation
Lucre Lake Corporation
ING Real Estate Investors, Inc.
Little Muddy Creek Corporation
FN Realty Advisors, Inc.
Mountain AMD L.P.
First Ohio Service Corporation
5850 Corporation
Colrad Development Corp.
Evergreen Valley Development
LFS Capital Corporation
Lisle Center, Inc.
Spectrum Holdings, Inc.
Cardinal Mortgage Corporation
E.N. One, Inc.
Fairfield Village Mortgage Corporation
Lincoln Ventures Corporation
Pathway Lands Incorporated
Amarak II Investments Corporation
Pimco Corporation
Baloo Corporation
Can II, LLC
Cap II Foreclosure Corporation
Penn Mar Associates, LLC
Calprop II Portfolio, Inc.
Clear River Associates, Inc.
Amarak Investments Corporation
Great Lakes Management, Inc.
Canadian Ventures I L.P.
Falcon Gate, Inc.
Long Ears Corporation
Pleasantlake Corporation
S G Investors Corporation
Southgate Plaza, LLC
Ventura Ridge Associates, Inc.
Triangle Development Corporation
39 Vestry LLC
Tech Air Corporation
ING Barings Real Estate Acquisition Company
Pentagon Parkway Corporation
Artis Realty Advisors, Inc.
Coconut Corp.
Promontory Point, Inc.
Promontory Point Partnership
Seagate Development Corporation
Able Gateway Plaza, LLC
Mountain Creek Investors, Inc.
Mountain Creek Company, LLC
Telluride Mountain Village Ventures, LLC
Nashpike Corporation
Velocity One Inc.
B&I Associates, LLC
Brookhollow Associates, L.P.
Courtyard Plaza Associates, L.P.
Glen Harbor Associates, LLC
Hightree Associates, LLC
Lakebridge Partners, L.P.
Kent Hospitality Associates, L.P.
Northern Springs Limited Partnership
Ventura Hospitality Partners, L.P.
40 East Associates, L.P.
Springfield Corporate Center, LLC
Fountain Park Partners, L.P.
Westmoreland Associates, L.P.
Green Neck, LLC
Mallard Cove Investors, LLC
Calshops, LLC
BHI-Dover VII, L.P.
BHI-Dover VIII, L.P.
BHI-Dover X, L.P.
BHI-Dover XI, L.P.
Brickyard Investors, L.P.
Eastgate Hospitality Partners, L.P.
Festival Pasadena Associates, L.P.
Golden Bear Homes I, L.P.
Golden Bear Homes II, L.P.
Golden Bear Homes III, L.P.
Golden Bear Homes IV, L.P.
SPA Partners, L.P.
Miami Bay Hospitality Associates, L.P.
Royal River Partners, L.P.
Wildewood Holdings, LLC
Madramp, LLC
201 Madison, LLC
RTC Commercial Assets Trust, NP3-3
Boulders Phoenician Limited Partnership
CPR Investments, Inc.
Phoenician Investments, L.P.
Wisconsin Option Inc.
Hammer & Nails, Inc.
RIB Residential LLC
RBG Residential Investors, LLC
RBG XXXV Corp.
Centerline/RBG XXXV, L.P.
RB Florida Partners, L.P.
Center VII Corporation
Center VIII Corporation
Center X Corporation
Fountain Park Corporation
Royal Falls Corporation
Woodward Investors Corporation
Woodward First National LLC
Qualco, Inc.
Quality Fifth Avenue Hotel Associates, LLc
Fifth Avenue Hospitality Associates, LLC
Baldco, Inc.
Sleepy Lake Corporation
High Flyer Corporation
Airport One Investors, LLC
Lower Westside Development Corp.
359 West 11th Street, LLC
Velocity Two, Inc.
Baldwin Hospitality, LLC
Sleepy Lake Partners, L.P.
ING Merger Inc.
Furman Selz Trust Company
Furman Selz (Ireland) LLC
Furman Selz Financial Services Unlimited
Furman Selz Advisors LLC
Furman Selz Capital LLC
Furman Selz Management (BVI) Ltd.
Furman Selz Investments LLC
Furman Selz Investors, L.P.
Furman Selz SBIC Investments LLC
Furman Selz SBIC, L.P.
ING Baring Furman Selz LLC
Furman Selz Investment II
Furman Selz Investors II, L.P.
Furman Selz Parallel Fund
Artisan Investment Management LLC
Michelangelo Partners, L.P.
Total Resources LLC
Furman Selz Resources LLC
Furman Selz Financial Services LLC
Furman Selz Merchant Capital LLC
Furman Selz Ventures, L.P.
Karnak Partners, L.P.
Saugatuck Partners, L.P.
Crestwood Capital Partners, L.P.
Crestwood Capital Partners II, L.P.
Bridgewood Capital Partners, L.P.
ING TT&S (U.S.) Holdings Corporation
ING TT&S (U.S.) Securities, Inc.
ING (U.S.) Securities, Futures & Options Inc.
ING TT&S (U.S.) Capital Corporation
Furman Selz Proprietary, Inc.
ING (U.S.) Capital Investors Holdings, Inc.
ING (U.S.) Capital Securities, Inc.
Brecco, Inc.
FSIC LLC
Mutual Fund Funding 1994-1
Pacifica Funds Distributor, Inc.
Furman Selz Residential Funding LLC
FS Trust Company
ING Bank (Chile) S.A.
Edibank S.A.
Sociedad Interbancaria De Depositos De Valores S.A.
ING Bank (Eurasia)
ING Bank (Hungary) Rt.
Giro Elszamolasforgalmi Rt.
ING Duna Ingatlanhasznositc KFT
ING Bank (Luxembourg) S.A.
CMF Advisory S.A.H.
Euromix Advisory S.A.H.
ING Bank Luxfund Management S.A.
ING International Advisory S.A.H.
ING International II Advisory S.A.H.
ING Bank (Schweiz) A.G.
Kredietbank S.A. Luxembourgeoise
ING Bank (Uruguay) S.A.
Bolsa Electronica De Valores Del Uruguay S.A.
Compania Uruguaya De Medios De Procesamiento S.A.
Red. De Intercomunicacion De Alta Seguridad S.R.L.
ING Bank of Canada
ING Bank Corporate Investments B.V.
Entero B.V.
Eruca Belegging B.V.
ING Bank Mezzaninefonds B.V.
ING Bank Participatie PPM B.V.
MKB Beleggingen B.V.
MKB Vliehors II B.V.
Wijkertunnel Beheer II B.V.
Wijkertunnel Beheer II Management B.V.
MKB Vliehors III B.V.
Small Business Publishing B.V.
N&M Holding N.V.
ING Bank Dutch Fund N.V.
ING Bank Fondsen Beheer B.V.
ING Bank Geldmarkt Fonds N.V.
ING Bank Global Custody UK Nominees Limited
ING Bank Global Fund N.V.
ING Bank Guldem Fonds N.V.
ING Bank I.T. Fund N.V.
ING Bank Luxfund Management S.A.
ING Bank Middutch Fund N.V.
ING Bank Obligatie Fonds N.V.
ING Bank Rentegroei Fonds N.V.
ING Bank Spaardividend Fonds N.V.
ING Bank Vastgoed Fonds B.V.
ING Bank Verre Oosten Fonds N.V.
ING Baring Capital Markets (C.R.), A.S.
ING Baring Financial Products
ING Baring Holding Nederland B.V.
Atlas Capital (Thailand) Limited ("Atlas")
ING Baring Securities (Thailand) Limited
ING Baring Holdings Limited
Baring Asset Management Holdings Ltd.
Baring Asset Management Ltd.
Baring International Investment Limited
Baring International Investment Management Holdings Ltd.
Baring Asset Management Inc.
Baring International Investment (Canada) Limited
Baring International Investment Management Limited
Baring Asset Management Holdings Inc.
Baring Asset Management UK Holdings Limited
Baring Asset Management (Asia) Holdings Limited
Austin Assets Limited
Baring Asset Management (Asia) Limited
Baring Asset Management (Australia) Limited
Baring Asset Management (Japan) Limited
Baring International Fund Managers (Bermuda) Limited
Baring International Fund Managers Limited
Baring International Investment (Far East) Limited
Baring Pacific Investments Limited
Baring Asset Management (C.I.) Limited
Baring International Fund Managers (Ireland) Ltd.
Baring Investment Services Inc.
Baring Mutual Fund Management S.A.
European and Asian Fund Management S.A.
Baring Investment Management Ltd.
Baring Quantative Management Ltd.
Baring Global Fund Managers Limited
Baring Private Asset Management Ltd.
Baring Fund Managers Limited
Baring Managed Funds Services Ltd.
Baring Private Investment Management Ltd.
Baring Trust Company Ltd.
Baring Trustees (Guernsey) Limited
Arnold Limited
International Metal Trading Limited
Barings (Isle of Man) Limited
Control Management Limited
Doyle Administration Limited
International Metal Trading Limited
ING Trust (Jersey) Ltd
Saline Nominees Limited
Truchot Limited
Vivian Limited
Barings (Guernsey) Limited
Barfield Nominees Limited
Barings Ireland Limited
Guernsey International Fund Managers Limited
Arnold Limited
International Metal Trading Limited
Control Management Limited
Doyle Administration Limited
International Metal Trading Limited
International Fund Managers (Ireland) Ltd.
International Securitisation Managers (Ireland) Ltd
Saline Nominees Limited
Truchot Limited
Vivian Limited
International Fund Managers UK Ltd.
Ravensbourne Registration Services Ltd.
Barings Investment Services Limited
Baring Brothers Holdings Limited
Baring (U.S.) Holdings Limited
Abbotstone Investment Company Limited
Baring Brothers Limited
Baring Brothers (Finance) Limited
Baring Brothers Argentina S.A.
Baring Brothers International Limited
Barings C.F. Holdings Limited
B.B.A.H. Pty Limited
Baring Brothers Burrows & Co. Limited
Baring Brothers Burrows Securities Limited
SAIPH Pty Limited
BBHP Pty Limited
Baring Brothers (Deutschland) GMBH
Baring Brothers International GMBH
Baring Brothers (Espana) S.A.
Barings Brothers (Italia) SRL
Baring Properties (London Wall) Limited
Baring Properties Limited
Outwich Finance Limited
Outwich Limited
Baring Warrants PLC
Barings France S.A.
Barings Nominees Limited
Bishopscourt Holdings Limited
Bishipscourt Leasing (Holdings) Limited
Bishopscourt Asset Leasing Limited
Bishopscourt Equipment Leasing Limited
Bishopscourt Industrial Finance Limited
Bishopscourt Limited
Bishopscourt Securities Limited
BVC Nominees Limited
Cotton Nominees Limited
ING Baring International Advisers Limited
ING Baring Services (Eastern Europe) Limited
ING Baring Services Limited
The Mortgage Acceptance Corporation (Holdings) Limited
The Mortgage Acceptance Corporation Limited
Yealme Securities Limited
ING Baring Financial Products
ING Baring Securities Holdings Limited
ING Baring Securities Limited
ING Baring Securities (Andean Pact) Ltda
ING Barings Peru S.A.
ING Baring Securities Services Limited
Baring Securities (Property Services) Ltd
BS Property Services (Japan) Limited
ING Baring Data Limited
INGB Dormant Holding Company Limited
Baring Securities (London) Limited
Baring Securities (OTC Options) Limited
ING Baring Management Services PTE Ltd
ING Baring Research Limited
ING Baring Securities (Overseas) Ltd.
ING Baring Securities Management Services (Hong Kong) Ltd
Maketravel Limited
INGB Securities (International) Holdings Limited
Baring Securities (Financial Services) Limited
Barsec (International) Limited
Baring Nominees (Australia) Pty Ltd
Baring Research S.A. De C.V.
Baring Securities (Australia) Limited
Baring Securities (France) S.A.
Baring Securities Pakistan (Private) Limited
Barings Mauritius Limited
ING Barings India Private Limited
ING Baring Securities (India) Pvt. Ltd.
Celtec Holdings S.A.
ING Baring Corretora De Valores Mobiliarios S.A.
Corinvest Limited
Epcorp Limited
Galax Limited
Dropny B.V.
ING Baring Chile Limitada
ING Baring International PTE Ltd
ING Baring Operational Services (Taiwan) Limited
ING Baring Securities (Andean Pact) Ltda
ING Baring Securities (Hong Kong) Ltd
ING Baring Far East Nominees Limited
ING Baring Securities (Philippines) Inc.
ING Baring Securities (Singapore) PTE Ltd
ING Baring Nominees (Singapore) PTE Ltd
ING Baring Research (Malaysia) SDN. Bhd.
ING Baring Securities (Taiwan) Limited (SICE)
ING Baring Securities, Argentina S.A.
ING Baring South Africa Limited
ING Barings Southern Africa (Proprietary) Ltd
Anodyne Nominees (Proprietary) Limited
ING Barings Peru S.A.
ING Futures & Options (Hong Kong) Limited
ING UK Capital Limited
Lokmaipattana Co. Limited
PT ING Baring Securities Indonesia
INGB Securities Client Services Limited
Aliwall Limited
Barings Securities Nominees Limited
Brunera Limited
Cereus Limited
Dianthus Limited
Eranthis Limited
Francoa Limited
Grassmere Limited
Leacroft Limited
Mountbatten Limited
ING Baring Securities (Japan) Limited
ING Baring Securities (Thailand) Limited
ING Baring Investment (Eurasia) Zao
ING Baring Securities (Hungary) Rt.
ING Baring Securities (Poland) Holding B.V.
ING Baring Securities (Romania) S.A.
ING Baring Securities (Slovakia), S.R.O.
Proctor & Gamble S.R.O.
ING Barings Ecuador Casa De Valores S.A.
ING BSK Asset Management S.A.
ING Capital Markets (Hong Kong) Limited
ING Compania De Inversiones Y Servicios Limitada
Bolsa Electronica De Chile, Bolsa De Valores S.A.
CISL Aruba A.E.C.
ING Consultants Co., Ltd.
ING Derivatives (London) Limited
Belgian Futures & Options Exchange
London Clearing House Limited
Liffe (Holdings) PLC
The International Petroleum Exchange of London Limited
ING Empreendimentos E Participacaos Ltda.
Guilder Corretora De Valores Mobiliarios S/A
ING Guilder Distribuidora De Titulos E Valores Mobiliarios S/A
ING Investment Management Ltda.
ING Servicos Ltda.
ING Finance (Ireland) Ltd
ING Forex Corporation
ING Futures & Options (Singapore) PTE Ltd
ING Inversiones, Ltda.
Corporacion Financiera ING (Colombia) S.A.
ING Investment Management Holdings (Antilles) N.V.
ING Lease Holding N.V.
CW Lease Belgium NV
CW Finance N.V.
CW Lease Luxembourg S.A.
Dealer Lease Service Belgium N.V.
CW Lease Nederland BV
Autolease OSS B.V.
CW Finance N.V.
CW Lease Belgium NV
CW Finance N.V.
CW Lease Luxembourg S.A.
Dealer Lease Service Belgium N.V.
CW Lease France S.N.C.
CW Lease Luxembourg S.A.
Dealer Lease Service Belgium N.V.
Gothia Estate II B.V.
Westment II B.V.
International Driver Service B.V.
Schade Herstel Bedrijf B.V.
ING Aircraft Lease B.V.
Fokker Brasil B.V.
ING Lease (Belgium) N.V.
Real Estate Lease SPC 1 N.V.
Savin Lease N.V.
ING Lease (Espana) EFC, SA
ING Lease (France) S.A.
ING Lease (France) S.N.C.
ING Lease (Italia) SPA
ING Lease (Nederland) B.V.
Blauwe IRM B.V.
Graphic Lease B.V.
Groen Lease B.V.
GIL 1997 (Windkracht) B.V.
ING Lease Vastgoed B.V.
Newco-One Corp.
Ship Lease International B.V.
ZIL '96 B.V.
ING Lease (Polska)
ING Lease Holding (Deutschland) GMBH
CW Lease Deutschland GMBH
CW Lease Berlin GMBH
ING Lease Deutschland GMBH
IFSC Beteiligungsgesellschaft GMBH
ING Lease (Berlin) GMBH
ING Lease Kran und Schwertransport GMBH
ING Leasing Besitzgesellschaft MBH
ING Leasing Geschaeftsfuhrungsgesellschaft MBH
ING Leasing Gesellschaft Fur Beteiligungen MBH
ING Leasing GMBH & Co. Golf KG
ING Leasing GMBH & Co. Juliett KG
ING Leasing Treuhandsgeselschaft GMBH
ING Leasing Verwaltungsgesellschaft GMBH
Uta Finanz und Leasing GMBH
ING Lease Holdings (UK) Limited
CW Lease UK Ltd
CW Finance Ltd.
Leasing Principals Limited
ING Lease (UK) Limited
ING Farm Finance Limited
ING Farm Finance (June) Limited
ING Farm Finance (March) Limited
ING Farm Finance (September) Limited
ING Lease (UK) Nine Limited
ING Lease (UK) Six Limited
ING Lease (UK) Three Limited
MKL Rentals Limited
ING Lease Interfinance B.V.
CW Lease France S.N.C.
ING Lease (Italia) SPA
Real Estate Lease SPC 1 N.V.
Runoto Belgium N.V.
Diamond Lease
ING Lease International Equipment Finance B.V.
ING Aviation Lease B.V.
Air Finance Holland B.V.
Aviation Service Holland B.V.
ING Lease (Far East 2) B.V.
ING Lease (Far East) N.V.
ING Lease (Ireland) B.V.
ING Lease (France) S.N.C.
ING Lease Structured Finance B.V.
Esbelto B.V.
Green Assets B.V.
Hirando B.V.
Hokabe Lease B.V.
ING Bank Geldmarkt Fonds Beheer B.V.
ING Lease Milieu B.V.
Quadralock 2 B.V.
SFING Europe B.V.
Tropelia B.V.
Virgula B.V.
ING Lease International Equipment Management B.V.
Air Finance Amsterdam B.V.
Air Holland Leasing II B.V.
ING (Holland Aircraft Lease) B.V.
ING Lease Aircraft B.V.
ING Lease Delaware, Inc.
Noord Lease B.V.
Postbank-Lease B.V.
Renting De Equipos E Inmuebles SA
Runoto Leasing BV
Runoto Belgium N.V.
Diamond Lease
ING Mercantile Mutual Bank Limited
ING Merchant Bank (Singapore) Limited
Export Credit Insurance Corporation of Singapore Ltd
ING Asset Management (Singapore) Ltd
ING Nominees (Singapore) PTE Ltd
ING Participation Dalrybbank B.V.
ING Private Banking Beheer B.V.
ING Bank Vastgoed Management B.V.
ING Securities (Eurasia) Zao
ING Servicios, C.A.
ING Sociedad De Bolsa (Argentina), S.A.
Mercado De Valores De Buenos Aires S.A.
ING Sviluppo Sim S.P.A.
ING Trust B.V.
Ingress N.V.
ING Management (Hong Kong) Ltd
ING Nominees (Hong Kong) Ltd
ING Trust (Antilles) NV
Formid Management N.V.
ING (Antilles) Portfolio Management N.V.
Monna NV
Jet NV
Simbad N.V.
ING Trust (Aruba) N.V.
ING Trust (BVI) Ltd.
ING Trust (Luxembourg) S.A.
ING Trust (Nederland) B.V.
ING Bank (Eurasia)
ING Bank (Luxembourg) S.A.
CMF Advisory S.A.H.
Euromix Advisory S.A.H.
ING Bank Luxfund Management S.A.
ING International Advisory S.A.H.
ING International II Advisory S.A.H.
ING Baring Securities (Romania) S.A.
ING Holdings Empreendimentos Participacao Ltda.
Guilder Corretora De Valores Mobiliarios S/A
Management Services ING Bank B.V.
ING Bank (Eurasia)
ING Baring Investment (Eurasia) Zao
ING Securities (Eurasia) Zao
Muteka BV
ING Trust (Suisse) AG
Trust Maatschappij ING Bank B.V.
Anorga B.V.
Corpovea B.V.
N.V. Balmore Vastgoed U.S.A.
Den Hamer Beheer B.V.
Diagonac B.V.
Henry F. Holding B.V.
ING Aconto N.V.
N.V. Balmore Vastgoed U.S.A.
Mijcene B.V.
Vitigudino B.V.
N.V. Balmore Vastgoed U.S.A.
N.V. Balmore Vastgoed U.S.A.
Paramito B.V.
Rescit I BV
Storeria B.V.
Tuvor B.V.
Vitigudino B.V.
N.V. Balmore Vastgoed U.S.A.
Vitigudino B.V.
N.V. Balmore Vastgoed U.S.A.
Westward Capital II B.V.
ING Valores (Venezuela) C.A.
ING Vastgoed B B.V.
ING Real Estate (BHS) B.V.
ING Real Estate International Development B.V.
Holland Park Sp. Zoo
ING Real Estate Iberica SL
ING Real Estate International Development (Liege) B.V.
ING Real Estate Sp. Zoo
ING Real Estate Vasco Da Gama B.V.
London & Amsterdam Properties Ltd
London and Amsterdam Development Ltd.
London & Amsterdam Properties Ltd
MBO Camargo SA
Inmolor SA
MBO La Farga SA
Hospitalet Center, SL
MBO Morisson Ltd
Warsaw I B.V.
1300 Connecticut Avenue Joint Venture Ltd
ING Real Estate International Investment II B.V.
ING Real Estate International Investment III B.V.
ING Vastgoed Financiering N.V.
Bedrijfsgebouw MBO - Riho C.V.
Groeneveld MBO C.V.
M.B.O. Vastgoed Lease B.V.
Lindenburgh C.V.
Maria Hove C.V.
MBO Brova C.V.
MBO North America Finance B.V.
Residential Financial Development LLC
ING Vastgoed Fondsen B.V.
Winkelfonds Nederland Management B.V.
ING Vastgoed Ontwikkeling B.V.
Amsterdamse Poort Holding IV B.V.
Amsterdamse Poort IV B.V.
Grondpoort IV B.V.
Amsterdamse Poort II B.V.
BV Bedrijvenpark G.P.
CV Bedrijvenpark G.P.
Grondpoort II B.V.
Gulogulo B.V.
Antibes Holding B.V.
ING Vastgoed Arena B.V.
Muller Bouwparticipatie B.V.
V.O.F. Winkelcentrum Markt Noorderpromenade Drachten
MBO - Ruijters B.V.
Holding 'T Loon B.V.
Vastgoed 'T Loon B.V.
Wolfstreet Holding B.V.
Wolfstreet B.V.
Wolfstreet Grond B.V.
MBO Brinkstraat Holding B.V.
MBO Brinkstraat B.V.
MBO Brinkstraat Grond B.V.
MBO Catharijnesingel Holding B.V.
MBO Catharijnesingel B.V.
MBO Catharijnesingel Grond B.V.
MBO De Centrale Holding B.V.
MBO De Centrale B.V.
MBO De Centrale Grond B.V.
MBO Dommelstaete Holding B.V.
MBO Dommestaete B.V.
MBO Emmasingel Holding B.V.
MBO Emmasingel B.V.
MBO Emmasingel Grond B.V.
MBO Guyotplein Holding B.V.
MBO Guyotplein B.V.
MBO Guyotplein Grond B.V.
MBO Kousteensedijk Holding B.V.
MBO Kousteensedijk B.V.
MBO Kousteensedijk Grond B.V.
MBO Kruseman Van Eltenweg Holding B.V.
MBO Kruseman Van Eltenweg B.V.
MBO Kruseman Van Eltenweg Grond B.V.
MBO Marienburg B.V.
Marienburg V.O.F.
MBO Martinetsingel Holding B.V.
MBO Martinetsingel B.V.
MBO Martinetsingel Grond B.V.
MBO Oranjerie Holding B.V.
MBO Oranjerie B.V.
MBO Oranjerie Grond B.V.
MBO Pleintoren Holding b.V.
MBO Pleintoren BV
MBO Pleintoren Grond BV
MBO Via Catarina B.V.
Via Catarina "Empredimentos Imobiliarios" SA
MBO Walburg Holding B.V.
MBO Walburg B.V.
MBO Walburg Grond B.V.
MBO Willem II Singel Holding B.V.
MBO Willem II Singel B.V.
MBO Willem II Singel Grond B.V.
Q-Park Bovenmaas I B.V.
Q-Park N.V.
Q-Park Nederland B.V.
Q-Park Exploitatie B.V.
Q-Park De Bijenkorf B.V.
Q-Park Beheer B.V.
Q-Park Brabant B.V.
Q-Park Reserve I B.V.
Q-Park Byzantium B.V.
Q-Park City Holding B.V.
Q-Park City B.V.
Q-Park Schouwburg B.V.
Q-Park De Klomp B.V.
Q-Park Raadhuis B.V.
Q-Park Reserve II B.V.
Stadsherstel Historisch Rotterdam N.V.
Supermarkt Krouwel B.V.
V.O.F. Winkelcentrum Markt Noorderpromenade Drachten
Vastgoed De Brink Holding B.V.
Vastgoed De Brink B.V.
Wilhelminahof MBO B.V.
Zuidplein Beheer BV
ING Verwaltung (Deutschland) GMBH A.G.
Allgemeine Deutsche Direktbank AG
BNL Beteiligungsgeselschaft Neue Laender GMBH & Co. KG
Liquiditats-Konsortialbank GMBH
ING-North East Asia Bank
INIB N.V.
Locura Belegging B.V.
Luteola B.V.
Melifluo B.V.
Middenbank Curacao N.V.
Advisory Company Luxembourg
Altasec N.V.
Corporacion Financiera ING (Colombia) S.A.
Aralco N.V.
Atlas Venture Fund I, L.P.
Banco Latino-Americano De Exportaciones S.A.
Cayman Islands Funds N.V.
Corporacion Financiera ING (Colombia) S.A.
Datasegur S.R.L.
Fiseco N.V.
Granity Shipping N.V.
Institucion Financiera Externa Middenbank Curacao N.V. (Uruguay)
ING Bank (Chile) S.A.
Edibank S.A.
Sociedad Interbancaria De Depositor De Valores S.A.
ING Barings Ecuador Casa De Valores S.A.
ING Compania De Inversiones Y Servicios Limitada
Bolsa Electronica De Chile, Bolsa De Valores S.A.
CISL Aruba A.E.C.
ING Inversiones, Ltda.
Corporacion Financiera ING (Colombia) S.A.
ING Sociedad De Bolsa (Argentina), S.A.
Mercado De Valores De Buenos Aires S.A.
Kamadora Investments N.V.
Corporacion Financiera ING (Colombia) S.A.
Lerac Investment S.A.
Red Rose Investments N.V.
Unilarse
Zermatt N.V.
Miopia B.V.
Multiaccess B.V.
MKB Adviseurs B.V.
MKB Card B.V.
MKB Investments BV
De Springelberg B.V.
Het Dijkhuis B.V.
Palino B.V.
Tiberia B.V.
MKB Punt B.V.
Business Compass Holding B.V.
N.V. Instituut Voor Ziekenhuisfinanciering
Nationale-Nederlanden Financiele Diensten B.V.
B.V. Financieringsmaatschappij Vola
B.V. Kredietmaatschappij Vola
Dealer Cash Plan B.V.
Cash Plan B.V.
Finantel B.V.
Sentax Assurantie B.V.
G. J. Van Geet Beheer B.V.
Alegro Krediet B.V.
Gelderse Discount Maatschappij B.V.
Sentax Beheer B.V.
Finam Krediet B.V.
Sentax Lease B.V.
Vola Geldleningen B.V.
Nederlandse Bouwbank N.V.
Nederlandse Financieringsmaatschappij Voor Ontwikkelingslanden N.V.
Nedermex Limited N.V.
Netherlands Caribbean Bank N.V.
Nethworks Integrated Project Consultancy B.V.
Nofegol Beheer B.V.
NCM Holding N.V.
NMB Equity Participaitons N.V.
NMB-Heller Holding N.V.
Handlowy-Heller SA
Heller GMBH
Heller Bank A.G.
International Credit Service S.A.S.
Heller Finanz GMBH
Info-Und Beratungsunternehmen GMBH
NMB-Heller Ltd.
NMB-Heller N.V.
Agpo Participatiemaatschappij B.V.
Felix Tigris B.V.
Inter Credit B.V.
International Credit Service S.A.S.
International Credit Service S.A.S.
NMB-Heller Zweigniederlassung Neuss
Zamenbrink B.V.
Zamenterp B.V.
OB Heller AS
Okalia N.V.
Olivacea B.V.
Ontwikkelingsmaatschappij Noordrand B.V.
Orcinus B.V.
Oscar Smit's Bank N.V.
Bouwmaatschappij Mecklenburgplein B.V.
Kenau B.V.
P.T. ING Indonesia Bank
Parmola B.V.
Paronyme B.V.
Pendola B.V.
Perotis B.V.
Policy Extra Holdings Limited
Postbank N.V.
Amsterdam Exchanges N.V.
Interpartes Incasso B.V.
Postbank Aandelenfonds N.V.
Postbank Beleggingsfonds N.V.
Postbank Beleggingsfondsen Beheer B.V..
Postbank Beleggingsfondsen Bewaar B.V.
Postbank Chipper Beheer B.V.
Postbank Euro Aandelen Fonds N.V.
Postbank Groen N.V.
Postbank I.T. Fonds N.V.
Postbank Interfinance B.V.
Postbank Nederlandfonds N.V.
Postbank Obligatie Fonds N.V.
Postbank Obligatiefonds Beheer B.V.
Postbank Vastgoedfonds N.V.
Postbank Vermogensgroeifonds N.V.
Postbank Wereldmerkenfonds N.V.
Postkantoren B.V.
Prena Belegging B.V.
T Oye Deventer B.V.
A. Van Der Molen Herenmode B.V.
A. Van Der Pol Beleggingsmaatschappij Amsterdam B.V.
A. Van Venrooy Beleggingen B.V.
A. Van Weringh Beleggingen B.V.
A.C.M. Nienhuis Houdstermaatschappij B.V.
B.V. Raadgevend Bureau Nienhuis Consultans
A.H. Blok Holding B.V.
A.H.M. Habets Beheer B.V.
A.J. Vos Makelaardij Onroerende Goederen B.V.
Abades B.V.
Abrocoma B.V.
Ad Barnhard Holding B.V.
Albranis B.V.
Almenzor B.V.
Altimira B.V.
Ambito N.V.
Aralar B.V.
Atitlan B.V.
B.V. Beheersmaatschappij Nuyt En Heikens
B.V. Odripi
B.V. Varen ABC
B.V. Vulca Beleggingsmaatschappij
Barbatus B.V.
Barbuda B.V.
Bebida B.V.
Beheermaatschappij Van Der Reijnst B.V.
Beheermaatschappij Van Het Beleggingsfonds Van De 7 B.V.
Beheermaatschappij Darius B.V.
Beheermaatschappij Stouwe B.V.
Beheermaatschappij Van Putten B.V.
Beheersmaatschappij Elma Schrijen B.V.
Beheersmaatschappij K.G. Tjia B.V.
Beheersmaatschappij Luco Zuidlaren B.V.
Beheersmij A.J. Konst B.V.
Belagua B.V.
Bergara B.V.
Bermillio B.V.
Betulina B.V.
Bidasoa B.V.
Biporus B.V.
Blarina B.V.
Brasas B.V.
Bravura B.V.
Bremer-Van Mierlo Belegginsgmaatschappij B.V.
Bustia B.V.
C. J. Buyzen Beheer B.V.
C. J. H. - En J. J. Heimeriks Holding B.V.
Calando Belegging B.V.
Camilo B.V.
Castroverde B.V.
Catoneria B.V.
Cermanita B.V.
Cicania B.V.
Clacri B.V.
Colocar B.V.
OCB Beheer B.V.
Concolor B.V.
Cortada B.V.
Cotranco B.V.
Crescentes Prins B.V.
Cumbras B.V.
Cupula B.V.
D'Eijk B.V.
De Groninger Lederwaren Industrie B.V.
Delta Nederland Beheer B.V.
Dorsalis B.V.
Dr. De Grood Beheer B.V.
DKP Beheer B.V.
Dick Kooiman Publication/Productions B.V.
DSBV-Enserink B.V.
DSBV-Ploeger B.V.
E. Romar Beheer B.V.
Omnium B.V.
Empluma B.V.
Entorno B.V.
Epic Investments B.V.
Ernsatus B.V.
Esvice B.V.
Exel Beheer B.V.
Exploitatie En Beleggingsmaatschappij Alja Eindhoven B.V.
F. R. Hoffschlag Beleggingen B.V.
Familiale Investerings Maatschappij F.I.M.
Farlita B.V.
Flantua Beheer B.V.
Fregenda B.V.
Funjob Investments B.V.
G. Laterveer Beheer B.V.
Garlito B.V.
Gebrema Beheer B.V.
Gekrabeheer B.V.
Germs Beleggingen B.V.
Glabana B.V.
Golpejas B.V.
H. Van Duinen Beheer B.V.
H. Mekenkamp Holding B.V.
Mekenkamp Beheer B.V.
H. Weterings Holding B.V.
H. D. En L.B. Meijer Beheer B.V.
H. G. Van Der Most Beheer B.V.
Handelsonderneming E. Spee B.V.
Hepec Beheer B.V.
Hilschip BV
Hispidus B.V.
Hof En Frieling Beheer B.V.
Hof & Frieling Onroerend Goed B.V.
Holding Hoveling Beheer B.v.
Holding J.W.G. Huijbregts B.V.
Holding Schildersbedrijf West-Friesland B.V.
Holding Schuiling B.V.
Holding Th. A. Wellink B.V.
Hotel-Restaurant Boerhave B.V.
Huaco B.V.
Humada B.V.
Ignaro B.V.
Imbricata B.V.
Incoloro B.V.
Indonea B.V.
Allshoes Schoengroothandel B.V.
ING Bank Spaardividend Fonds Beheer B.V.
J & A Holding B.V.
J. B. Van Den Brink Beleggingsmaatschappij B.V.
J. G. Mekenkamp Holding B.V.
Mekenkamp Beheer B.V.
J. H. Moes Holding B.V.
J. P. Korenwinder Beheer B.V.
J. W. Th. M. Kohlen Beheer B.V.
Jemaas Beheer B.V.
Jongert Beheer B.V.
K & M Beheer B.V.
Kalliope B.V.
Bacolac B.V.
Kapellenberg B.V.
Kijkgroep B.V.
Koehorst Promotion Beheer B.V.
KBM Maarssen B.V.
L. Martens Beheer B.V.
La Douce Vie Network B.V.
Lagotis B.V.
Larino B.V.
Latourette B.V.
Leaver B.V.
Ledanca B.V.
Lektura Tiel Beheer B.V.
Licorera B.V.
Liecene B.V.
Lin Beheer B.V.
Lomajoma Holdings B.V.
Lorkendreef Beheer N.V.
Lustroso B.V.
M. B. Van Der Vlerk B.V.
Madrigal B.V.
Marres B.V.
Masegoso B.V.
Matthew Holding B.V.
Mazairac Belegging B.V.
Minnaar Holding B.V.
Mirabilis B.V.
Molenwiede B.V.
Muguet B.V.
Multicover B.V.
Pulido B.V.
Mustang B.V.
Olseria B.V.
Arend Broekhuis B.V.
P. Nienhuis Houdstermaatschappij
P. J. Heinrici Beheer B.V.
Pastrana B.V.
Pedralva B.V.
Pemac B.V.
Penuria B.V.
Perola Belegging B.V.
Pertusa B.V.
Peter Trompalphen Aan Den Rijn Beheer B.V.
Phobos Beleggingen
Pinicola B.V.
Pluijmen Holding B.V.
Portelas B.V.
Postigo B.V.
Prestamo B.V.
Pruis Elburg Beheer B.V.
Puebla B.V.
Pulido B.V.
Rayhold Management En Deelneming B.V.
Rescoldo B.V.
Ressel B.v.
Retrasos B.V.
Rodeba Deurne B.v.
Roelcene B.V.
Rowanda B.V.
Rudlolf & Peter Herenmode En Confectie B.V.
Sabra Holding B.V.
Valpacos B.V.
Sacobel Beheer B.V.
Schnieders Beheer B.V.
Simonis Beheer B.V.
Simonis Beleggingsmaatschappij B.V.
Sipororo B.V.
Spaleta B.V.
Spatgens Beheer B.V.
Stampida B.V.
Stamveld B.V.
Steendam Beleggingsmaatschappij Drachten B.V.
Storm Beheer B.V.
Beheermaatschappij Baarlo B.V.
Strokkur B.V.
Sunrise Investments B.V.
Sustento B.V.
Svalbard Beheer B.V.
T. A. Lie Beheer B.V.
T. M. D. Beheer B.V.
Beheermaatschappij Baarlo B.V.
Tadavia B.V.
Beleggings - En Beheer Maatschappij Solina B.V.
Refina B.V.
Talboom Beheer B.V.
Tapirus B.V.
Tarsius B.V.
Technisch Advies Bureau Jaba B.V.
Ter Linden En Heijer Holding B.V.
Tessara Zaanlandia B.V.
Thecoar B.V.
Theo Kentie Holding B.V.
Theo Kentie Design B.V.
Traslado B.V.
Trasgo B.V.
Treetop B.V.
Trituris B.V.
Truckstar Holding B.V.
Tucupido B.V.
Tricor B.V.
U. Ringsma Beheer B.V.
Unitres Holding B.V.
Vaanhold & Van Zon Holding B.V.
Van Den Heuvel Beheer B.V.
Van Loon Beheer B.V.
Van Roij Holding B.V.
Van Zwamen Holding B.V.
Vebe Olst B.V.
Vegem Beheer B.V.
Venidero B.V.
Vette Consultants B.V.
Vicar B.V.
Vidriales B.V.
W. Van Den Berg B.V.
W. N. Van Twist Holding B.V.
Wabemij B.V.
Wiancini B.V.
Rentista B.V.
Reoco Limited
Rutilus B.V.
RL & T (International) N.V.
Securo De Depositos S.A.
Siam City Asset Management Co., Ltd
Slivast B.V.
Societe Financiere Du Libans. A.L.
Society for Worldwide Interbank Financial Telecommunication S.C.
Stichting Administratiekantoor ING Bank Global Custody
Tablero B.V.
Tolinea B.V.
Tripudio B.V.
Tunnel Onder De Noord B.V.
C. V. Exploitatiemaatschappij Tunnel Onder De Noord
Unidanmark A/S
Verenigde Bankbedrijven N. V.
Westland Utrecht Hypotheekbank N.V.
Amstgeld Management AG
Amstgeld N.V.
Amstgeld Trust AG
Bouw En Exploitatiemaatschappij Deska XXIII B.V.
Charterhouse Vermogensbeheer B.V.
Hypothecair Belang Gaasperdam I N.V.
Assorti Beheer Amsterdam B.V.
Muidergracht Onroerend Goed B.V.
Amstel Gaasperdam B. V.
Bouw-, Exploitatie En Administratie Maatschappij Amer IV B.V.
N.V. Zeker Vast Gaasperdam
Rijn Gaasperdam B.V.
Juza Onroerend Goed B.V.
Hazo Immobilia B.V.
Kort Ambacht Maatschappij Tot Exploitatie Van Onroerende Goederen B.V.
Utrechtse Financierings Bank N.V.
Utrechtse Hypotheekbank N.V.
Algemeene Waarborgmaatschappij N.V.
Hypotheekbank Voor Nederland II N.V.
Hypotheekbank Voor Nederland N.V.
Standard Hypotheekbank N.V.
ING Bank Hypotheken N.V.
Nationale Hypotheekbank N.V.
Hollandsche Hypotheekbank N.V.
Zuid Nederlandsche Hypotheekbank N.V.
Vermogensplanning N.B.I. B.V.
W.U.H. Finanz A.G.
Westland/Utrecht Leasing B.V.
Berchem Onroerend Goed B.V.
Berkelse Poort B.V.
Beuke Poort B.V.
Brasemer Poort B.V.
Bruine Poort B.V.
Denne Poort B.V.
Doetichem Immobilia B.V.
Dommelse Poort B.V.
Drechtse Poort B.V.
Eike Poort B.V.
Esse Poort B.V.
Frabu Immobilia B.V.
Friese Poort B.V.
Gelderse Poort B.V.
Gele Poort B.V.
Grijze Poort B.V.
Groninger Poort B.V.
Helo Immobilia B.V.
Holendrecht Gemeenschappelijk Beheer B.V.
Holendrecht Parking B.V.
Hollandse Poort B.V.
Iepe Poort B.V.
Kager Poort B.V.
Kilse Poort B.V.
Lekse Poort B.V.
Limburgse Waterpoort B.V.
Lingese Poort B.V.
Markse Poort B.V.
Oranje Poort B.V.
Paarse Poort B.V.
Reggese Poort B.V.
Roerse Poort B.V.
Schepa Immobilia B.V.
Sparre Poort B.V.
Spoolde B.V.
Spuise Poort B.V.
Thames Poort B.V.
Utrechtse Poort B.V.
Vechtse Poort B.V.
Vliestse Poort B.V.
Westland/Utrecht Bouwonderneming Wubo VI B.V.
Westland/Utrecht Bouwonderonderneming Wubo IV B.V.
Wilge Poort B.V.
Zeeuwse Poort B.V.
Westland/Utrecht Verzekeringen B.V.
Westlandsche Hypotheekbank N.V.
Algemeene Hypotheekbank N.V.
Hypotheekbank Maatschappij Voor Hypothecaire Crediet N.V.
Groningsche Hypotheekbank N.V.
Vaderlandsche Hypotheekbank N.V.
Zeeuwsche Hypotheekbank N.V.
Zuid-Hollandsche Hypotheekbank N.V.
Zugut B.V.
ING Verzekeringen N.V.
ING Insurance International B.V.
Nationale-Nederlanden Intervest II B.V.
ING North America Real Estate Holdings Inc.
ING Financial Services International (Asia) Ltd.
Nationale-Nederlanden Intervest XIII B.V.
Nationale-Nederlanden Intertrust B.V.
N.N. US Realty Corp
B.V. Nederlandsche Flatbouwmaatschappij
NN Korea
ING Continental Europe Holdings B.V.
De Vaderlandsche N.V.
Nationale Omnium N.V.
De Vaderlandsche Spaarbank N.V.
RVS Financial Services N.V.
Fiducre N.V.
Sodefina S.A.
SA De Vaderlandsche Luxemburg
Immo "De Hertoghe" NV
Westland/Utrecht Hypotheekmaatschappij N.V.
Intermediair Services N.V.
RVS Verzekeringen N.V.
Gefinac N.V.
Proodos General Insurances S.A.
NN Mutual Fund Management Co.
The Seven Provinces International B.V.
Nationale-Nederlanden Magyarorszagi Biztosito Rt
NN Mutual Fund Services and Consulting Ltd.
ING Management Services s.r.o.
Prumy Penzijni fond a.s.
Nationale-Nederlanden Polska S.A.
Nationale-Nederlanden Poist'ovna S.A.
ING Management Services Slovensko spol s.r.o.
Nationale-Nederlanden Agencia de Valores S.A.
NN Romania Asigurari de Viata S.A.
Sviluppo Finanziaria
ING Investment Management Italy
NN Vida Compania de Seguros y Raeseguros S.A.
NN Generales Compania e Seguros y Raeseguros
Nationale-Nederlanden Pojistovna
ING Latin American Holdings
ING Insurance Chile Holdings Limitada
ING Seguros de Vida S.A.
NNOFIC
Nationale-Nederlanden (UK) Ltd.
NN (UK General) Ltd.
The Orion Insurance
ING Australia Limited
Mercantile Mutual Holdings Ltd.
Mercantile Mutual Funds Management
Mercantile Mutual Global Ltd.
Athelas
Mercantile Mutual Insurance (Australia) Ltd.
M.A.F.G. Ltd.
Mercantile Equities Ltd.
Greater Pacific (Leasing) Ltd.
Amfas Australia Pty Ltd.
Australian General Insurance Co. Ltd.
"The Seven Provinces" Insurance Underwriters
MM Investment Management Ltd.
The Mercantile Mutual Life Insurance Co. Ltd.
MML Properties Pty Ltd.
Mercantile Mutual Deposits Ltd.
Union Investment Co. Ltd.
Mercantile Mutual Securities Ltd.
Tazak Pty Ltd.
Mercantile Mutual Custodians Pty. Ltd.
Mercantile Mutual Casualty Insurance Ltd.
Australian Brokers Holdings Ltd.
Australian Brokers Ltd.
Australian Community Insurance Ltd.
Mercantile Mutual Insurance (Workers Compensation) Ltd.
Mercantile Mutual Insurance (N.S.W. Workers Compensation) Ltd.
Prosafe Investments Ltd.
Dinafore Pty Ltd.
Tongkang Pty Ltd.
MM Investment Management
ING Canada Holdings Inc.
AFP Financial Services
ING Canada Inc.
The Halifax Insurance Company
Western Union Insurance Company
Wellington Insurance Company
La Compagnie d'Assurances Belair
The Commerce Group Insurance La Compagnie d'Assurances
NN Life Insurance Company of Canada
NN Funds Limited
NN Capital Management
NN Maple Leaf
ING America Insurance Holdings Inc.
Equitable of Iowa Companies
Directed Services, Inc.
Equitable Investment Services, Inc.
Equitable Life Insurance Company of Iowa
Equitable American Insurance Company
Equitable Creative Services, Ltd.
Equitable Companies
CLC, Ltd.
Equitable American Marketing Services, Inc.
Equitable Marketing Services, Inc.
Younkers Insurance & Investments, Ltd.
USG Annuity & Life Company
USGL Service Corporation
Equitable of Iowa Companies Capital Trust
Equitable of Iowa Companies Capital Trust II
Equitable of Iowa Securities Network, Inc.
Golden American Life Insurance Company
First Golden American Life Insurance Company of New York
Locust Street Securities, Inc.
IFG Network Securities
Shiloh Farming Company
Tower Locust, Ltd.
ING America Life Corporation
Georgia US Capital Inc.
Life Insurance Company of Georgia
Springstreet Associates, Inc.
Southland Life Insurance Co.
Security Life of Denver Insurance Company
First ING Life of New York
First Secured Mortgage Deposit Corp.
ING American Equities, Inc.
Midwestern United Life Insurance Company
Wilderness Associates
Afore Bital ING, S.A. de C.V.
Columbine Life Insurance Co.
ING Fund Services Co., Inc.
ING Investment Management, Inc.
ING Investment Management LLC
ING Mutual Funds Management LLC
ING Funds Distributor Inc.
ING Funds Services LLC
ING North America Insurance Corporation
ING Seguros Sociedad Anonima de Capital Variable
Lion Custom Investments Inc.
Lion Custom Investments II Inc.
MIA Office Americas, Inc.
Multi-Financial Group, Inc.
Multi-Financial Securities Corporation
Multi-Financial Securities Corporation Massachusetts
Multi-Financial Securities Corporation of Ohio
Multi-Financial Securities Corporation of Texas
Orange Investment Enterprises Inc.
Security Life Assignment Corp.
ING Seguros S.A. de C.V.
United Protective Company
Security Life of Denver International Ltd.
SLR Management (Bermuda) Ltd.
VESTAX Capital Corporation, Inc.
VESTAX Securities Corp.
VTX Agency Inc.
PMG Agency, Inc.
VTX Agency of Michigan, Inc.
ING US P&C Corporation
Diversified Settlements, Inc.
Peerless Insurance Company
The Netherlands Insurance Company
America First Insurance Company
Alabama First Insurance Company
Excelsior Insurance Company
Indiana Insurance
Consolidated Insurance Company
Cooling-Grumme-Mumford Company, Inc.
Blue Cross Medical Consultancy (Singapore) Pte. Ltd.
ING Indonesia Insurance P.T.
ING Life Insurance Japan
Nederlandse Reassurantie Groep Holding N.V.
Nederlandse Reassurantie Groep N.V.
NRG London Levensherverzekering
Algemene Levensherverzekering Maatschappij N.V.
Vereenigde Assurantie Bedrijven "Nederland" N.V.
Reassurantie Holding Nederland N.V.
Internationale Reassurantie Maatschappij Nederland N.V.
Reassurantie Maatschappij Nederland N.V.
Ruckversicherungs-Clearing A.G.
Reinsurers Marketing B.V.
N.V. Beleggingsmaatschappij NRG
Reassurantie Beleggingen N.V.
NRG Woningbouw B.V.
BMA Beleggingsmaatschappij "Alliance" B.V.
"Traviata" Onroerend Goed B.V.
The Victory Reinsurance Corporation of the Netherlands N.V.
NRG Victory Holdings Ltd.
NRG London Reinsurance Company Ltd.
NRG Fenchurch Insurance Company Ltd.
NRG Victory Australia Holdings Ltd.
NRG Victory Australia Ltd.
NRG Victory Reinsurance Corporation Ltd.
The Victory Health Reinsurance Corporation Ltd.
NRG Victory Management Ltd.
European Life Marketing & Actuarial Consultancy Ltd.
European Life Marketing & Actuarial Consultancy 92 Ltd.
Medical Expenses Development and Insurance Consultancy Services Ltd.
NRG Victory Management Services Ltd.
General Reinsurance Syndicate Ltd.
General Reinsurance Syndicate Ltd. (Trustee)
London Reinsurance Comp. Ltd.
NRG Victory Life and Health Services Ltd.
NRG Victory Canada Management Ltd.
NRG Victory Management (Hong Kong) Ltd.
NRG America Holding Company
Philadelphia Reinsurance Corporation
NRG America Life Reassurance Corporation
NRG American Management Corporation
Market Run Off Services Ltd.
NRG Antillean Holding N.V.
NRG Antillean Reinsurance Company N.V.
NRG Victory International Ltd.
NRG Victory Management (Bermuda) Ltd.
SRO Run-Off Ltd. Bermuda
ING Life Insurance Co. (Phillippines)
ING Penta Life Insurance Indonesia P.T.
ING Insurance Consultants (HK) Ltd.
ING Reinsurance International Holding Co. Ltd.
ING Reinsurance International
Nationale-Nederlanden Nederland B.V.
Nationale-Nederlanden Schadeverzekering Maatschappij N.V.
H. van Veeren B.V.
Nationale-Nederlanden Greek General Insurance Company S.A.
Nationale-Nederlanden Levensverzekering Maatschappij N.V.
B.V. Beleggingsmaatschappij Berendaal
Consortium Scheveninggen B.V.
RVS Beroeps-en Bedrijfsfinanciering B.V.
De Bossche Poort B.V.
ING Vastgoed V B.V.
ING Vastgoed Belegging B.V.
B.V. Beleggingsmaatschappij Vinkendaal
Muggenburg Beheer B.V.
Muggenburg C.V.
ING REI Investment U.K. B.V.
Nationale-Nederlanden Real Estate Ltd.
ING Vastgoed Beheer Maatschappij I B.V.
ING Vastgoed Bewaar Maatschappij I B.V.
Nationale-Nederlanden Intervest 52 B.V.
Bouwfonds Nationale-Nederlanden B.V.
Nationale-Nederlanden Bouwfonds 1975 B.V.
Bouwfonds AVG B.V.
Bouwfonds Nemavo B.V.
Bouwfonds Anklaar-Apeldoorn 1967 B.V.
Bouwfonds Bilthoven 1969 B.V.
Bouwfonds Roveso B.V.
RVS Bouwfonds B.V.
Bouwfonds Utrecht 1967 B.V.
Amersfoort Premiewoningen B.V.
Bouwfonds Valken Staete B.V.
Nationale-Nederlanden Bouwfonds 1976 B.V.
ING Real Estate International Investment I B.V.
ING REI Investment U.K. B.V.
ING Vastgoed Fondsbelegging BV
Jetta Vastgoed B.V.
B.V. Algemene Beleggingsmaatschappij "Lapeg"
ING Insurance Argentina
Nationale-Nederlanden Greek Life Insurance Company S.A.
RVS Levensverzekering N.V.
RVS Schadeverzekering N.V.
Tiel Utrecht Levensverzekering N.V.
Tiel Utrecht Schadeverzekering N.V.
Utrechtsche Algemeene Brandverzekering Maatschappij N.V.
Assurantiekantoor A Brugmans B.V.
Algemene Zeeuwse Verzekering Maatschappij N.V.
Apollonia Levensverzekering N.V.
N.V. Nationale Borg-Maatschappij
N.V. Belegging- en Beheer Maatschappij Keizersgracht
Antilliaanse Borg-Maatschappij N.V.
Amfas Exploitatie Maatschappij B.V.
AVG Exploitatie en Beheer B.V.
Amfas Hypotheken N.V.
Noordwester Hypotheken N.V.
Amfinex II B.V.
Westermij B.V.
Amfico B.V.
AVG Exploitatie I B.V.
ING Bewaar Maatschappij IV B.V.
S.C.P. AVG Investissement
Assurantiemaatschappij "De Zeven Provincien" N.V.
"Transatlantica" Herverzekering Maatschappij N.V.
"The Seven Provinces" Insurance Underwriters Ltd.
Ramus Insurance Ltd.
Tiel Utrecht Verzekerd Sparen N.V.
B.V. Algemene Beleggings Maatschappij Reigerdaal
Oostermij B.V.
Nationale-Nederlanden Pensioendiensten B.V.
Nationale-Nederlanden Zorgvezekering N.V.
B.V. Algemene Beleggingsmaatschappij "Kievietsdaal"
NeSBIC-Postbank B.V.
Nitido B.V.
Podocarpus Beheer B.V.
Parcom Ventures B.V.
Parcom Beheer BV
Parcom CV
Parcom Services BV
Postbank Schadeverzekering N.V.
Maatschappij tot Exploitatie van Onroerende Goederen "Gevers Deynootplein" BV
Maatschappij tot Exploitatie van Onroerende Goederen "Kurhaus" B.V.
Postbank Levensverzekering N.V.
RVS Beleggingen N.V.
Netherlands Life Insurance Company Ltd.
AO Artsen-Verzekeringen N.V.
Grabenstrasse Staete B.V.
ING Life Insurance International N.V.
Nationale-Nederlanden Internationale Schadeverzekering N.V.
Fatum Vermogensbeheer
N.V. Surinaamse Verzekeringsagenturen Maatschappij
Seguros Norman Moron N.V.
N.V. Arubaanse Verzekeringsagenturen Maatschappij
Nationale-Nederlanden Herverzekering Maatschappij N.V.
AVG Exploitatie IX B.V.
Jahnstrasze Gebaude B.V.
Maatschappij tot Exploitatie van Onroerende Goederen "Palace" B.V.
Nationale-Nederlanden Interfinance B.V.
Maatschappij tot Exploitatie van Onroerende Goederen "Grand Hotel" B.V.
N.V. Haagsche Herverzekering Maatschappij van 1836
Baring Central European Investments B.V.
Baring Asian Flagship Investments B.V.
ING Fund Management B.V.
Wijkertunnel Beheer I B.V.
Nationale-Nederlanden Beleggingsrekening N.V.
Nationale-Nederlanden CSFR Real Estate v.o.s.
ING Bewaar Maattschappij I B.V
ING Vastgoed B.V.
ING Real Estate (Asia) PTE Ltd.
ING Real Estate North America Corporation
Nationale-Nederlanden Intervest XII B.V.
B.V. Algemene Beleggingsmaatschappij Van Markenlaan
Kantoorgebouw Johan de Wittlaan B.V.
Nationale-Nederlanden Holdinvest B.V.
Nationale-Nederlanden International Investment Advisors B.V.
B.V. Algemene Beleggingsmaatschappij Fazantendaal
Maatschappij Stadhouderslaan B.V.
DESKA LII B.V.
J.H. Alta en Co. B.V.
Westland/Utrecht Projektontwikkeling B.V.
Bouwonderneming Amer LII B.V.
ING Real Estate Colombo B.V.
Loeffpleingarage B.V.
B.V. Maatschappij tot Exploitatie van Onroerende Goederen Smeetsland
B.V. Vastgoedmaatschappij "Combuta"
B.V. Vastgoed Maatschappij "Promes"
Beheer- en Exploitatiemaatschappij "De Vestingwachter" B.V.
Nationale-Nederlanden Hypotheekbank N.V.
N.V. Arnhemsche Hypotheekbank voor Nederland
Nationale-Nederlanden Financiering Maatschappij B.V.
B.V. Betaalzegelbedrijf "De Voorzorg" J. van Ouwel
Nationale-Nederlanden Finance Corporation (Curacao) I.L.
Nationale-Nederlanden Vermogensbeheer B.V.
NeSBIC Nationale-Nederlanden B.V.
BOZ B.V.
ABV Staete B.V.
B.V. "De Administratie" Maatschappij tot Exploitatie van Onroerende Goederen
Amersfoort-Staete B.V.
Arnhem Staete B.V.
Belart Staete B.V.
Belart S.A.
N.V. Square Montgomery
Steenstaete S.A.
Berkel-Staete I B.V.
Berkel-Staete II B.V.
Blijenhoek Staete B.V.
S.N.C. Blijenhoek Staete et Cie
SNC Peau Bearn
Brussel Staete B.V.
Grote Markt Staete B.V.
Hoogoorddreef I B.V.
SNC Haven
Trompenburg Parking B.V.
Lena Vastgoed B.V.
S.A. du 59 Avenue d'lena
SNC le Murier
Kleber Vastgoed B.V.
S.A. du 42 Avenue Kleber
B.V. De Oude Aa-Stroom
Portefeuille Staete B.V.
S.C.I. 1e Portefeuille
S.C.I. le Michelet
S.C.I. Roissy Bureaux International
S.C.I. Square d'Asnieres
SNC Le Dome
B.V. Amiloh
ING Vastgoed N.V.
Immo Management Service S.A.
S.A. Regent-Bruxelles
Nationale-Nederlanden/Immobilier S.A.R.L.
Immogerance S.A.R.L.
Nationale-Nederlanden Intervest IV B.V.
SAS Espace Daumesnil
Nationale-Nederlanden V B.V.
Nationale-Nederlanden VII B.V.
ING Real Estate Espace Daumesnil B.V.
ING Real Estate Parking Daumesnil Viaduc B.V.
SAS Parking Daumesnil Viaduc
Cadran Invest S.A.
ING Bewaar Maatschappij II B.V.
ING Bewaar Maatschappij III B.V.
ING REI Investment Spain B.V.
ING Inmeubles S.A.
ING Bewaar Maatschappij V B.V.
ING Asset Management B.V.
Postbank Verzekeringen Beheer Maatschappij B.V.
Postbank Verzekeringen Bewaar Maatschappij B.V.
ING Vastergoed B.V.
Nationale-Nederlanden Intervest IX B.V.
Nationale-Nederlanden CSFR Intervest S.R.O.
ING Real Estate Praha Housing a.s.
Nationale-Nederlanden Praha Real Estate V.O.S.
Nationale-Nederlanden Intervest XI B.V.
Nationale-Nederlanden Hungary Real Estate KFT
ING Investment Management (Hungary) Rt.
ING Investment Management (Asia Pacific) Limited
ING Investment Management (Czech Republic) S.A.
IIM India (India) Private Ltd.
